Form 8-K

8-K — CHOICE HOTELS INTERNATIONAL INC /DE

Accession: 0001193125-26-374377

Filed: 2026-08-28

Period: 2026-08-28

CIK: 0001046311

SIC: 7011 (HOTELS & MOTELS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — d110369d8k.htm (Primary)

EX-10.1 (d110369dex101.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d110369d8k.htm · Sequence: 1

8-K

CHOICE HOTELS INTERNATIONAL INC /DE false 0001046311 0001046311 2026-08-28 2026-08-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 28, 2026

CHOICE HOTELS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-13393

52-1209792

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

915 Meeting Street

Suite 600

North Bethesda

Maryland

20852

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (301) 592-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, Par Value $0.01 per share

CHH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

See Item 2.03 below for a description of the $500 million senior unsecured credit agreement entered into on August 28, 2026 among Choice Hotels International, Inc. (the “Company”), Wells Fargo Bank, National Association, as administrative agent, the other agents party thereto and a syndicate of lenders (the “Credit Agreement”).

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 28, 2026, the Company entered into the Credit Agreement, which provides for a $500 million unsecured term loan (the “Term Loan”) with a scheduled maturity date of August 28, 2029, subject to an optional one-year extension that can be requested by the Company prior to the initial maturity date. The effectiveness of such extension is subject to the consent of the lenders under the Credit Agreement and certain customary conditions. The Term Loan and all accrued but unpaid interest thereon must be repaid in full on the maturity date.

The Credit Agreement provides that the Company may elect to have the Term Loan bear interest at a rate equal to (i) SOFR (subject to a 0.00% floor) plus a margin of 1.25% or (ii) a base rate plus a margin of 0.25%.

The Credit Agreement requires that the Company and its restricted subsidiaries comply with various covenants, including with respect to restrictions on liens, incurring indebtedness, making dividends and stock repurchases, making investments and effecting mergers and/or asset sales. The Credit Agreement imposes financial maintenance covenants requiring the Company to maintain a consolidated fixed charge coverage ratio of at least 2.5 to 1.0 and a consolidated leverage ratio of not more than 4.5 to 1.0, which may be increased to 5.5 to 1.0 on up to two nonconsecutive occasions for up to four consecutive fiscal quarters commencing with the fiscal quarter in which certain material acquisitions are consummated. So long as the Company maintains an Investment Grade Rating, as defined in the Credit Agreement, the Company will not need to comply with the consolidated fixed charge coverage ratio covenant.

The Credit Agreement includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of the Company under the Credit Agreement to be immediately due and payable.

The proceeds of the Term Loan are expected to be used for general corporate purposes, including working capital, debt repayment and other permitted uses set forth in the Credit Agreement.

Certain of the lenders, as well as certain of their respective affiliates, have performed and may in the future perform for the Company and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they have received and may in the future receive customary fees and expenses.

The summary of the material provisions of the Credit Agreement set forth above is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

10.1

Senior Unsecured Credit Agreement, dated August 28, 2026, among Choice Hotels International, Inc., Wells Fargo Bank, National Association, as administrative agent, the other agents party thereto and a syndicate of lenders

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 28, 2026

/s/ Jeff Lobb

Jeff Lobb

Senior Vice President, General Counsel & Secretary

EX-10.1

Filename: d110369dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

Execution Version

Published CUSIP Numbers:

Deal: 17038NAR0

Term Loan: 17038NAS8

SENIOR UNSECURED CREDIT AGREEMENT

dated as of August 28, 2026

among

CHOICE HOTELS

INTERNATIONAL, INC.,

as Borrower,

THE LENDERS NAMED HEREIN,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

with

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

TRUIST

SECURITIES, INC.,

and

PNC

CAPITAL MARKETS LLC,

as Joint Lead Arrangers

and

WELLS FARGO SECURITIES, LLC,

as Sole Bookrunner

and

BANK OF AMERICA, N.A.,

TRUIST

BANK,

and

PNC BANK,

NATIONAL ASSOCIATION,

as Co-Syndication Agents

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

SECTION 1.01

Defined Terms

SECTION 1.02

Terms Generally

SECTION 1.03

[Reserved]

SECTION 1.04

Other Definitions and Provisions

ARTICLE II

THE CREDITS

SECTION 2.01

Term Loan

SECTION 2.02

Procedure for Advance of Loan

SECTION 2.03

Repayment and Prepayment of Loans

SECTION 2.04

[Reserved]

SECTION 2.05

[Reserved]

SECTION 2.06

[Reserved]

SECTION 2.07

Fees

SECTION 2.08

Evidence of Indebtedness

SECTION 2.09

Interest on Loans

SECTION 2.10

Notice and Manner of Conversion or Continuation of Loans

SECTION 2.11

Manner of Payment

SECTION 2.12

Crediting of Payments and Proceeds

SECTION 2.13

Adjustments

SECTION 2.14

Nature of Obligations of Lenders Regarding the Loans; Assumption by the Administrative Agent

SECTION 2.15

[Reserved]

SECTION 2.16

Extension of Maturity Date

SECTION 2.17

Changed Circumstances

SECTION 2.18

Indemnity

SECTION 2.19

Capital Requirements

SECTION 2.20

Taxes

SECTION 2.21

Mitigation by Lenders

SECTION 2.22

General Policy of Lenders

SECTION 2.23

[Reserved]

SECTION 2.24

[Reserved]

SECTION 2.25

[Reserved]

SECTION 2.26

Replacement of Certain Lenders

SECTION 2.27

Defaulting Lenders

SECTION 2.28

Certain Permitted Amendments

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.01

Organization; Powers

SECTION 3.02

Authorization

SECTION 3.03

Enforceability

SECTION 3.04

Governmental Approvals

SECTION 3.05

Financial Statements

SECTION 3.06

No Material Adverse Change

SECTION 3.07

Title to Properties; Possession Under Leases

SECTION 3.08

[Reserved]

SECTION 3.09

Litigation; Compliance with Laws

SECTION 3.10

Agreements

SECTION 3.11

Federal Reserve Regulations

SECTION 3.12

Investment Company Act

SECTION 3.13

Use of Proceeds

SECTION 3.14

Tax Returns

SECTION 3.15

No Material Misstatements

SECTION 3.16

Employee Benefit Plans

SECTION 3.17

[Reserved]

SECTION 3.18

Solvency

SECTION 3.19

OFAC

SECTION 3.20

Intellectual Property

SECTION 3.21

Anti-Corruption Laws; Anti-Money Laundering Laws

SECTION 3.22

Affected Financial Institution

SECTION 3.23

Beneficial Ownership

ARTICLE IV

CONDITIONS OF LENDING

SECTION 4.01

Conditions to Effectiveness and Making of Loans

ARTICLE V

AFFIRMATIVE COVENANTS

SECTION 5.01

Existence; Businesses and Properties

SECTION 5.02

Insurance

SECTION 5.03

Taxes

SECTION 5.04

Financial Statements, Reports, etc.

SECTION 5.05

Litigation and Other Notices

SECTION 5.06

ERISA

SECTION 5.07

Maintaining Records; Access to Properties and Inspections

SECTION 5.08

Use of Proceeds

SECTION 5.09

Additional Subsidiaries

SECTION 5.10

Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws

ARTICLE VI

NEGATIVE COVENANTS

SECTION 6.01

Indebtedness

SECTION 6.02

Liens

SECTION 6.03

Sale and Lease-Back Transactions

SECTION 6.04

Investments, Loans and Advances

SECTION 6.05

Mergers and Consolidations

SECTION 6.06

Asset Sales

SECTION 6.07

Transactions with Affiliates

SECTION 6.08

Certain Accounting Changes; Organizational Documents

SECTION 6.09

[Reserved]

SECTION 6.10

Restricted Payments

SECTION 6.11

Consolidated Leverage Ratio

SECTION 6.12

Consolidated Fixed Charge Coverage Ratio

SECTION 6.13

OFAC

(ii)

ARTICLE VII

EVENTS OF DEFAULT

ARTICLE VIII

THE AGENT

SECTION 8.01

Appointment

SECTION 8.02

Delegation of Duties

SECTION 8.03

Exculpatory Provisions

SECTION 8.04

Reliance by the Administrative Agent

SECTION 8.05

Notice of Default

SECTION 8.06

Non-Reliance on the Administrative Agent and Other Lenders

SECTION 8.07

Indemnification

SECTION 8.08

The Administrative Agent in Its Individual Capacity

SECTION 8.09

Resignation of the Administrative Agent; Successor Administrative Agent

SECTION 8.10

Other Agents, Arrangers and Managers

SECTION 8.11

Erroneous Payments

SECTION 8.12

Certain ERISA Matters

ARTICLE IX

MISCELLANEOUS

SECTION 9.01

Notices

SECTION 9.02

Survival of Agreement

SECTION 9.03

Binding Effect

SECTION 9.04

Successors and Assigns

SECTION 9.05

Expenses; Indemnity

SECTION 9.06

Right of Setoff

SECTION 9.07

Applicable Law

SECTION 9.08

Waivers; Amendment

SECTION 9.09

Entire Agreement

SECTION 9.10

Waiver of Jury Trial; Consequential and Punitive Damages

SECTION 9.11

Severability

SECTION 9.12

Counterparts; Electronic Signatures

SECTION 9.13

Headings

SECTION 9.14

Jurisdiction; Consent to Service of Process; Judgment Currency

SECTION 9.15

Confidentiality

SECTION 9.16

Rights and Remedies Cumulative; Non-Waiver; etc.

SECTION 9.17

PATRIOT Act

SECTION 9.18

No Fiduciary Duties

SECTION 9.19

[Reserved]

SECTION 9.20

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

SECTION 9.21

Acknowledgement Regarding Any Supported QFCs

(iii)

Exhibits

Exhibit A-1

Form of Notice of Borrowing

Exhibit A-2

Form of Notice of Account Designation

Exhibit A-3

Form of Notice of Prepayment

Exhibit A-4

Form of Notice of Conversion/Continuation

Exhibit B

Form of Administrative Questionnaire

Exhibit C

Form of Assignment and Acceptance

Exhibit D

Form of Note

Schedules

Schedule 2.01

Commitments

Schedule 6.02

Existing Liens

(iv)

SENIOR UNSECURED CREDIT AGREEMENT

This SENIOR UNSECURED CREDIT AGREEMENT, dated as of August 28, 2026, is made by and among CHOICE HOTELS INTERNATIONAL, INC., a Delaware

corporation (the “Borrower”), the Lenders referred to herein, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent appointed in

accordance with Section 8.09, the “Administrative Agent”), WELLS FARGO SECURITIES, LLC, as a joint lead arranger and sole bookrunner, and BOFA SECURITIES, INC., TRUIST SECURITIES, INC., and PNC

CAPITAL MARKETS LLC, as joint lead arrangers (collectively, the “Arrangers”), and BANK OF AMERICA, N.A., TRUIST BANK, and PNC BANK, NATIONAL ASSOCIATION, as co-syndication agents (the

“Co-Syndication Agents”).

Capitalized terms used in this Agreement

shall have the meanings assigned to such terms in Section 1.01.

W I T N E

S S E T H:

WHEREAS, the Borrower has requested, and subject to the terms and conditions set forth in

this Agreement, the Administrative Agent and the Lenders have agreed to extend, a term loan facility to the Borrower.

NOW, THEREFORE, in

consideration of the recitals set forth above, which by this reference are incorporated into the operative provisions of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and

subject to the terms and conditions hereof and on the basis of the representations and warranties herein set forth, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

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

“ABR Loan” shall mean any Loan bearing interest at a rate based upon the Alternate Base Rate as provided in

Article II.

“Accepting Lenders” shall have the meaning assigned to such term in

Section 2.28(a).

“Administrative Agent” shall have the meaning specified in the

recital of parties to this Agreement.

“Administrative Agent’s Office” means the office of the

Administrative Agent specified in or determined in accordance with the provisions of Section 9.01.

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit B.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial

Institution.

“Affiliate” shall mean, when used with respect to a specified

Person, another Person (whether now existing or hereafter organized) that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” shall mean this Senior Unsecured Credit Agreement.

“Alternate Base Rate” shall mean, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds

Rate plus 0.50% and (c) Term SOFR for a one-month tenor in effect on such day plus 1.00%; each change in the Alternate Base Rate shall take effect simultaneously with the corresponding

change or changes in the Prime Rate, the Federal Funds Rate or Term SOFR, as applicable (provided that clause (c) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable in accordance with

Section 2.17(a) or (b)). Notwithstanding the foregoing, in no event shall the Alternate Base Rate be less than the Floor.

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Borrower or

its Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering including, without limitation, the United Kingdom Bribery Act of 2010 and the United States Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees,

ordinances or rules related to terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping, including any applicable provision of the PATRIOT Act and The Currency and Foreign Transactions Reporting

Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Anti-Terrorism Laws” means any Applicable Law relating to terrorism, trade sanctions programs and embargoes,

import/export licensing, money laundering, or bribery, including the PATRIOT Act.

“Applicable Law” shall mean

all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts of Governmental Authorities and all orders and decrees of all courts and

arbitrators.

“Applicable Percentage” shall mean a per annum rate equal to: (a) with respect to SOFR Loans,

1.25% and (b) with respect to ABR Loans, 0.25%.

“Approved Fund” shall mean any Person (other than a

natural person), including, without limitation, any special purpose entity, that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its

business, provided that such Approved Fund must be administered by (a) a Lender, (b) a Lender Affiliate or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arms-Length Basis” shall mean, with respect to any transaction, such transaction is conducted in the ordinary

course of business at prices and on terms and conditions not less favorable to the Borrower and its Restricted Subsidiaries than could be obtained on an arms-length basis from unaffiliated third parties.

“Arrangers” shall have the meaning specified in the recital of parties to this Agreement.

“Asset Sale” shall mean, with respect to the Borrower or any Restricted Subsidiary, any sale, transfer or other

disposition of any assets or other properties (including individual business assets, patents, trademarks and other intangibles) of the Borrower or such Restricted Subsidiary, including the sale, transfer or disposition of any capital stock of or any

merger or consolidation involving any Subsidiary, any issuance or sale by any Subsidiary of shares of its capital stock and any allocation of assets among newly divided limited

liability companies pursuant to a “plan of division” under the Delaware Limited Liability Company Act, other than (i) sales of inventory and used equipment in the ordinary course

of business of the Person (whether the Borrower or a Subsidiary) owning and selling such inventory or used equipment; (ii) sales, transfers and other dispositions of any tangible assets by the Borrower or any Subsidiary that have become

obsolete or have been determined by the management of the Borrower or such Subsidiary to no longer be necessary for the conduct of its business; (iii) sales, transfers and other dispositions of any assets to the Borrower or any Restricted

Subsidiary; (iv) Sale and Lease-Back Transactions; (v) sales by the Borrower or Subsidiaries of assets acquired from Persons other than the Borrower or other Subsidiaries, which sales occur not more

than 12 months after the respective dates on which such assets were acquired; (vi) pursuant to Qualified Securitization Financing transactions; and (vii) the disposition of Hedging Agreements.

“Assigned Loans” shall have the meaning set forth in Section 2.16(d).

“Assignees” shall have the meaning set forth in Section 2.16(d).

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible

Assignee, and accepted by the Administrative Agent, in the form of Exhibit C.

“Assignment Date” shall

have the meaning set forth in Section 2.16(d).

“Assignors” shall have the meaning set

forth in Section 2.16(d).

“Assumed Loans” shall have the meaning set forth in

Section 2.16(d).

“Available Tenor” means, as of any date of determination and with

respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement

or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such

Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then removed from the definition of “Interest Period” pursuant to Section 2.17(c)(iv).

“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).

“Bainum

Affiliates” shall have the meaning assigned to such term in the definition of “Permitted Holders”.

“Benchmark” means, initially, Daily Simple SOFR or Term SOFR, as applicable; provided that if a Benchmark

Transition Event has occurred with respect to Daily Simple SOFR or Term SOFR, as applicable, or the applicable then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark

Replacement has replaced such prior benchmark rate pursuant to Section 2.17(c)(i).

“Benchmark Replacement” means, with respect to any Benchmark

Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark 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 such Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such

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 any then-current Benchmark with an

Unadjusted Benchmark Replacement for any applicable Available Tenor, 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 Borrower giving due consideration to (a) 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 or (b) 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 Dollar-denominated syndicated credit facilities.

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

Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the

later of (i) the date of the public statement or publication of information referenced therein and (ii) 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); or

(b) in the case of clause

(c) 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.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause

(a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation

thereof).

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

to the then-current Benchmark:

(a) 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);

(b) 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 Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a

resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states

that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or

publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) 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 Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the

applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or

publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark

Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.17(c)(i) and

(y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.17(c)(i).

“Beneficial Ownership” shall have the meaning provided in Rule 13d-3 of the

Securities and Exchange Commission under the Exchange Act.

“Beneficial Ownership Certification” means, if the

Borrower qualifies as a “legal entity customer” within the meaning of the Beneficial Ownership Regulation, a certification of beneficial ownership as required by the Beneficial Ownership Regulation.

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to

Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of

the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate”

has the meaning specified in Section 9.21(b).

“Board” shall mean the Board of

Governors of the Federal Reserve System of the United States.

“Borrower” shall have the meaning specified in the recital of

parties to this Agreement.

“Borrower Materials” shall have the meaning given such term in

Section 5.04.

“Borrower’s Account” shall mean the deposit account of the

Borrower identified in the applicable notice substantially in the form of Exhibit A-2 hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative

Agent or such deposit account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time.

“Business Day” shall mean any day that (a) is not a Saturday, Sunday or other day on which the

Federal Reserve Bank of New York is closed and (b) is not a day on which commercial banks in New York, New York and Charlotte, North Carolina are closed.

“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts

under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under

GAAP applied on a consistent basis and, for the purposes of this Agreement, the amount of such obligations at any time shall be the liability therefor at such time determined in accordance with GAAP applied on a consistent basis.

“Capital Stock” shall mean (i) in the case of a corporation, capital stock, (ii) in the case of an

association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in

the case of a limited liability company, membership interests and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person

(excluding hypothetical shares of stock of the Borrower issued to employees as part of a “phantom stock” or similar compensation plan).

“Change in Control” shall be deemed to have occurred if (i) any Person or two or more Persons acting in concert

(other than, in either case, a Permitted Holder) shall have acquired Beneficial Ownership, directly or indirectly, of, or shall have acquired by contract or otherwise, Capital Stock of the Borrower (or other securities convertible into such Capital

Stock) representing 35% or more of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Borrower, (ii) the direct or indirect sale, assignment, transfer, lease, conveyance or other disposition

(other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Borrower’s and its Subsidiaries’ properties or assets, taken as a whole, to any “person”

(individually and as that term is used in Section 13(d)(3) and Section 14(d)(2) of the Exchange Act), other than the Borrower or one of its Subsidiaries, or (iii) Continuing Directors shall cease for any reason to constitute a

majority of the members of the board of directors of the Borrower then in office.

“Change in Law” shall mean

the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,

interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority, provided that

notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules,

guidelines or directives promulgated by the Bank for International Settlements or the Basel Committee on Banking Supervision, in each case pursuant to Basel III, shall be deemed to be a “Change in Law”, regardless of the date enacted,

adopted or issued.

“Closing Date” shall mean the date hereof.

“Co-Syndication Agents”

shall have the meaning specified in the recital of parties to this Agreement.

“Code” shall mean the Internal

Revenue Code of 1986, and the rules and regulations thereunder, each as may be amended or modified from time to time.

“Commitment” shall mean, as to any Lender, the obligation of such Lender to make Loans to the account of the

Borrower on the Closing Date hereunder in the principal amount set forth opposite such Lender’s name in Schedule 2.01. The aggregate Commitments of all Lenders on the Closing Date shall be $500,000,000.

“Conforming Changes” means, with respect to the use or administration of Daily Simple SOFR, the use or

administration of Term SOFR or the use, administration, adoption or implementation of 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 “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition, timing and frequency of determining rates and

making payments of interest, the timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.18 and other technical,

administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner

substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the

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

“Consent Date” shall have the meaning set forth in Section 2.16(a).

“Consolidated” refers to the consolidation of accounts in accordance with GAAP.

“Consolidated EBITDA” shall mean, for any period, the Consolidated Net Income for such period taken as a single

accounting period, plus (a) the sum of the following amounts of the Borrower and its Subsidiaries for such period determined on a consolidated basis in conformity with GAAP to the extent deducted in the determination of such Consolidated

Net Income: (i) depreciation expense, (ii) amortization expense and capitalized fees related to any Qualified Securitization Financing of the Borrower or any of its Subsidiaries, (iii) interest expense, (iv) income and franchise

tax expense, (v) amortization of management and franchise agreement intangibles constituting key money, (vi) other non-cash charges (other than any increase in the allowance for doubtful accounts),

(vii) unusual or non-recurring charges, as determined in good faith by the Borrower, including restructuring charges, start-up or initial costs for any project, new

production line, division or new line of business, integration costs or other business optimization expenses or reserves including, without limitation, any one-time costs incurred in connection with

acquisitions and investments, (viii) the amount of loss or discount on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Financing, and (ix) losses

realized in connection with asset dispositions permitted hereunder outside the ordinary course of business minus (b) (i) the portion of such Consolidated EBITDA attributable to any Domestic Subsidiary that is not a Restricted Subsidiary

and (ii) gains realized in connection with asset dispositions permitted hereunder outside the ordinary course of business; provided, however, “Consolidated EBITDA” for any period shall exclude overspend

and underspend or recovery associated with managed costs to the extent with respect to an overspend, the amount is reasonably anticipated to be recovered in a subsequent period and, with respect to an underspend or recovery, such amount was added

back to Consolidated EBITDA in a prior period.

“Consolidated Fixed Charge Coverage Ratio” shall mean, as of any

date of determination, the ratio of (i) Consolidated EBITDA for the fiscal four quarter period most recently ended for which financial statements of the Borrower are required to be delivered to the Administrative Agent pursuant to

Section 5.04(a) or (b), as the case may be, to (ii) Consolidated Fixed Charges for such fiscal four quarter period.

