Form 8-K

8-K — AVIS BUDGET GROUP, INC.

Accession: 0000950142-26-001951

Filed: 2026-07-01

Period: 2026-06-29

CIK: 0000723612

SIC: 7510 (SERVICES-AUTO RENTAL & LEASING (NO DRIVERS))

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 — eh260800571_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (eh260800571_ex1001.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: eh260800571_8k.htm · Sequence: 1

FORM 8-K

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0000723612

2026-06-29

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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): June 29, 2026

Avis Budget Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-10308

06-0918165

(State or Other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

379 Interpace Parkway

Parsippany, NJ

07054

(Address of Principal Executive Offices)

(Zip Code)

(973) 496-4700

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since last

report)

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.):

☐ 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

CAR

The Nasdaq Global Select Market

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.

On June 29, 2026 (the “Closing Date”), Avis Budget Group,

Inc. (the “Company”) and its subsidiaries, Avis Budget Holdings, LLC and Avis Budget Car Rental, LLC, as the Borrower

(collectively, the “Avis Parties”), entered into the Eleventh Amendment (the “Eleventh Amendment”) to the

Sixth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent and the other lenders party

thereto (as amended, restated or otherwise modified prior to the Eleventh Amendment, the “Sixth A&R Credit

Agreement”, and the Sixth A&R Credit Agreement as amended by the Eleventh Amendment, the “Amended Sixth A&R

Credit Agreement”). On the Closing Date, pursuant to the Eleventh Amendment, the Borrower (i) refinanced the existing

$2 billion revolving loan facility under the Sixth A&R Credit Agreement with a new $2 billion revolving loan facility (the

“2031 Revolving Facility”), which will mature on June 29, 2031 (subject to a springing maturity of 90 days prior to the

maturity date of certain long-term indebtedness of the Borrower and its subsidiaries if, on such date, the aggregate principal

amount of such indebtedness exceeds $300 million) and (ii) established a new $200 million revolving loan facility (the “2028

Revolving Facility”), which will mature on June 29, 2028 (subject to a springing maturity (x) on the date that is 91 days

prior to the maturity date of certain long-term indebtedness of the Borrower and its subsidiaries if, on such date, the aggregate

principal amount of such indebtedness exceeds $300 million and (y) on the date that is 10 business days after any Group Member (as

defined in the Amended Sixth A&R Credit Agreement) receives cash proceeds from any legal settlement in excess of $500 million).

The foregoing summary of the Eleventh Amendment is qualified by reference to the terms of the Eleventh Amendment, which is attached

hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 2.03

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

The information described above under Item 1.01 of this report is incorporated

into this Item 2.03 by reference.

Item 9.01

Financial Statements and Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.

Description

10.1

Eleventh Amendment, dated as of June 29, 2026, to the Sixth Amended and Restated Credit Agreement, dated as of July 9, 2021, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, as borrower, Avis Budget Group, Inc., the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.

104

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

SIGNATURE

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 hereto duly authorized.

AVIS BUDGET GROUP, INC.

By:

/s/ Jean M. Sera

Name:

Jean M. Sera

Title:

Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Date: July 1, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: eh260800571_ex1001.htm · Sequence: 2

EXHIBIT 10.1

Execution Version

Eleventh

AMENDMENT

ELEVENTH AMENDMENT, dated as of

June 29, 2026 (this “Amendment”), among AVIS BUDGET HOLDINGS, LLC (“Holdings”), AVIS BUDGET CAR

RENTAL, LLC (the “Borrower”), the Lenders party hereto (which constitute the Required Lenders and each Revolving Lender)

and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (in such capacity, the “Administrative

Agent”). JPMorgan, BofA Securities, Inc., Credit Agricole Corporate and Investment Bank, The Bank of Nova Scotia, BNP Paribas,

Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Societe Generale, Truist Bank, Wells Fargo Securities, LLC, Mizuho Bank, Ltd.

and MUFG Bank, Ltd. are acting as joint lead arrangers and joint bookrunners in connection with this Amendment and the Revolving Facilities

(as defined below) (in such capacities, collectively, the “Joint Lead Arrangers”).

W I T N E S S E T H:

WHEREAS, reference is hereby made

to the Sixth Amended and Restated Credit Agreement dated as of July 9, 2021 (as heretofore amended, supplemented or otherwise modified

from time to time, the “Existing Credit Agreement” and, as amended by this Amendment and as further amended, supplemented

or otherwise modified from time to time, the “Credit Agreement”) among others, Holdings, the Borrower, Avis Budget

Group, Inc. (“ABG”), the subsidiary borrowers from time to time parties thereto, the several lenders from time to time

parties thereto (the “Lenders”) and the Administrative Agent;

WHEREAS, the Borrower has requested

that the Revolving Commitments outstanding under and as defined in the Existing Credit Agreement (the “Existing Revolving Commitments”)

and the Revolving Loans outstanding under and as defined in the Existing Credit Agreement (the “Existing Revolving Loans”)

be refinanced with a new revolving facility (the “2031 Revolving Facility”) constituting a Refinancing Revolving Facility

by obtaining 2031 Revolving Commitments (as defined in Section 3(a) of this Amendment) and having the Existing Revolving Commitments

be replaced with the 2031 Revolving Commitments under the 2031 Revolving Facility as provided herein;

WHEREAS, the Borrower has requested

an additional new revolving facility (the “2028 Revolving Facility” and, together with the 2031 Revolving Facility,

the “Revolving Facilities”) by obtaining 2028 Revolving Commitments (as defined in Section 3(b) of this Amendment);

WHEREAS, each financial institution

set forth under the heading “Lender” in Exhibit B hereto (each such financial institution, a “Revolving Lender”

and, collectively, the “Revolving Lenders”) agrees, on the terms and conditions set forth herein and in the Credit

Agreement, to provide 2031 Revolving Commitments and 2028 Revolving Commitments to the Borrower on the Eleventh Amendment Effective Date;

WHEREAS, the Borrower, the Administrative

Agent and the Revolving Lenders party hereto have agreed, upon the terms and subject to the conditions set forth herein, to give effect

to the Revolving Facilities and consent to amend the Existing Credit Agreement as set forth herein; and

WHEREAS, pursuant to Section 10.1

of the Existing Credit Agreement, the Borrower has requested to amend certain other provisions of the Existing Credit Agreement, and the

Administrative Agent and the Required Lenders have agreed, upon the terms and subject to the conditions set forth herein, to amend those

certain provisions of the Existing Credit Agreement as set forth herein;

NOW, THEREFORE, in consideration

of the premises contained herein, the parties hereto agree as follows:

SECTION 1.

Defined Terms. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement as amended hereby.

SECTION 2.

Amendments.

(a)

The Existing Credit Agreement is hereby amended in accordance with Exhibit A hereto: (i) by deleting each term thereof which

is lined out and (ii) by inserting each term thereof which is double underlined, in each case in the place where such term appears therein.

(b)

Schedule 1.1A to the Existing Credit Agreement is hereby amended in its entirety as set forth on Exhibit B hereto.

(c)

The Third Amended and Restated Guarantee and Collateral Agreement is hereby amended in accordance with Exhibit C hereto:

(i) by deleting each term thereof which is lined out and (ii) by inserting each term thereof which is double underlined, in each case

in the place where such term appears therein.

(d)

Each amendment of the Existing Credit Agreement set forth in this Section 2 is subject to the satisfaction of the conditions

set forth in Section 5 of this Amendment.

SECTION 3.

Revolving Facilities.

(a)

Each Revolving Lender, by its execution of a signature page to this Amendment, agrees to (i) provide a commitment in respect of

the 2031 Revolving Facility to the Borrower in an amount equal to the amount set forth under the heading “2031 Revolving Commitment”

opposite such Revolving Lender’s name in Exhibit B hereto (such commitment, its “2031 Revolving Commitment”)

and (ii) to provide a commitment in respect of the 2028 Revolving Facility to the Borrower in an amount equal to the amount set forth

under the heading “2028 Revolving Commitment” opposite such Revolving Lender’s name in Exhibit B hereto (such

commitment, its “2028 Revolving Commitment” and collectively, the “Revolving Commitments”).

(b)

From and after the Eleventh Amendment Effective Date, each party hereto agrees that, for all purposes of the Credit Agreement and

the other Loan Documents, (i) each Revolving Lender shall be a “Revolving Lender” and a “Lender” under the Credit

Agreement, and each Revolving Lender shall be a party to the Credit Agreement and shall have the rights and obligations of a Lender under

the Credit Agreement, (ii) each Revolving Commitment shall be a “Revolving Commitment” and a “Commitment” for

all purposes under the Credit Agreement and the other Loan Documents and (iii) each reference in the Credit Agreement to “Revolving

Commitments” and “Revolving Lenders” shall be deemed a reference to the Revolving Commitments and the Revolving Lenders,

respectively, contemplated hereby, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Credit

Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue

in full force and effect with respect to, and for the benefit of, each Revolving Lender (as defined in the Existing Credit Agreement)

(the “Existing Revolving Lenders”) in respect of such Existing Revolving Lender’s Existing Revolving Commitments

and Existing Revolving Loans to the same extent expressly set forth therein.

SECTION 4.

Representations and Warranties. On and as of the date hereof, the Borrower hereby (i) confirms, reaffirms and restates that

each of the representations and warranties set forth in Section 4 of the Credit Agreement are, after giving effect to this Amendment,

true and correct in all material respects except to the extent that such representations and warranties expressly relate solely to a specific

earlier date

(in which case such representations and warranties

are true and correct in all material respects as of such earlier date), and except for any representation and warranty that is qualified

as to “materiality,” “Material Adverse Effect,” or similar language, in which case the Borrower hereby confirms,

reaffirms and restates that such representations and warranties are true and correct in all respects and (ii) represents and warrants

that no Default or Event of Default shall have occurred and is continuing as of the Eleventh Amendment Effective Date or would immediately

result from this Amendment.

SECTION 5.

Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of each of the following

conditions (the date on which such conditions are satisfied, the “Eleventh Amendment Effective Date”):

(a)

The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer

of Holdings, the Borrower, the Administrative Agent and each Revolving Lender (which shall also constitute the Required Lenders).

(b)

The Administrative Agent shall have received (i) a Guarantee and Collateral Acknowledgement substantially in the form attached

hereto as Exhibit D, executed and delivered by each Loan Party (other than ABG) and (ii) a Guarantee Acknowledgement substantially

in the form attached hereto as Exhibit E, executed and delivered by ABG.

(c)

(x) The Borrower shall have delivered all documentation and information as is reasonably requested in writing by any Revolving

Lenders at least three days prior to the anticipated Eleventh Amendment Effective Date required by U.S. regulatory authorities under applicable

“know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (y)

to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial

Ownership Regulation”), at least five days prior to the Eleventh Amendment Effective Date, any Revolving Lender that has requested,

in a written notice to the Borrower at least ten days prior to the Eleventh Amendment Effective Date, a certification regarding beneficial

ownership or control as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) in

relation to the Borrower shall have received such Beneficial Ownership Certification.

(d)

The Administrative Agent shall have received all fees required to be paid to the Administrative Agent, the Lead Arrangers and the

Revolving Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent

invoiced in advance, reasonable legal fees and out-of-pocket expenses of one firm of counsel) and other compensation due and payable to

the Administrative Agent, the Lead Arrangers and the Revolving Lenders on or prior to the Eleventh Amendment Effective Date.

(e)

The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Eleventh Amendment Effective Date,

substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments and (ii) a good standing

certificate for each Loan Party from its jurisdiction of organization.

(f)

The Administrative Agent shall have received an executed legal opinion of Kirkland & Ellis LLP, counsel to the Borrower and

its subsidiaries, substantially in the form of Exhibit E to the Credit Agreement, addressed to the Administrative Agent and the Revolving

Lenders as of the Eleventh Amendment Effective Date.

(g)

The Administrative Agent shall have received a solvency certificate in form and substance reasonably satisfactory to it from a

Responsible Officer of the Borrower that shall

document the solvency of the Borrower and

its Subsidiaries after giving effect to the 2028 Revolving Facility and the 2031 Revolving Facility and

the application of the proceeds thereof.

(h)

No Default or Event of Default shall have occurred and be continuing or would immediately result from the 2028 Revolving Facility

and the 2031 Revolving Facility requested to be made or from the application of the proceeds therefrom.

(i)

Each of the representations and warranties set forth in Section 4 of the Credit Agreement (as amended by this Amendment) shall

be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality)

on and as of the Eleventh Amendment Effective Date as if made on such date, except to the extent that such representations and warranties

expressly relate solely to a specific earlier date (in which case such representations and warranties are true and correct in all material

respects as of such earlier date and in all respects if any such representation and warranty is qualified by materiality).