“Consolidated Fixed Charges” shall mean, for any period, the sum of (a) Consolidated Interest Expense

plus (b) aggregate distributions on Preferred Interests payable by the Borrower for such period and distributions made by the Borrower in such period for the purpose of paying dividends on Preferred Interests issued by the Borrower,

provided that all such obligations of a Domestic Subsidiary that is not a Restricted Subsidiary shall be excluded from the determination of Consolidated Fixed Charges.

“Consolidated Indebtedness” shall mean, as of any date of determination without duplication, all obligations

accounted for as Indebtedness on a consolidated balance sheet of the Borrower and its Subsidiaries on such date, in accordance with GAAP consistently applied, whether such obligations are classified as long-term or short-term, and including in any

event, without duplication, all (x) Guarantees of Indebtedness of others and (y) all obligations as an account party in respect of letters of credit and bankers’ acceptances, but excluding (A) Indebtedness of the type described

in clause (i) of the definition of Indebtedness, (B) Indebtedness incurred for the purpose of consummating a Material Acquisition if (and for so long as) (1) such Material Acquisition has not been consummated and

(2) (x) the proceeds of such Indebtedness are held by the Borrower in the form of unrestricted cash or cash equivalents or (y) such Indebtedness is subject to mandatory redemption in the event such Material Acquisition is not consummated and

(C) Indebtedness in respect of Qualified Securitization Financings; provided that all such obligations of a Domestic Subsidiary that is not a Restricted Subsidiary shall be excluded from the determination of Consolidated Indebtedness.

“Consolidated Interest Expense” shall mean, for any period, the aggregate cash interest expense of the Borrower

and its Subsidiaries for such period, including capitalized interest and the portion of any payments made in respect of Capital Lease Obligations deemed to represent interest, all as determined on a Consolidated basis in accordance with GAAP

consistently applied, but excluding (a) deferred financing costs, (b) other non-cash interest expenses, (c) any commissions, discounts, yield and other fees and charges (including any interest

expense) related to any Qualified Securitization Financing and (d) interest expense in respect of Indebtedness incurred for the purpose of consummating a Material Acquisition if (and for so long as) (1) such Material Acquisition has not

been consummated and (2) (x) the proceeds of such Indebtedness are held by the Borrower in the form of unrestricted cash or cash equivalents or (y) such Indebtedness is subject to mandatory redemption in the event such Material Acquisition is

not consummated.

“Consolidated Leverage Ratio” shall mean, as of any date of determination, the ratio of

(i) Consolidated Indebtedness to (ii) Consolidated EBITDA for the fiscal four quarter period most recently ended for which financial statements of the Borrower are required to be delivered to the Administrative Agent pursuant to

Section 5.04(a) or (b), as the case may be. In the event the Borrower shall complete, directly or through a Subsidiary (other than a Domestic Subsidiary that is not a Restricted Subsidiary), an acquisition or

divestiture of any Person or business unit during any period, the Consolidated Leverage Ratio as of the end of and for such period shall thereafter be determined on a pro forma basis as if such acquisition or divestiture had been completed on

the first day of such period.

“Consolidated Net Assets” shall mean the Consolidated total assets of the

Borrower and its Subsidiaries, after deducting therefrom all current liabilities of the Borrower and its Subsidiaries (other than the current portion of long-term Indebtedness of the Borrower and its Subsidiaries and Capital Lease Obligations of the

Borrower and its Subsidiaries), all as set forth on the latest Consolidated balance sheet of the Borrower prepared in accordance with GAAP.

“Consolidated Net Income” shall mean, for any period, the net income (or loss) of the Borrower and its Subsidiaries

for such period, as determined on a Consolidated basis in accordance with GAAP consistently applied; provided, however, that with respect to interest income only cash interest income shall be included in the determination of Consolidated Net

Income.

“Consolidated Total Assets” shall mean, as at any date of

determination, the total assets of the Borrower and its Subsidiaries at such time, as determined on a Consolidated basis in accordance with GAAP consistently applied, and including in any event and without limitation, the value of all investments by

the Borrower or any Subsidiary in any joint venture or other Person that is not Consolidated with the Borrower in accordance with GAAP, minus the portion of such Consolidated Total Assets attributable to any Domestic Subsidiary that is not a

Restricted Subsidiary.

“Continuing Directors” shall mean, during any period of up to 24 consecutive months

after the date hereof, individuals who at the beginning of such 24 month period were directors of the Borrower (together with any new director whose election or designation by the Borrower’s board of directors or whose nomination for election

by the Borrower’s stockholders was approved by a vote of (i) at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election, designation or nomination for election was

previously so approved or (ii) Permitted Holders representing not less than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Borrower).

“Control” shall mean 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, and “Controlling” and “Controlled” shall have correlative meanings; provided,

however, that the existence of a management contract by the Borrower or one of its Affiliates to manage another entity shall not be deemed to be Control.

“Corresponding Modification” has the meaning specified in Section 9.08(e).

“Covered Entity” has the meaning specified in Section 9.21(b).

“Covered Party” has the meaning specified in Section 9.21(a).

“Daily Simple SOFR” means, for any day (a “Simple SOFR Rate Day”), a rate per annum equal

to the greater of (a) SOFR for the day (such day, a “Simple SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to (i) if such Simple SOFR Rate Day is a U.S. Government

Securities Business Day, such Simple SOFR Rate Day or (ii) if such Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Simple SOFR Rate Day, in each case,

as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 p.m. on the second (2nd) U.S. Government Securities Business Day immediately following any Simple SOFR Determination

Day, SOFR in respect of such Simple SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such Simple SOFR

Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this

sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive Simple SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the

effective date of such change in SOFR without notice to the Borrower.

“Daily Simple SOFR Loan” means any Loan

bearing interest at a rate based on Daily Simple SOFR, as provided in Article II.

“Debt Rating” shall mean, as of any date, with respect to any of

Fitch, Moody’s or S&P, the most recent credit rating assigned to the senior, unsecured, non-credit enhanced, long-term debt of the Borrower issued by such rating agency prior to such date;

provided, however, that, if any of Fitch, Moody’s or S&P shall no longer perform the functions of a securities rating agency and such rating agency had provided a Debt Rating immediately prior to such cessation, then

(a) the Borrower and the Administrative Agent shall promptly negotiate in good faith to agree upon a substitute rating agency or agencies (and to correlate the system of ratings of each substitute rating agency with that of the rating agency

being replaced), and (b) pending such amendment, (i) the Debt Rating of the other of rating agency described herein, if one has been provided, shall continue to apply and (ii) if such Debt Rating is one of the ratings identified in

clause (a) or (b) of the definition of Investment Grade Rating, as applicable, then the Borrower will be deemed to have achieved an Investment Grade Rating during such time.

“Default” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of

Default.

“Default Right” has the meaning specified in Section 9.21(b).

“Defaulting Lender” shall mean any Lender that (a) has failed to fund any portion of any Loan required to be

funded by it hereunder within two Business Days of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within

one Business Day of the date when due, unless such amount is the subject of a good faith dispute, (c) has notified the Borrower, the Administrative Agent or any other Lender in writing that it does not intend to comply with any of its funding

obligations under this Agreement or has made a public statement to the effect that it does not intend to comply or has failed to comply with its funding obligations under this Agreement, or (d) has become or is, or whose direct or indirect

parent company has become or is, insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its

consent to, approval of or acquiescence in any such proceeding or appointment or has become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of

the ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the

jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any

contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent

manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.27(c)) upon delivery of written notice of such determination to the Borrower and each Lender.

“Departing Lender” shall have the meaning assigned to such term in Section 2.26.

“Dollars” or “$” shall mean lawful money of the United States of America.

“Domestic Subsidiary” shall mean any Subsidiary that is organized under the laws of any political subdivision of the

United States of America (other than a Subsidiary described in clause (ii) of the definition of Foreign Subsidiary).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member

Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any

financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the

European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative

authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

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

7006.

“Electronic Signature” has the meaning assigned to that term in, and shall be interpreted in accordance

with, 15 U.S.C. 7006.

“Eligible Assignee” shall mean (a) a Lender, (b) a Lender Affiliate,

(c) an Approved Fund, and (d) any other person (other than a natural person, a holding company, investment vehicle or trust for, or owned and operated for, the primary benefit of, a natural person or a Defaulting Lender or Affiliate of a

Defaulting Lender) approved by (i) the Administrative Agent and (ii) unless an Event of Default under clause (b), (c), (g) or (h) of Article VII or a Default in the performance and observance of

Section 6.11 or, if applicable, Section 6.12 has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed), provided that notwithstanding the

foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“Engagement Letter” shall mean that certain letter agreement dated as of August 4, 2026 between the Borrower

and Wells Fargo Securities, LLC, as the same may be amended from time to time.

“ERISA” shall mean the Employee

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

“ERISA Affiliate” shall mean any person (whether or not incorporated) that is a member of a group of which the

Borrower is a member and which is treated as a single employer under Section 414 of the Code or Section 4001(b) of ERISA.

“Erroneous Payment” has the meaning assigned thereto in Section 8.11(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned thereto in

Section 8.11(d).

“Erroneous Payment Impacted Class” has the meaning assigned thereto

in Section 8.11(d).

“Erroneous Payment Return Deficiency” has the meaning assigned

thereto in Section 8.11(d).

“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.

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

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” shall have the meaning given such term in Section 2.20(a).

“Existing Stockholder” shall mean any stockholder of the Borrower which, together with such stockholder’s

affiliates, owns more than 5% of the common stock of the Borrower as of the Closing Date, so long as the Bainum Affiliates continue to own more common stock of the Borrower than such Existing Stockholder.

“Extending Lender” shall have the meaning set forth in

Section 2.16(a)(i).

“Extending Loans” shall have the meaning set forth in

Section 2.16(b)(ii).

“Extension Effective Date” shall have the meaning set forth in

Section 2.16(b)(i).

“Facility” shall mean the term loan facility established pursuant

to Section 2.01.

“Facility Exposure” shall mean, at any date of determination, the

sum of the aggregate principal amount of all outstanding Loans.

“FATCA” shall mean Sections 1471 through 1474

of the Code (as of the date hereof or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof (including any Revenue

Ruling, Revenue Procedure, Notice or similar guidance issued by the United States Internal Revenue Service thereunder as a precondition to relief or exemption from Taxes under such provisions) and any agreement entered into pursuant to

Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on

overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day

which is a Business Day, the Federal Funds Rate for such day shall be the average of the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the

Administrative Agent. For the avoidance of doubt, in no circumstance shall the Federal Funds Rate be less than the Floor.

“Financial Officer” of any corporation shall mean the chief financial officer, principal accounting officer,

treasurer or controller of such corporation.

“Fitch” shall mean Fitch Ratings, Inc. and its successors.

“Floor” means a rate of interest equal to zero percent per annum (0.00%).

“Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which

the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” shall mean (i) any Subsidiary that is not a Domestic Subsidiary, including any Subsidiary

which is a “controlled foreign corporation” (within the meaning of Section 957 of the Code) or (ii) any Subsidiary organized under any political subdivision of the United States of America substantially all of the assets of

which constitute the Capital Stock of one or more controlled foreign corporations.

“Franchise Agreement” shall

mean a contract (whether called a franchise agreement, license agreement or otherwise) pursuant to which the Borrower grants a third party the right to operate a hotel under one or more hotel brands, as each such contract may be amended from time to

time.

“GAAP” shall mean generally accepted accounting principles in

effect from time to time in the United States of America as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board and any other applicable authoritative bodies; provided that in the

event of a conflict in the principles recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board and another applicable authoritative body, the principles in effect at such time and recognized

by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board shall control.

“Governmental Authority” shall mean the government of the United States of America or any other nation, or of any

political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or

functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or

having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including (a) any obligation of such Person, direct or

indirect, to assume, purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (b) any

obligation of such Person to provide other credit support or to purchase property, securities or services in each case for the purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness, and (c) any obligation of

such Person to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness; provided, however, that the term Guarantee shall

not include (i) endorsements for collection or deposit, in either case in the ordinary course of business or (ii) performance guarantees, construction guarantees or customary Non-Recourse guarantees

of Non-Recourse Indebtedness, unless and until a claim for payment has been made under any performance guarantee, construction guarantee or customary Non-Recourse

Guarantee, at which time any such performance guarantee, construction guarantee or customary Non-Recourse Guarantee shall be deemed to be a Guarantee in an amount equal to such claim.

“Hedging Agreement” shall mean any agreement with respect to any Interest Rate Contract, forward rate agreement,

commodity swap, forward foreign exchange agreement, currency swap agreement, cross-currency rate swap agreement, currency option agreement or other agreement or arrangement designed to alter the risks of any person arising from fluctuations in

interest rates, currency values or commodity prices, all as amended, restated, supplemented or otherwise modified from time to time.

“Hotel Properties” shall mean any hotel properties owned on the Closing Date or acquired or constructed after the

Closing Date, including fixtures and personalty associated therewith.

“Increasing Lender” shall have the

meaning set forth in Section 2.16(a)(ii).

“Indebtedness” of any Person shall mean,

without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all

obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all

obligations of such Person issued or assumed as the deferred purchase price of property or services, (f) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be

secured by) any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed (valued at the lesser of (1) the amount of such indebtedness or (2) if such indebtedness is Non-Recourse to such Person, the fair market value of such property), (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations of

such Person in respect of Hedging Agreements, (j) all obligations of such Person as an account party in respect

of letters of credit (other than (x) documentary letters of credit (including commercial and trade letters of credit) issued to secure payment obligations in respect of goods and services in

the ordinary course of business and (y) letters of credit and surety bonds with respect to underlying obligations of such Person that are already accounted for as liabilities elsewhere in this definition) and bankers’ acceptances,

(k) to the extent not otherwise included, all obligations of such Person under so-called forward equity purchase contracts where such Person is obligated to purchase or redeem any shares of equity

securities issued by such Person, and (l) all obligations of such person in respect of any so-called “synthetic lease” (i.e., a lease of property which is treated as an operating lease under

GAAP and as a loan or financing for U.S. income tax purposes). Notwithstanding the foregoing, Indebtedness shall (x) not include (1) “deferred revenues”, “current accounts payable” or “accrued and other

expenses” (as such items are set forth in the financial statements of the Borrower and its Subsidiaries to be delivered to the Administrative Agent and each Lender pursuant to Section 5.04) incurred in the ordinary

course of business and (2) obligations under or in respect of Qualified Securitization Financing, and (y) include the Indebtedness of any partnership in which such Person is a general partner, except to the extent that such Indebtedness is

expressly stated to be Non-Recourse to such partner.

“Indenture” shall

mean that certain Indenture, dated as of August 25, 2010, between the Borrower and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, as supplemented by a Supplemental Indenture dated as of

August 25, 2010, a Second Supplemental Indenture dated as of June 27, 2012, a Third Supplemental Indenture dated as of August 4, 2017, a Fourth Supplemental Indenture dated as of February 2, 2018, a Third Supplemental Indenture

dated as of November 27, 2019, a Fourth Supplemental Indenture dated as of July 23, 2020 and a Fifth Supplemental Indenture dated as of July 2, 2024, as the same may be further amended.

“Insignificant Subsidiary” shall mean, at any time, any Subsidiary of the Borrower that has (i) assets of not

greater than 10% of the Consolidated total assets of the Borrower and its Subsidiaries (determined as of the last day of the most recent fiscal quarter of the Borrower) and (ii) revenue of less than 10% of the Consolidated revenues of the

Borrower and its Subsidiaries for the most recently ended four-quarter period of the Borrower and its Subsidiaries.

“Intellectual Property” shall have the meaning set forth in Section 3.20 hereof.

“Interest Payment Date” means (a) as to any ABR Loan or Daily Simple SOFR Loan, the last Business Day of each

March, June, September and December and the Maturity Date and (b) as to any Term SOFR Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than three (3) months’ duration, each day prior

to the last day of such Interest Period that occurs at three month intervals after the first day of such Interest Period; provided, that each such three-month interval payment day shall be the immediately succeeding Business Day if such day

is not a Business Day, unless such day is not a Business Day but is a day of the relevant month after which no further Business Day occurs in such month, in which case such day shall be the immediately preceding Business Day and the Maturity Date.

“Interest Period” shall mean, as to any Term SOFR Loan, the period commencing on the date such Term SOFR Loan

is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one (1), three (3) or six (6) months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation

and subject to availability in accordance with Sections 2.17(a) and (b); provided that:

(a) the Interest Period shall

commence on the date of advance of or conversion to any Term SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period

expires;

(b) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the

next succeeding Business Day; provided that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall

expire on the immediately preceding Business Day;

day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

(d) no Interest Period shall extend beyond the Maturity Date;

(e) there shall be no more than eight (8) Interest Periods in effect at any time; and

(f) no tenor that has been removed from this definition pursuant to Section 2.17(c)(iv) shall be available for

specification in any Notice of Borrowing or Notice of Conversion/Continuation.

“Interest Rate Contract” shall

mean any interest rate swap agreement, interest rate cap agreement, interest rate floor agreement, interest rate collar agreement, interest rate option or any other agreement regarding the hedging of interest rate risk exposure executed in

connection with hedging the interest rate exposure of any person and any confirming letter executed pursuant to such agreement, all as amended, restated, supplemented or otherwise modified from time to time.

“Investment Grade Rating” shall mean a Debt Rating of both (a) BBB- or

better from S&P and (b) Baa3 or better from Moody’s. Subject to the proviso to the definition of Debt Rating, no Person shall be considered to have achieved an Investment Grade Rating unless it shall have achieved each rating

identified in clauses (a) and (b).

“Lender” shall mean a Person listed on Schedule

2.01 and any other Person that shall become a party hereto pursuant to an Assignment and Acceptance or an accession agreement executed and delivered in accordance with Section 2.28(a), other than such Person that ceases

to be a party hereto pursuant to an Assignment and Acceptance.

“Lender Affiliate” shall mean, (a) with

respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions

of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other

fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Lending Office” shall mean, with respect to any Lender, the office of such Lender maintaining such Lender’s

Pro Rata Percentage of the Loans.

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of

trust, lien, pledge, encumbrance, hypothecation, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset

and (c) in the case of securities, any purchase option, call or similar right of a third party (excluding rights of first refusal) with respect to such securities.

“Loan Documents” shall mean (a) this Agreement, (b) each Note, (c) any Loan Modification Agreement,

(d) the Engagement Letter and (e) each other document or instrument now or hereafter executed and delivered by the Borrower in connection with, pursuant to or relating to this Agreement.

“Loan Modification Agreement” shall mean a Loan Modification

Agreement in form and substance reasonably satisfactory to the Administrative Agent, the Borrower and the applicable Accepting Lenders, among the Borrower, such Accepting Lenders and the Administrative Agent.

“Loan Modification Offer” shall have the meaning assigned to such term in Section 2.28(a).

“Loans” shall mean the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Margin Stock” shall mean “margin stock” or “margin securities” as such terms are defined in

Regulation T, Regulation U and Regulation X.

“Material Acquisition” shall mean any acquisition by the Borrower

directly or indirectly through any Subsidiary or by any of its Subsidiaries (in each case, other than by a Domestic Subsidiary that is not a Restricted Subsidiary), in a single transaction or in a series of related transactions, of any of

(a) all or any substantial portion of the property of, or a line of business or division of, or any other property of, another Person, (b) one or more properties from another Person, or (c) at least a majority of the voting Capital

Stock of another Person, in any such case whether or not involving a merger or consolidation with such other Person, in which the gross purchase price of the assets acquired in such acquisition is greater than or equal to $750,000,000.

“Material Adverse Effect” shall mean a materially adverse effect on the business, operations, assets, property or

financial condition of the Borrower, its Domestic Subsidiaries that are Restricted Subsidiaries, and its Foreign Subsidiaries, taken as a whole.

“Material Subsidiary” means any Restricted Subsidiary other than an Insignificant Subsidiary.

“Maturity Date” shall mean the earliest to occur of (a) August 28, 2029, as such date may be extended in

accordance with Section 2.16, and (b) the date of any acceleration of the Loans pursuant to Article VII.

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

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the

Borrower or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) is making or accruing an obligation to make contributions, or has within any of the preceding

six (6) plan years made or accrued an obligation to make contributions.

“New Lender” shall have the

meaning set forth in Section 2.16(d).

“New Maturity Date” shall have the meaning set

forth in Section 2.16(a).

“Non-Consenting

Lender” shall mean any Lender that has not consented to any proposed amendment, modification, waiver or termination of any Loan Document which, pursuant to Section 9.08(b), requires the consent of all Lenders

or all affected Lenders and with respect to which the Required Lenders shall have granted their consent.

“Non-Extending Lender” shall have the meaning set forth in Section 2.16(a).

“Non-Recourse” shall mean,

with reference to any obligation or liability of any person, any obligation or liability for which such person is not liable or obligated other than, if at all, as to its interest in a specifically identified asset only, subject to such limited

exceptions to the non-recourse nature of such obligation or liability, such as fraud, misappropriation, misapplication and environmental indemnities, as are usual and customary in like transactions involving

institutional lenders at the time of the incurrence of such obligation or liability.

“Non-Recourse Guarantee” shall mean a Guarantee of limited exceptions to Non-Recourse Indebtedness such as fraud, misappropriation, misapplication and environmental indemnities, as are usual and customary in like transactions involving institutional lenders at the time of the incurrence

of such Guarantee.

“Note” shall mean a promissory note of the Borrower payable to the order of any Lender, in

substantially the form of Exhibit D hereto, evidencing the Loan made by such Lender to the Borrower.

“Notice of

Account Designation” shall have the meaning set forth in the definition of “Borrower’s Account”.

“Notice of Borrowing” shall have the meaning assigned thereto in Section 2.02.

“Notice of Conversion/Continuation” shall have the meaning assigned thereto in

Section 2.10.

“Notice of Prepayment” shall have the meaning assigned thereto in

Section 2.03(b).

“Obligations” shall mean (a) the Borrower’s obligations

in respect of the due and punctual payment of principal of and interest on the Loans, in each case when and as due whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (b) all fees, expenses,

indemnities, reimbursements and other obligations, monetary or otherwise, of the Borrower under this Agreement or any other Loan Document and (c) all obligations, monetary or otherwise, of the Borrower under each Loan Document to which it is a

party.

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

“PATRIOT Act” shall mean the USA PATRIOT Act (Title III of Pub. L. 107-56

(signed into law October 26, 2001)), as amended.

“Payment Recipient” has the meaning assigned thereto in

Section 8.11(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred

to and defined in ERISA.

“Permitted Amendments” shall have the meaning assigned to such term in

Section 2.28(c).

“Permitted Holder” shall mean (a) (i) all lineal descendants of

Stewart W. Bainum, and all spouses and adopted children of such descendants, (ii) all trusts for the benefit of any person described in clause (i) and trustees of such trusts, (iii) all legal representatives of any person or

trust described in clauses (i) and (ii), and (iv) all partnerships, corporations, limited liability companies or other entities controlled by a Person described in clauses (i), (ii) or (iii) (such persons

referred to in this clause (a) collectively, “Bainum Affiliates”); or (b) any other Existing Stockholder.

“Permitted Liquid Investments” shall mean (a) direct obligations of, or obligations the principal of and

interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), (b) investments in commercial paper

having credit ratings of at least A-2 from S&P and P-2 from Moody’s, (c) investments in certificates of deposit, bankers acceptances and time deposits

issued or guaranteed

by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof

which has a combined capital and surplus and undivided profits of not less than $200,000,000, (d) investments in the ordinary course of business in customary repurchase agreements with respect to freely marketable, short-term securities of the

type customarily subject to repurchase agreements, (e) other readily marketable debt and equity securities traded on national securities exchanges or on other nationally recognized markets, including over-the-counter markets, (f) investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment funds or mutual funds, which are

administered by reputable financial institutions, and the portfolios of which are limited to investments of the character, quality and maturity described in clauses (a) through (e) above, (g) investments that fail to meet the

requirements of clause (f) above solely because such investments do not constitute “current assets” due to their being maintained in irrevocable trusts in connection with the Borrower’s sponsorship of non-qualified retirement savings and investment plans for certain employees and senior executives of the Borrower and (h) readily marketable direct obligations issued by any foreign government or any political

subdivision or public instrumentality thereof, in each case having a rating of BBB- or better from S&P or Baa3 or better from Moody’s (or, if at any time neither Moody’s nor S&P shall be

rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) with maturities of 12 months or less from the date of acquisition.

“Permitted Non-Arms-Length Unrestricted Subsidiary Investments” shall mean

loans, advances, capital contributions, guarantees and other investments by the Borrower or any Restricted Subsidiary in, to or for the benefit of any Unrestricted Subsidiary that are not on an Arms-Length Basis, so long as such loans, advances,

capital contributions, guarantees and other investments, when taken together with all other loans, advances, capital contributions, guarantees and other investments in, to or for the benefit of any Unrestricted Subsidiaries that are not on an

Arms-Length Basis made pursuant to this definition that are at the time outstanding, do not exceed the greater of (x) $300,000,000 and (y) ten percent (10.00%) of Consolidated Total Assets at such time, calculated on the basis of amounts

actually loaned, advanced, contributed, invested or guaranteed, net of any return on investment or return of capital with respect thereto and without regard to any write-up or write-down of the value thereof.

“Person” shall mean any natural person, corporation, trust, joint venture, association, company, limited

liability company, partnership or government, or any agency or political subdivision thereof.

“Plan” shall mean

any pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code which is maintained for employees of the Borrower or any ERISA Affiliate.

“Platform” shall have the meaning given such term in Section 5.04.

“Preferred Interests” shall mean, with respect to any Person, Capital Stock issued by such Person that are entitled

to a preference or priority over any other Capital Stock issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the

Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the

Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“Principal Property” shall have the meaning set forth in the Indenture.

“Principal Property Subsidiary” shall mean a “Restricted Subsidiary”, as such term is defined in the

Indenture.

“Pro Rata Percentage” of any amount shall mean, with respect to

any Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Commitment at such time (or, if the Commitments shall have expired or been terminated, or following the funding of the

Loans on the Closing Date, such Lender’s Facility Exposure at such time) and the denominator of which is the aggregate amount of the Lenders’ Commitments at such time (or, if the Commitments shall have expired or been terminated, or

following the funding of the Loans on the Closing Date, the aggregate Facility Exposure at such time).

“Proposed Additional

Loan” shall have the meaning set forth in Section 2.16(a)(ii).

“Proprietary

Information” shall have the meaning given such term in Section 9.15.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption

may be amended from time to time.

“Public Lender” shall have the meaning given such term in

Section 5.04.

“QFC” has the meaning specified in

Section 9.21(b).

“QFC Credit Support” has the meaning specified in

Section 9.21.

“Qualified Securitization Financing” means any Securitization Financing

of a Securitization Subsidiary that meets the following conditions: (x) the board of directors of the Borrower shall have determined in good faith that such Securitization Financing (including financing terms, covenants, termination events and

other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Securitization Subsidiary and (y) all sales and/or contributions of Securitization Assets and related assets to the Securitization Subsidiary are

made at fair market value (as determined in good faith by the Borrower).

“Recourse” shall mean, with reference

to any obligation or liability of any person, any liability or obligation that is not Non-Recourse to such person.

“Register” shall have the meaning given such term in Section 9.04(d).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and

interpretations thereunder or thereof.

“Regulation T” shall mean Regulation T of the Board as from time to time

in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean

Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and

interpretations thereunder or thereof.

“Relevant Governmental Body” means the Federal Reserve Board and/or the

Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Reportable Event” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations

issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

“Required Lenders” shall mean, at any time, Lenders having

Commitments representing at least a majority of the aggregate Commitments or, if the Commitments shall have expired or been terminated, or following the funding of the Loans on the Closing Date, Lenders holding Loans representing at least a majority

of the aggregate principal amount of the Loans then outstanding, provided that the Commitment of, and the portion of the Loans, as applicable, held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a

determination of Required Lenders.

“Resolution Authority” means an EEA Resolution Authority or, with respect to

any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” of any Person shall mean any

executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.

“Restricted Payment” shall have the meaning assigned to such term in Section 6.10.

“Restricted Subsidiary” shall mean all Subsidiaries of the Borrower that are not Unrestricted Subsidiaries.

“Revolving Credit Agreement” means that certain Second Amended and Restated Senior Unsecured Credit Agreement, dated

as of June 28, 2024, by and among the Borrower, the designated borrowers from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, as the same may be

amended, restated, extended, refinanced, replaced, supplemented or otherwise modified from time to time.

“Revolving Credit

Agreement Modification” has the meaning specified in Section 9.08(e).

“Revolving

Credit Agreement Provisions” has the meaning specified in Section 9.08(e).

“S&P” shall mean Standard & Poor’s Rating Service, a division of S&P Global Inc. and any

successor thereto.

“Sale and Lease-Back Transaction”

shall mean any arrangement, directly or indirectly, with any person whereby such person shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such

property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanctioned Country” means at any time, a country, region or territory which is itself (or whose government (as

opposed to a member of the government) is) the subject or target of any Sanctions (including, as of the Closing Date, Cuba, Iran, North Korea, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, and the

so-called Donetsk People’s Republic and Luhansk People’s Republic).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated

Persons maintained by OFAC (including OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, the United Nations Security

Council, the European Union, any European member state, His Majesty’s Treasury, or other relevant sanctions authority, (b) any Person, organized or resident in a Sanctioned Country, (c) any Person 50% or more owned by, or acting or

purporting to act for or on behalf of, directly or indirectly, any such Person or Persons described in clauses (a) and (b), including a Person that is deemed by OFAC to be a Sanctions target based on the ownership of such legal

entity by Sanctioned Person(s) or (d) any Person otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program.

“Sanctions” shall mean any and all economic or financial

sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered

by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European member state, His Majesty’s Treasury, or other relevant sanctions authority in any jurisdiction in which (a) the Borrower or

any of its Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of the Loans will be used, or (c) from which repayment of the Loans will be derived.

“Securitization Assets” means the accounts receivable, financing receivables, other receivables, royalty or other

revenue streams and other rights to payment and any other assets related thereto subject to a Qualified Securitization Financing and the proceeds thereof.

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any

participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with any Qualified Securitization Financing.

“Securitization Financing” means any of one or more receivables or securitization financing facilities as amended,

supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are Non-Recourse (except for customary representations, warranties, covenants and indemnities made in

connection with such facilities) to the Borrower or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Borrower or any of its Restricted Subsidiaries sells or grants a security interest in

Securitization Assets to, or for the benefit of, either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells or otherwise transfers or grants a security interest in Securitization Assets

to, or for the benefit of, a Person that is not a Restricted Subsidiary.

“Securitization Subsidiary” means any

Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Financing and other activities reasonably related thereto.

“Share” shall have the meaning set forth in Section 2.16(d).

“Simple SOFR Determination Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“Simple SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured

overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank

of New York, currently at 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.

“SOFR Loan” means any Daily Simple SOFR Loan or Term SOFR Loan.

“subsidiary” shall mean with respect to any Person, any corporation, association, joint venture, partnership or

other business entity (whether now existing or hereafter organized) of which at least a majority of the voting Capital Stock or other Capital Stock having ordinary voting power for the election of directors (or the equivalent) is, at the time as of

which any determination is being made, directly or indirectly owned or controlled by such Person or one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person.

“Subsidiary” shall mean any subsidiary of the Borrower.

“Supported QFC” has the meaning specified in Section 9.21.

“Taxes” shall have the meaning assigned to such term in Section 2.20(a).

“Term SOFR” means,

(a) for any calculation with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Reference Rate for a tenor comparable to

the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is

published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Eastern time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term

SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding

U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S.

Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to an

ABR Loan on any day, the rate per annum equal to the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Alternate Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government

Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Eastern time) on any Alternate Base Rate Term SOFR Determination Day the Term SOFR

Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for

such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding

U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Alternate Base Rate Term SOFR Determination Day;

provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause

(a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of

the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR

Loan” means any Loan bearing interest at a rate based on Term SOFR pursuant to clause (a) of the definition thereof, as provided in Article II.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Termination Value” shall mean, in respect of any one or more

Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been closed out and termination

value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the

mark-to-market value(s) for such Hedging Agreements, as determined based upon one or more mid-market or other readily available

quotations provided by any recognized dealer in such Hedging Agreements (which may include a Lender or any Lender Affiliate).

“Trading with the Enemy Act” means the Trading with the Enemy Act, as amended, and each of the foreign assets

control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating thereto.

“Transactions” shall have the meaning assigned to such term in Section 3.02.

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

responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the

applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unrestricted

Subsidiaries” shall mean (a) all Foreign Subsidiaries of the Borrower, (b) all Domestic Subsidiaries of the Borrower designated in writing to the Administrative Agent on or prior to the Closing Date as unrestricted (until

redesignated as a Restricted Subsidiary in accordance with Section 5.09(b)) and (c) such other Subsidiaries as may be designated or redesignated as unrestricted by the Borrower in accordance with

Section 5.09(a) or (b); provided that no Subsidiary shall be an Unrestricted Subsidiary hereunder if such Subsidiary is not also an “Unrestricted Subsidiary” under (and as defined in) the Revolving

Credit Agreement.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday,

(b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government

securities; provided, that for purposes of notice requirements in Sections 2.02, 2.03(b), and 2.10, in each case, such day is also a Business Day.

“U.S. Special Resolution Regimes” has the meaning specified in Section 9.21.

“Wholly Owned Subsidiary” shall mean a Subsidiary all the Capital Stock or other ownership interest of which is

owned by the Borrower or a Wholly Owned Subsidiary of the Borrower (including any Subsidiary that would be wholly owned but for directors’ qualifying shares or similar matters).

“Withdrawal Liability” shall mean 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.

“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 Terms Generally. The definitions herein shall apply equally to both

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”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and

Schedules to, this Agreement unless the context shall otherwise require. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a

whole and not to any particular provision of this Agreement. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP consistently applied, as in effect from time to

time; provided, however, that, for purposes of determining compliance with any covenant set forth in Article VI, such terms shall be construed in accordance with GAAP as in effect on the date of this Agreement applied on a basis

consistent with the application used in preparing the Borrower’s audited financial statements referred to in Section 3.05. Notwithstanding the foregoing, for purposes of determining compliance with any covenant

(including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC

470-20 on financial liabilities shall be disregarded.

SECTION 1.03 [Reserved]

SECTION 1.04 Other Definitions and Provisions.

(a) Use of Capitalized Terms. Unless otherwise defined therein, all capitalized terms defined in this Agreement shall have the defined

meanings when used in this Agreement and the other Loan Documents or any certificate, report or other document made or delivered pursuant to this Agreement.

(b) Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or

standard, as applicable).

formation documents, governing documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but

only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (ii) references to any Applicable Law shall include all statutory and regulatory provisions

consolidating, amending, replacing, supplementing or interpreting such Applicable Law.

(d) Rates. The Administrative Agent does

not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to Daily Simple SOFR, SOFR, the Term SOFR

Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the

composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.17(c), will be similar to, or produce the

same value or economic equivalence of, or have the same volume or liquidity as, Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,

implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the

calculation of Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments

thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Daily Simple SOFR, SOFR, the Term SOFR Reference Rate or Term SOFR, or any

other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, 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.

ARTICLE II

THE CREDITS

SECTION 2.01 Term Loan. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon

the representations and warranties set forth in this Agreement and the other Loan Documents, each Lender severally agrees to make a Loan to the Borrower on the Closing Date in a principal amount equal to such Lender’s Commitment as of the

Closing Date. Notwithstanding the foregoing, if the total Commitment as of the Closing Date is not drawn on the Closing Date, the undrawn amount shall automatically be cancelled.

SECTION 2.02 Procedure for Advance of Loan. The Borrower shall give the Administrative Agent irrevocable written notice

substantially in the form of Exhibit A-1 (a “Notice of Borrowing”) prior to (a) 10:00 a.m. on the Closing Date requesting that the Lenders make the Loan as a Daily Simple SOFR

Loan on such date or (b) 11:00 a.m. on the Closing Date requesting that the Lenders make the Loan as an ABR Loan on such date; provided that the Borrower may request, no later than 11:00 a.m. two (2) U.S. Government Securities

Business Days prior to the Closing Date (or such later date as is approved by the Administrative Agent in its sole discretion), that the Lenders make the Loan as a Term SOFR Loan if the Borrower has delivered to the Administrative Agent a letter in

form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 2.18 of this Agreement. Upon receipt of such Notice of Borrowing from the Borrower, the

Administrative Agent shall promptly notify each Lender thereof. Not later than 1:00 p.m. on the Closing Date, each Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in

immediately available funds, the amount of such Loan to be made by such Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Loan in immediately available funds by wire

transfer to the Borrower’s Account or such other Person or Persons as may be designated by the Borrower in writing.

SECTION 2.03 Repayment and Prepayment of Loans.

(a) Repayment of Loans. The Borrower hereby agrees to repay the outstanding principal amount of all Loans in full on the Maturity Date,

together with all accrued but unpaid interest thereon. Each Lender agrees, promptly after a request from the Borrower following the Maturity Date, to return to the Borrower any Note issued to such Lender pursuant to this Agreement.

(b) Optional Prepayment of Loans. The Borrower may at any time and from time to time repay the Loans, in whole or in part, upon

(i) at least three (3) U.S. Government Securities Business Days’ notice to the Administrative Agent with respect to Term SOFR Loans, (ii) notice received no later than 10:00 a.m. (Eastern time) on the proposed date of

repayment with respect to Daily Simple SOFR Loans and (iii) notice received no later than 2:00 p.m. (Eastern time) on the proposed date of repayment with respect to ABR Loans, in each case, substantially in the form attached hereto as

Exhibit A-3 (a “Notice of Prepayment”) (which notices shall be irrevocable unless the Borrower specifies in the Notice of Prepayment that such prepayment is contingent on the

consummation of an anticipated transaction, in which case the Borrower shall,

as promptly as practicable, notify the Administrative Agent if such transaction will not occur as scheduled), specifying (A) the date of repayment, (B) the amount of repayment and

(C) whether the repayment is of Daily Simple SOFR Loans, Term SOFR Loans, ABR Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly

notify each Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial repayments shall be in an aggregate amount of (i) $100,000 or a whole multiple of

$100,000 in excess thereof with respect to ABR Loans and (ii) $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to SOFR Loans. Each such repayment shall be accompanied by any amount required to be paid pursuant to

Section 2.18. For the avoidance of doubt, the Borrower shall promptly reimburse the Lenders for any amounts required to be paid under Section 2.18 as a result of the revocation of any Notice of

Prepayment.

(d) Hedging Agreements and other Borrowings. No repayment or prepayment pursuant to this Section 2.03 shall

affect any of the Borrower’s obligations under any Hedging Agreement.

(e) Payment of Interest and Other Expenses. Each

repayment or prepayment pursuant to this Section 2.03 shall be accompanied by accrued interest on the amount repaid.

(f) No Reborrowings. Amounts repaid or prepaid pursuant to this Section 2.03 may not be reborrowed.

SECTION 2.04 [Reserved]

SECTION 2.05 [Reserved]

SECTION 2.06 [Reserved]

SECTION 2.07 Fees. The Borrower agrees to pay the fees set forth in the Engagement Letter in accordance with the terms thereof.

SECTION 2.08 Evidence of Indebtedness.

(a) Loans. The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the

Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the

interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any

conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest

error. Any Lender, through the Administrative Agent, may request that Loans made by it be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender (or, if requested

by such Lender, to such Lender and its registered assigns).

(b) Conclusive Evidence. To the extent no Note has been issued to a

Lender, this Agreement shall be deemed to comprise conclusive evidence for all purposes of the indebtedness resulting from the Loans hereunder.

SECTION 2.09 Interest on Loans.

(a) Interest Rate Options. Subject to the provisions of this Section 2.09, Loans shall bear interest at

(A) the Alternate Base Rate plus the Applicable Percentage, (B) Term SOFR plus the Applicable Percentage (provided that Term SOFR shall not be available until two (2) U.S. Government Securities Business Days after the

Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 2.18

of this Agreement) or (C) Daily Simple SOFR plus the Applicable Percentage, at the election of the Borrower. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of

Borrowing is given pursuant to Section 2.02 or at the time a Notice of Conversion/Continuation is given pursuant to Section 2.10. Any Term SOFR Loan or any portion thereof as to which the Borrower

has not duly specified an Interest Period shall be deemed a Term SOFR Loan for a one (1) month Interest Period.

(b)

[Reserved].

option of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, (i) the Borrower shall no longer have the option to request SOFR Loans, (ii) all outstanding Daily Simple SOFR Loans shall bear

interest at a rate per annum of two percent (2%) in excess of the rate then applicable to such Loans until the end of the applicable Interest Payment Date and thereafter at a rate equal to two percent (2%) in excess of the rate then applicable to

ABR Loans, (iii) all outstanding Term SOFR Loans shall bear interest at a rate per annum of two percent (2%) in excess of the rate then applicable to such Loans until the end of the applicable Interest Period and thereafter at a rate equal to

two percent (2%) in excess of the rate then applicable to ABR Loans, and (iv) all outstanding ABR Loans and other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent (2%)

in excess of the rate then applicable to ABR Loans or such other Obligations arising hereunder or under any other Loan Document. Interest at the default rate described in clauses (ii) through (iv) above shall accrue from and after

the date on which the Required Lenders elect to impose such rate (or in the case of a payment Event of Default, from and after the occurrence of such Event of Default) and for so long as such event of Default exists. Interest shall continue to

accrue on the Loans after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign.

(d) Interest Payment and Computation. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date

applicable thereto commencing September 30, 2026; provided that (i) in the event of any repayment or prepayment of any Term SOFR Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such

repayment or prepayment and (ii) in the event of any conversion of any Term SOFR Loan prior to the end of the Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. All computations of

interest for ABR Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365/366-day year).

(e) Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged

or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court

determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at

the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the Obligations on a pro

rata basis. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of

that which may be paid by the Borrower under Applicable Law.

(f) Initial Benchmark Conforming Changes. In connection with the use or

administration of Daily Simple SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments

implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the

effectiveness of any Conforming Changes in connection with the use or administration of Daily Simple SOFR or Term SOFR.

SECTION 2.10

Notice and Manner of Conversion or Continuation of Loans. Provided that no Default or Event of Default has occurred and is then continuing and subject to the provisions of Section 2.17(a) and (c), the Borrower

shall have the option to (a) convert at any time following (x) the Closing Date, with respect to a conversion to a Daily Simple SOFR Loan or (y) the third U.S. Government Securities Business Day (or, with respect to ABR Loans made on

the Closing Date, the second U.S. Government Securities Business Day) after the Closing Date, with respect to a conversion to a Term SOFR Loan, all or any portion of any outstanding ABR Loans in a principal amount equal to $3,000,000 or any whole

multiple of $1,000,000 in excess thereof (or such lesser amount as shall represent all of the ABR Loans then outstanding) into one or more SOFR Loans and (b) with respect to any (x) Daily Simple SOFR Loan, at any time or (y) Term SOFR

Loan, upon the expiration of any Interest Period therefor, in each case, (i) convert all or any part of any outstanding SOFR Loans in a principal amount equal to $3,000,000 or a whole multiple of $1,000,000 in excess thereof (or such lesser

amount as shall represent all of the Daily Simple SOFR Loans or Term SOFR Loans, as applicable, then outstanding) into ABR Loans, Daily Simple SOFR Loans or Term SOFR Loans or (ii) continue any Term SOFR Loans as Term SOFR Loans. Whenever the

Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit A-4 (a

“Notice of Conversion/Continuation”) not later than (x) in the case of a Loan continuing as or converting to a Term SOFR Loan, 11:00 a.m. three (3) U.S. Government Securities Business Days (or, with respect to

Daily Simple SOFR Loans or ABR Loans made on the Closing Date, the second U.S. Government Securities Business Day) before the day on which a proposed conversion or continuation of such Loan is to be effective, (y) in the case of a Loan

converting to a Daily Simple SOFR Loan, 10:00 a.m. on the Business Day of such conversion or (z) in the case of a Loan converting to an ABR Loan, 11:00 a.m. on the Business Day of such conversion, in each case, specifying (A) the Loans to

be converted or continued, and, in the case of any Term SOFR Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the

principal amount of such Loans to be converted or continued, and (D) in the case of any Term SOFR Loan, the Interest Period to be applicable to such converted or continued Term SOFR Loan. If the Borrower fails to deliver a timely Notice of

Conversion/Continuation prior to the end of the applicable Interest Period for any Term SOFR Loan, such Term SOFR Loan shall be automatically continued as a Term SOFR Loan with an Interest Period of one (1) month as of the last day of such

Interest Period. If the Borrower requests a conversion to, or continuation of, a Term SOFR Loan, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. The Administrative Agent shall promptly

notify the Lenders of such Notice of Conversion/Continuation.