(j)

The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower stating the Borrower’s

compliance with the conditions set forth in clauses (h) and (i) above of this Section 5.

(k)

The Borrower shall have prepaid all Existing Revolving Loans outstanding under the Existing Credit Agreement (and all accrued and

unpaid interest thereon) and all accrued and unpaid commitment fees and letter of credit fees under the Existing Credit Agreement, accrued

to (but not including) the Eleventh Amendment Effective Date.

(l)

The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard

flood hazard determination with respect to each improved Mortgaged Property (together with a notice about special flood hazard area status

and flood disaster assistance duly executed by the applicable Loan Party relating thereto) and, with respect to any Mortgaged Property

on which any improvement is located in a special flood hazard area, evidence of flood insurance as and to the extent required under the

Credit Agreement.

SECTION 6.

Continuing Effect; No Other Amendments or Consents.

(a) Except

as expressly provided herein, all of the terms and provisions of the Existing Credit Agreement are and shall remain in full force and

effect. The amendments provided for herein are limited to the specific subsections of the Existing Credit Agreement specified herein and

shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness

to consent to any action requiring consent under any other provisions of the Existing Credit Agreement or the same subsection for any

other date or time period. Upon the effectiveness of the amendments set forth herein, on and after the Eleventh Amendment Effective Date,

each reference in the Credit Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof”

or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement,”

“thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference

to the Credit Agreement as amended hereby.

(b) This

Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or any other Loan Document

or discharge or release the Lien or priority of any Security Document or any other security therefor. Nothing herein contained shall be

construed as a substitution or novation of the obligations outstanding under the Credit Agreement, the Security Documents or the other

Loan Documents or a novation of the Credit

Agreement or any other Loan Document. The

obligations outstanding under or of the Credit Agreement and instruments securing the same shall remain in full force and effect, except

to any extent expressly modified hereby. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed

as a release or other discharge of any of the Loan Parties under any Loan Document from any of its obligations and liabilities as a borrower,

guarantor, grantor or pledgor under any of the Loan Documents.

Borrower and the other parties hereto acknowledge and agree that this Amendment shall constitute a Loan Document.

SECTION 7.

Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable out-of-pocket costs and

expenses incurred in connection with the preparation and delivery of this Amendment, and any other documents prepared in connection herewith

and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of one firm of counsel

to the Administrative Agent in accordance with the terms in the Credit Agreement.

SECTION 8.

Counterparts. This Amendment may be executed in any number of counterparts by the parties hereto (including by facsimile

and electronic (e.g. “.pdf”, or “.tif”) transmission), each of which counterparts when so executed shall be an

original, but all the counterparts shall together constitute one and the same instrument. The words “execution,” “signed,”

“signature,” “delivery,” and words of like import in or relating to this Amendment or any document to be signed

in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries

or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually

executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, 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; provided that

nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written

consent. As used herein, “Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with,

a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

SECTION 9.

GOVERNING LAW.

(a)

THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE

WITH, THE LAW OF THE STATE OF NEW YORK.

(b)

EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 10.17 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WAS SET FORTH IN FULL

HEREIN.

SECTION 10.

POST-CLOSING. Within one hundred and twenty (120) days of the Eleventh Amendment Effective Date (or such later date as may

be agreed to by the Administrative Agent in its reasonable discretion), the Borrower shall, or shall cause the applicable Loan Party to,

deliver the following with respect to each Mortgaged Property:

(a)

Written or e-mail confirmation from local counsel in the jurisdiction in which the Mortgaged Property is located substantially

to the effect that: (i) the recording of the existing Mortgage (and any related fixture filing) is the only filing or recording necessary

to give constructive notice to third parties of the lien created by such Mortgage as security for the

Obligations, including the obligations

evidenced by this Amendment, and (ii) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions,

including, without limitation, the payment of any mortgage recording taxes or similar taxes are necessary or appropriate under applicable

law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations,

including the obligations evidenced by this Amendment, unless any such mortgage recording taxes are payable in connection with the transactions

contemplated by this Amendment; or

(b)

(i)

an amendment to each Mortgage (each, a “Mortgage Amendment,” collectively the “Mortgage Amendments”)

duly executed and acknowledged by the applicable Loan Party, and in form for recording in the applicable recording office in each case

in form and substance reasonably satisfactory to the Administrative Agent;

(ii)

executed legal opinions from counsel to the Borrower as to the enforceability of each Mortgage Amendment, and otherwise in form

and substance reasonably satisfactory to the Administrative Agent;

(iii)

with respect to each amended Mortgage a date-down endorsement to each existing title insurance policy insuring the Lien of each

Mortgage (each a “Title Endorsement,” collectively, the “Title Endorsements”) (x) insuring that such Mortgage,

as amended by such Mortgage Amendment, is a valid and enforceable lien on such Mortgaged Property in favor of the Administrative Agent

for the benefit of the Secured Par-ties free and clear of all Liens except Permitted Liens and (y) otherwise in form and sub-stance reasonably

satisfactory to the Administrative Agent;

(iv)

evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all premiums, search and examination charges,

escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage

Amendments and issuance of the Title Endorsements; and

(v)

such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called

“gap” indemnification) as shall be required to induce the title insurer to issue the Title Endorsements.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have caused this

Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

AVIS BUDGET HOLDINGS, LLC

By:

/s/ David T. Calabria

Name:

David T. Calabria

Title:

President and Treasurer

AVIS BUDGET CAR RENTAL, LLC

By:

/s/ David T. Calabria

Name:

David T. Calabria

Title:

Senior Vice President and Treasurer

Signature Page to Eleventh Amendment

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Revolving Lender

By:

/s/ Robert P. Kellas

Name:

Robert P. Kellas

Title:

Executive Director

Signature Page to Eleventh Amendment

Bank of America, N.A., as a Revolving Lender

By:

/s/ Eric Hill

Name:

Eric Hill

Title:

Director

Signature Page to Eleventh Amendment

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Revolving Lender

By:

/s/ Paul Arens

Name:

Paul Arens

Title:

Director

By:

/s/ Gordon Yip

Name:

Gordon Yip

Title:

Director

Signature Page to Eleventh Amendment

The Bank of Nova Scotia, as a Revolving Lender

By:

/s/ Frans Braniotis

Name:

Frans Braniotis

Title:

US Head of Corporate Banking, Managing Director

Signature Page to Eleventh Amendment

BNP Paribas, as a Revolving Lender

By:

/s/ James Goodall

Name:

James Goodall

Title:

Managing Director

By:

/s/ Louis Moran

Name:

Louis Moran

Title:

Director

Signature Page to Eleventh Amendment

MORGAN STANLEY SENIOR FUNDING, INC., as a

Revolving Lender

By:

/s/ Breanna Duroche

Name:

Breanna Duroche

Title:

Vice President

Signature Page to Eleventh Amendment

Royal Bank of Canada, as a Revolving Lender

By:

/s/ Scott Umbs

Name:

Scott Umbs

Title:

Authorized Signatory

Signature Page to Eleventh Amendment

SOCIETE GENERALE, as a Revolving Lender

By:

/s/ Kimberly Metzger

Name:

Kimberly Metzger

Title:

Director

Signature Page to Eleventh Amendment

TRUIST BANK, as a Revolving Lender

By:

/s/ Steve Curran

Name:

Steve Curran

Title:

Director

Signature Page to Eleventh Amendment

WELLS FARGO BANK, N.A., as a Revolving Lender

By:

/s/ Matthew Milbourn

Name:

Matthew Milbourn

Title:

Executive Director

Signature Page to Eleventh Amendment

MIZUHO BANK, LTD., as a Revolving Lender

By:

/s/ Donna DeMagistris

Name:

Donna DeMagistris

Title:

Managing Director

Signature Page to Eleventh Amendment

MUFG Bank, Ltd., as a Revolving Lender

By:

/s/ Lorcan McGrath

Name:

Lorcan McGrath

Title:

Director

Signature Page to Eleventh Amendment

Bank of Montreal, as a Revolving Lender

By:

/s/ Thomas Hasenauer

Name:

Thomas Hasenauer

Title:

Managing Director

Signature Page to Eleventh Amendment

Lloyds Bank Corporate Markets plc, as a Revolving Lender

By:

/s/ Tina Wong

Name:

Tina Wong

Title:

Assistant Vice President

By:

/s/ Catherine Lim

Name:

Catherine Lim

Title:

Assistant Vice President

Signature Page to Eleventh Amendment

UniCredit Bank GmbH, New York Branch, as a Revolving Lender

By:

/s/ Douglas Riahi

Name:

Douglas Riahi

Title:

Managing Director

By:

/s/ Laura Shelmerdine

Name:

Laura Shelmerdine

Title:

Director

Signature Page to Eleventh Amendment

CITIZENS BANK, N.A., as a Revolving Lender

By:

/s/ Zhen Ma

Name:

Zhen Ma

Title:

Senior Vice President

Signature Page to Eleventh

Amendment

U.S. BANK NATIONAL ASSOCIATION, as a Revolving Lender

By:

/s/ Nora Golden

Name:

Nora Golden

Title:

Vice President

Signature Page to Eleventh

Amendment

National Westminster Bank Plc, as a Revolving Lender

By:

/s/ Tina Khakharia

Name:

Tina Khakharia

Title:

Signature Page to Eleventh

Amendment

Regions Bank, as a Revolving Lender

By:

/s/ Griffin Higginbotham

Name:

Griffin Higginbotham

Title:

Vice President

Signature Page to Eleventh

Amendment

EXHIBIT A

(Attached hereto)

EXHIBIT A

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT1

among

AVIS BUDGET HOLDINGS, LLC,

AVIS BUDGET CAR RENTAL, LLC,

as Borrower,

AVIS BUDGET GROUP, INC.,

The Subsidiary Borrowers from Time to Time Parties

Hereto,

The Several Lenders from Time to Time Parties

Hereto,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

Dated as of July 9, 2021

JPMORGAN CHASE

BANK, N.A.,

BOFA

SECURITIES, INCBofA Securities,

Inc.,

Credit Agricole

Corporate and Investment Bank,

Barclays

Bank PLC,

Societe

Generale,

BNP

Paribas,

Royal

Bank of Canada,

The Bank of

Nova Scotia,

BNP

Paribas,

Morgan Stanley

Senior Funding, Inc.,

Royal

Bank of Canada,

Societe

Generale,

Truist

Bank,

Wells

Fargo Securities, LLC,

TruistMizuho

Bank, Ltd.

and

Wells

FargoMUFG Bank,

NATIONAL ASSOCIATIONLtd.,

as Joint Lead Arrangers and Joint Bookrunners in respect

of the Revolving FacilityFacilities

JPMORGAN CHASE BANK, N.A.,

BARCLAYS BANK PLC,

BNP PARIBAS SECURITIES CORP.,

BOFA SECURITIES, INC.,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

MORGAN STANLEY SENIOR FUNDING, INC.,

ROYAL BANK OF CANADA,

SOCIÉTÉ GÉNÉRALE,

1 As amended by the First Amendment, dated

as of March 16, 2022, the Second Amendment, dated as of March 24, 2022, the Third Amendment, dated as of July 28, 2022, the Fourth Amendment,

dated as of February 6, 2023, the Fifth Amendment, dated as of April 21, 2023, the Sixth Amendment, dated as of December 8, 2023, the

Seventh Amendment, dated as of December 27, 2023, the Eighth Amendment, dated as of May 29, 2024, the Ninth Amendment, dated as of February

6, 2025 and, the Tenth Amendment, dated as

of July 16, 2025 and the Eleventh Amendment,

dated as of June 29, 2026.