SECTION 2.11 Manner of Payment.

(a) Each payment by the Borrower on account of the principal of or interest on any Loan or of any fee, commission or other amounts payable to

the Lenders under this Agreement or any Loan shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent for the account of the applicable Lenders (except as set forth below) pro rata

in accordance with their respective Pro Rata Percentages (except as specified below) in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever.

Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Article VII, but for all other purposes shall be deemed to have been made on the next succeeding Business Day.

Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes.

(b) Pro Rata Treatment. Upon receipt by the Administrative Agent of each such

payment, the Administrative Agent shall distribute to each applicable Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Pro Rata Percentage (except as specified below)

and shall wire advice of the amount of such credit to each such Lender. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent. Any amount payable to any

Lender under Sections 2.16, 2.17, 2.18, 2.19, 2.20 or 9.05 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definitions of Interest Payment Date and Interest

Period, if any payment under this Agreement or any Loan shall be specified to be made upon a day which is not a Business Day, it shall be made on the next day which is a Business Day and such extension of time shall in such case be included in

computing any interest if payable along with such payment.

contained in this Section 2.11, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, each payment by the Borrower hereunder shall be applied in accordance with

Section 2.27(b).

SECTION 2.12 Crediting of Payments and Proceeds. In the event that the Borrower

shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Article VII, all payments received by the Lenders upon the Loans and the other Obligations and all net proceeds from the enforcement of

the Obligations shall be applied: (a) first to all expenses then due and payable by the Borrower hereunder and under the other Loan Documents, (b) then to all indemnity obligations then due and payable by the Borrower hereunder and under

the other Loan Documents, (c) then to all Administrative Agent’s fees then due and payable, (d) then to all facility and other fees and commissions then due and payable, (e) then pro rata to accrued and unpaid interest on

the Loans (pro rata in accordance with all such amounts due), and (f) then to the principal amount of the Loans (pro rata in accordance with all such amounts due).

SECTION 2.13 Adjustments. If any Lender (a “Benefited Lender”) shall at any time receive any payment of

all or part of the Obligations owing to it, or interest thereon, or if any Lender shall at any time receive any collateral in respect to the Obligations owing to it (whether voluntarily or involuntarily, by

set-off or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender, if any, in respect of the similar Obligations owing to such other Lender, or interest

thereon, such Benefited Lender shall purchase for cash from the other Lenders such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be

necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders, provided that:

(a) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be

rescinded, and the purchase price and benefits returned to the extent of such recovery, but without interest; and

(b) provisions of this

paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, (B) the application of cash collateral provided for in

Section 2.27 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary

thereof (as to which the provisions of this paragraph shall apply).

The Borrower agrees that each Lender so purchasing a portion of another Lender’s Loans may exercise

all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

SECTION 2.14 Nature of Obligations of Lenders Regarding the Loans; Assumption by the Administrative Agent. The obligations of the

Lenders under this Agreement to make the Loans are several and are not joint or joint and several. Unless the Administrative Agent shall have received notice from a Lender prior to a proposed borrowing date that such Lender will not make available

to the Administrative Agent such Lender’s ratable portion of the amount to be borrowed on such date (which notice shall not release such Lender of its obligations hereunder), the Administrative Agent may assume that such Lender has made such

portion available to the Administrative Agent on the proposed borrowing date in accordance with the terms hereof, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount.

If such amount is made available to the Administrative Agent on a date after such borrowing date, such Lender shall pay to the Administrative Agent on demand interest, until paid, for each day after the date such amount was due until the date such

amount is paid to the Administrative Agent, at the Federal Funds Rate for the first day such payment is not made, and thereafter at the interest rate applicable to such Loan pursuant to Section 2.09(a) or (c), as the

case may be. A certificate of the Administrative Agent with respect to any amounts owing under this Section 2.14 shall be conclusive, absent manifest error. If such Lender’s Pro Rata Percentage of such borrowing is

not made available to the Administrative Agent by such Lender within three (3) Business Days after such borrowing date, the Administrative Agent shall be entitled to recover such amount made available by the Administrative Agent with interest

thereon at the rate per annum applicable to ABR Loans hereunder, on demand, from the Borrower. The failure of any Lender to make available its Pro Rata Percentage of any Loan requested by a Borrower shall not relieve it or any other Lender of its

obligation, if any, hereunder to make its Pro Rata Percentage of such Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Pro Rata Percentage of such Loan available on the

borrowing date. Notwithstanding anything set forth herein to the contrary, any Lender that fails to make available its Pro Rata Percentage of any Loan shall not (a) have any voting or consent rights under or with respect to any Loan Document or

(b) constitute a “Lender” (or be included in the calculation of Required Lenders hereunder) for any voting or consent rights under or with respect to any Loan Document, in each case, as described further in

Section 2.27.

SECTION 2.15 [Reserved]

SECTION 2.16 Extension of Maturity Date.

(a) The Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not less than 45 days and not more than

90 days prior to the Maturity Date, request that each Lender extend such Lender’s initial Maturity Date to the date (the “New Maturity Date”) that is 364 days after the initial Maturity Date. Each Lender, acting in

its sole discretion, shall, by written notice to the Administrative Agent given no later than the date (the “Consent Date”) that is 20 days prior to the initial Maturity Date (provided that, if such date is not a Business

Day, the Consent Date shall be the next succeeding Business Day), advise the Administrative Agent as to:

(i) whether or

not such Lender agrees to such extension of its initial Maturity Date (each Lender so agreeing to such extension being an “Extending Lender”); and

(ii) only if such Lender is an Extending Lender, whether or not such Lender also irrevocably offers to purchase additional

Loans from any Non-Extending Lender (as defined below) (each Lender so offering to purchase additional Loans being an “Increasing Lender” as well as an Extending Lender) and, if so,

the amount of the additional Loans such Lender so irrevocably offers to purchase hereunder (such Lender’s “Proposed Additional Loans”).

Each Lender that determines not to extend its initial Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination but in any event no later than the Consent Date, and any

Lender that does not advise the Administrative Agent in writing on or before the Consent Date shall be deemed to be a Non-Extending Lender and (without limiting the Borrower’s rights under

Section 2.16(c)) shall have no liability to the Borrower in connection therewith. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. The Administrative Agent shall notify

the Borrower of each Lender’s determination under this Section 2.16(a) no later than the date 15 days prior to the initial Maturity Date (or, if such date is not a Business Day, on the next preceding Business Day).

(b)

(i) If

all of the Lenders are Extending Lenders, then, effective as of the initial Maturity Date (the “Extension Effective Date”), the initial Maturity Date of each Lender shall be extended to the New Maturity Date, and the

respective Loans of the Lenders will not be subject to change at such Extension Effective Date pursuant to this Section 2.16.

(ii) If and only if the sum of (x) the aggregate amount of the Loans of the Extending Lenders plus (y) the

aggregate amount of the Proposed Additional Loans of the Increasing Lenders (such sum, the “Extending Loans”) shall be equal to at least 50% of the then total Loans, then:

(A) effective as of the Extension Effective Date, the initial Maturity Date of each Extending Lender shall be extended to the

New Maturity Date;

(B) the Borrower shall (so long as no Event of Default shall have occurred and be continuing) have the

right, but not the obligation, to replace such Non-Extending Lender as a party to this Agreement in accordance with Section 2.16(c) prior to the initial Maturity Date; and

extension fee, provided that if such fee is paid, it will be shared on a ratable basis among the Extending Lenders.

(iii) If neither of the conditions specified in clause (i) or clause (ii) of this

Section 2.16(b) is satisfied, then neither the then current Maturity Date nor the Loan of any Lender will change pursuant to this Section 2.16, and the Borrower will not have the right to take the

actions specified in Section 2.16(b)(ii)(B).

Non-Extending Lenders pursuant to Section 2.16(b)(ii)(B) shall be effected as follows (certain terms being used in this Section 2.16(c) having the meanings

assigned to them in Section 2.16(d)) on the Assignment Date:

(i) the Assignors shall severally

assign and transfer to the Assignees, and the Assignees shall severally purchase and assume from the Assignors, all of the Assignors’ rights and obligations (including, without limitation, the Assignors’ respective Loans) hereunder and

under the other Loan Documents;

(ii) each Assignee shall pay to the Administrative Agent, for account of the Assignors, an

amount equal to such Assignee’s Share of the aggregate outstanding principal amount of the Loans then held by the Assignors; and

(iii) the Borrower shall pay to the Administrative Agent, for account of the

Assignors, all interest, fees and other amounts (other than principal of outstanding Loans) then due and owing to the Assignors by the Borrower hereunder (including, without limitation, payments due such Assignors, if any, under Sections

2.17(c), 2.18, 2.20, and 9.05).

The assignments provided for in this Section 2.16(c) shall be effected

on the relevant Assignment Date in accordance with Section 9.04 and pursuant to one or more Assignments and Acceptances. After giving effect to such assignments, each Assignee shall have a Loan hereunder (which, if such

Assignee was a Lender hereunder immediately prior to giving effect to such assignment, shall be in addition to such Assignee’s existing Loan) in an amount equal to the amount of its Assumed Loan. Upon any such assignment, such Assignor shall

cease to be a party hereto but shall continue to be obligated under Section 8.07 with respect to liabilities attributable to any time period prior to the Assignment Date and be entitled to the benefits of

Section 9.05, as well as to any fees and other amounts accrued for its account under Sections 2.07, 2.17(c), 2.18 or 2.20 and not yet paid.

(d) For purposes of this Section 2.16 the following terms shall have the following meanings (such meanings to be

equally applicable to both the singular and plural forms of the terms defined):

“Assigned Loans” means the Loans

of Non-Extending Lenders to be replaced pursuant to Section 2.16(b)(ii)(B).

“Assignees” means, at any time, Increasing Lenders and, if the Assigned Loans exceed the aggregate amount of the

Proposed Additional Loans, one or more New Lenders.

“Assignment Date” means the initial Maturity Date or such

earlier date as shall be acceptable to the Borrower, the relevant Assignors, the relevant Assignees and the Administrative Agent.

“Assignors” means, at any time, the Lenders to be replaced by the Borrower pursuant to

Section 2.16(b)(ii)(B).

The “Assumed Loan” of each Assignee shall be determined as

follows:

(a) If the aggregate amount of the Proposed Additional Loans of all of the Increasing Lenders shall exceed the aggregate amount

of the Assigned Loans, then (i) the amount of the Assumed Loan of each Increasing Lender shall be equal to (x) the aggregate amount of the Assigned Loans multiplied by (y) a fraction, the numerator of which is equal to such

Increasing Lender’s Loan as then outstanding and the denominator of which is the aggregate amount of the Loans of all Increasing Lenders as then outstanding; and (ii) no New Lender shall be entitled to become a Lender hereunder pursuant

to Section 2.16(c) (and, accordingly, each New Lender shall have an Assumed Loan of zero).

(b) If the

aggregate amount of the Proposed Additional Loans of all of the Increasing Lenders shall be less than or equal to the aggregate amount of the Assigned Loans, then: (i) the amount of the Assumed Loan of each Increasing Lender shall be equal to

such Increasing Lender’s Proposed Additional Loan; and (ii) the excess, if any, of the aggregate amount of the Assigned Loans over the aggregate amount of the Proposed Additional Loans shall be allocated among New Lenders in such a manner

as the Borrower and the Administrative Agent may agree.

“New Lender” means an Eligible Assignee approved by the

Administrative Agent that the Borrower has requested to become a Lender hereunder pursuant to this Section 2.16.

“Share” means, as to any Assignee, a fraction the numerator of which is equal to such Assignee’s Assumed Loan

and the denominator of which is the aggregate amount of the Assumed Loans of all the Assignees.

(e) In the event that an extension is effected pursuant to this

Section 2.16 (but subject to the provisions of Sections 2.05 and 2.06 and Article VII), the aggregate principal amount of all Loans shall be repaid in full ratably to the Lenders on the New Maturity

Date. As of the Extension Effective Date, any and all references in this Agreement or any of the other Loan Documents to the “Maturity Date” shall refer to the New Maturity Date.

(f) Notwithstanding anything to the contrary set forth herein, this Section 2.16 shall supersede any provisions in

Section 2.11(c) and Section 9.08 to the contrary.

SECTION 2.17 Changed

Circumstances.

(a) Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with

any request for a SOFR Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and

adequate means do not exist for ascertaining Daily Simple SOFR pursuant to the definition thereof or Term SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan on or prior to the first day of such Interest Period or

(ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Daily Simple SOFR or Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making

or maintaining such Loans during such Interest Period and, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly

give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or continue any Loan as a SOFR Loan, shall

be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods of any Term SOFR Loan) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon

receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods of any Term SOFR Loan) or,

failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been

converted into ABR Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued

interest on the amount converted, together with any additional amounts required pursuant to Section 2.18.

(b)

Laws Affecting SOFR Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable

agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental

Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any SOFR Loan, or to determine or charge

interest based upon SOFR, Daily Simple SOFR, the Term SOFR Reference Rate or Term SOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other

Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no

longer exist, (i) any obligation of the Lenders to make Daily Simple SOFR Loans or Term SOFR Loans, as applicable, and any right of the Borrower to convert any Loan to a Daily Simple SOFR Loan or a Term SOFR Loan, as applicable, or continue any

Loan as a Term SOFR Loan, shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base

Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), convert all SOFR Loans to ABR Loans (in each

case, if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base

Rate”), (A) with respect to any Daily Simple SOFR Loans, on the Interest Payment Date therefor and (B) with respect to any Term SOFR Loans, on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to

maintain such SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with

any additional amounts required pursuant to Section 2.18.

(i) Benchmark Replacement.

(A) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark

Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00

p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not

received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.17(c)(i)(A) will

occur prior to the applicable Benchmark Transition Start Date.

(ii) Benchmark Replacement Conforming Changes. In

connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any

other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower

and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The

Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.17(c)(iv). 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 2.17(c), 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 2.17(c).

(iv) Unavailability of Tenor of Benchmark. 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), (A) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (1) 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 (2) 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 not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or

analogous definition) for any Benchmark settings at or after such time to remove such unavailable or

non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a

Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify

the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark

Unavailability Period, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower

will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans and (B) any outstanding affected SOFR Loans will be deemed to have been converted to ABR Loans (I) with respect to any Daily

Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. 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 the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

(d) Increased Costs. If any Change in Law shall:

(i) except as provided in Section 2.20(e), subject any of the Lenders (or any of their respective

Lending Offices) to any tax, duty or other charge with respect to any Loan or shall change the basis of taxation of payments to any of the Lenders (or any of their respective Lending Offices) of the principal of or interest on any Loan or any other

amounts due under this Agreement in respect thereof (except for any Taxes covered by Section 2.20(c) or Excluded Taxes); or

(ii) impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board), special

deposit, insurance or capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any of the Lenders (or any of their respective Lending Offices); or

(iii) impose on any Lender (or any of their respective Lending Offices) any other condition, cost or expense (other than Taxes)

affecting this Agreement or Loans made by such Lender,

and the result of any of the foregoing events described in clause (i), (ii) or

(iii) above is to increase the costs to any of the Lenders of maintaining any SOFR Loan or to reduce the yield or amount of any sum received or receivable by any of the Lenders under this Agreement or under the Loans in respect of a SOFR

Loan then, upon the request of such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or Lenders for such increased cost or reduction. A certificate of such Lender setting forth in

reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

(e) Exchange Indemnification and Increased Costs. The Borrower shall, upon demand from the Administrative Agent, pay to the

Administrative Agent or any applicable Lender, the amount of (i) any loss or cost or increased cost incurred by the Administrative Agent or any applicable Lender or (ii) any reduction in any amount payable to or in the effective return on

the capital to the Administrative Agent or any applicable Lender. A certificate of the Administrative Agent setting forth the basis for determining such additional amount or amounts necessary to compensate the Administrative Agent or the applicable

Lender shall be conclusively presumed to be correct save for manifest error.

SECTION 2.18 Indemnity. The Borrower hereby indemnifies each of the Lenders

against any loss or expense (excluding loss of anticipated profits) which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a

consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a Term SOFR Loan, (b) due to any failure of the Borrower to borrow, continue or convert on a date specified therefor in a

Notice of Borrowing or Notice of Conversion/Continuation, (c) due to any payment, prepayment or conversion of any Term SOFR Loan on a date other than the last day of the Interest Period therefor or (d) due to the assignment of any Term

SOFR Loan other than on the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.16(c) or Section 2.26. A certificate of such Lender setting forth

the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 2.19 Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of

such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the capital of, or has affected or would affect the amount of capital or liquidity

required to be maintained by, any Lender or any corporation controlling such Lender as a consequence of, or with reference to this Agreement, the Loans, or the Commitments, below the rate which such Lender or such other corporation could have

achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then within five (5) Business Days after

written demand by any such Lender, the Borrower shall pay to such Lender from time to time as specified by such Lender additional amounts sufficient to compensate such Lender or other corporation for such reduction. A certificate submitted to the

Borrower and the Administrative Agent by such Lender setting forth in reasonable detail such amounts, shall, in the absence of manifest error, be presumed to be correct and binding for all purposes.

SECTION 2.20 Taxes.

(a) Payments Free and Clear. Except as otherwise provided in Section 2.20(e), any and all payments by the

Borrower hereunder or under the Loans shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in

the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do

business or any political subdivision thereof, (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender’s Lending Office or any political subdivision thereof, (iii) in the case of a

Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.26), any withholding tax that is imposed under any law in effect at the time such Foreign Lender becomes a party hereto (or

designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect

to such withholding tax pursuant to this Section 2.20(a), (iv) in the case of a Foreign Lender, is attributable to such Foreign Lender’s failure or inability (other than as a result of the occurrence, after the date

of this Agreement, of any Change in Law) to comply with Section 2.20(e) and (v) any U.S. federal withholding taxes imposed under FATCA (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities

not excluded by items (i), (ii), (iii) or (iv) being hereinafter referred to as “Taxes,” and all such excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities described in items (i), (ii),

(iii) or (iv) being hereinafter referred to as “Excluded Taxes”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Loan to any Lender

or the Administrative Agent, (A) except as otherwise provided in Section 2.20(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including

deductions or withholdings applicable to additional sums payable under this Section 2.20) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received

had no

such deductions or withholdings been made, (B) the Borrower shall make such deductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing

authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other Governmental Authority in the

manner provided in Section 2.20(d).

(b) Stamp and Other Taxes. In addition, the Borrower shall pay any

present or future stamp, registration, recordation or documentary taxes or any other similar fees or charges or excise or property taxes, levies of the United States or any state or political subdivision thereof or any applicable foreign

jurisdiction which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Loans or the other Loan Documents, or the perfection of any rights or security interest in

respect thereof (hereinafter referred to as “Other Taxes”).

in Section 2.20(e), the Borrower shall indemnify each Lender and the Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes and Other Taxes imposed by any jurisdiction on

amounts payable under this Section 2.20) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether

or not such Taxes or Other Taxes were correctly or legally asserted. Such indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. A certificate of the

Administrative Agent or such Lender setting forth in reasonable detail the basis for determining such indemnification shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for

manifest error. Nothing contained in this Section 2.20(c) shall prevent the Borrower from pursuing, at the sole cost and expense of the Borrower, the refund of any such Taxes or Other Taxes from the Foreign Lender which

paid, or upon whose behalf the Borrower paid, such Taxes or Other Taxes if the Borrower in good faith believes such taxes were incorrectly or illegally asserted.

(d) Evidence of Payment. Within 30 days after the date of any payment of Taxes or Other Taxes, the Borrower shall furnish to the

Administrative Agent and the applicable Lender, at its address referred to in Section 9.01, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment satisfactory to the

Administrative Agent.

(e) Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or

payment of taxes, each Lender and the Administrative Agent shall deliver to the Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance or any accession

agreement executed and delivered in accordance with Section 2.28(a) two United States Internal Revenue Service Forms W-9, Forms W-8ECI, Forms W-8BEN or Forms W-8BEN-E, as applicable (or successor forms) properly completed and certifying in each case that such Lender is

entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes and backup withholding taxes. Each such Lender further agrees to deliver to the Borrower, with a copy to the Administrative

Agent, as applicable, two Form W-9, Form W-8BEN, Form W-8BEN-E or Form W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in

the most recent form previously delivered by it to the Borrower, certifying in the case of a Form W-9, Form W-8BEN, Form W-8BEN-E or Form W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States

federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable

or the exemption to which such forms relate unavailable and such Lender notifies the Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in

the case of a Form W-9, Form W-8BEN, Form W-8BEN-E or Form

W-8ECI, establishing an exemption from United States backup withholding tax. 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 the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by

Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the 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. Notwithstanding anything in any

Loan Document to the contrary, the Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 2.20 or Section 2.17(d), (i) if such Lender or

the Administrative Agent fails to comply with the requirements of this Section 2.20(e), other than to the extent that such failure is due to a Change in Law occurring after the date on which such Lender or the

Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

(f) Survival. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the

Borrower and Lenders contained in this Section 2.20 shall survive the payment in full of the Obligations and the termination of the Commitments of all Lenders.

(g) Treatment of Certain Refunds. If the Administrative Agent or a Lender determines, in its sole but reasonable discretion, that it

has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such

refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable and documented out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental

Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by

the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph (g) shall not be

construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(h) Indemnification by Lenders. Each Lender shall indemnify the Administrative Agent within 10 days after demand therefor, for the full

amount of any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent, and reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded 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 against any amount due to the Administrative Agent under this paragraph (h). The agreements in this paragraph

(h) shall survive the resignation and/or replacement of the Administrative Agent.

(i) Defined Term. For purposes of this

Section 2.20, the term “Applicable Law” includes FATCA.

SECTION 2.21 Mitigation by

Lenders. If any Lender requests compensation pursuant to Section 2.17 or Section 2.19, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority

for the account of any Lender pursuant to Section 2.20, 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, solely in the

judgment of such Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 2.17,

Section 2.19 or Section 2.20, as the case may be, in the future and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be practically disadvantageous

to such Lender. Failure or delay on the part of any Lender to demand compensation pursuant to Section 2.17 or Section 2.19 shall not constitute a waiver of such Lender’s right to demand such

compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to such Sections for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the

event giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except 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 2.22 General Policy of

Lenders. Notwithstanding anything in this Agreement to the contrary, no Lender shall be entitled to compensation under Section 2.17, Section 2.18, Section 2.19 or

Section 2.20 if it shall not be the general policy or practice of such Lender to demand such compensation in similar circumstances and unless such demand is generally consistent with such Lender’s treatment of

comparable borrowers of such Lender with respect to similarly affected commitments or loans; provided, however, that no Lender shall be obligated to disclose confidential information relating to its other borrowers to establish its

general policies or practices with respect to such compensation.

SECTION 2.23 [Reserved]

SECTION 2.24 [Reserved]

SECTION 2.25 [Reserved]

SECTION 2.26 Replacement of Certain Lenders. In the event any Lender (a) shall have requested additional

compensation from the Borrower under Section 2.17(d), Section 2.19 or Section 2.20, (b) shall have given notice under Section 2.17 of its

inability to make or maintain as such any SOFR Loan, (c) is a Defaulting Lender hereunder, or (d) is a Non-Consenting Lender, the Borrower may, at its sole expense and effort, require such Lender

(each, a “Departing Lender”) to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in, and the consents required by, Section 9.04) all its

interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, however,

that (i) such assignment shall not conflict with any Applicable Law, (ii) the Borrower shall have received a written consent of the Administrative Agent in the case of an assignee that is not a Lender, which consent shall not

unreasonably be withheld, and (iii) the Borrower or such assignee shall have paid to the Departing Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all

other amounts owed to it hereunder. If such Departing Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within a period of

time deemed reasonable by the Administrative Agent after the later of (x) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (y) the date on which the Departing

Lender receives all payments described in clause (iii), then such Departing Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be

entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Departing Lender.

SECTION 2.27 Defaulting Lenders. Notwithstanding anything to the contrary

contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(a) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect

to this Agreement shall be restricted as set forth in Section 9.08(b) and the definition of “Required Lenders”.

(b) Reallocation of Payments. 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, or otherwise, and including any amounts made available to the Administrative Agent for the account of such Defaulting Lender pursuant to

Section 9.06), 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, as the Borrower 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; third, to the payment of any amounts owing to the Administrative Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender

against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a

result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to such Defaulting

Lender or as otherwise directed by a court of competent jurisdiction. 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 2.27(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(c) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting

Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the date specified in such notice and subject to any conditions set forth therein (which may include

arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be

necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Percentages, whereupon such Lender will cease to be a Defaulting Lender, provided that no adjustments will be made retroactively with

respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change

hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

SECTION 2.28 Certain Permitted Amendments.

(a) The Borrower may, by written notice to the Administrative Agent from time to time after the Closing Date, but not more than one time

during the term of this Agreement, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative

Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which

shall not be less than 10 Business Days or more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary in Section 9.08, each

Permitted Amendment shall only require the consent of the Borrower, the Administrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”), and each Permitted

Amendment shall become effective only with respect to the Loans of the Accepting Lenders. In connection with any Loan Modification Offer, the Borrower may, at its sole option, repay in full all outstanding Loans to one or more of the Lenders that

are not Accepting Lenders, and accrued but unpaid interest and fees (along with any amount owing pursuant to Section 2.18), at such time owing to such Lender, with such repayment being made upon the effectiveness of the

Permitted Amendment. Additionally, the Borrower may request any other Eligible

Assignee (including any required consent of the Administrative Agent, such consent not to be unreasonably withheld) to provide Loans on the terms set forth in such Loan Modification Offer in an

amount not to exceed the amount of the Loans repaid pursuant to the preceding sentence, provided that each Eligible Assignee (that is not an existing Lender) shall execute an accession agreement to this Agreement.

(b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a Loan Modification Agreement and such other

documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of

each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the

existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans of the Accepting Lenders, including any amendments necessary to treat the applicable Loans of the Accepting Lenders as a new “Class” of

loans hereunder. Notwithstanding the foregoing, no Permitted Amendment shall become effective unless the Administrative Agent, to the extent reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions,

officer’s and secretary’s certificates and other documentation consistent with those delivered on the Closing Date under this Agreement.

(ii) an increase in the interest rate with respect to the Loans of the Accepting Lenders, (iii) the inclusion of additional fees to be payable to the Accepting Lenders in connection with the Permitted Amendment (including any upfront

fees), (iv) such amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to each new

“Class” of loans resulting therefrom, provided that payments of principal and interest on Loans (including loans of Accepting Lenders) shall continue to be shared pro rata in accordance with

Section 2.11(b), except that notwithstanding Section 2.11(b) the Loans of the Lenders that are not Accepting Lenders may be repaid on their applicable Maturity Date, without any pro rata repayment

of loans of Accepting Lenders with a different Maturity Date, and (v) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to give effect to the

foregoing Permitted Amendments.

(d) This Section 2.28 shall supersede any provision in

Section 9.08 to the contrary. Notwithstanding any reallocation into extending and non-extending “Classes” in connection with a Permitted Amendment, all Loans to the

Borrower under this Agreement shall rank pari passu in right of payment.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to each of the Lenders that:

SECTION 3.01 Organization; Powers. Each of the Borrower and the Restricted Subsidiaries (a) is duly organized, validly

existing and in good standing under the laws of the jurisdiction of its organization, except, in the case of any Restricted Subsidiary whose failure to be validly existing or in good standing could not reasonably be expected to have a Material

Adverse Effect, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, except where the failure to do so could not reasonably be expected to result

in a Material Adverse Effect, (c) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify could not reasonably be expected to result in a Material Adverse Effect, and

(d) in the case of the Borrower, has the power and authority to execute, deliver and perform its obligations under each Loan Document to which it is party and each other agreement or instrument contemplated thereby and in the case of the

Borrower, to borrow and incur other obligations hereunder.

SECTION 3.02 Authorization. The execution, delivery and performance by the

Borrower of the Loan Documents to which it is to be a party and the borrowings of the Loans, and the use of proceeds thereof (collectively, the “Transactions”) (a) have been duly authorized by all requisite action,

including approval of the Borrower’s board of directors or similar governing body and if required, stockholder action on the part of the Borrower, or, in the case of the use of proceeds thereof, will be so authorized in the ordinary course

after the Closing Date, and (b) will not (i) violate (A) any provision of law, statute, rule or regulation applicable to the Borrower or any Subsidiary if such matter could reasonably be expected to have a Material Adverse Effect,

or of the certificate or articles of incorporation or other constitutive documents or by-laws of the Borrower or any Subsidiary, (B) any order of any Governmental Authority if such matter could reasonably

be expected to have a Material Adverse Effect or (C) any provision of any indenture, agreement or other instrument to which the Borrower or any Subsidiary is a party or by which any of them or any of their property is or may be bound if such

matter could reasonably be expected to have a Material Adverse Effect, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement or other

instrument if such matter could reasonably be expected to have a Material Adverse Effect or (iii) result in the creation or imposition of any Lien (other than pursuant to the Loan Documents or the Indenture) upon or with respect to any property

or assets now owned or hereafter acquired by the Borrower or any Restricted Subsidiary.

SECTION 3.03 Enforceability. This

Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower will constitute, a legal, valid and binding obligation of the Borrower enforceable against the

Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

SECTION 3.04 Governmental Approvals. No action, consent or approval of, registration or filing with or any other action

by any Governmental Authority is or will be required in connection with the Transactions, except such as have been made or obtained and are in full force and effect or will be made or obtained in accordance with Applicable Laws, except when failure

to obtain any such consents or approvals could not reasonably be expected to cause a Material Adverse Effect or jeopardize enforceability of any of the Loan Documents.

SECTION 3.05 Financial Statements. The Borrower has heretofore furnished to Administrative Agent (i) the

Consolidated balance sheets and statements of income and cash flow of the Borrower and its Consolidated Subsidiaries as of and for the fiscal year ended December 31, 2025, audited and accompanied by the opinion of Ernst & Young LLP,

independent public accountants and (ii) the unaudited Consolidated balance sheets and statements of income and cash flow of the Borrower and its Consolidated Subsidiaries as of and for the fiscal quarter ended June 30, 2026 certified by

the Financial Officer of the Borrower. Such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries as of such dates and for such

periods. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the dates thereof. Such financial statements were prepared in

accordance with GAAP applied on a consistent basis, subject in the case of clause (ii) above to normal year-end adjustments and the absence of footnotes.

SECTION 3.06 No Material Adverse Change. As of the date hereof, there has been no material adverse change in the business,

assets, operations, property, or financial condition of the Borrower, its Domestic Subsidiaries that are Restricted Subsidiaries and its Foreign Subsidiaries, taken as a whole, since December 31, 2025, not previously disclosed in writing to the

Administrative Agent or Lenders or disclosed in public filings of the Borrower made with the Securities and Exchange Commission prior to the Closing Date and publicly available electronically at www.sec.gov or www.choicehotels.com (it being

understood that changes in general economic conditions shall not be deemed to constitute such a material adverse change).

SECTION 3.07 Title to Properties; Possession Under Leases.

(a) Each of the Borrower and the Restricted Subsidiaries has good and marketable title to, or valid leasehold interests in, all its properties

and assets, except (i) for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes or (ii) where such failure would

not otherwise, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens permitted by Section 6.02.

(b) Each of the Borrower and the Restricted Subsidiaries has complied with all obligations under all leases to which it is a party and

all such leases are in full force and effect, except to the extent any failure to do so would not reasonably be expected to have a Material Adverse Effect. Each of the Borrower and the Subsidiaries enjoys peaceful and undisturbed possession under

all such material leases, except to the extent any failure to do so would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.08 [Reserved].

SECTION 3.09 Litigation; Compliance with Laws.

(a) There are not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the

knowledge of any Responsible Officer of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary or any business, property or rights of any such Person and to the knowledge of any Responsible Officer of the Borrower

there are not any investigations now pending or threatened against the Borrower or any Restricted Subsidiary, in each case, (i) which involve any Loan Document or the Transactions (excluding any such actions, suits or proceedings threatened by

the Lenders or the Administrative Agent) or (ii) as to which there is a reasonable probability of an adverse determination and which, if such probable adverse determination occurred, could, individually or in the aggregate, reasonably be

anticipated to result in a Material Adverse Effect.

(b) To the best knowledge of any Responsible Officer of the Borrower, neither the

Borrower nor any of the Subsidiaries is in violation of any law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be

anticipated to result in a Material Adverse Effect.

SECTION 3.10 Agreements.

(a) Neither the Borrower nor any of the Subsidiaries is a party to any agreement or instrument or subject to any corporate or other

restriction that has resulted or could reasonably be anticipated to result in a Material Adverse Effect.

(b) Neither the Borrower nor any

of its Subsidiaries is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its

properties or assets are or may be bound, where such default could reasonably be anticipated to result in a Material Adverse Effect.

SECTION 3.11 Federal Reserve Regulations.

(a) Neither the Borrower nor any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of

extending credit for the purpose of purchasing or carrying Margin Stock.

(b) Following application of the proceeds of each Loan, not more than twenty-five percent

(25%) of the value of the assets of the Borrower will be Margin Stock. No part of the proceeds of any Loan has been used for any purpose that violates the provisions of Regulations T, U or X.

SECTION 3.12 Investment Company Act. Neither the Borrower nor any of its Subsidiaries is an “investment company”

as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.13 Use of Proceeds. The

Borrower will use the proceeds of the Loans in accordance with Section 5.08.

SECTION 3.14 Tax

Returns. Each of the Borrower and the Restricted Subsidiaries has filed or caused to be filed all Federal, state, local and foreign tax returns required to have been filed by it and has paid or caused to be paid all taxes shown to be due

and payable on such returns or on any assessments received by it, except, in each case, (a) taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary shall have set aside on its books

reserves as shall be required in conformity with GAAP or (b) to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.15 No Material Misstatements. No information, report, financial statement, exhibit or schedule (other than

financial projections, forward-looking statements and any information of a general economic or industry nature) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of any Loan

Document or included therein or delivered pursuant thereto (as modified or supplemented by other information so furnished) contained or contains when furnished any untrue statement of material fact or omitted or omits to state any material fact

necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading, provided that notwithstanding the foregoing with respect to financial projections, financial projections

shall, to the actual knowledge of the chief financial officer of the Borrower, represent good faith estimates of the financial condition and operations of the Borrower and its Subsidiaries (using assumptions that the chief financial officer of the

Borrower believes in good faith to be reasonable at the time prepared and made available, it being recognized by the Administrative Agent and the Lenders that such projections are not to be viewed as facts or guaranties of future performance, that

actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will in fact be realized).

SECTION 3.16 Employee Benefit Plans. Except as would not reasonably be expected to have a Material Adverse Effect, with

respect to each of the Plans, (i) each of the Borrower and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the regulations and published interpretations thereunder, (ii) no

Reportable Event has occurred as to which the Borrower or any ERISA Affiliate was required to file a report with the PBGC, (iii) the present value of all benefit liabilities under each Plan (based on those assumptions used to fund such Plan)

did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan, (iv) neither the Borrower nor any ERISA Affiliate has incurred any Withdrawal Liability or any other liability under Title IV of

ERISA (other than premiums not yet due) that remains unpaid, (v) neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV

of ERISA, and to the best knowledge of any Responsible Officer of the Borrower no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, and (vi) neither the Borrower nor any ERISA Affiliate has received any

notice from the PBGC regarding the funded status of any Plan.

SECTION 3.17 [Reserved].

SECTION 3.18 Solvency. As of the Closing Date, with respect to the Borrower

and the Restricted Subsidiaries, collectively, (a) the fair valuation of and the present fair saleable value of their assets, measured on a going concern basis, exceed the amount that will be required to be paid on or in respect of their

existing debts and other probable liabilities at a fair valuation (including contingencies) as such debts and liabilities mature, as such value and such liabilities are determined in accordance with Sections 101 of the Bankruptcy Code or Sections 1

and 2 of the Uniform Fraudulent Transfer Act, (b) their assets do not constitute unreasonably small capital for the Borrower and the Restricted Subsidiaries to carry out their businesses as now conducted and as proposed to be conducted and

(c) they do not intend to incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature.

SECTION 3.19 OFAC. Neither the Borrower nor any of its Subsidiaries is (i) a Sanctioned Person, (ii) under

administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or

Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (iii) directly or indirectly derive revenues from investments in, or transactions with, Sanctioned Persons in violation

of applicable Sanctions.

SECTION 3.20 Intellectual Property. Except as could not reasonably be expected to have a Material

Adverse Effect:

(a) The Borrower and each of its Restricted Subsidiaries owns or has the right to use, under valid license agreements or

otherwise, all material patents, licenses, franchises, trademarks, trademark rights, trade names, trade name rights, trade secrets and copyrights (collectively, “Intellectual Property”) necessary to the conduct of their

respective businesses as now conducted, without known conflict with any patent, license, franchise, trademark, trade secret, trade name, copyright, or other proprietary right of any other Person;

(b) The Borrower and each of its Restricted Subsidiaries have taken all such steps as they deem reasonably necessary to protect their

respective rights under and with respect to such Intellectual Property;

no claim has been asserted in writing by any Person with respect to the use of any Intellectual Property by the Borrower or any of its Restricted Subsidiaries, or challenging or questioning the validity of any Intellectual Property; and

(d) The use of such Intellectual Property by the Borrower and each of its Restricted Subsidiaries does not infringe on the rights of any

Person, subject to such claims and infringements as do not, in the aggregate, give rise to any material liabilities on the part of the Borrower or any of its Restricted Subsidiaries.

SECTION 3.21 Anti-Corruption Laws; Anti-Money Laundering Laws. The Borrower and all of its Subsidiaries and, to the knowledge of

any Responsible Officer of the Borrower, all directors, officers, employees, agents or Affiliates thereof, are in compliance in all material respects with applicable Sanctions (including the Trading with the Enemy Act), Anti-Money Laundering Laws

Anti-Corruption Laws and the PATRIOT Act.

SECTION 3.22 Affected Financial Institution. Neither the Borrower nor any of its

Subsidiaries is an Affected Financial Institution.

SECTION 3.23 Beneficial Ownership. As of the Closing Date, the information

included in the Beneficial Ownership Certification delivered by the Borrower prior to the Closing Date is true and correct in all material respects.

ARTICLE IV

CONDITIONS OF LENDING

SECTION 4.01 Conditions to Effectiveness and Making of Loans. The effectiveness of this Agreement and the obligations of the

Lenders to make the Loans on the Closing Date hereunder are subject to the satisfaction of the following conditions:

(a) The

Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or analogous documents) and all amendments thereto of the Borrower certified as of a recent date by the Secretary of State (or other

appropriate Governmental Authority) of the state (or country) of its organization or such other evidence as is reasonably satisfactory to the Administrative Agent; (ii) a certificate as to the good standing (or other analogous certification to

the extent available) of the Borrower as of a recent date, from the appropriate Secretary of State (or other appropriate Governmental Authority) or such other evidence as is reasonably satisfactory to the Administrative Agent; (iii) a

certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or such other analogous

documents to the extent available) of the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy

of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which it is party the borrowings hereunder, and that such resolutions have not been modified,

rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or analogous documents) of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of

good standing (or other analogous certification or such other evidence reasonably satisfactory to the Administrative Agent) furnished pursuant to clause (i) or (ii) above, and (D) as to the incumbency and specimen signature

of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower; (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant

Secretary executing the certificate pursuant to (iii) above; and (v) such other documents as the Administrative Agent or the Lenders may reasonably request.

(b) The Administrative Agent shall have received a certificate of the Borrower, dated the Closing Date and signed by a Financial Officer of

the Borrower confirming compliance with the conditions precedent set forth in paragraphs (o) and (p) of Section 4.01.

(c) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date.

(d) The Administrative Agent shall have received a favorable written opinion of Hogan Lovells Cadwalader US LLP, special counsel to the

Borrower, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent and the Lenders, and the Borrower hereby instructs such counsel to deliver such opinion to the

Administrative Agent.

(e) Neither the Borrower nor any of its Restricted Subsidiaries shall have outstanding any Indebtedness, other than

(i) Indebtedness incurred under the Loan Documents and (ii) other Indebtedness permitted under Section 6.01 and outstanding on the Closing Date.

(f) No condition, circumstance, action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any

court or before any arbitrator or Governmental Authority that could be reasonably be expected to have a Material Adverse Effect.

(g) The

Administrative Agent shall have received counterparts of all Loan Documents signed on behalf of the Borrower.

(h) The Administrative

Agent shall have received an original Note duly executed by the Borrower and payable to the order of each Lender that has requested the same.

(i) The Borrower shall have received all material governmental, shareholder and third party

consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents and the other

transactions contemplated hereby and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on the Borrower or

such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect.

(j) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental

Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby, or

which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby.

(k) No material adverse change in the business, assets, operations, property, liabilities (actual or contingent) or financial condition

of the Borrower and its Subsidiaries, taken as a whole, shall have occurred since December 31, 2025 except as disclosed in public filings of the Borrower made with the Securities and Exchange Commission prior to the Closing Date and publicly

available electronically at www.sec.gov or www.choicehotels.com.

(l) (i) The Borrower shall have provided to the Administrative Agent and

the Lenders the documentation and other information requested by the Administrative Agent or any Lender to comply with its “know your customer” requirements and to confirm compliance with all applicable Sanctions, Anti-Money Laundering

Laws, Anti-Corruption Laws, the Trading with the Enemy Act and the PATRIOT Act, and (ii) if the Borrower qualifies as a “legal entity customer” within the meaning of the Beneficial Ownership Regulation, a Beneficial Ownership

Certification for the Borrower; in each case delivered at least five Business Days prior to the Closing Date.

(m) The Administrative

Agent shall have received a Notice of Account Designation in the form attached hereto as Exhibit A-2.

(n) The Administrative Agent shall have received a Notice of Borrowing as required by Section 2.02.

(o) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of

the Closing Date with the same effect as though made on and as of such date, unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects and except to the

extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date.

(p) No Default or Event of Default shall have occurred and be continuing.

The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notices shall be conclusive and binding.

ARTICLE V

AFFIRMATIVE COVENANTS

The

Borrower covenants and agrees with each Lender that, so long as this Agreement shall remain in effect or the principal of or interest on any Loan, any fees or any other expenses or amounts payable under any Loan Document shall be unpaid

(other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted), unless the Required Lenders shall otherwise consent in writing, the Borrower shall, and shall cause each of the Restricted Subsidiaries

to:

SECTION 5.01 Existence; Businesses and Properties.

(a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise

permitted under Section 6.05, and except for inactive Restricted Subsidiaries that do not engage in any business and except for Restricted Subsidiaries whose failure to maintain legal existence would not reasonably be

expected to have a Material Adverse Effect.

(b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep

in full force and effect the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names used in the conduct of its business, except to the extent any failure to do so would not reasonably be expected to

have a Material Adverse Effect; comply with all applicable laws, rules, regulations and orders of any Governmental Authority, whether now in effect or hereafter enacted, except to the extent any failure to do so would not reasonably be expected to

have a Material Adverse Effect.

(i) maintain and operate its business in primarily the manner in which it is presently conducted and operated; and (ii) at all times maintain and preserve all property used in the conduct of such business and keep such property in good

repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith

may be properly conducted at all times.

SECTION 5.02 Insurance. Keep its insurable properties adequately insured at all

times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar

businesses, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it; and maintain such other

insurance as may be required by law.

SECTION 5.03 Taxes. Pay and discharge promptly when due all taxes, assessments and

governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful and valid claims for labor, materials and supplies or otherwise

which, if unpaid, would reasonably be expected to have a Material Adverse Effect; provided, however, that such payment and discharge shall not be required with respect to any such tax, assessment, charge, levy or claim so long as the validity

or amount thereof shall be contested in good faith by appropriate proceedings and the Borrower or such Restricted Subsidiary shall have set aside on its books reserves with respect thereto as shall be required in conformity with GAAP.