THE BANK OF NOVA SCOTIA,

TRUIST SECURITIES, INC.

and

WELLS FARGO SECURITIES, LLC

as Joint Lead Arrangers and Joint Bookrunners in respect

of the Tranche B Term Facility

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arranger and Joint Bookrunner in respect

of the Tranche C Term Facility

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arranger and Joint Bookrunner in respect

of the Tranche A Term Facility

Bank

of America, N.ABofA Securities,

Inc.,

Credit Agricole

Corporate and Investment Bank,

Barclays

Bank PLC,

Societe

Generale,

BNP

Paribas,

Royal

Bank of Canada,

The Bank of

Nova Scotia,

BNP

Paribas,

Morgan Stanley

Senior Funding, Inc.,

Royal

Bank of Canada,

Societe

Generale,

Truist

Bank,

Wells

Fargo Securities, LLC,

TruistMizuho

Bank, Ltd.

and

Wells

FargoMUFG Bank,

NATIONAL ASSOCIATIONLtd.,

as Co-Syndication Agents in respect of the Revolving

FacilityFacilities,

BANK

OF MONTREAL,

LLOYDS

BANK CORPORATE MARKETS PLC,

UNICREDIT

BANK GMBH, NEW YORK BRANCH,

MUFG

bankCITIZENS BANK, ltdN.A.,

Unicredit

bank GMBH, New york branch,

AND

Bank

of MontrealU.S. BANK NATIONAL ASSOCIATION,

Mizuho

Bank, Ltd.,

Lloyds

Bank Corporate Markets plc,

as Co-Documentation Agents in respect of the Revolving

FacilityFacilities

TABLE OF CONTENTS

Page

SECTION 1.

DEFINITIONS

1.1

Defined Terms

1.2

Other Definitional Provisions

5456

1.3

Interest Rates; Benchmark Notification

5557

1.4

Letter of Credit Amounts

5658

1.5

Limited Condition Acquisitions

5658

1.6

Divisions

5759

1.7

Exchange Rates; Currency Equivalents

5759

SECTION 2.

AMOUNT AND TERMS OF COMMITMENTS

5760

2.1

Term Commitments

5760

2.2

Procedure for Term Loan Borrowing

5860

2.3

Repayment of Term Loans

5961

2.4

Revolving Commitments

5962

2.5

Procedure for Revolving Loan Borrowing

6062

2.6

Swingline Commitment

6163

2.7

Procedure for Swingline Borrowing; Refunding of Swingline Loans

6164

2.8

Commitment Fees, etc

6366

2.9

Termination or Reduction of Revolving Commitments

6366

2.10

Optional Prepayments

6366

2.11

Mandatory Prepayments

6467

2.12

Conversion and Continuation Options

6568

2.13

Limitations on Term Benchmark Borrowings and RFR Borrowings

6669

2.14

Interest Rates and Payment Dates

6670

2.15

Computation of Interest and Fees

6770

2.16

Alternate Rate of Interest

6771

2.17

Pro Rata Treatment and Payments

7174

2.18

Requirements of Law

7276

2.19

Taxes

7377

2.20

Indemnity

7680

2.21

Change of Lending Office

7680

2.22

Replacement of Lenders

7780

2.23

Incremental Facilities

7781

2.24

Prepayments Required Due to Currency Fluctuation

8084

2.25

Defaulting Lenders

8084

2.26

Extension of the Facilities

8286

2.27

Restatement Date Transactions

8488

2.28

Ancillary Letter of Credit Facilities.

8488

SECTION 3.

LETTERS OF CREDIT

8689

3.1

L/C Commitment

8689

3.2

Procedure for Issuance of Letter of Credit

8791

3.3

Fees and Other Charges

8892

3.4

L/C Participations

8892

3.5

Reimbursement Obligation of the Borrower

8993

3.6

Obligations Absolute

8993

3.7

Letter of Credit Payments

9094

3.8

Applications

9094

3.9

Existing Letters of Credit

9094

3.10

Letters of Credit Issued for Account of Subsidiaries

9095

SECTION 4.

REPRESENTATIONS AND WARRANTIES

9195

4.1

Financial Condition

9195

4.2

No Change

9195

4.3

Existence; Compliance with Law

9195

4.4

Power; Authorization; Enforceable Obligations

9196

4.5

No Legal Bar

9296

4.6

Litigation

9296

4.7

No Default

9296

4.8

Ownership of Property; Liens

9296

4.9

Intellectual Property

9296

4.10

Taxes

9297

4.11

Federal Regulations

9397

4.12

ERISA

9397

4.13

Investment Company Act; Other Regulations

9397

4.14

Subsidiaries

9398

4.15

Use of Proceeds

9398

4.16

Accuracy of Information, etc

9498

4.17

Security Documents

9498

4.18

Anti-Corruption Laws and Sanctions

9599

4.19

Flood Insurance

9599

4.20

Affected Financial Institutions

9599

SECTION 5.

CONDITIONS PRECEDENT

9599

5.1

Amendment and Restatement Effective Date

9599

5.2

Conditions to Each Extension of Credit

97101

SECTION 6.

AFFIRMATIVE COVENANTS

97102

6.1

Financial Statements

97102

6.2

Certificates; Other Information

98103

6.3

Payment of Obligations

99104

6.4

Maintenance of Existence; Compliance

99104

6.5

Maintenance of Property; Insurance

100104

6.6

Inspection of Property; Books and Records; Discussions

100104

6.7

Notices

100105

6.8

Environmental Laws

101105

6.9

Additional Collateral etc

101106

6.10

Post-Closing Obligations

103107

6.11

Use of Proceeds

108

SECTION 7.

NEGATIVE COVENANTS

103108

7.1

Financial Condition Covenant

103108

7.2

Indebtedness

103108

7.3

Liens

107112

7.4

Fundamental Changes

110115

7.5

Disposition of Property

111116

7.6

Restricted Payments

113118

7.7

Investments

114119

7.8

Optional Payments and Modifications of Certain Agreements

116122

7.9

Transactions with Affiliates

118123

7.10

Sales and Leasebacks

118123

7.11

Changes in Fiscal Periods

118123

7.12

Clauses Restricting Subsidiary Distributions

118123

7.13

Lines of Business

119124

7.14

Business Activities of Holdings

119124

SECTION 8.

EVENTS OF DEFAULT

119124

SECTION 9.

THE AGENTS

122127

9.1

Appointment

122127

9.2

Delegation of Duties

122128

9.3

Exculpatory Provisions

122128

9.4

Reliance by Administrative Agent

123128

9.5

Notice of Default

123128

9.6

Non-Reliance on Agents and Other Lenders

123129

9.7

Indemnification

124129

9.8

Acknowledgement of Lenders and Issuing Lenders.

124130

9.9

Agent in Its Individual Capacity

125131

9.10

Successor Administrative Agent

125131

9.11

Co-Documentation Agents and Co-Syndication Agents

126132

9.12

Certain ERISA Matters

126132

9.13

Intercreditor Agreements

127133

9.14

Posting of Communications

133

9.15

Borrower Communications

135

SECTION 10.

MISCELLANEOUS

127136

10.1

Amendments and Waivers

127136

10.2

Notices

130138

10.3

No Waiver; Cumulative Remedies

131139

10.4

Survival of Representations and Warranties

131140

10.5

Payment of Expenses and Taxes; Indemnity; Limitation of Liability

131140

10.6

Successors and Assigns; Participations and Assignments

132141

10.7

Adjustments; Set-off

136145

10.8

Counterparts

136145

10.9

Severability

137146

10.10

Integration

137146

10.11

Governing Law

137146

10.12

Submission To Jurisdiction; Waivers

137146

iii

10.13

Judgment

137147

10.14

Acknowledgements

138147

10.15

Releases of Guarantees and Liens

139148

10.16

Confidentiality

139148

10.17

WAIVERS OF JURY TRIAL

140149

10.18

USA Patriot Act

140149

10.19

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

140150

10.20

Effect of Amendment and Restatement

141150

10.21

Several Obligations

141150

10.22

Acknowledgement Regarding Any Supported QFCs

141151

SCHEDULES:

1.1A

Commitments

1.1B

Excluded Subsidiaries

1.1C

[Reserved]

1.1D

Separation Agreement

1.1E

Tax Sharing Agreement

1.1F

Mortgaged Properties

1.1G

Consolidated Coverage Ratio

3.9

Existing Letters of Credit

4.4

Consents, Authorizations, Filings and Notices

4.9

Intellectual Property Matters

4.14

Subsidiaries

4.17

UCC Filing Jurisdictions

6.10

Post-Closing Obligations

7.2(f)

Existing Indebtedness

7.3(g)

Existing Liens

7.5(h)

Dispositions

7.7(k)

Investments

7.9

Permitted Transactions

7.12

Certain Agreements

EXHIBITS:

[Reserved]

Form of Compliance Certificate

Form of Closing Certificate

Form of Assignment and Assumption

Form of Legal Opinion of Kirkland & Ellis LLP

Form of Exemption Certificate

Form of Joinder

Form of Guarantee and Collateral Agreement

Form of Guarantee Acknowledgement

SIXTH AMENDED AND RESTATED

CREDIT AGREEMENT (this “Agreement”), dated as of July 9, 2021, among AVIS BUDGET HOLDINGS, LLC, a Delaware limited

liability company (“Holdings”), AVIS BUDGET CAR RENTAL, LLC, a Delaware limited liability company (the “Borrower”),

AVIS BUDGET GROUP, INC., a Delaware corporation, the Subsidiary Borrowers (as defined herein) from time to time parties hereto, the several

banks and other financial institutions or entities from time to time parties hereto (the “Lenders”), and JPMORGAN

CHASE BANK, N.A., as administrative agent.

WHEREAS, the Borrower and

Holdings are parties to the Fifth Amended and Restated Credit Agreement, dated as of February 13, 2018 (the “Fifth Amended and

Restated Credit Agreement;” as amended and in effect immediately prior to the date hereof, the “Existing Credit Agreement”),

with several banks and other financial institutions or entities parties as lenders and agents thereto and JPMorgan Chase Bank, N.A., as

administrative agent;

WHEREAS, on

the Restatement Effective Date, the Borrower has requested that a revolving

facility in the aggregate principal amount of $1,950,000,000 be made available to the Borrower to replace the Revolving Facility (as defined

in the Existing Credit Agreement), and the Revolving Lenders (as defined belowin

this Agreement on the Restatement Effective Date), which also constituteconstituted

the Required Lenders, have agreed, upon the terms and subject to the conditions set forth

herein, to provide the Revolving Facility (as defined belowin

this Agreement on the Restatement Effective Date), and the Existing Credit Agreement will

bewas amended as set forth herein to effect

the Revolving Facility (as defined belowin

this Agreement on the Restatement Effective Date);

WHEREAS, the signatories

hereto have agreed to further amend the Existing Credit Agreement in certain respects and to restate the Existing Credit Agreement as

so amended as provided in this Agreement (and, in that connection, certain lenders not currently party to the Existing Credit Agreement

shall become a party as lenders hereunder), effective upon the satisfaction of certain conditions precedent set forth in Section 5.1.

NOW, THEREFORE, the signatories

hereto agree that on the Restatement Effective Date (as defined below) the Existing Credit Agreement shall be amended and restated as

follows:

SECTION

1. DEFINITIONS

1.1 Defined

Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section

1.1.

“2028

Available Revolving Commitment”: as to any 2028

Revolving Lender at any time, an amount equal to the excess,

if any, of (a) such Lender’s 2028 Revolving

Commitment then in effect over (b) such Lender’s 2028

Revolving Extensions of Credit then outstanding.

“2028

Revolving Commitment”: as to any 2028 Revolving Lender, the obligation of such 2028 Revolving Lender, if any, to make 2028 Revolving

Loans and participate in Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading

“2028 Revolving Commitment” opposite such Lender’s

name on Schedule 1.1A (as amended, supplemented or otherwise modified from time to time) or in the Assignment and Assumption pursuant

to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.

“2028

Revolving Commitment Period”: the period from and including

the Eleventh Amendment Effective

Date to the 2028 Revolving Termination Date.

“2028

Revolving Extensions of Credit”: as to any 2028

Revolving Lender at any time, an amount equal to the sum of

(a) the Dollar Equivalent of the aggregate principal amount of all 2028

Revolving Loans held by such Lender then outstanding and

(b) the Dollar Equivalent of such Lender’s 2028

Revolving Percentage of the L/C Obligations under

the 2028 Revolving Facility then outstanding.

“2028

Revolving Facility”: the 2028 Revolving Commitments

and the extensions of credit made thereunder.

“2028

Revolving Lender”: each Lender that has a 2028

Revolving Commitment or that holds 2028

Revolving Loans.

“2028

Revolving Loans”: as defined in Section 2.4(a).

“2028

Revolving Percentage”: as to any 2028

Revolving Lender at any time, the percentage which such Lender’s

2028 Revolving

Commitment then constitutes of the 2028 Total

Revolving Commitments or, at any time after the 2028 Revolving

Commitments shall have expired or terminated, the percentage

which the aggregate principal amount of such Lender’s 2028

Revolving Loans then outstanding constitutes of the aggregate

principal amount of the 2028 Revolving

Loans then outstanding, provided, that, in the event that the 2028

Revolving Loans are paid in full prior to the reduction to

zero of the 2028 Total

Revolving Extensions of Credit, the 2028 Revolving

Percentages shall be determined in a manner designed to ensure that the other outstanding 2028

Revolving Extensions of Credit shall be held by the 2028

Revolving Lenders on a comparable basis.

“2028

Revolving Termination Date”: the earliest of (i) June 29, 2028, (ii) if more than $300,000,000 in the aggregate of any Term Loans

or Senior Unsecured Notes remain outstanding on the date that is 91 days prior

to the date of the respective maturity date of the Term Loans

or Senior Unsecured Notes, the date that is 91 days prior to the maturity date of the Term Loans or Senior Unsecured Notes, and (iii)

the date that is ten (10) Business Days after any Group Member receives cash proceeds from any legal settlement in excess of $500,000,000,

as applicable, or, in each case, if such date is not a Business Day, the immediately preceding Business Day.

“2028

Total Revolving Commitments”: at any time, the aggregate amount of the 2028 Revolving Commitments then in effect.

“2028

Total Revolving Extensions of Credit”: at any time, the aggregate amount of the 2028 Revolving Extensions of Credit of the 2028

Revolving Lenders outstanding at such time.

“2031

Available Revolving Commitment”: as to any 2031 Revolving Lender at any time, an amount equal to the excess, if any, of (a) such

Lender’s 2031 Revolving Commitment then in effect over (b) such Lender’s 2031 Revolving Extensions of Credit then outstanding;

provided, that in calculating any Lender’s 2031 Revolving

Extensions of Credit for the purpose of determining such Lender’s Available

Revolving Commitment pursuant to Section 2.8(b),

the Swingline Exposure shall be deemed to be zero.

“2031

Revolving Commitment”: as to any Lender, the obligation

of such Lender, if any, to make 2031 Revolving

Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set

forth under the heading “2031 Revolving Commitment”

opposite such Lender’s name on Schedule 1.1A (as amended, supplemented or otherwise modified from time to time) or in the Assignment

and Assumption

pursuant to which such Lender became a party

hereto, as the same may be changed from time to time pursuant to the terms hereof.

“2031

Revolving Commitment Period”: the period from and including the Eleventh Amendment Effective Date to the 2031 Revolving Termination

Date.

“2031

Revolving Extensions of Credit”: as to any 2031 Revolving Lender at any time, an amount equal to the sum of (a) the Dollar Equivalent

of the aggregate principal amount of all 2031 Revolving Loans held by such Lender then outstanding, (b) the Dollar Equivalent of such

Lender’s 2031 Revolving Percentage of the L/C Obligations under the 2031 Revolving Facility then

outstanding and (c) such Lender’s Swingline Exposure.

“2031

Revolving Facility”: the 2031 Revolving Commitments and the extensions of credit made thereunder.

“2031

Revolving Lender”: each Lender that has a 2031 Revolving Commitment or that holds 2031 Revolving Loans.

“2031

Revolving Loans”: as defined in Section

2.4(b).

“2031

Revolving Percentage”: as to any 2031 Revolving Lender at any time, the percentage which such Lender’s 2031 Revolving Commitment

then constitutes of the 2031 Total Revolving Commitments or, at any time after the 2031 Revolving Commitments shall have expired or terminated,

the percentage which the aggregate principal amount of such Lender’s 2031 Revolving Loans then outstanding constitutes of the aggregate

principal amount of the 2031 Revolving Loans then outstanding, provided, that, in the event that the 2031 Revolving Loans are paid in

full prior to the reduction to zero of the 2031 Total Revolving Extensions of Credit, the 2031 Revolving Percentages shall be determined

in a manner designed to ensure that the other outstanding 2031 Revolving Extensions of Credit shall be held by the 2031 Revolving Lenders

on a comparable basis.

“2031

Revolving Termination Date”: the earlier of (i) June

29, 2031 and (ii) if more than $300,000,000 in the aggregate

of any Term Loans or Senior Unsecured Notes remain outstanding on the date that is 91 days prior to the date of the respective maturity

date of the Term Loans or Senior Unsecured Notes, the date that is 91 days prior to the maturity date of the Term Loans or Senior Unsecured

Notes, as applicable, or, in each case, if such date is not a Business Day, the immediately preceding Business Day.

“2031

Total Revolving Commitments”: at any time, the aggregate amount of the 2031 Revolving Commitments then in effect.

“2031

Total Revolving Extensions of Credit”: at any time, the aggregate amount of the 2031 Revolving Extensions of Credit of the 2031

Revolving Lenders outstanding at such time.

“ABG”:

Avis Budget Group, Inc., a Delaware corporation.

“ABR”:

for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect

on such day, (b)(i) the NYFRB Rate in effect on such day plus (ii) ½ of 1% and (c)(i) the Adjusted Term SOFR Rate for a

one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a Business

Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this

definition, the Adjusted Term SOFR Rate for

any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication

time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology); provided

further that (x) the ABR applicable to any Tranche B Term Loan shall, in any event, be at all times no less than 1.00%, (y) the ABR

applicable to any Tranche C Term Loan shall, in any event, be at all times no less than 1.50% and (z) the ABR applicable to the Tranche

A Term Loans shall, in any event, be at all times no less than 1.00%. Any change in the ABR due to a change in the Prime Rate, the NYFRB

Rate or the Adjusted Term SOFR Rate shall be effective as of the opening of business on the effective day of such change in the Prime

Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the ABR is being used as an alternate rate of interest pursuant

to Section 2.16 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to ‎Section 2.16(b)),

then the ABR shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the

avoidance of doubt, if the ABR shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ABR Loans”:

Loans the rate of interest applicable to which is based upon the ABR.

“Accounting Changes”:

as defined in Section 1.2(b).

“Adjusted Daily

Simple RFR”: with respect to any (x) RFR Borrowing denominated in Dollars, an interest rate per annum equal to (a) the Daily

Simple RFR for Dollars, plus (b)(i) in connection with the Tranche C Term Loans and Tranche A Term Loans, 0.10%,

and (ii) in connection with the Tranche B Term Loans,

0.00% and (iii) in connection with the Revolving Loans, 0.11448% and (y) with respect

to any RFR Borrowing denominated in Canadian Dollars, an interest rate per annum equal to (a) the Daily

Simple RFR for Canadian Dollars, plus (b) 0.29547 and

the Revolving Facilities, 0.00%; provided that if the Adjusted Daily Simple RFR as so determined would be less than

the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted EURIBOR

Rate”: with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per annum

equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Adjusted Term CORRA

Rate”: for the purposes of any calculation, the rate per annum equal to (a) Term

CORRA for such calculation plus (b) 0.29547% for a one month interest period or 0.32138% for a three

month interest period; provided that if Adjusted Term CORRA Rate as so determined would be less than the Floor,

such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR

Rate”: with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum

equal to (a) the Term SOFR Rate for such Interest Period, plus (b)(i) in connection with the Tranche C Term Loans and Tranche A Term Loans,

0.10%, (ii) in connection with the Tranche B Term Loans, 0.00% and (iii) in connection with the Revolving

Loans, for an Interest Period of (1) one month, 0.11448%, (2) three months, 0.26161% and (3) six months, 0.42826% and

Revolving Facilities, 0.00%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor,

such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“AESOP Base Indenture”:

the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between the AESOP Issuer and the AESOP Trustee, as amended,

modified or supplemented from time to time.

“AESOP Financing

Program”: the transactions contemplated by the AESOP Base Indenture, as it may be from time to time further amended, supplemented

or modified, and the instruments and agreements referenced therein and otherwise executed in connection therewith, and any successor program.

“AESOP Indebtedness”:

any Indebtedness incurred pursuant to the AESOP Financing Program.

“AESOP Issuer”:

Avis Budget Rental Car Funding (AESOP) LLC.

“AESOP Trustee”:

The Bank of New York Mellon Trust Company, N.A., in its capacity as Trustee under the AESOP Base Indenture, together with its successors

and assigns in such capacity.

“Administrative

Agent”: JPMorgan Chase Bank, together with its affiliates, as the arranger of the Commitments and as the administrative agent

for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.

“Administrative

Questionnaire”: an Administrative Questionnaire in a form supplied by the Administrative Agent to the Borrower or any Lender, as

the context requires.

“Additional Foreign

Vehicle Indebtedness”: as defined in the definition of “Consolidated Total Debt.”

“Affected Financial

Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate”:

as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with,

such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another if such latter Person

possesses, directly or indirectly, power either to (i) vote 10% or more of the securities having ordinary voting power for the election

of directors of such controlled Person or (ii) direct or cause the direction of the management and policies of such controlled Person

whether by contract or otherwise.

“Agent-Related Person”:

as defined in Section 10.5.

“Agents”:

the collective reference to the Co-Syndication Agents, the Co-Documentation Agents and the Administrative Agent.

“Aggregate Exposure”:

with respect to any Lender at any time, an amount equal to the sum of (i) the aggregate then unpaid principal amount of such Lender’s

Tranche B Term Loans, (ii) the aggregate then unpaid principal amount of such Lender’s Tranche C Term Loans, (iii) the aggregate

then unpaid principal amount of such Lender’s Tranche A Term Loans and (iv) the amount of such Lender’s Revolving Commitment

then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit

then outstanding.

“Aggregate Exposure

Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate

Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreed Currencies”:

Dollars and each Optional Currency.

“Agreement”:

as defined in the preamble hereto.

“Ancillary Letter

of Credit Facility” means any letter of credit facility made available in accordance with Section 2.28.

“Ancillary Letter

of Credit Facility Commitment” means, with respect to any Ancillary Issuing Lender and Ancillary Letter of Credit Facility,

the maximum amount that such Ancillary Letter of Credit Issuing Lender has agreed to make available from time to time prior to the 2031

Revolving Termination Date under such Ancillary Letter of Credit Facility pursuant to Section 2.28 by such Ancillary

Letter of Credit Facility Issuing Lender.

“Ancillary Letter

of Credit Facility Document” means, with respect to any Ancillary Letter of Credit Facility, each document or instrument between

any Borrower and the applicable Ancillary Letter of Credit Issuing Lender thereunder governing such Ancillary Letter of Credit Facility.

“Ancillary Letter

of Credit Facility Exposure” shall mean, at any time, with respect to any Ancillary Letter of Credit Issuing Lender and any

Ancillary Letter of Credit Facility then in effect, the Dollar Equivalent of the face amount of each letter of credit under such Ancillary

Letter of Credit Facility.

“Ancillary Letter

of Credit Issuing Lender” shall mean, with respect to any Ancillary Letter of Credit Facility, the 2031

Revolving Lender (or an Affiliate of such 2031 Revolving

Lender) or the lender that was a 2031 Revolving Lender or an

Affiliate of a 2031 Revolving Lender at the time such Ancillary

Letter of Credit Facility was entered into that, in each case, has made such Ancillary Letter of Credit Facility available under Section

2.28.

“Anti-Corruption Laws”:

all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Affiliates from time to time concerning or relating

to bribery or corruption.

“Applicable Margin”:

(a) with respect to the Tranche B Term Loans, (x) 1.50% in the case of ABR Loans and (y) 2.50% in the case of Adjusted Term SOFR Loans,

(b) with respect to Revolving Loans, a rate determined in accordance with the Pricing Grid, (c) with respect to the Tranche C Term Loans,

(x) 2.00% in the case of ABR Loans and (y) 3.00% in the case of Adjusted Term SOFR Loans and (d) with respect to the Tranche A Term Loans,

a rate determined in accordance with the Pricing Grid.

“Applicable

Parties”: as defined in Section 9.14(c).

“Applicable Time”:

with respect to any Borrowings and payments in any Optional Currency, the local time in the place of settlement for such Optional Currency

as may be determined by the Administrative Agent or the Issuing Lender, as the case may be, to be necessary for timely settlement on the

relevant date in accordance with normal banking procedures in the place of payment.

“Application”:

with respect to an Issuing Lender, an application, in such form as such Issuing Lender may specify from time to time, requesting such

Issuing Lender to open or amend a Letter of Credit.

“Approved

Borrower Portal”: as defined in Section 9.15(a).

“Approved

Electronic Platform”: as defined in ‎Section 9.14(a).

“Approved Fund”:

as defined in Section 10.6(b).

“Asset Sale”:

any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b),

(c), (d), (e), (j), (k), (l), (m) or (o) of Section 7.5) that yields gross proceeds to any Loan Party (other than ABG) (valued at the

initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market

value in the case of other non-cash proceeds) in excess of $25,000,000.

“Assignee”:

as defined in Section 10.6(b).