SECTION 5.04 Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent (for

further delivery by the Administrative Agent to the Lenders in accordance with its customary practice):

(a) within 90 days after the end

of each fiscal year, its audited Consolidated balance sheets and related statements of income and cash flow, showing the financial condition of the Borrower and its Consolidated Subsidiaries as of the close of such fiscal year and the results of its

operations and the operations of such Subsidiaries during such year, all audited by Ernst & Young LLP or such other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and

accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such Consolidated financial statements fairly present in all material respects the financial condition and results of operations

of the Borrower on a Consolidated basis in accordance with GAAP consistently applied;

(b) within 50 days after the end of each of the first three fiscal quarters of each fiscal

year, beginning with the fiscal quarter ending September 30, 2026, its unaudited Consolidated balance sheets and related statements of income and cash flow, showing the financial condition of the Borrower and its Consolidated Subsidiaries as of

the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by the Financial Officer of the Borrower as fairly

presenting in all material respects the financial condition and results of operations of the Borrower on a Consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit

adjustments and the absence of footnotes;

(b) above, a certificate of the accounting firm or the Financial Officer of the Borrower opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim

responsibility for legal interpretations) and in any event will be based on the actual knowledge after due inquiry of the Person giving the certificate, and:

(i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred,

specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto;

(ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the

covenants contained in Section 6.11 and, if applicable, Section 6.12; and

(iii) with respect to the computations delivered pursuant to Section 5.04(c)(ii), the Financial

Officer shall break out and separately provide the financial information relating solely to Domestic Subsidiaries that are Unrestricted Subsidiaries and certify the accuracy of such information;

(d) promptly after the same become publicly available, copies (which such deliveries may be made by email) of all periodic and other reports,

proxy statements and other materials filed by it with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its

shareholders, as the case may be;

(e) promptly upon a Responsible Officer of the Borrower becoming aware of a change in the Debt Rating

(including the initial issuance of any Investment Grade Rating or the failure to maintain any Investment Grade Rating);

(f) promptly

following any change in beneficial ownership of the Borrower that would render any statement in an existing Beneficial Ownership Certification untrue or inaccurate, an updated Beneficial Ownership Certification (it being understood that no reporting

shall be required pursuant to this clause (f) with respect to the Borrower as long as it remains listed on the New York Stock Exchange); and

(g) promptly from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or

any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request, including, without limitation, any information that the Administrative Agent or any Lender deems

reasonably necessary from time to time in order to comply with its “know your customer” requirements and to confirm compliance with all applicable Sanctions, Anti-Money Laundering Laws, Anti-Corruption Laws, the Trading with the Enemy

Act and the PATRIOT Act; provided, however, that notwithstanding anything to the contrary in this

Agreement or in any other Loan Document, in no event shall the Borrower or any Subsidiary be required to provide any such information which (i) violates any binding confidentiality

obligations of the Borrower and/or its Subsidiaries to a Person other than the Borrower or any of its Subsidiaries (not entered into in contemplation hereof), (ii) constitutes non-financial trade secrets or non-financial proprietary information, (iii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Applicable Law or

(iv) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that the Borrower shall (i) use commercially reasonable efforts to communicate such materials in a manner that would not waive

such privilege or violate such Applicable Law or confidentiality obligations and (ii) notify the Administrative Agent to the extent that any such materials are not being disclosed on such grounds.

Any of the deliveries required by this Section 5.04 may be made by email to the Administrative Agent in accordance with

Section 9.01, provided that the financial statements required to be delivered pursuant to paragraphs (a) and (b) above and the information required to be delivered pursuant to paragraph (d) above shall be

deemed to have been delivered on the earlier of (A) the date on which the Borrower has posted such information on the Securities and Exchange Commission’s website and (B) the date on which the Borrower has posted such information,

and has provided notice to the Administrative Agent of such posting of, such information on the Borrower’s website and/or on the internet at the website address provided in such notice, or at another website accessible by the Lenders without

charge.

The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided

by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain®, Intralinks®, SyndTrak® or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be

“public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”).

The Borrower hereby agrees that, if requested by the Administrative Agent, it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such

Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials

“PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information (although

it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Proprietary

Information, they shall be treated as set forth in Section 9.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public

Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public

Investor.” Notwithstanding the foregoing, (x) the Borrower shall be under no Obligation to mark any Borrower Materials “PUBLIC” and (y) each Public Lender shall designate to the Administrative Agent one or more persons

who are entitled to receive and view Borrower Materials containing material non-public information to the same extent as Lenders that are not Public Lenders.

SECTION 5.05 Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after

a Responsible Officer of the Borrower learns of it (for further delivery by the Administrative Agent to the Lenders in accordance with its customary practice):

(a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with

respect thereto;

(b) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any

action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof as to which there is a reasonable probability of an adverse determination and which, if such probable

adverse determination occurred, could reasonably be anticipated to result in a Material Adverse Effect; and

SECTION 5.06 ERISA. (a) Comply with the applicable provisions of ERISA, except where the failure to comply could not

reasonably be expected to have a Material Adverse Effect and (b) furnish to the Administrative Agent and each Lender (i) as soon as possible, and in any event within 30 days after any Responsible Officer of the Borrower or any ERISA

Affiliate either knows or has reason to know that any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in a Material Adverse Effect, a statement of a Financial Officer of the

Borrower setting forth details as to such Reportable Event and the action proposed to be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a

copy of any notice the Borrower or any ERISA Affiliate may receive from the PBGC relating to the funded status of any Plan or to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate which is

considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Plan or Plans, in each case, where such event could reasonably be expected to have a Material

Adverse Effect, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, in each case, where such

event could reasonably be expected to have a Material Adverse Effect, a statement of a Financial Officer of the Borrower setting forth details as to such failure and the action proposed to be taken with respect thereto, together with a copy of such

notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA

Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, in each case, within the meaning of Title IV of ERISA, in each

case, that could reasonably be expected to have a Material Adverse Effect.

SECTION 5.07 Maintaining Records; Access to Properties

and Inspections. Maintain all financial records in accordance with GAAP and upon reasonable notice by any Lender permit any representatives designated by such Lender, subject to Section 9.15, to visit and inspect the

financial records and the properties of the Borrower or any Restricted Subsidiary at reasonable times during normal business hours and as often as requested and to make extracts from and copies of such financial records, and permit any

representatives designated by any Lender to discuss the affairs, finances and condition of the Borrower or any Restricted Subsidiary with the officers thereof and independent accountants therefor, in each case subject to any applicable limitation

set forth in Section 5.04(g). So long as no Event of Default exists, the Borrower shall not be required to reimburse the Administrative Agent or any Lender for expenses incurred in connection with any such inspection or

examination.

SECTION 5.08 Use of Proceeds. Use the proceeds of the Loans only (a) to pay fees and expenses in

connection with the entering into of this Agreement and the Facility, and the related transactions, and (b) for general corporate purposes of the Borrower and its Restricted Subsidiaries, including, without limitation, working capital,

investments, acquisitions, repayment of other Indebtedness, payments of dividends, repurchasing outstanding capital stock and capital expenditures (provided that such activities are permitted by any other provisions of this Agreement and the

other Loan Documents). In no event shall (a) any part of the proceeds of the Loans be used by the Borrower (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock

or (ii) fund any operations in, finance any investments or activities in, or make any payments to, a Person in violation of any Sanctions, any Anti-Terrorism Laws, Anti-Money Laundering Laws or any Anti-Corruption Laws, (b) the funds used

to repay the Facility be derived from any unlawful activity in violation of any Anti-Terrorism Law, any Anti-Money Laundering Law or any Anti-Corruption Law or (c) more than twenty-five percent (25%) of the value of the assets of the Borrower

and its Subsidiaries be Margin Stock.

SECTION 5.09 Additional Subsidiaries.

(a) Additional Domestic Subsidiary. If at any time after the Closing Date, the Borrower or any Subsidiary creates or acquires any

Domestic Subsidiary that is to be designated as an Unrestricted Subsidiary for the fiscal period in which it was created or acquired, not later than the required date of delivery of the certificate required by

Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired (or such later date as may be agreed by the Administrative Agent, in its discretion), the Borrower shall designate such Domestic

Subsidiary as an Unrestricted Subsidiary in accordance with Section 5.09(b).

(b) Designation and

Redesignation of Subsidiaries. So long as no Default or Event of Default exists or would result from such designation or redesignation, the Borrower may, at any time upon written notice to the Administrative Agent, (1) redesignate any

Restricted Subsidiary as an Unrestricted Subsidiary, (2) redesignate any Domestic Subsidiary previously designated as an Unrestricted Subsidiary as a Restricted Subsidiary, or (3) designate any newly created or acquired Domestic Subsidiary

as an Unrestricted Subsidiary. No such designation of a new Subsidiary as an Unrestricted Subsidiary or redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary under this subsection (b) shall be permitted unless, at

the time in question, the Borrower would have the right, without causing a Default or Event of Default, to invest an amount of money equal to the value of such Unrestricted Subsidiary’s assets directly or indirectly in the equity of such

Unrestricted Subsidiary in compliance with Section 6.04.

SECTION 5.10 Sanctions, Anti-Money Laundering

Laws and Anti-Corruption Laws. The Borrower and all of its Subsidiaries will maintain in effect policies and procedures designed to promote compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and

agents with applicable Sanctions, Anti-Money Laundering Laws, Anti-Corruption Laws, the Trading with the Enemy Act and the PATRIOT Act.

ARTICLE VI

NEGATIVE

COVENANTS

The Borrower covenants and agrees with each Lender and the Administrative Agent that, so long as this Agreement shall

remain in effect or the principal of or interest on any Loan, any fees or any other expenses or amounts payable under any Loan Document shall be unpaid (other than contingent indemnification obligations to the extent no claim giving rise thereto has

been asserted), unless the Required Lenders shall otherwise consent in writing, the Borrower shall not, and shall not cause or permit any of the Restricted Subsidiaries to:

SECTION 6.01 Indebtedness. Incur, create or assume any Indebtedness if a Default or an Event of Default would exist after

giving effect to the incurrence, creation or assumption of such Indebtedness.

SECTION 6.02 Liens. Create, incur, assume

or permit to exist any Lien on any property or assets (including stock or other securities of any Person, including any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights (excluding rights of first

refusal) in respect of any thereof, except Liens satisfying any of the following tests:

(a) Liens on property or assets of the Borrower

and its Restricted Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided, however, that such Liens shall secure only those obligations which they secure on the date hereof except as otherwise permitted

hereunder;

(b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary;

provided, however, that (i) such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any Restricted Subsidiary;

yet due or which are being contested in compliance with Section 5.03;

(d) carriers’,

warehousemen’s, mechanics, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due or which are being contested in compliance with

Section 5.03;

(e) statutory liens of landlords in respect of property leased by the Borrower or any Restricted

Subsidiary;

(f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation,

unemployment insurance and other social security laws or regulations;

(g) deposits and other Liens in scope consistent with industry

practice to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature

incurred in the ordinary course of business;

(h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially

detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole;

(i) (i) Liens created under the Loan Documents to secure the Obligations (and refinancings thereof) and (ii) Liens in the form of cash

collateral securing obligations under the Revolving Credit Agreement;

(j) other Liens to secure purchase-money Indebtedness (including

Capital Lease Obligations) of the Borrower or any Restricted Subsidiary, and refinancings, renewals and replacements thereof, provided that (i) such Liens do not apply to any property or assets of the Borrower or any Restricted

Subsidiary consisting of franchise brands (whether now owned or hereafter acquired) and related Franchise Agreements and (ii) each such Lien is limited to the property and assets acquired in connection with such purchase-money Indebtedness;

(k) other Liens to secure Non-Recourse Indebtedness of the Borrower or any Restricted Subsidiary

and refinancings, renewals and replacements thereof, provided that such Liens do not apply to any property or assets of the Borrower or any Restricted Subsidiary consisting of franchise brands (whether now owned or hereafter acquired) and

related Franchise Agreements;

(l) Liens to secure Recourse Indebtedness of the Borrower or any Restricted Subsidiary and permitted

refinancings thereof, provided that (i) such Lien does not apply to any property or assets of the Borrower or such Restricted Subsidiary consisting of franchise brands (whether now owned or hereafter acquired) and related Franchise

Agreements and (ii) the aggregate outstanding principal amount of Recourse Indebtedness secured by Liens shall not at any time exceed the greater of (A) $375,000,000 and (B) 15% of Consolidated Net Assets;

(m) Liens on the property of the Borrower or any of its Restricted Subsidiaries in favor of landlords securing licenses, subleases or leases

entered into in the ordinary course of business and not materially interfering with the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole;

(n) Liens arising from precautionary UCC financing statement filings (or equivalent filings,

registrations or agreements in foreign jurisdictions) regarding operating leases entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(o) Liens securing judgments which do not constitute an Event of Default or Liens created by or existing from any litigation or legal

proceeding that are currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

(p) customary Liens in favor of a banks or other depository or financial institutions arising as a matter of law and encumbering deposits or

other funds maintained with such financial institution (including rights of setoff);

(q) Liens on insurance policies and the proceeds

thereof securing the financing of the premiums with respect thereto;

(r) Liens of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(s) Liens in

the nature of good faith deposits required in connection with, or escrow arrangements securing indemnification obligations associated with, any investment transaction permitted under Section 6.04;

(t) Liens resulting from the refinancing, renewal or extension of obligations secured by any Lien permitted by clause (a) or

(b) of this Section 6.02, so long as (x) the principal amount of the obligations secured thereby is not increased as a result thereof (except to the extent Liens securing any such incremental obligations are

independently permitted under (and applied as a utilization of the basket described in) Section 6.02(l) above) and (y) such renewals, replacements and extensions do not result in Liens applying to any property or

assets which are not already subject to the Liens securing the respective obligations being renewed, replaced or extended;

(u) Liens on

the Securitization Assets arising in connection with a Qualified Securitization Financing, including, to the extent consistent with customary market practice for such financing, Liens on Capital Stock or other securities issued by a Securitization

Subsidiary securing obligations under such Qualified Securitization Financing; and

(v) Liens on any Principal Property or the Capital

Stock of any Principal Property Subsidiary granted in favor of the trustee under the Indenture; provided, that the Borrower and its Subsidiaries shall have granted Liens on such assets in favor of the Administrative Agent that are pari

passu with the Liens granted in favor of the trustee under the Indenture.

SECTION 6.03 Sale and Lease-Back

Transactions. Enter into any Sale and Lease-Back Transaction unless immediately thereafter the value (determined as of the time of sale in accordance with GAAP) of all property the subject of Sale and Lease-Back Transactions, when added to

the aggregate principal amount of Indebtedness of the Borrower or any Restricted Subsidiary secured at such time by Liens permitted only under Sections 6.02(j) and (k), does not exceed 15% of Consolidated Total Assets at such time.

SECTION 6.04 Investments, Loans and Advances. Purchase, hold or acquire any

Capital Stock, comparable ownership interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make any investment or any other interest in (including any Guarantee of the Indebtedness of), any

other Person, except:

(a) (i) loans, advances, capital contributions, guarantees and other investments existing on the date hereof and

(ii) loans, advances, capital contributions, guarantees and other investments by the Borrower or any Restricted Subsidiary in the capital stock or comparable ownership interests of any Subsidiary (other than with respect to Unrestricted

Subsidiaries), including by means of contributions to such Subsidiary of Hotel Properties and Guarantees of such Subsidiary’s Indebtedness and other obligations;

(b) loans, advances, capital contributions, guarantees and other investments by the Borrower to Restricted Subsidiaries or by Subsidiaries to

the Borrower or any Restricted Subsidiary, in each case to the extent no Default or Event of Default would result after giving effect thereto;

(d) so long as no Default or Event of Default has occurred and is continuing, loans and advances by the Borrower and its Restricted

Subsidiaries to their employees, officers, and directors in the ordinary course of business in an aggregate amount outstanding at any time not in excess of $2,000,000;

(e) (i) other investments, capital contributions, guarantees, loans and advances made in connection with hospitality-related business

activities and ancillary business activities reasonably related thereto (other than with respect to Unrestricted Subsidiaries), (ii) loans, advances, capital contributions, guarantees and other investments by the Borrower or any Restricted

Subsidiary in any Unrestricted Subsidiary on an Arms-Length Basis, (iii) capital contributions to Unrestricted Subsidiaries to the extent permitted by clause (b) of Section 6.07 and (iv) Permitted Non-Arms-Length Unrestricted Subsidiary Investments; provided that, in each case of this clause (e), at the time that any such investment is incurred, (x) no Default or Event of Default has

occurred and is continuing, or would exist after giving effect thereto and (y) the Borrower is in compliance with Section 6.11 and, if applicable, Section 6.12 (both immediately before and

immediately after giving effect thereto);

(f) so long as no Default or Event of Default has occurred and is continuing, repurchases of

the outstanding stock of the Borrower in accordance with Section 6.10;

(g) other investments, capital

contributions, guarantees, loans and advances not otherwise permitted pursuant to this Section 6.04 in an aggregate amount outstanding at any time not in excess of the greater of (A) $150,000,000 and (B) 5% of Consolidated

Total Assets;

(h) subject to the satisfaction of the requirements of the definition of “Qualified Securitization Financing”,

(i) loans, advances, capital contributions, guarantees and other investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization

Financing (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets

in connection with a Qualified Securitization Financing;

(i) Hedging Agreements of the Borrower or any of its Restricted Subsidiaries

entered into by such Person in the ordinary course of business for non-speculative purposes; and

(j) to the extent constituting an investment, obligations of the Borrower arising under Article X of the Revolving Credit Agreement.

For purposes of Section 5.09(a) and clauses (d), (e) and (g) of this

Section 6.04, calculations shall be on the basis of amounts actually invested, net of any return on investment or return of capital with respect to such investments, and without regard to any

write-up or write-down of the value of such investments.

SECTION 6.05 Mergers and Consolidations. Merge into or consolidate with any

other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all its assets whether now owned or hereafter

acquired, including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division” under the Delaware Limited Liability Company Act, except that:

(a) (i) the Borrower may merge or consolidate with a Subsidiary or (ii) a Subsidiary may merge or consolidate with the Borrower, in each

case so long as the Borrower is the surviving entity;

(b) any Subsidiary may merge or consolidate with another Subsidiary;

provided that if the surviving entity is a Domestic Subsidiary that is to constitute an Unrestricted Subsidiary, the provisions of Section 5.09(a) shall apply.

(d) the Borrower or any Subsidiary may merge or consolidate with another Person; provided, however, that (i) the Borrower or such

Subsidiary is the surviving entity, or in the case of a Subsidiary, such merger or consolidation of such Subsidiary into another Person is a disposition or Asset Sale permitted hereunder and (ii) no Default or Event of Default has occurred and

is continuing, or would exist after giving effect to such merger or consolidation; and

(e) the Borrower and any of its Restricted

Subsidiaries may consummate dispositions and Asset Sales permitted by Section 6.06.

SECTION 6.06 Asset

Sales. Consummate any Asset Sale if (a) a Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto or (b) such Asset Sale consists of any franchise brand (whether now owned or

hereafter acquired) and the Borrower would not be in pro forma compliance with the covenants set forth in Section 6.11 and, if applicable, Section 6.12, after giving effect to such Asset Sale and

any substantially simultaneous repayment of Indebtedness with the proceeds thereof.

SECTION 6.07 Transactions with

Affiliates. Other than (a) investments, loans, advances, guarantees and other transactions permitted pursuant to Section 6.04, Section 6.05 and Section 6.10,

(b) capital contributions to Unrestricted Subsidiaries that are Wholly Owned Subsidiaries, (c) transactions pursuant to the reasonable requirements of the Borrower’s or a Restricted Subsidiary’s business and consistent with the

types of transactions entered into by the Borrower or its Restricted Subsidiaries with Unrestricted Subsidiaries prior to the Closing Date (as determined in good faith by the Borrower) and (d) transactions among the Borrower and its Restricted

Subsidiaries, sell or transfer any property or assets to, guarantee Indebtedness for the benefit of, make investments in or loans to, or purchase or acquire any property or assets from, or otherwise enter into any other transactions with, any of its

Affiliates (other than the Borrower and its Restricted Subsidiaries) that would be material in relation to the business, operations, financial condition or properties of the Borrower and its Restricted Subsidiaries, taken as a whole, unless such

transaction is conducted on an Arms-Length Basis.

SECTION 6.08 Certain Accounting Changes; Organizational Documents. (a)

Change its fiscal year end from December 31 without the prior written consent of the Administrative Agent, or make any change in its accounting treatment and reporting practices except as required or permitted by GAAP, (b) [reserved] or

(c) with respect to the Borrower, reorganize or reincorporate in a jurisdiction (other than its then-existing jurisdiction of organization or incorporation or another jurisdiction located in the United States).

SECTION 6.09 [Reserved]

SECTION 6.10 Restricted Payments. Declare or pay any dividends, purchase,

redeem, retire, defease or otherwise acquire for value any Capital Stock of the Borrower now or hereafter outstanding, return any capital to stockholders of the Borrower, or make any distribution of assets, Capital Stock, obligations or securities

to its stockholders (collectively, “Restricted Payments”), except (a) dividends payable solely in the same class of Capital Stock of such Person, (b) dividends or other distributions payable to the Borrower

(directly or indirectly through Subsidiaries) or any Subsidiary, (c) Restricted Payments required to be made in connection with stock incentive or retirement plans and other contractual obligations to employees, (d) the distribution of

rights pursuant to a customary shareholder rights plan or the redemption of such rights in accordance with terms of such shareholder rights plan, (e) other Restricted Payments so long as no Event of Default shall have occurred and be continuing

or would result therefrom, and (f) any Restricted Payment pursuant to the foregoing clauses (a) through (e) within 90 days of the declaration thereof if at the time of declaration such Restricted Payment was otherwise

permitted.

SECTION 6.11 Consolidated Leverage Ratio. As of the last day of each fiscal quarter commencing with the

fiscal quarter ending on September 30, 2026 and thereafter, in the case of the Borrower, permit the Consolidated Leverage Ratio to exceed 4.50:1.00; provided, however, that on up to two (2) nonconsecutive occasions, the

Consolidated Leverage Ratio may increase to a maximum of 5.50:1.00 for up to four (4) consecutive fiscal quarters commencing with the fiscal quarter in which a Material Acquisition has occurred.

SECTION 6.12 Consolidated Fixed Charge Coverage Ratio. In the case of the Borrower, permit the Consolidated Fixed Charge

Coverage Ratio as of the last day of each fiscal quarter commencing with the fiscal quarter ending on September 30, 2026 to be less than 2.50:1.00; provided, that until such time that the Borrower no longer maintains an Investment Grade

Rating, the requirements of this Section 6.12 shall not apply for all purposes of this Agreement (including for purposes of any other provision that references this Section 6.12).

SECTION 6.13 OFAC. The Borrower will not (A) engage in, or permit any Subsidiary to engage in, any dealings or transactions

in violation of applicable Sanctions or (B) directly or indirectly use the proceeds of the Loans, or lend, contribute or otherwise make available to any Subsidiary, joint venture partner or other Person such extensions of credit or proceeds,

(i) to fund any activities or businesses of or with any Sanctioned Person, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Facility, whether as underwriter, advisor,

investor, or otherwise) or any Anti-Money Laundering Laws or Anti-Corruption Laws. The Borrower shall notify the Administrative Agent in writing not more than five (5) Business Day after first becoming aware of any breach of this

Section 6.13.

ARTICLE VII

EVENTS OF DEFAULT

In case

of the happening of any of the following events (“Events of Default”):

(a) any representation or warranty made

or deemed made in or in connection with any Loan Document or Loan hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or

pursuant to any Loan Document, shall with respect to any representation or warranty hereunder prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(b) default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due

date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

of any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied

for a period of five Business Days;

(d) default shall be made in the due observance or performance by the Borrower of any

covenant, condition or agreement contained in Section 5.01(a) or in Article VI;

(e) default shall be

made in the due observance or performance by the Borrower of any covenant, condition or agreement contained in any Loan Document (other than those specified in clauses (b), (c) and (d) above) and such default shall continue

unremedied (i) for a period of 10 Business Days after notice thereof from the Administrative Agent to the Borrower in the case of Sections 5.04(a), 5.04(b), 5.04(c) or 5.05(a) or (ii) for a period of 30

days after notice from the Administrative Agent to the Borrower in all other cases;

(f) the Borrower or any Material Subsidiary shall

(i) fail to pay any principal or interest due in respect of any Indebtedness (other than in respect of the Loans) in an aggregate principal amount (or, with respect to any Hedging Agreement, the Termination Value) in excess of $150,000,000,

when and as the same shall become due and payable by the Borrower or such Material Subsidiary, after taking into account all applicable notice, grace or cure periods or (ii) fail to observe or perform any other term, covenant, condition or

agreement contained in any agreement or instrument evidencing or governing any Indebtedness (other than in respect of the Loans) in an aggregate principal amount (or, with respect to any Hedging Agreement, the Termination Value) in excess of

$150,000,000, if the effect of such failure or event referred to in this clause (ii) is to cause such Indebtedness to become due prior to its stated maturity or, with respect to a Hedging Agreement, such Hedging Agreement to be

terminated;

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent

jurisdiction seeking (i) relief in respect of the Borrower or any Material Subsidiary, or of a substantial part of the property or assets of the Borrower or any Material Subsidiary, under Title 11 of the United States Code, as now constituted

or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any

Material Subsidiary, or for a substantial part of the property or assets of the Borrower or any Material Subsidiary, or (iii) the winding-up or liquidation of the Borrower or any Material Subsidiary; and

such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h) the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title

11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and

appropriate manner, any proceeding or the filing of any petition described in clause (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the

Borrower or such Material Subsidiary or for a substantial part of the property or assets of the Borrower or such Material Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding,

(v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the

foregoing;

(i) one or more judgments for the payment of money in an aggregate amount (net of any amounts paid or fully covered by

independent third party insurance as to which the relevant insurance company does not dispute coverage) in excess of $150,000,000 shall be rendered against the Borrower or any Material Subsidiary and the same shall remain undischarged for a period

of 90 consecutive days during which execution shall not be effectively stayed, or any judgment creditor shall levy upon assets or properties of the Borrower to enforce any such judgment and such levy has not been effectively stayed within 10 days;

(j) a Reportable Event or Reportable Events, or a failure to make a required installment or other payment (within the meaning of

Section 430 of the Code), shall have occurred with respect to any Plan or Plans that reasonably could be expected to result in liability of the Borrower to the PBGC or to a Plan and, within 30 days after the reporting of any such Reportable

Event to the Administrative Agent or after the

receipt by the Administrative Agent of the statement required pursuant to Section 5.06, the Administrative Agent shall have notified the Borrower in writing that

(i) the Required Lenders have made a determination that, on the basis of such Reportable Event or Reportable Events or the failure to make a required payment, there are reasonable grounds (A) for the termination of such Plan or Plans by

the PBGC, (B) for the appointment by the appropriate United States District Court of a trustee to administer such Plan or Plans or (C) for the imposition of a lien in favor of a Plan or the PBGC and that such events or conditions, together

with all other events or conditions described in this clause (j), if any, could reasonably be expected to have a Material Adverse Effect and (ii) as a result thereof an Event of Default exists hereunder; or (x) a trustee shall be

appointed by a United States District Court to administer any such Plan or Plans or (y) the PBGC shall institute proceedings to terminate any Plan or Plans, and in each case of this clause (j), such event, together with all other such

events or conditions described in this clause (j), if any, could reasonably be expected to have a Material Adverse Effect;

(k) (i)

the Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan and (ii) the Borrower or such ERISA Affiliate does not have reasonable

grounds for contesting such Withdrawal Liability or is not in fact contesting such Withdrawal Liability in a timely and appropriate manner, and in each case of this clause (k), such event or condition, together with all other such events or

conditions described in this clause (k), if any, could reasonably be expected to have a Material Adverse Effect;

(l) the Borrower

or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and in each case of this clause (l),

such event or condition, together with all other such events or conditions described in this clause (l), if any, could reasonably be expected to have a Material Adverse Effect; or

(m) there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) above), and at any time

thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate

forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any

unpaid accrued fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby

expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower described in clause (g) or (h) above, the Commitments shall

automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall

automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary

notwithstanding.

ARTICLE VIII

THE AGENT

SECTION 8.01 Appointment. Each of the Lenders hereby irrevocably designates and appoints the Administrative Agent named herein to

act on its behalf as the Administrative Agent of such Lender under this Agreement and the other Loan Documents for the term hereof and each such Lender irrevocably authorizes the Administrative Agent named herein, as Administrative Agent for such

Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and

perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably

incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or such other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein,

or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Loan Documents or otherwise exist against the Administrative

Agent. Any reference to the Administrative Agent in this Article VIII shall be deemed to refer to the Administrative Agent solely in its capacity as Administrative Agent and not in its capacity as a Lender.

SECTION 8.02 Delegation of Duties. The Administrative Agent may execute any of its respective duties under this Agreement and the

other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The

Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by the Administrative Agent with reasonable

care, provided that this Section 8.02 shall not be construed to relieve such agents or attorneys-in-fact from liability.

SECTION 8.03 Exculpatory Provisions.

(a) Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, subsidiaries or Affiliates shall:

(i) be subject to any

agency, trust, fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

(ii) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and

powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly

provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that

is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law or that may

effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, receivership or similar law;

(iii) have any duty to disclose, and shall not be liable for the failure to disclose to any Lender or any other Person, any

credit or other information relating concerning the business, prospects, operations, properties, assets, financial or other condition or creditworthiness of the Borrower that is communicated to, obtained by or otherwise in the possession of the

Person serving as the Administrative Agent, any Arranger or their respective officers, directors, employees, agents, attorneys-in-fact, subsidiaries or Affiliates in any

capacity, except for notices, reports and other documents that are required to be furnished by the Administrative Agent to the Lenders pursuant to the express provisions of this Agreement; or

(iv) be required to account to any Lender for any sum or profit received by the Administrative Agent for its own account.

(b) The Administrative Agent, the Arrangers and their respective Affiliates shall not be liable for any action taken or not taken by it under

or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent 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 shall be necessary, under the circumstances as provided in Section 9.08 and Article VII) or (ii) in the

absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of

any Default or Event of Default unless and until notice describing such Default or Event of Default and indicating that such notice is a “Notice of Default” is given to the Administrative Agent by the Borrower or a Lender.

(c) The Administrative Agent, the Arrangers and their respective Affiliates shall not be responsible for or have any duty or obligations to

any Lender or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report

or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of

any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien

purported to be created by the Loan Documents, (v) the value or the sufficiency of any collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items

expressly required to be delivered to the Administrative Agent.

(d) The Administrative Agent, the Arrangers and their respective

Affiliates shall not be responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any officer thereof contained in this Agreement or the other Loan Documents 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 the other Loan Documents or for the value, validity, effectiveness, genuineness,

enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain

or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower.

SECTION 8.04 Reliance by the Administrative Agent.

(a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice,

consent, certificate, affidavit, letter, cablegram, telegram, email, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper

Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent also may rely upon

any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. The Administrative Agent shall be fully

justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan

Documents, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action

except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders (or, when

expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has

signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the

Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any

Federal, state or foreign bankruptcy, insolvency, receivership or similar law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency,

receivership or similar law.

SECTION 8.05 Notice of Default. The Administrative Agent shall not be deemed to have knowledge

or notice of the occurrence of any Default or Event of Default unless it has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of

default”. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to the other Lenders (and if the notice comes from any other Lender, to the Borrower). The Administrative Agent shall take such

action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, when expressly required hereby, all the Lenders), provided that unless and until the Administrative Agent shall have received

such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders,

except to the extent that other provisions of this Agreement expressly require that any such action be taken or not be taken only with the consent and authorization or the request of the Lenders or Required Lenders, as applicable.

SECTION 8.06 Non-Reliance on the Administrative Agent and Other Lenders. Each Lender

expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, subsidiaries or

Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the

Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed

appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Loans and enter into this

Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own

credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and

other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or by the other Loan Documents, the Administrative Agent

shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower which may come into the possession

of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, subsidiaries or Affiliates. Nothing in this Agreement or any other Loan Document shall require the Administrative Agent or any of its

directors, officers, agents or employees to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender and each Lender confirms to the Administrative Agent that it is solely responsible for any

such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Administrative Agent or any of its respective directors, officers, agents or employees.

SECTION 8.07 Indemnification. The Lenders agree to indemnify the Administrative

Agent in its capacity as such and (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to the respective amounts of their Pro Rata Percentages from and against any and all

liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans) be imposed

on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents, or any documents, reports or other information provided to the Administrative Agent or any Lender or

contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be

liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Administrative Agent’s bad faith, gross negligence or

willful misconduct. The agreements in this Section 8.07 shall survive the payment of the Obligations and the termination of this Agreement.

SECTION 8.08 The Administrative Agent in Its Individual Capacity. The Administrative Agent and its respective subsidiaries and

Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not the Administrative Agent hereunder. With respect to any Loans made or renewed by it, the

Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and

“Lenders” shall include the Administrative Agent in its individual capacity. The relationship between the Administrative Agent and the Lenders, and the relationship among the Lenders, is not intended by the parties to create, and shall

not create, any trust, joint venture or partnership relation between them.

SECTION 8.09 Resignation of the Administrative Agent;

Successor Administrative Agent. Subject to the appointment and acceptance of a successor as provided below, the Administrative Agent may resign as the Administrative Agent at any time by giving notice thereof to the Lenders and the Borrower.

Upon any such resignation, the Required Lenders shall appoint from among the Lenders a successor Administrative Agent for the Lenders, which successor Administrative Agent shall be consented to by the Borrower at all times other than during the

existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). 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 Administrative Agent’s giving of notice of resignation, then the Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which successor shall be a bank with an office in the United

States, or an Affiliate of any such bank with an office in the United States, provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation

shall nonetheless become effective in accordance with such notice and (i) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, (ii) all payments, and communications

provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly and (iii) all determinations provided to be made by the Administrative Agent shall instead be made by the Required Lenders, until

such time as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent

shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder without any other or

further act or deed on the part of such retiring Administrative Agent or any other Lender. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article VIII and

Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor Administrative Agent has accepted appointment as

Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders

shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above.

SECTION 8.10 Other Agents, Arrangers and Managers. None of the Persons

identified on the facing page, in the preamble of this Agreement or on the signature pages of this Agreement as a “co-syndication agent,” “sole bookrunner” or “joint lead

arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement in such capacity. Without limiting the foregoing, none of the Persons so identified shall in such capacity have or be deemed to have any

fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

SECTION 8.11 Erroneous Payments.

(a) Each Lender and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall

be conclusive absent manifest error) such Lender or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender (each such recipient, a “Payment

Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment

Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any 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, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a

notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was

transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this

Section 8.11(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in

each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices

specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives 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 Erroneous Payments, including without limitation waiver of any defense based on

“discharge for value” or any similar doctrine.

(b) Without limiting the immediately preceding clause (a), each Payment

Recipient agrees that, in the case of clause (a)(ii) above, it shall promptly notify the Administrative Agent in writing of such occurrence.

(c) In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the

Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received

any portion of an Erroneous Payment on its behalf to), promptly, but in all events no later than two (2) Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such

a demand was made in same day funds and in the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date

such amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the

Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered

amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such Lender shall

be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments) of the relevant “Class” with respect to which such Erroneous Payment was made (the “Erroneous Payment

Impacted Class”) to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous Payment Return Deficiency (or such

lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid

interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. The

parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor,

(2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 9.04 and (3) the Administrative Agent may reflect such assignments in the

(e) Each party hereto hereby agrees that (x) in the event an

Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to all the rights of such Payment

Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative Agent to

such Payment Recipient under any Loan Document, against any amount due to the Administrative Agent under this Section 8.11 or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous

Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrower, except to the extent such Erroneous Payment is, and

solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making a payment on the Obligations and (z) to the extent that an Erroneous

Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and

continue in full force and effect as if such payment or satisfaction had never been received.

(f) Each party’s obligations under

this Section 8.11 shall survive the resignation or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment,

satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(g) Nothing in this

Section 8.11 will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.

SECTION 8.12 Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a

Lender party hereto, 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 the Borrower, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one

or more Benefit Plans in connection with the loans, advances or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions

involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a

class exemption for certain transactions involving bank 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 obligations of such Lender in respect of the loans, advances, the Commitments and this Agreement, or

(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 obligations of such

Lender in respect of the loans, advances, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the obligations of such Lender in respect of the loans, advances, the Commitments and

this Agreement satisfies the requirements of subsections (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 obligations of such Lender in respect of the loans, advances, the Commitments and

this Agreement.

(b) In addition, unless sub-clause (i) in the immediately preceding

clause (a) is true with respect to a Lender, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the date such Person became a Lender party hereto to

the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the

Administrative Agent, Arrangers or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights

by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).

ARTICLE IX

MISCELLANEOUS

SECTION 9.01 Notices. Except as otherwise provided in this Agreement, all notices and communications hereunder shall be in writing

(for purposes hereof, the term “writing” shall include information in electronic format such as electronic mail, telecopy and internet web pages), or by telephone subsequently confirmed in writing. Any notice shall be effective if

delivered by hand delivery or sent via electronic mail, posting on an internet web page, telecopy, recognized overnight courier service or certified mail, return receipt requested, and shall be presumed to be received by a party hereto (i) on

the date of delivery if delivered by hand or sent by electronic mail, posting on an internet web page, telecopy, (ii) on the next Business Day if sent by recognized overnight courier service and (iii) on the third Business Day following

the date sent by certified mail, return receipt requested. A telephonic notice to the Administrative Agent as understood by the Administrative Agent will be deemed to be the controlling and proper notice in the event of a discrepancy with or failure

to receive a confirming written notice. Notices to any party shall be sent to it at the following addresses, or any other address as to which all the other parties are notified in writing:

(a) if to the Borrower, at 915 Meeting Street, Suite 600, North Bethesda, Maryland 20852, Attention of General Counsel at

Jeff.Lobb@choicehotels.com and contracts@choicehotels.com, with a copy to the Chief Financial Officer of the Borrower at scott.oaksmith@choicehotels.com and Casey.Gemunder@choicehotels.com;

(b) if to the Administrative Agent, to Wells Fargo Bank, National Association, MAC D1109-019, 1525 West W.T. Harris Blvd., Charlotte, NC 28262, Attention of: Syndication Agency Services, Telephone No.: (704) 590-2706, Facsimile No.: (844) 879-5899, Email: Agencyservices.requests@wellsfargo.com; and

of such Lender set forth on the Register.

The Administrative Agent hereby designates its office located at the address set forth above,

or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and Lenders, as the office of the Administrative Agent referred to herein, to which payments due are to be made and at which Loans will be

disbursed.

Except as otherwise provided in Section 9.14(c), all notices and other communications given to any

party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt, in each case delivered, sent or mailed (properly addressed) to such party as provided in this

Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01.

SECTION 9.02 Survival of Agreement. All covenants, agreements, representations and warranties made by the Borrower herein and

in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the

making by the Lenders of the Loans, regardless of any investigation made by the Administrative Agent or the Lenders or on their behalf, 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 (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and so long as the Commitments have

not been terminated.

SECTION 9.03 Binding Effect. This Agreement shall become effective when it shall have been executed

by the Borrower and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each Lender, and thereafter shall be binding upon and inure to the benefit of the

Borrower, the Administrative Agent and each Lender and their respective successors and assigns, except that the Borrower may not assign or delegate its rights or obligations hereunder or any interest herein without the prior consent of all the

Lenders.

SECTION 9.04 Successors and Assigns.

(a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns

of such party; and all covenants, promises and agreements by or on behalf of the Borrower, the Administrative Agent or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

(b) Each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this

Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, however, that (i) except in the case of an assignment to a Lender or a Lender Affiliate, the Borrower (unless an Event of Default

under clause (b), (c), (g) or (h) of Article VII or a Default in the performance and observance of Section 6.11 or, if applicable, Section 6.12, has occurred

and is continuing, in which case the Borrower’s consent to such assignment shall not be required) and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or

delayed), (ii) except in the case of an assignment to a Lender or a Lender Affiliate or an assignment of all of a Lender’s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the

date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 and the amount of

the Commitment of such Lender remaining after such assignment shall not be less than $5,000,000 or shall be zero, (iii) the parties to each such assignment shall execute and deliver to the

Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 for the account of the Administrative Agent (provided, however, that (A) no such fee shall be payable in the case of an

assignment to a Lender Affiliate and (B) the Administrative Agent shall have the right to waive such fee in its sole discretion) and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an

Administrative Questionnaire. Upon acceptance and recording pursuant to Section 9.04(e), from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business

Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and

(B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the

remaining portion of an assigning Lenders 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 2.17, 2.18, 2.19, 2.20 and

9.05, as well as to any fees accrued for its account hereunder and not yet paid)). If the consent of the Borrower is required pursuant to this Section 9.04, and the Borrower does not respond to the Administrative

Agent’s request for consent within five (5) Business Days of the receipt of such request, the consent shall be deemed given. Notwithstanding the foregoing, no such assignment will be made by any Lender to any Defaulting Lender or any of

their respective Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this sentence.

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to

confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its

Commitment, and the outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in clause

(i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality,

validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or the financial condition of the Borrower or any Subsidiary or the performance or

observance by the Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally

authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements delivered pursuant to

Section 5.04 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and

without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action

under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms

hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by

it as a Lender.

(d) The Administrative Agent shall maintain at one of its offices in Charlotte, North Carolina a copy of each Assignment

and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the

“Register”). The entries in the Register shall be conclusive in the absence of manifest error and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant

to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender (with respect to such Lender’s information), at any reasonable time and from time to

time upon reasonable prior notice.

(e) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning

Lender and an assignee together with (i) an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), (ii) if applicable, the processing and recordation fee referred to in

Section 9.04(b) and (iii) if required, the written consent of the Borrower and the Administrative Agent to such assignment, the Administrative Agent shall (A) accept such Assignment and Acceptance, (B) record

the information contained therein in the Register and (C) give prompt notice thereof to the Lenders.

(f) Each Lender may without the

consent of or notice to the Borrower, the Administrative Agent or any other Lender sell participations to one or more banks or other entities (excluding any natural person, a holding company, investment vehicle or trust for, or owned or operated

for, the primary benefit of a natural person, Defaulting Lender or Affiliate of a Defaulting Lender, the Borrower or any Affiliate or Subsidiary of the Borrower) in all or a portion of its rights and obligations under this Agreement (including all

or a portion of its Commitment and the Loans owing to it) in a minimum gross amount of $5,000,000 per participating bank or entity; provided, however, 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, (iii) the participating banks or other entities shall be entitled to the benefit of the cost protection provisions

contained in Sections 2.17, 2.18, 2.19, 2.20 and 9.06 to the same extent as if they were Lenders but not in excess of those cost protections to which the Lender from which it purchased its participation would be

entitled to under Sections 2.17, 2.18, 2.19, 2.20 and 9.06 and (iv) the Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender (and shall not be

required to deal with any participating bank or other entity, notwithstanding any other provision contained herein) in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to

enforce the obligations of the Borrower relating to the Loans and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers decreasing any fees payable hereunder to such

Lender, increasing the Commitment of such Lender or decreasing the amount of principal of or the rate at which interest is payable on the Loans of such Lender, extending any scheduled principal payment date or date fixed for the payment of interest

on the Loans of such Lender).

(g) Any Lender or participant may, in connection with any assignment or participation or proposed

assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Lender by or on behalf of the

Borrower; provided, however, that, prior to any such disclosure of information designated by the Borrower as confidential, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee

or participant shall agree to preserve the confidentiality of such confidential information.

(h) Notwithstanding any other provision set

forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement, including in favor of the Federal Reserve Bank; provided, however, that no such assignment shall release

a Lender from any of its obligations hereunder.

(i) In connection with any assignment of rights and obligations of any Defaulting Lender

hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment make such additional payments to the Administrative Agent in an aggregate amount

sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the

Administrative Agent, the applicable pro rata

share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full

all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance

with its Pro Rata Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder becomes effective under Applicable Law without compliance with the provisions of this

paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(j) Upon notice to the Borrower from the Administrative Agent or any Lender of the loss, theft, destruction or mutilation of any

Lender’s promissory note, the Borrower will execute and deliver, in lieu of such original promissory note, a replacement promissory note, identical in form and substance to, and dated as of the same date as, the promissory note so lost, stolen

or mutilated, subject to delivery by such Lender to the Borrower of an affidavit of lost note and indemnity in customary form. Upon the execution and delivery of the replacement promissory note, all references herein or in any of the other Loan

Documents to the lost, stolen or mutilated promissory note shall be deemed references to the replacement promissory note.