“Assignment and

Assumption”: an Assignment and Assumption, substantially in the form of Exhibit D.

“AUD Screen Rate”

means with respect to any Interest Period, the average bid reference rate administered by ASX Benchmarks Pty Limited (ACN 616 075 417)

(or any other Person that takes over the administration of such rate) for Australian dollar bills of exchange with a tenor equal in length

to such Interest Period as displayed on page BBSY of the Reuters screen (or, in the event such rate does not appear on such Reuters page,

on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service

that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion) at or about

11:00 a.m. (Sydney, Australia time) on the first day of such Interest Period. If the AUD Screen Rate shall be less than zero, the AUD

Screen Rate shall be deemed to be zero for purposes of this Agreement.

“Australian Dollars”

and “A$”: the lawful money of Australia.

“Australian Securitization

Entity”: any special purpose entity formed for the purpose of engaging in vehicle financing in Australia.

“Auto-Extension

Letter of Credit”: as defined in Section 3.1(a).

“Available Amount”:

on any date of determination:

(a) $750,000,000; plus

(b) 50% of the Consolidated Net Income determined on a cumulative basis since the fiscal quarter commencing

on or about January 1, 2018 for each fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section

6.1; plus

contribution to, the Borrower after the Restatement Effective Date and prior to the date of determination; plus

(d) the aggregate amount of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries as a

return (whether by dividend, interest, distributions, returns of capital, repayments or otherwise) on any Investment to the extent such

Investment was made using the Available Amount after the Restatement Effective Date and prior to the date of determination, minus

(e) the sum of the amount of Available Amounts used to (x) make Restricted Payments pursuant to Section 7.6(h),

(y) fund Investments pursuant to Section

7.7(t), (z) make voluntary or optional

payments, prepayments, repurchases or redemptions of or optionally or voluntarily defease or segregate funds with respect to certain Indebtedness

pursuant to Section 7.8(a)(v), in each case, after the Restatement Effective Date and prior to the date of determination;

provided, that, for purposes of this

definition, the following shall be excluded from the calculation of Consolidated Net Income: (i) (x) the amount of debt extinguishment

costs and transaction costs in connection with any Specified Transaction, (y) the amount of separation, integration, restructuring and

severance cash items incurred within twelve months of the date of the consummation of any Specified Transaction in connection with such

Specified Transaction in an aggregate amount not to exceed $30,000,000 and (z) any non-cash impairment charges associated with, or any

other write-offs of, intangibles (including goodwill) and (ii) the income of any Subsidiary of the Borrower to the extent that the declaration

or payment of dividends or similar distributions by that Subsidiary of the income is not at the time permitted by operation of the terms

of its charter, or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

“Available Revolving

Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any,

of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving

Extensions of Credit then outstanding; provided, that in calculating any Lender’s Revolving

Extensions of Credit for the purpose of determining such Lender’sthe

2028 Available Revolving Commitment pursuant to Section 2.8(a),

the Swingline Exposure shall be deemed to be zeroor the

2031 Available Revolving Commitment, as the context may require.

“Available Tenor”:

as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such

Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as

applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any

frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of

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

of ‎Section 2.16.

“Avis Budget Finance”:

Avis Budget Finance, Inc., a Delaware corporation.

“Avis Europe”:

Avis Europe plc, a public limited company incorporated under the laws of England and Wales.

“Avis Europe Acquisition”:

(i) the acquisition by the Borrower or any of its Subsidiaries of all of the issued and to be issued shares of Avis Europe pursuant to

a court sanctioned scheme of arrangement between Avis Europe and its shareholders under Part 26 of the Companies Act 2006 and the related

reduction of capital (if any) under section 649 of the Companies Act 2006 or (ii) the acquisition by the Borrower or any of its subsidiaries

of at least 75% of the issued and to be issued shares of Avis Europe by way of a contractual takeover offer within the meaning of section

974 of the Companies Act 2006 made by the Borrower or any of its subsidiaries to effect the acquisition and satisfaction of all other

conditions precedent for such takeover offer to be declared unconditional in all respects.

“Bail-In Action”:

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”:

(a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council

of the European

Union, the implementing law, regulation, rule

or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect

to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule

applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions

or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Event”:

with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,

trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation

of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance

of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy

Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental

Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction

of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or

such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark”:

initially, with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (ii) Term

Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event or a Term CORRA Reelection Event,

and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for

such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement

has replaced such prior benchmark rate pursuant to clause ‎(b) or clause ‎(c) of ‎Section 2.16.

“Benchmark Replacement”:

for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the

applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Optional Currency (other than any Loan

denominated in Canadian Dollars), “Benchmark Replacement” shall mean the alternative set forth in (2) below:

(1) in

the case of any Loan denominated in Dollars, the Adjusted Daily Simple RFR and/or in the case of any Loan denominated in Canadian Dollars,

the Adjusted Daily Simple RFR for Canadian Dollars;

(2) the

sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the

then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement

benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing

market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated

in Dollars (or, with respect to the Revolving FacilityFacilities,

denominated in the applicable Agreed Currency) at such time in the United States and (b) the related Benchmark Replacement Adjustment;

provided that notwithstanding

anything to the contrary in the Agreement or in any other Loan Document, upon the occurrence of a Term CORRA Reelection Event, and the

delivery of a Term CORRA Notice, on the applicable Benchmark Replacement Date, the “Benchmark Replacement” shall revert to

and shall be deemed to be the Adjusted Term CORRA Rate.

If the Benchmark Replacement

as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor

for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement

Adjustment”: with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any

applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, 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 for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation

of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the

applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii)

any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities

denominated in Dollars (or, with respect to the Revolving FacilityFacilities,

denominated in the applicable Agreed Currency) at such time.

“Benchmark Replacement

Conforming Changes”: with respect to any Benchmark Replacement or any Term Benchmark Loans, any technical, administrative or

operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day”

(and, with respect to any Term Benchmark Loans, the definition of “U.S. Government Securities Business Day” and the definition

of “RFR Business Day”), the definition of “Interest Period,” timing and frequency of determining rates and making

payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the

applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides

(with the consent of the Borrower) may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to

permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative

Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines

that no market practice for the administration of such Benchmark Replacement (or, with respect to the Tranche C Term Facility, such Benchmark)

exists, in such other manner of administration as the Administrative Agent and the Borrower decide is reasonably necessary in connection

with the administration of this Agreement and the other Loan Documents); provided that, notwithstanding anything herein to the contrary,

no “Benchmark Replacement Conforming Changes” shall result in any material effect on the timing or amount of payments or borrowings.

“Benchmark Replacement

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

(1) in

the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement

or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component

used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component

thereof);

(2) in

the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published

component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such

Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by

reference to the most recent statement or publication referenced in such clause (c) and even

if any Available Tenor of such Benchmark (or

such component thereof) continues to be provided on such date; or

(3) in

the case of a Term CORRA Reelection Event, the date that is thirty (30) days after the date a Term CORRA Notice (if any) is provided to

the Lenders and the Borrower pursuant to Section 2.16(d).

For the avoidance of doubt,

(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect

of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination

and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to

any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors

of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition

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

Benchmark:

(1) a public statement or

publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation

thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component

thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator

that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or

publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the

calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency

applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component),

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

insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the

administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such

component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator

that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or

publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the

calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified

future date will no longer be, representative.

For the avoidance of doubt,

a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication

of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component

used in the calculation thereof).

“Benchmark Unavailability

Period”: with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant

to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark

for all purposes hereunder and under any Loan Document in accordance with ‎Section 2.16

and (y) ending at the time that a Benchmark

Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with ‎Section

2.16.

“Beneficial Ownership

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

“Beneficial Ownership

Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan”

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

a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets

include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets

of any such “employee benefit plan” or “plan”.

“Benefitted Lender”:

as defined in Section 10.7(a).

“BKBM Screen Rate”

means, with respect to any Interest Period, the rate per annum determined by the Administrative Agent which is equal to the average bank

bill reference rate as administered by the New Zealand Financial Markets Association (or any other person that takes over the administration

of such rate) for bills of exchange with a tenor equal in length to such Interest Period as displayed on page BKBM of the Reuters screen

(or, in the event such rate does not appear on such page, on any successor or substitute page on such screen that displays such rate,

or on the appropriate page of such other information service that publishes such rate, or on the appropriate page of such other information

service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion) at or

about 11:00 a.m. (Wellington, New Zealand time) on the first day of such Interest Period. If the BKBM Screen Rate shall be less than zero,

the BKBM Screen Rate shall be deemed to be zero for purposes of this Agreement.

“Board”:

the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”:

as defined in the preamble hereto.

“Borrower

Communications”: as defined in Section 9.15(c).

“Borrowing”:

Loans of the same Type and Agreed Currency, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as

to which a single Interest Period is in effect.

“Borrowing Date”:

any Business Day specified by the Borrower or any Subsidiary Borrower as a date on which the Borrower or such Subsidiary Borrower requests

the relevant Lenders to make Loans hereunder.

“Budget”:

as defined in Section 6.2(c).

“Budget Truck Division”:

the truck rental business of Budget Rent A Car System, Inc. and its Subsidiaries.

“Business Day”:

any day (other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided, however,

(a) in relation to Loans denominated in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET

Day,

(b) in relation to RFR Loans and any interest

rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency

of such RFR Loan, any such day that is only an RFR Business Day, (c) in relation to Loans denominated in Canadian Dollars and in relation

to the calculation or computation of CORRA or the Canadian Prime Rate, any day (other than a Saturday or a Sunday) on which banks are

open for business in Toronto, Ontario, (d) in relation to Loans denominated in Australian Dollars, any day (other than a Saturday or a

Sunday) on which banks are open for business in Sydney, Australia and (e) in relation to Loans denominated in New Zealand Dollars, any

day (other than a Saturday or a Sunday) on which banks are open for business in Wellington, New Zealand.

“Canadian Dollars”

and “C$”: the lawful money of Canada.

“Canadian Prime

Rate”: on any day, the rate determined by the Administrative Agent to be the rate equal to the PRIMCAN Index rate that appears

on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg,

any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable

discretion); provided, that if any the above rates shall be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this

Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index shall be effective from and including the effective

date of such change in the PRIMCAN Index.

“Canadian Securitization

Entity”: WTH Funding Limited Partnership, WTH Car Rental Limited Partnership, each an Ontario limited partnership, and any other

special purpose entity formed for the purpose of engaging in vehicle financing in Canada including, without limitation, any other partnerships

formed from time to time and each of the special purpose entities that may be partners in WTH Funding Limited Partnership, WTH Car Rental

Limited Partnership or in any other such partnerships.

“Capital Lease Obligations”:

as to any Person, the obligations of such Person to pay rent or other amounts under any lease (including any finance 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 and, for the purposes of this Agreement, the amount of

such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”:

any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all

equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the

foregoing.

“Cash Equivalents”:

any of the following, to the extent acquired for investment and not with a view to achieving trading profits: (a) obligations fully backed

by the full faith and credit of the federal government of the United States or any Member State or any agency or instrumentality thereof

maturing not in excess of twelve months from the date of acquisition, (b) commercial paper maturing not in excess of twelve months from

the date of acquisition and rated at least “P-1” by Moody’s or “A-1” by S&P on the date of such acquisition,

(c) the following obligations of any Lender or any domestic commercial bank having capital and surplus in excess of $500,000,000, which

has, or the holding company of which has, a commercial paper rating meeting the requirements specified in clause (b) above: (i) time deposits,

certificates of deposit and acceptances maturing not in excess of twelve months from the date of acquisition, or (ii) repurchase obligations

with a term of not more than thirty days for underlying securities of the type referred to in clause (a) above, (d) money market funds

that invest exclusively in

interest bearing, short-term money market instruments

and adhere to the minimum credit standards established by Rule 2a-7 of the Investment Company Act of 1940, as amended, (e) municipal securities:

(i) for which the pricing period in effect is not more than twelve months long and (ii) rated at least “P-1” by Moody’s

or “A-1” by S&P and (f) foreign investments substantially comparable to the investments described in clauses (b), (c),

(d) and (e) above in connection with managing cash of any Subsidiary having operations in a foreign country.

“Cash Items Cap”:

as defined in the definition of “Consolidated Net Income”.

“CBR Loan”:

a Loan that bears interest at a rate determined by reference to the Central Bank Rate or the Canadian Prime Rate.

“CBR

Spread” means the Applicable Rate, applicable to such Loan that is replaced by a CBR Loan.

“Central Bank Rate”:

(A) the greater of for any Loan denominated in (a) Pounds Sterling, the Bank of England (or any successor thereto)’s “Bank

Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three rates

as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of

the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing

operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto)

from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published

by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking

system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time and

(c) any other Optional Currency determined after the Effective Date, a central bank rate as determined by the Administrative Agent in

its reasonable discretion; plus (B)(i) the applicable Central Bank Rate Adjustment and (ii) 0%.

“Central Bank Rate

Adjustment”: for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative

value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR

Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable during such period of five

Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, (b) Pounds Sterling,

a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of SONIA for the five most recent

RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest SONIA applicable

during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Pounds Sterling in effect on the last RFR

Business Day in such period and (c) any other Optional Currency determined after the Effective Date, a Central Bank Rate Adjustment as

determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall

be determined disregarding clause (B) of the definition of such term and (y) each of the EURIBOR Rate on any day shall be based on the

EURIBOR Screen Rate, on such day at approximately the time referred to in the definition of such term for deposits in the applicable Agreed

Currency for a maturity of one month (or, in the event the EURIBOR Screen Rate for deposits in the applicable Agreed Currency is not available

for such maturity of one month, shall be based on the EURIBOR Interpolated Rate as of such time); provided that if such rate shall be

less than zero, such rate shall be deemed to be zero.

“Centre Point Base

Indenture”: the Amended and Restated Base Indenture, dated as of March 9, 2010, between the Centre Point Issuer and the Centre

Point Trustee, as amended, modified or supplemented from time to time.

“Centre Point Financing

Program”: the transactions contemplated by the Centre Point Base Indenture, as it may be from time to time further amended,

supplemented or modified, and the instruments and agreements referenced therein and otherwise executed in connection therewith, and any

successor program.

“Centre Point Indebtedness”:

any Indebtedness incurred pursuant to the Centre Point Financing Program.

“Centre Point Issuer”:

Centre Point Funding, LLC.

“Centre Point Trustee”:

The Bank of New York Mellon Trust Company, N.A., in its capacity as Trustee under the Centre Point Base Indenture, together with its successors

and assigns in such capacity.

“Change in Control”:

(a) the acquisition by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the

SEC thereunder as in effect on the Restatement Effective Date), directly or indirectly, beneficially or of record, of ownership or control

of in excess of 50% of the voting common stock of ABG on a fully diluted basis at any time; provided, that any voting common stock held

by SRS (as defined in the Cooperation Agreement) that is subject to the “Excess Voting Rights” limitations on voting set forth

in the Cooperation Agreement (as in effect on the Fourth Amendment Effective Date) shall be excluded from the amount of voting common

stock of ABG deemed held by SRS (as defined in the Cooperation Agreement) for purposes of such determination or (b) if at any time, individuals

who at the Restatement Effective Date constituted the board of directors of ABG (together with any new directors whose election by such

board of directors or whose nomination for election by the shareholders of ABG, as the case may be, was approved by a vote of the majority

of the directors then still in office who were either directors at the Restatement Effective Date or whose election or nomination for

election was previously so approved) cease for any reason to constitute a majority of the board of directors of ABG, (c) ABG shall cease

to own, directly or through one or more Wholly-Owned Subsidiaries, all of the capital stock of Holdings, free and clear of any direct

or indirect Liens (other than statutory Liens) or (d) Holdings shall cease to directly own all of the capital stock of the Borrower, free

and clear of any direct or indirect Liens (other than statutory Liens or Liens created by the Loan Documents).

“Closing Date”:

April 19, 2006.

“CME Term SOFR Administrator”

means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)

(or a successor administrator).

“Code”:

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

“Co-Documentation

Agents”: with respect to the Revolving Facility, MUFG

Bank, Ltd., UniCredit Facilities,

Bank of Montreal, Lloyds Bank Corporate Markets plc, Unicredit

Bank GmbH, New York Branch, Bank of Montreal, MizuhoCitizens

Bank, LtdN.,A.

and LloydsU.S.

Bank Corporate Markets plcNational

Association.

“Co-Syndication

Agents”: with respect to the Revolving Facility, Bank of America, N.AFacilities,

Bofa Securities, Inc., Credit Agricole Corporate and Investment Bank, BarclaysThe

Bank PLC, Societe GeneraleOf

Nova Scotia, BNP Paribas, Royal Bank of

Canada, The Bank of Nova Scotia, Morgan Stanley Senior Funding, Inc., Royal

Bank Of Canada, Societe Generale, Truist Bank, and Wells Fargo Bank,

National AssociationSecurities, LLC, Mizuho Bank, Ltd.

And MUFG Bank, Ltd.

“Collateral”:

all property of the Loan Parties (other than ABG), now owned or hereafter acquired, upon which a Lien is purported to be created by any

Security Document, provided, however, that Collateral shall not include the assets of any Foreign Subsidiary or more than

65% of the Capital Stock of any Foreign Subsidiary.

“Commitment”:

as to any Lender, the sum of the Tranche B Term Commitment, the Tranche C Term Commitment, the Tranche A Term Commitment,

the 2028 Revolving Commitment and the 2031 Revolving

Commitment of such Lender.

“Commitment Fee

Rate”: a rate determined in accordance with the Pricing Grid.

“Commonly Controlled

Entity”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section

4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“Communications”:

as defined in Section 9.14(c).

“Compliance Certificate”:

a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“Collateralized”:

secured by cash collateral arrangements and/or backstop letters of credit entered into on terms and in amounts reasonably satisfactory

to the Administrative Agent and the relevant Issuing Lender.

“Conduit Lender”:

any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made

by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit

Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its

Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility

to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided,

further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.18, 2.19, 2.20 or 10.5

than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or

(b) be deemed to have any Commitment.

“Consolidated Coverage

Ratio”: as defined in Schedule 1.1G.

“Consolidated EBITDA”:

without duplication, for any period, Consolidated Net Income plus

(a) provision for taxes based on income;

(b) depreciation expense (excluding any such expense attributable to depreciation of Eligible Assets);

(d) amortization expense (excluding any such expense attributable to amortization of Eligible Assets);

(e) non-cash stock option and restricted stock grant expense;

(f) [reserved];

(g) other unusual or non-recurring non-cash expenses or losses, including fees, expenses and charges associated

with the transactions contemplated by the Separation Agreement;

(h) unrealized losses (or minus unrealized gains) from interest rate, foreign exchange and gasoline

Swap Agreements;

(i) any other non-cash charges and expenses (including amortization of deferred financing fees), in the case

of each of (a)-(h) above, to the extent such items are reflected as a charge in the calculation of Consolidated Net Income for such period;

(j) fees, expenses and transaction costs paid or incurred in connection with any Specified Transaction and

the financing thereof, whether or not successful;

(k) Realized or unrealized losses (or minus realized or unrealized gains) in respect of intercompany

loans or intercompany hedging transactions not already included in the calculation of Consolidated Net Income;

(l) [reserved];

(m) the amount of “run-rate” cost savings, operating expense reductions, operating improvements

and synergies projected by the Borrower in good faith to be realized in connection with any Specified Transaction, restructuring initiative,

business optimization activity, cost savings initiative or other similar action, in each case, as a result of specified actions taken

or initiated or with respect to which substantial steps have been taken or initiated or are expected by the Borrower in good faith to

be taken or initiated and projected by the Borrower in good faith to be realized not later than the end of the sixth full fiscal quarter

immediately following the closing of such Specified Transaction or the initiation of such restructuring initiative, business optimization

activity, cost savings initiative or such other similar action (calculated on a pro forma basis as though such cost savings, operating

expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions

and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from

such actions; provided that (A) a certificate signed by a Responsible Officer shall be delivered to the Administrative Agent together

with the Compliance Certificate required to be delivered pursuant to Section 6.2(b), certifying that such cost savings, operating expense

reductions and synergies are reasonably expected and supportable in the good faith judgment of the Borrower, (B) the aggregate amount

of cost savings, operating expense reductions and projected synergies

added pursuant to this clause (m) shall

not exceed 20% of Consolidated EBITDA in the aggregate in any period of four consecutive fiscal quarters, (C) no cost savings, operating

expense reductions and synergies shall be added pursuant to this clause (m) to the extent duplicative of any expenses or charges otherwise

added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, and (D) projected amounts (and amounts

not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (m) to the extent occurring more than

six full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions

and synergies; and

(n) fees and expenses paid or incurred in connection with any Permitted Acquisition or other Investment, Material

Disposition, issuance or amendment of Indebtedness or Capital Stock, whether or not successful.

Notwithstanding the foregoing, in calculating

Consolidated EBITDA for any period, pro forma effect shall be given to (i)(A) any non-recurring gains (losses) on business unit dispositions

outside the ordinary course of business and (B) any unusual or non-recurring non-cash income, in the case of each of (A) and (B) above,

to the extent such items are reflected as income (losses) in the calculation of Consolidated Net Income for such period and (ii) any cash

payments made during such period in respect of items described in clause (g) and (h) above subsequent to the fiscal quarter in which the

relevant non-cash expenses or non-cash or unrealized losses were reflected as a charge in the calculation of Consolidated Net Income,

all as determined on a consolidated basis in accordance with GAAP. For the purposes of calculating Consolidated EBITDA for any period

of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Consolidated

Leverage Ratio, the Consolidated First Lien Leverage Ratio or the Consolidated Secured Leverage Ratio, (i) if at any time during or following

such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference

Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of

such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable

thereto for such Reference Period and (ii) if during or following such Reference Period the Borrower or any Subsidiary shall have made

a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if

such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition”

means the Avis Europe Acquisition and any acquisition of property or series of related acquisitions of property that (a) constitutes assets

comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of

a Person and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess of $25,000,000; and “Material

Disposition” means any Disposition of property or series of related Dispositions of property under Section 7.5(f), (g) or (h)

that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $25,000,000.

“Consolidated Financial

Statements”: as defined in Section 4.1(b).

“Consolidated First

Lien Debt”: at any date, without duplication, the sum of the Consolidated Secured Debt under the Facilities plus the aggregate

principal amount of all Consolidated Total Debt that is secured by a Lien on any asset of the Borrower or its Subsidiaries on a basis

that is pari passu with the Liens securing the Facilities; provided that, for purposes of this definition, Consolidated

Secured Debt and Consolidated Total Debt shall be calculated without giving effect to the last sentence of the definition of Consolidated

Total Debt.

“Consolidated First

Lien Leverage Ratio”: as at the last day of any period, the ratio of (a) Consolidated First Lien Debt on such day to (b) Consolidated

EBITDA for such period.

“Consolidated Leverage

Ratio”: as at the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for

such period.

“Consolidated Net

Income”: for any period for which such amount is being determined, the net income (or loss) of the Borrower and its Subsidiaries

during such period determined on a consolidated basis for such period taken as a single accounting period in accordance with GAAP; provided

that there shall be excluded (i) income (loss) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of

its Subsidiaries has any equity investment or comparable interest, except to the extent of the amount of dividends or other distributions

actually paid to the Borrower or its Subsidiaries by such Person during such period, (ii) any extraordinary, unusual, exceptional or non-recurring

cash items and any separation, integration, restructuring and severance cash items in an amount not to exceed, in the aggregate together

with all items under this clause (ii), 10% of Consolidated EBITDA in any period of four consecutive fiscal quarters (the “Cash

Items Cap”); provided that, upon consummation of the Avis Europe Acquisition, to the extent paid or incurred in connection

with the Avis Europe Acquisition, the Cash Items Cap shall be increased by an additional $75,000,000 for any period ended after the date

of the consummation of the Avis Europe Acquisition through the eighth full fiscal quarter immediately following the date of the consummation

of the Avis Europe Acquisition, (iii) any unusual pretax non-cash losses and expenses, (iv) any income (loss) for such period from discontinued

operations in accordance with GAAP and (v) any adjustments of contingent consideration related to an acquisition, including earnouts and

contingent purchase price adjustments.

“Consolidated Quarterly

Tangible Assets” at any date, the total assets less the sum of the “goodwill, net,” and “other intangibles,

net,” in each case reflected on the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of any fiscal

quarter of the Borrower for which such a balance sheet is available, determined on a consolidated basis in accordance with GAAP (and,

in the case of any determination relating to the incurrence of any Indebtedness or the making of any Investment or Restricted Payment,

on a pro forma basis including any property or assets being acquired in connection therewith).

“Consolidated Secured

Debt”: at any date, the sum of the aggregate principal amount of all Consolidated Total Debt that is secured by a Lien

on any asset of the Borrower or its Subsidiaries.