SECTION 9.05 Expenses; Indemnity.

(a) The Borrower agrees to pay all reasonable and documented

out-of-pocket expenses (i) incurred by each of the Administrative Agent, the Arrangers and their Affiliates in connection with the preparation of this Agreement and

the other Loan Documents delivered on the Closing Date and the syndication of the facilities provided for herein (whether or not the transactions hereby contemplated shall be consummated), (ii) incurred by the Administrative Agent in connection with

any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions thereby contemplated shall be consummated), including without limitation, all costs related to electronic or internet distribution of

information hereunder or (iii) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of their rights (as such rights may relate to the Borrower or any Restricted Subsidiary) in connection with this

Agreement and the other Loan Documents or in connection with the Loans made hereunder, in each case including the reasonable and documented out-of-pocket fees and

disbursements of the Administrative Agent, and, in connection with any “work-out” or any enforcement or protection of the rights of the Lenders or the Administrative Agent hereunder, any other

counsel for the Administrative Agent and counsel for any Lender; provided, however, that in connection with any one such action or any separate but substantially similar or related actions in the same jurisdiction, the Borrower shall

not be liable for the fees and expenses of more than one counsel to the Administrative Agent (along with one local counsel in each applicable jurisdiction) and one separate counsel to the Lenders (along with one local counsel in each applicable

jurisdiction), unless there shall exist an actual conflict of interest among such Persons, and in such case, not more than one additional counsel to the affected parties (along with one additional local counsel in each applicable jurisdiction).

(b) The Borrower agrees to indemnify the Administrative Agent, each Lender, each Arranger, each

Co-Syndication Agent and their respective affiliates and the respective directors, officers, employees and agents of each of the foregoing (each such Person, an “Indemnitee”) against,

and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, obligations, actions or causes of action brought by a third party, settlement payments and related expenses, including reasonable and documented out-of-pocket counsel fees and expenses, incurred, suffered, sustained or required to be paid by or asserted against any Indemnitee by reason of or resulting from or in

connection with any claim, litigation, investigation or proceeding (regardless of whether any Indemnitee is a party thereto) in any way related to (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or

instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions or (ii) the use of the proceeds of the Loans; provided, however, that such

indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and

nonappealable judgment to have resulted from (1) the gross negligence or willful misconduct of such Indemnitee or (2) the breach in bad faith by such Indemnitee of such

Indemnitee’s obligations under any Loan Document, (y) arise out of any claim or action that does not involve an act or omission of the Borrower or any of its Subsidiaries and that is brought by an Indemnitee against any other Indemnitee

(other than any claim or action against any Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or the Arranger under this Agreement) or (z) constitute amounts in respect of Excluded Taxes other than taxes arising

from any non-tax claim. In the case of any claim, litigation, investigation or proceeding to which the indemnity in this Section 9.05(b) applies, such indemnity shall be effective

whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or any Indemnitee (subject to the proviso in the preceding sentence), whether or not any Indemnitee is otherwise a party

thereto and whether or not the transactions contemplated by the Loan Documents are consummated. Promptly after receipt by an Indemnitee of notice of any complaint or the commencement of any action or proceeding with respect to which indemnification

is being sought hereunder, such Person shall notify the Borrower of such complaint or of the commencement of such action or proceeding, but failure so to notify the Borrower will relieve the Borrower from any liability which the Borrower may have

hereunder only if and to the extent that such failure results in the forfeiture by the Borrower of substantial rights and defenses, and shall not in any event relieve the Borrower from any other obligation or liability that the Borrower may have to

any Indemnitee otherwise than under this Agreement. If the Borrower so elects or is requested by such Indemnitee, the Borrower shall assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the

Indemnitee and the payment of the reasonable fees and disbursements of such counsel. In the event, however, such Indemnitee reasonably determines in its judgment that having common counsel would present such counsel with a conflict of

interest or if the defendant in, or targets of, any such action or proceeding include both the Indemnitee and the Borrower, and such Indemnitee reasonably concludes that there may be legal defenses available to it or other Indemnitees that are

different from or in addition to those available to the Borrower or if the Borrower fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to such Indemnitee, in either case in a timely manner, then the

Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Borrower shall pay the reasonable fees and disbursements of such counsel. In any action or proceeding the defense of which the Borrower

assumes, the Indemnitee shall have the right to participate in such litigation and to retain its own counsel at the Indemnitee’s own expense. The Borrower further agrees that it shall not, without the prior written consent of the Indemnitee,

settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not an Indemnitee is an actual or potential party to

such claim, action, suit or proceeding) unless such settlement, compromise or consent includes (i) an unconditional release of each Indemnitee hereunder from all liability arising out of such claim, action, suit or proceeding or (ii) a

covenant not to sue each Indemnitee, or another similar alternative which is consented to by each Indemnitee party to such claim, action, suit or proceeding, which covenant not to sue or other approved alternative has the effect of an unconditional

release of each Indemnitee hereunder from all liability arising out of such claim, action, suit or proceeding.

Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the

invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Arranger or any Lender. All amounts due under this

Section 9.05 shall be payable upon written demand therefor.

SECTION 9.06 Right of Setoff. If

an Event of Default shall have occurred and be continuing, each Lender 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, but excluding trust accounts) at any time held and other indebtedness at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any

of and all the Obligations held by such Lender or any of such Affiliate which are then due and owing, irrespective of

whether or not such Lender or any such Affiliate shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower

and the Administrative Agent after any such setoff and application made by such Lender or any such Affiliate, but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this

Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have (it being assumed for purposes of this Section 9.06 that such Lender or any

such Affiliate shall convert any amount so setoff into the relevant currency on the date of such setoff). Notwithstanding the foregoing, if any Defaulting Lender or any Affiliate thereof exercises any such right of setoff, (x) all amounts so

set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.27(b) and, pending such payment, will be segregated by such Defaulting Lender or

Affiliate of a Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender or its Affiliate will provide promptly to the Administrative Agent a

statement describing in reasonable detail the Obligations owing to such Defaulting Lender or any of its Affiliates as to which it exercised such right of setoff.

SECTION 9.07 Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW

YORK.

SECTION 9.08 Waivers; Amendment.

(a) No failure or delay of the Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver

thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this

Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 9.08(b), and then such waiver or consent shall be

effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the

case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the

Administrative Agent and the Borrower, in each case with the consent of the Required Lenders; provided, however, that (subject to Section 2.28 in the case of Permitted Amendments) no such agreement shall

(i) other than as provided in Section 2.17(c), decrease the principal amount of, or extend (other than as contemplated in Section 2.16) the maturity of or any scheduled principal payment date

or date for the payment of any interest on, any Loan or fees, or waive or excuse any such payment or any part thereof, or decrease any fees or the rate of interest on any Loan (other than (A) the application of the default rate under

Section 2.09(c) to any interest or fees arising in connection with the occurrence of an Event of Default, (B) the fee described in Section 9.04(b) or (C) amendments to

Section 6.11 or the defined terms related to Section 6.11 which shall only require the consent of the Required Lenders), without, in each case, the prior written consent of each Lender affected

thereby, (ii) increase any Commitment without the prior written consent of the Lender holding such Commitment (it being understood that a waiver of any Default or Event of Default shall not constitute such an increase), (iii) release the

Borrower from its obligations under the Loan Documents without the written consent of each Lender, or (iv) amend or modify the provisions of Section 2.11(b), Section 2.12,

Section 2.13, the provisions of this Section 9.08(b), the definition of the “Required Lenders”, any other provision of this Agreement that expressly provides that the consent of all

Lenders is required or any other provisions affecting the order of application of payments hereunder or requiring payment to be made for the ratable account of the Lenders, without, in each

case, the prior written consent of each affected Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative

Agent hereunder without the prior written consent of the Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any

amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any

Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender

more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

notwithstanding, but subject to Section 2.17(a) and (c), if the Administrative Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or the other

Loan Documents or an inconsistency between a provision of this Agreement and/or a provision of the other Loan Documents, the Administrative Agent and the Borrower shall be permitted to amend such provision to cure such ambiguity, omission, mistake,

defect or inconsistency, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the Required Lenders do not provide the Administrative Agent with written notice of

objection to such amendment within ten Business Days following receipt of notice thereof.

(d) Notwithstanding anything to the contrary in

this Section 9.08, the Administrative Agent and the Borrower may, without the consent of any Lender, (x) enter into amendments or modifications to this Agreement or any of the other Loan Documents, (y) enter into

additional Loan Documents, in each case, as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 2.17(c) in accordance with the terms of Section 2.17(c)

or (z) enter into (1) security agreements pursuant to which the Borrower and/or any of its Subsidiaries grant Liens on any Principal Property or the Capital Stock of any Principal Property Subsidiary in favor of the Administrative Agent on

behalf of the Lenders and (2) any customary pari passu intercreditor agreement with the trustee or any collateral agent under the Indenture in connection with the immediately preceding clause (1) to address the relative

priorities and rights with respect to such collateral, which, in case of this clause (z), the Lenders hereby authorize and approve, including any actions taken by the Administrative Agent in connection therewith.

(e) (i) If the Required Lenders (as defined in the Revolving Credit Agreement) agree in writing to amend, modify, waive or restate any of the

terms of the Revolving Credit Agreement relating to reporting requirements, representations and warranties, affirmative covenants, negative covenants, financial covenants, changes in GAAP, events of default and associated definitions (the

“Revolving Credit Agreement Provisions”) (which may include a written waiver of an existing actual or potential default or event of default that is intended to be eliminated by such amendment, modification, waiver or

restatement) (each of the foregoing, a “Revolving Credit Agreement Modification”), then (A) except to the extent such Lender has provided written notice to the Borrower that the terms of this

Section 9.08(e)(i)(A) do not apply to such Lender’s agreement to such Revolving Credit Agreement Modification, any Lender that is also (or whose Affiliate is) a “Lender” under the Revolving Credit

Agreement who affirmatively agreed to such Revolving Credit Agreement Modification shall be deemed to have consented to a corresponding amendment, modification, waiver or restatement of the terms of this Agreement corresponding to the Revolving

Credit Agreement Provisions amended, modified, waived or restated by the Revolving Credit Agreement Modification (a “Corresponding Modification”) and (B) if the Lenders described in clause (A) above

constitute the Required Lenders, then, unless the Borrower notifies the Administrative Agent that this Agreement shall not require a Corresponding Modification, simultaneously with the effectiveness of such Revolving Credit Agreement Modification,

the applicable provisions of this Agreement shall be deemed automatically amended, modified or restated, or such waiver, consent or approval granted, pursuant to a Corresponding Modification in a manner consistent with the Revolving Credit Agreement

Modifications under the Revolving Credit Agreement. If requested by the Borrower or the Administrative Agent, the Borrower, the

Administrative Agent and each approving Lender (including any Lender deemed to have approved as described above) shall execute and deliver a written amendment to, restatement of, or waiver,

consent or approval under, this Agreement memorializing such modification, restatement, waiver, consent or approval. Notwithstanding anything to the contrary in this subsection, the terms of this subsection shall not apply to any modification,

restatement, waiver, consent or approval regarding any of the matters described in Section 9.08(b).

(ii) At

any time that the Administrative Agent is not a “Lender” under the Revolving Credit Agreement, the Borrower agrees to provide the Administrative Agent with (x) a copy of all draft documents distributed to the “Lenders”

under the Revolving Credit Agreement with respect to the Revolving Credit Agreement Modification promptly upon such distribution and (y) a final, executed copy of each document in respect of each Revolving Credit Agreement Modification.

SECTION 9.09 Entire Agreement. This Agreement and the other Loan Documents constitute the entire contract between the parties

relative to the subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents,

expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 9.10 Waiver of Jury Trial; Consequential and Punitive Damages. Each party hereto hereby waives, to the fullest extent

permitted by Applicable Law, (a) any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement or any of the other Loan Documents and (b) any claims

for punitive damages (to the extent such claims arise from the use of proceeds of the Loans for the purpose of acquisitions). Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented,

expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the other

Loan Documents, as applicable, by, among other things, the mutual waivers and certifications in this Section 9.10. Further, the Borrower hereby agrees not to assert any claim against any Indemnitee on any theory of

liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facility, the actual or proposed use of the proceeds of the Loans, the Loan Documents or any of the transactions contemplated by the Loan

Documents.

SECTION 9.11 Severability. In the event any one or more of the provisions contained in this Agreement or in

any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The

parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the

invalid, illegal or unenforceable provisions.

SECTION 9.12 Counterparts; Electronic Signatures. This Agreement may be

executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an

executed counterpart of a signature page to this Agreement by facsimile or by email (with the executed counterpart of the signature page attached to the email in PDF format or similar format) shall be effective as delivery of an original executed

counterpart of this Agreement. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Loan Document or any

document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Loan Document or the

transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of

records in electronic form, each of which shall be of the

same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any

Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party

hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt,

the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper

converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format

unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from

any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request

of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto 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 and the Borrower, electronic images of this

Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to

contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

SECTION 9.13 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 are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 9.14 Jurisdiction; Consent to Service of Process; Judgment Currency.

(a) Each of the Borrower, the Lenders and the Administrative Agent hereby irrevocably and unconditionally submits, for itself and its

property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the County and City of New York, and any appellate court from any thereof, in any action or proceeding arising out of or

relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may

be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other

jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this

Agreement or the other Loan Documents against the Borrower or its properties in the courts of any jurisdiction.

(b) Each of the Borrower,

the Lenders and the Administrative Agent 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 the other Loan Documents in any New York State or Federal court. 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.

provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(d) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency into another

currency, the parties hereto agree, to the fullest extent that they may effectively do so under Applicable Law, that the rate of exchange used shall be the spot rate at which in accordance with normal banking procedures the first currency could be

purchased in New York City with such other currency by the Person obtaining such judgment on the Business Day preceding that on which final judgment is given.

(e) The parties hereto agree, to the fullest extent that they may effectively do so under Applicable Law, that the obligations of the Borrower

to make payments in any currency of the principal of and interest on the Loans of the Borrower and any other amounts due from the Borrower hereunder to the Administrative Agent as provided in Sections 2.03(a) (i) shall not be discharged

or satisfied by any tender, or any recovery pursuant to any judgment, in any currency other than the relevant currency, except to the extent that such tender or recovery shall result in the actual receipt by the Administrative Agent at its relevant

office on behalf of the Lenders of the full amount of the relevant currency expressed to be payable in respect of the principal of and interest on the Loans and all other amounts due hereunder (it being assumed for purposes of this clause

(i) that the Administrative Agent will convert any amount tendered or recovered into the relevant currency on the date of such tender or recovery), (ii) shall be enforceable as an alternative or additional cause of action for the purpose of

recovering in the relevant currency the amount, if any, by which such actual receipt shall fall short of the full amount of the relevant currency so expressed to be payable and (iii) shall not be affected by an unrelated judgment being obtained

for any other sum due under this Agreement.

SECTION 9.15 Confidentiality. Unless otherwise agreed to in writing by the

Borrower, each of the Administrative Agent and the Lenders hereby agrees to keep all Proprietary Information (as defined below) confidential and not to disclose or reveal any Proprietary Information to any Person other than the Administrative

Agent’s, such Lender’s and their respective Affiliates’ directors, officers, employees, Affiliates, attorneys, accountants, consultants, vendors and agents and to actual or potential assignees and participants (subject to

Section 9.04(g) in the case of disclosure to actual or potential assignees and participants) and actual or potential counterparties (or advisors) to any swap or derivatives transaction, and then, in each case, only to such

Persons who need to know such Proprietary Information in connection with the transactions contemplated hereby, if they are informed of the confidential nature of such Proprietary Information and directed to observe the confidentiality obligations of

this paragraph as if they were parties hereto; provided, however, that the Administrative Agent or any Lender may disclose Proprietary Information (a) as required by law, rule, regulation or judicial process (in which case, such

disclosing party shall, to the extent permitted by law, inform the Borrower promptly in advance thereof), (b) as requested or required by any state or Federal or foreign authority or examiner regulating banks or banking, (c) subject to

appropriate confidentiality protections for the benefit of the Borrower, in any legal proceedings between the Administrative Agent or such Lender and the Borrower arising out of this Agreement, (d) on a confidential basis to any rating agency

in connection with rating the Borrower or its Subsidiaries or the Loans (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan

Document or the enforcement of rights hereunder or thereunder or (f) on a confidential basis to the extent required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation

coverage under which payments are to be made or may be made by reference to this Agreement. For purposes of this Agreement, the term “Proprietary Information” shall include all information about the Borrower or any of their

Affiliates which has been furnished by or on behalf of the Borrower or any of its Affiliates, whether furnished before or after the date hereof, and regardless of the manner in which it is furnished; provided, however, that Proprietary

Information does not include information which (w) is independently developed by a Lender or its Affiliate, (x) is or becomes generally available to the public other than as a result of a disclosure by the Administrative Agent or any

Lender not permitted by this Agreement, (y) was obtained or otherwise became available to the

Administrative Agent or any Lender on a nonconfidential basis prior to its disclosure to the Administrative Agent or such Lender by the Borrower or any of its Affiliates or (z) becomes

available to the Administrative Agent or any Lender on a nonconfidential basis from a Person other than the Borrower or its Affiliates who, to the best knowledge of the Administrative Agent or such Lender, as the case may be, is not otherwise bound

by a confidentiality agreement with the Borrower or any of its Affiliates, or is not otherwise prohibited from transmitting the information to the Administrative Agent or such Lender. In addition, the Administrative Agent and the Lenders may

disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the

administration of this Agreement, the other Loan Documents, and the Commitments. Notwithstanding any other provision in this Agreement or any other Loan Document to the contrary, (x) the parties hereby agree that each party (and each employee,

representative, or other agent of each party) may each disclose to any and all persons, without limitation of any kind, the United States tax treatment and United States tax structure of the transaction and all materials of any kind (including

opinions or other tax analyses) that are provided to each party relating to such United States tax treatment and United States tax structure and (y) the Administrative Agent may disclose the identity of any Defaulting Lender to the other

Lenders and the Borrower if requested by any Lender or the Borrower. For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a

governmental, regulatory, or self-regulatory authority without any notification to any Person.

SECTION 9.16 Rights and Remedies

Cumulative; Non-Waiver; etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by

the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the

other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate

as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any

Event of Default. No course of dealing between the Borrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan

Documents or to constitute a waiver of any Event of Default.

SECTION 9.17 PATRIOT Act. The Administrative Agent and each

Lender hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other

information that will allow the Administrative Agent and each such Lender to identify the Borrower in accordance with the PATRIOT Act.

SECTION 9.18 No Fiduciary Duties. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an

advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender or any Affiliate thereof, on the one hand, and the Borrower, its stockholders or its Affiliates, on the other. The Borrower

agrees that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. The Borrower agrees that

it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower acknowledges

that the Administrative Agent, the Lenders and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which the Borrower may regard as

conflicting with its interests and may possess information (whether or not material to the Borrower) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lenders acting as lenders

hereunder, that the Administrative Agent or any such Lender may not be entitled to share with the Borrower. Without prejudice to the foregoing, the Borrower agrees that the

Administrative Agent, the Lenders and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and

(b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the

Administrative Agent and as if the Lenders were not Lenders, and without any duty to account therefor to the Borrower. The Borrower hereby irrevocably waives, in favor of the Administrative Agent, the

Co-Syndication Agents, the Lenders and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Co-Syndication Agents, the

Arrangers and/or the Lenders acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger or any Lender as described in this Section 9.18.

SECTION 9.19 [Reserved]

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, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder or

under any other Loan Document 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 undertaking, 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 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan

Documents provide support, through a guarantee or otherwise, for Hedging 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):

(a) 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.

(b)

As used in this Section 9.21, the following terms have the following meanings:

(i)

“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.

(ii) “Covered Entity” means any of the following:

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

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

382.2(b).

(iii) “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.

(iv)

“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).

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by

their respective authorized officers as of the day and year first above written.

BORROWER:

CHOICE HOTELS INTERNATIONAL, INC.,

a Delaware corporation

By:

/s/ Scott E. Oaksmith

Name: Scott E. Oaksmith

Title: Chief Financial Officer

CREDIT AGREEMENT

CHOICE HOTELS INTERNATIONAL, INC. (2026)

ADMINISTRATIVE AGENT:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

By:

/s/ Timothy Favinger

Name: Timothy Favinger

Title: Executive Director

CREDIT AGREEMENT

CHOICE HOTELS INTERNATIONAL, INC. (2026)

LENDERS:

WELLS FARGO BANK, NATIONAL

ASSOCIATION,

as a Lender

By:

/s/ Timothy Favinger

Name:

Timothy Favinger

Title:

Executive Director

CREDIT AGREEMENT

CHOICE HOTELS INTERNATIONAL, INC. (2026)

BANK OF AMERICA, N.A.,

a Lender

By:

/s/ Patricia Lu

Name:

Patricia Lu

Title:

Vice President

CREDIT AGREEMENT

CHOICE HOTELS INTERNATIONAL, INC. (2026)

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By:

/s/ Oscar M. Trejo

Name:

Oscar M. Trejo

Title:

Vice President

CREDIT AGREEMENT

CHOICE HOTELS INTERNATIONAL, INC. (2026)

TRUIST BANK,

as a

Lender

By:

/s/ J. Carlos Navarrete

Name:

J. Carlos Navarrete

Title:

Director

CREDIT AGREEMENT

CHOICE HOTELS INTERNATIONAL, INC. (2026)

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:

/s/ Michael Glaser

Name:

Michael Glaser

Title:

Assistant Vice President

CREDIT AGREEMENT

CHOICE HOTELS INTERNATIONAL, INC. (2026)

BANK OF CHINA, NEW YORK BRANCH,

as a Lender

By:

/s/ Raymond Qiao

Name:

Raymond Qiao

Title:

Executive Vice President

CREDIT AGREEMENT

CHOICE HOTELS INTERNATIONAL, INC. (2026)

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as a Lender

By:

/s/ Jason Shrader

Name:

Jason Shrader

Title:

Executive Director

CREDIT AGREEMENT

CHOICE HOTELS INTERNATIONAL, INC. (2026)

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Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

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