“Consolidated Secured

Leverage Ratio”: as at the last day of any period, the ratio of (a) Consolidated Secured Debt on such day to (b) Consolidated

EBITDA for such period.

“Consolidated Tangible

Assets”: at any date, the amount equal to (x) the sum of Consolidated Quarterly Tangible Assets as at the end of each of the

most recently ended four fiscal quarters of the Borrower for which a calculation thereof is available, divided by (y) four.

“Consolidated Total

Debt”: at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries at such date, determined

on a consolidated basis in accordance with GAAP; provided that, for purposes of this definition, Indebtedness shall not include

(i)(x) Securitization Indebtedness, (y) AESOP Indebtedness and Centre Point Indebtedness or (z) Recourse Vehicle Indebtedness up to the

Recourse Vehicle Indebtedness Threshold Amount, (ii) the aggregate undrawn amount of outstanding Letters of Credit or any other letters

of credit, (iii) obligations under Swap Agreements or (iv) without duplication of Indebtedness referred in clauses (i)(x) and (i)(z) above,

any other obligations under long-term finance leases in respect of Eligible Assets entered into by Foreign Subsidiaries, including any

Capital Lease Obligations of any such Foreign Subsidiary and any

Guarantee Obligations in respect of such Capital

Lease Obligations (collectively, “Additional Foreign Vehicle Indebtedness”). In addition, for purposes of this definition,

the amount of Indebtedness of the Borrower and its Subsidiaries at any date shall be reduced (but not to less than zero) by the amount

of Excess Cash.

“Consolidated Total

Interest Expense”: for any period, without duplications (a) total interest expense paid or payable in cash (including that properly

attributable to Capital Lease Obligations) plus, (b)(x) all capitalized interest and amortization of debt discount and debt issuance

costs and (y) debt extinguishment costs, in each case, of the Borrower and its Subsidiaries on a consolidated basis in accordance with

GAAP including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’

acceptance financing and net cash costs (or minus net profits) under interest rate Swap Agreements minus, (c) without duplication,

any interest income of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP during such period (other than

interest income earned on any Related Eligible Assets). Notwithstanding the foregoing, interest expense in respect of any (i) Securitization

Indebtedness, (ii) AESOP Indebtedness and Centre Point Indebtedness, (iii) Recourse Vehicle Indebtedness, in an amount, for this clause

(iii), up to the Recourse Vehicle Indebtedness Threshold Amount, or (iv) Additional Foreign Vehicle Indebtedness, shall not be included

in Consolidated Total Interest Expense. For purposes of calculating Consolidated Total Interest Expense related to Recourse Vehicle Indebtedness

for any period, such amount shall be equal to the product of the following formula on the date of determination to the extent that the

amount of Recourse Vehicle Indebtedness exceeds the Recourse Vehicle Indebtedness Threshold Amount at any time during such period:

Recourse Vehicle Indebtedness – the Recourse Vehicle Indebtedness Threshold Amount

total interest expense on Recourse Vehicle Indebtedness

Recourse Vehicle Indebtedness

“Contractual Obligation”:

as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such

Person is a party or by which it or any of its property is bound.

“Cooperation Agreement”:

the Fourth Amended and Restated Cooperation Agreement, dated as of December 23, 2022, by and among Avis Budget Group, Inc. and SRS (as

defined therein), as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“CORRA”:

the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

“CORRA Administrator”:

the Bank of Canada (or any successor administrator).

“CORRA Determination

Date” as defined in the definition of “Daily Simple CORRA”.

“CORRA Rate Day”

as defined in the definition of “Daily Simple CORRA”.

“Corresponding Tenor”:

with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately

the same length (disregarding business day adjustment) as such Available Tenor.

“Credit Party”:

the Administrative Agent, each Issuing Lender, the Swingline Lenders or any other Lender.

“Customary Bridge

Facility”: a customary bridge financing which, subject to customary conditions, provides for automatic conversion or exchange

into Indebtedness that does not mature prior to the Final Term Loan Maturity Date or Final Revolving Termination Date, as applicable.

“Daily Simple CORRA”:

for any day (a “CORRA Rate Day”), a rate per annum equal to CORRA for the day (such day “CORRA Determination

Date”) that is five (5) RFR Business Days prior to (i) if such CORRA Rate Day is an RFR Business Day, such CORRA Rate Day or

(ii) if such CORRA Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such CORRA Rate Day, in each case,

as such CORRA is published by the CORRA Administrator on the CORRA Administrator’s website. Any change in Daily Simple CORRA due

to a change in CORRA shall be effective from and including the effective date of such change in CORRA without notice to the Borrower.

If by 5:00 p.m. (Toronto time) on any given CORRA Determination Date, CORRA in respect of such CORRA Determination Date has not been published

on the CORRA Administrator’s website and a Benchmark Replacement Date with respect to the Daily Simple CORRA has not occurred, then

CORRA for such CORRA Determination Date will be CORRA as published in respect of the first preceding RFR Business Day for which such CORRA

was published on the CORRA Administrator’s website, so long as such first preceding RFR Business Day is not more than five Business

Days prior to such CORRA Determination DayDate.

“Daily Simple RFR”:

for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan denominated in (i) Pounds

Sterling, the greater of (a) SONIA for the day that is five Business Days prior to (A) if such RFR Interest Day is a Business Day, such

RFR Interest Day or (B) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR Interest Day and

(b) zero, (ii) Dollars, Daily Simple SOFR and (iii) Canadian Dollars, Daily Simple CORRA. Any change in Daily Simple RFR due to a change

in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Borrower.

“Daily Simple SOFR”:

for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination

Date”) that is five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day or (ii)

if such SOFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day, in each case, as such

SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. 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.

“Declined Amounts”:

as defined in Section 2.11(d).

“Declining Lender”:

as defined in Section 2.11(d).

“Default”:

any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has

been satisfied.

“Defaulting Lender”:

any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations

in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder, unless such requirement

to fund such Loan or participation in Letters of Credit or Swingline Loans is based on such Lender's good faith determination that the

conditions precedent to funding such Loan or participation in Letters of Credit or Swingline Loans under this Agreement have not been

satisfied and such Lender has notified the Administrative Agent in writing to that effect, (b) notified the Borrower, the Administrative

Agent, any Issuing Lender, any Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations

generally under this Agreement or has made a public

statement to the effect that it does not intend

to comply with its funding obligations generally under this Agreement or generally under other agreements in which it commits to extend

credit (unless such writing or public statement relates to such Lenders’ obligation to fund a Loan hereunder and states that such

position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with

any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed, within

three Business Days after written request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement

relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, provided

that such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative Agent,

(d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder

within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) has, or has a direct or indirect parent

company that has, become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“Disposition”:

with respect to any property, any sale, lease, sale and leaseback, assignment (other than a collateral assignment), conveyance, transfer

or other disposition thereof (whether effected pursuant to a division or otherwise). The terms “Dispose” and “Disposed

of” shall have correlative meanings.

“Disqualified Stock”:

with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which

it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change in Control or other

similar event described under such terms as a “change in control,” or an Asset Sale) (i) matures or is mandatorily redeemable

pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or (iii)

is redeemable at the option of the holder thereof (other than following the occurrence of a Change in Control or other similar event described

under such terms as a “change in control,” or an Asset Sale), in whole or in part, in each case on or prior to the Final Revolving

Termination Date.

“Dollar Equivalent”:

for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars, such amount, (b) if such amount is expressed

in an Optional Currency, the equivalent of such amount in dollars determined by using the rate of exchange for the purchase of dollars

with the Optional Currency last provided (either by publication or otherwise provided to the Administrative Agent) by Reuters on the Business

Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide

a rate of exchange for the purchase of dollars with the Optional Currency, as provided by such other publicly available information service

which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if

such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in dollars as determined

by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated

in any other currency, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination

it deems appropriate in its sole discretion.

“Dollars”

and “$”: the lawful money of the United States.

“Domestic Subsidiary”:

any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States, but excluding any Subsidiary substantially

all the assets of which consists of stock of a Foreign Subsidiary.

“Domestic Subsidiary

Borrower”: any Subsidiary Borrower which is a Domestic Subsidiary.

“EEA Financial Institution”:

(a) any institution 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

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”:

any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution

Authority”: 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.

“Early Maturity

Trigger Indebtedness”: any Indebtedness incurred under Sections 7.2(w) (to the extent subject to the limitations on scheduled

principal payments or prepayments set forth in the proviso therein) and 7.2(y) having, at the time of the initial incurrence thereof,

a stated maturity date prior to (a) with respect to the Tranche B Term Facility, the date specified in clause (i) of “Tranche B

Term Loan Maturity Date” at such time and (b) with respect to the Tranche C Term Facility, the date specified in clause (i) of “Tranche

C Term Loan Maturity Date” at such time.

“Eighth Amendment”:

the Eighth Amendment, dated as of the Eighth Amendment Effective Date, to this Agreement.

“Eighth Amendment

Effective Date”: the “Eighth Amendment Effective Date”, as defined in the Eighth Amendment, which date is May 29,

2024.

“Electronic Signature”:

an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent

to sign, authenticate or accept such contract or record.

“Eleventh

Amendment”: the Eleventh Amendment, dated as of the Eleventh Amendment Effective Date, to this Agreement.

“Eleventh

Amendment Effective Date”: the “Eleventh Amendment Effective Date”, as defined in the Eleventh Amendment, which date

is June 29, 2026.

“Eligible Assets”:

any of the following and any proceeds thereof: (a) assets (and interests in assets) that are of the type described as “assets under

vehicle programs” in the consolidated financial statements of the Borrower and its Subsidiaries, dated December 31, 2012, which

shall include, without limitation, vehicles, vehicle leases, fleet maintenance contracts, fleet management contracts, other service contracts,

receivables generated by any of the foregoing and other asset servicing rights, related deposit accounts, and (b) equity interests or

other securities issued by any Subsidiary or other Person issuing securities or incurring Indebtedness secured by, payable from or representing

beneficial interests in, or holding title or ownership interests in, assets of the type described in clause (a) above or interests in

such assets.

“Environmental Laws”:

all laws, rules, orders, regulations, statutes, ordinances, codes, decrees, judgments, injunctions, notices or requirements issued, promulgated

or entered into by any

Governmental Authority, relating in any way

to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Materials of

Environmental Concern or to health and safety matters, including without limitation, the Clean Water Act also known as the Federal Water

Pollution Control Act (“FWPCA”) 33 U.S.C. § 1251 et seq., the Clean Air Act (“CAA”),

42 U.S.C. §§ 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”),

7 U.S.C. §§ 136 et seq., the Surface Mining Control and Reclamation Act (“SMCRA”), 30 U.S.C.

§§ 1201 et seq., the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”),

42 U.S.C. § 9601 et seq., the Superfund Amendment and Reauthorization Act of 1986 (“SARA”), Public

Law 99-499, 100 Stat. 1613, the Emergency Planning and Community Right to Know Act (“ECPCRKA”), 42 U.S.C.

§ 11001 et seq., the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 6901

et seq., the Occupational Safety and Health Act as amended (“OSHA”), 29 U.S.C. § 655

and § 657, together, in each case, with any amendment thereto, and the regulations adopted and binding publications promulgated

thereunder and all substitutions thereof.

“ERISA”:

the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Escrow”:

an escrow, trust, collateral or similar account or arrangement with a third party that is not Holdings or its Subsidiaries.

“Escrowed Debt”:

as defined in the definition of “Escrowed Debt Issuer”.

“Escrowed Debt Issuer”:

any Subsidiary that is an issuer of Indebtedness permitted to be incurred by Section 7.2 the proceeds of which are maintained under escrow

or similar contingent release arrangements (such Indebtedness “Escrowed Debt”).

“EU Bail-In Legislation

Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect

from time to time.

“EURIBOR Interpolated

Rate”: at any time, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the rate

per annum (rounded to the same number of decimal places as the EURIBOR Screen Rate) determined by the Administrative Agent (which determination

shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between:

(a) the EURIBOR Screen Rate for the longest period (for which the EURIBOR Screen Rate is available for Euros) that is shorter than the

Impacted EURIBOR Rate Interest Period; and (b) the EURIBOR Screen Rate for the shortest period (for which the EURIBOR Screen Rate is available

for Euros) that exceeds the Impacted EURIBOR Rate Interest Period, in each case, at such time; provided that, if any EURIBOR Interpolated

Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“EURIBOR Rate”:

with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate at approximately

11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period; provided that, if the EURIBOR Screen Rate

shall not be available at such time for such Interest Period (an “Impacted EURIBOR Rate Interest Period”) with respect

to Euros then the EURIBOR Rate shall be the EURIBOR Interpolated Rate.

“EURIBOR Screen

Rate”: the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes

over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the

administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on

the appropriate page of such other information service which publishes that rate

from time to time in place of Thomson Reuters

as of 11:00 a.m. Brussels time two TARGET Days prior

to the commencement of such Interest Periodon

the applicable date of determination. If such page or service ceases to be available, the Administrative Agent may specify

another page or service displaying the relevant rate after consultation with the Borrower. If the EURIBOR Screen Rate shall be less than

zero, the EURIBOR Screen Rate shall be deemed to be zero for purposes of this Agreement.

“Euro”

and “€”: the official currency of the European Union.

“Eurocurrency Base

Rate”: with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, (i) to the extent denominated

in Australian Dollars, the AUD Screen Rate and (ii) to the extent denominated in New Zealand Dollars, the BKBM Screen Rate; provided

further that if the Relevant Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest

Period”) with respect to the applicable currency then the Eurocurrency Base Rate shall be the Interpolated Rate; provided

that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Eurocurrency Loans”:

Loans the rate of interest applicable to which is based upon the Eurocurrency Rate.

“Eurocurrency Rate”:

with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined for such day in accordance

with the following formula (rounded upward to the nearest 1/100th of 1%):

Eurocurrency Base Rate

1.00 - Eurocurrency Reserve Requirements

“Eurocurrency Reserve

Requirements”: a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is

the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)

expressed as a decimal established by the Board and any other banking authority to which the Administrative Agent or any Lender is subject,

for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve

percentages shall include those imposed under Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and

as such shall be deemed to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which

may be available from time to time to any Lender under Regulation D or any comparable regulation. Eurocurrency Reserve Requirements shall

be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“European Securitization

Entity”: any special purpose entity formed for the purpose of engaging in vehicle financing in the European Union or any of

the member states of the European Union.

“Event of Default”:

any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has

been satisfied.

“Excess Cash”:

all cash and Cash Equivalents of the Borrower and its Subsidiaries at such time determined on a consolidated basis in accordance with

GAAP in excess of $25,000,000.

“Exchange Rate”:

for any day with respect to any Optional Currency, the rate at which such Optional Currency may be exchanged into Dollars, as set forth

at 11:00 A.M., London time, on such day on the applicable Reuters currency page with respect to such Optional Currency. In the event that

such rate does not appear on the applicable

Reuters currency page, the Exchange Rate with respect to such Optional Currency shall be determined by reference to such other publicly

available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence

of such agreement, such Exchange Rate shall instead be the spot rate of exchange of the Administrative Agent in the London Interbank market

or other market where its foreign currency exchange operations in respect of such Optional Currency are then being conducted, at or about

11:00 A.M., London time, on such day for the purchase of Dollars with such Optional Currency, for delivery two Business Days later; provided,

however, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent

may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest

error.

“Excluded Parcels”:

collectively, (a) that certain real property located at 2005 Belvedere Road, W. Palm Beach, FL 33406 and (b) that certain real property

located at 230 Harbor Way, S. San Francisco, CA 94080.

“Excluded Person”:

as defined in the definition of “Subsidiary”.

“Excluded Subsidiary”:

each Subsidiary listed on Schedule 1.1B, the Regulated Subsidiary, any Immaterial Subsidiary, any Insurance Subsidiary, any Escrowed Debt

Issuer, and any other Subsidiary so long as the Borrower or any Subsidiary of the Borrower does not have the controlling authority under

the organizational documents of such Excluded Subsidiary to incur Indebtedness on its behalf or grant Liens on its assets (other than

purchase money security interests).

“Excluded Taxes”:

as defined in Section 2.19(a).

“Existing Credit

Agreement”: as defined in the preamble hereto.

“Existing Letters

of Credit”: as defined in Section 3.9.

“Existing Mortgaged

Property”: each Mortgaged Property (as defined in the Existing Credit Agreement) existing immediately prior to the Restatement

Effective Date.

“Existing Tranche

B Term Loans”: as defined in the Tenth Amendment.

“Existing Tranche

C Term Loans”: as defined in the Sixth Amendment.

“Extended Commitment”:

as defined in Section 2.26(a).

“Extended Credit”:

as defined in Section 2.26(a).

“Extended Loan”:

as defined in Section 2.26(a).

“Extension”:

as defined in Section 2.26(a).

“Extension Offer”:

as defined in Section 2.26(a).

“Facility”:

each of (a) the Tranche B Term Commitments and the Tranche B Term Loans (the “Tranche B Term Facility”), (b) the Revolving

Commitments and the extensions of credit made thereunder (the “2028

Revolving Facility”), (c) the 2031

Revolving Facility, (d) the Tranche C Term Commitments and the Tranche C Term Loans (the “Tranche C Term Facility”)

and (de) the

Tranche A Term Commitments and the Tranche A Term Loans (the “Tranche A Term Facility”).

“FATCA”:

Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable),

any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b) of the

Code.

“Federal Funds Effective

Rate”: for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions

(as determined in such manner as the NYFRB shall set forth on the NYFRB’s Website from time to time) and published on the next succeeding

Business Day by the NYFRB as the federal funds effective rate; provided that if the Federal Funds Effective Rate as so determined

would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fee Payment Date”:

(a) the third Business Day following the last day of each March, June, September and December and (b) the last day of the Revolving Commitment

Period.

“Final Revolving

Termination Date”: at any date of determination, the latest termination or expiration date applicable to any Revolving Loan

or Revolving Commitment hereunder at such time, including the final termination or expiration date of any Incremental Revolving Commitments

and any Revolving Loans or Revolving Commitments, in each case, extended in accordance with this Agreement from time to time.

“Final Term Loan

Maturity Date”: at any date of determination, the latest maturity date applicable to any Term Loan hereunder at such time, including

the final maturity date of any Incremental Term Loans and any Replacement Term Loans, in each case, extended in accordance with this Agreement

from time to time.

“First Amendment”:

the First Amendment, dated as of the First Amendment Effective Date, to the Fifth Amended and Restated Credit Agreement.

“First Amendment

Effective Date”: the “First Amendment Effective Date”, as defined in the First Amendment, which date is February

6, 2020.

“First Lien Intercreditor

Agreement”: any first lien intercreditor agreement entered into after the date hereof, in form and substance reasonably acceptable

to the Borrower and the Administrative Agent.

“Flood Insurance

Laws”: collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance

Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood

Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance

Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Floor”:

the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment

or renewal of this Agreement or otherwise) with respect to Eurocurrency Base Rate, EURIBOR Rate, the Adjusted Term SOFR Rate, Adjusted

Daily Simple RFR, each Daily Simple RFR or Adjusted Term CORRA Rate, as applicable. For the avoidance of doubt, (i) the initial Floor

with respect to the Tranche C Term Facility for the Adjusted Term SOFR Rate shall be 0.50%, (ii) the initial Floor with respect to the

Tranche B Term Facility for the Adjusted Term SOFR Rate and the Adjusted Daily Simple RFR shall be 0.00%, (iii) the initial Floor with

respect to the Revolving FacilityFacilities

for the Eurocurrency Base Rate, EURIBOR Rate, Adjusted Term SOFR Rate, Adjusted Term CORRA Rate, Adjusted Daily Simple RFR and Daily Simple

RFR shall be 0.00%

and (iv) the initial Floor with respect to

the Tranche A Term Facility for the Adjusted Term SOFR Rate and the Adjusted Daily Simple RFR shall be 0.00%.

“Foreign Issuer”:

Avis Budget Finance, plc and any other Foreign Subsidiary of ABG that is an issuer of any Indebtedness permitted under Section 7.2; provided

that (i) such Indebtedness issued or incurred by a Foreign Issuer is not guaranteed by any Person that is not the Borrower or a Guarantor

and (ii) no Foreign Issuer shall (x) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in,

any business or operations other than (A) maintaining its corporate existence and (B) the issuance or incurrence of Indebtedness permitted

to be issued or incurred by such Foreign Issuer under Section 7.2 or (y) own, lease, manage or otherwise operate any properties or assets.

“Foreign Subsidiary”:

any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Fourth Amendment”:

the Fourth Amendment, dated as of the Fourth Amendment Effective Date, to this Agreement.

“Fourth Amendment

Effective Date”: the “Fourth Amendment Effective Date”, as defined in the Fourth Amendment, which date is February

6, 2023.

“Funding Office”:

the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative

Agent as its funding office by written notice to the Borrower and the Lenders.

“GAAP”:

generally accepted accounting principles in the United States as in effect from time to time; provided that (a) at any time after

the Closing Date, the Borrower may elect, upon notice to the Administrative Agent, to apply IFRS accounting principles in lieu of GAAP

and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided herein)

and (b) any calculation or determination in this Agreement that requires the application of GAAP for periods that include fiscal quarters

ended prior to the Borrower’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP.

“Governmental Authority”:

any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, or any federal,

state or municipal court, in each case whether of the United States or foreign.

“Group Members”:

the collective reference to ABG, Holdings, the Borrower and their respective Subsidiaries; provided that the terms “Group

Member” and “Group Members” as used in Sections 6, 7 and 8 shall not include ABG except as otherwise provided therein.

“Guarantee and Collateral

Agreement”: the Third Amended and Restated Guarantee and Collateral Agreement, dated as of the Restatement Effective Date, among

Holdings, the Borrower, the Subsidiaries of the Borrower party thereto and the Administrative Agent, as further amended, modified or supplemented

from time to time.

“Guarantee Obligation”:

any obligation, contingent or otherwise, of the 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 any obligation

of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness

(including reasonable fees and expenses related thereto) or to purchase (or to advance or supply funds for the purchase of) any security

for the payment thereof, (b) to purchase or

lease property, securities or services for

the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any

other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or

(d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided,

however, that the amount of any Guarantee Obligation shall be limited to the extent necessary so that such amount does not exceed

the value of the assets of such Person (as reflected on a consolidated balance sheet of such Person prepared in accordance with GAAP)

to which any creditor or beneficiary of such Guarantee Obligation would have recourse.

Notwithstanding the foregoing

definition, the term “Guarantee Obligation” shall not include any direct or indirect obligation of a Person as a general partner

of a general partnership or a joint venturer of a joint venture in respect of Indebtedness of such general partnership or joint venture,

to the extent such Indebtedness is contractually non-recourse to the assets of such Person as a general partner or joint venturer

(other than assets comprising the capital of such general partnership or joint venture). The term “Guarantee Obligation” shall

not include endorsements for collection or deposit in the ordinary course of business.

“Guarantors”:

the collective reference to Holdings and the Subsidiary Guarantors.

“Holdings”:

as defined in the preamble hereto.

“IFRS”:

the International Financial Reporting Standards promulgated by the International Accounting Standards Board (“IASB”)

(which includes standards and interpretations approved by the IASB and International Accounting Standards (“IAS”) issued under

previous constitutions), together with its pronouncements thereon from time to time, and applied on a consistent basis.

“Immaterial Subsidiary”:

any Subsidiary or a group of Subsidiaries of the Borrower which, as of any date of determination, when taken together, does not have assets

with a value in excess of 3.0% of the total assets of the Borrower and its Subsidiaries on a consolidated basis.

“Impacted EURIBOR

Rate Interest Period”: as defined in the definition of “EURIBOR Rate.”

“Impacted Interest

Period”: as defined in the definition of “Eurocurrency Base Rate.”

“Increased Amount

Date”: is defined in Section 2.23.

“Incremental Commitment

Agreement”: is defined in Section 2.23.

“Incremental Equivalent

Debt”: one or more series of senior secured first lien notes, senior secured junior lien notes or loans, senior unsecured notes

or loans, subordinated notes or loans, or secured or unsecured mezzanine Indebtedness, in the case of securities, whether issued in a

public offering, Rule 144A or other private placement in lieu of the foregoing or otherwise, secured by the Collateral (if at all) on

a pari passu (but without regard to control of remedies) or junior basis with the Obligations, which Indebtedness is issued or

incurred by a Loan Party or a Foreign Issuer in lieu of Incremental Term Loans pursuant to an indenture, loan agreement, credit agreement,

note purchase agreement or otherwise; provided that (i) with respect to any Incremental Equivalent Debt secured by the Collateral

on a pari passu basis with the Obligations, the aggregate principal amount of all such Incremental Equivalent Debt secured by the

Collateral on a pari passu basis with the Obligations shall not, together with the aggregate amount of the Facilities (which term,

for the avoidance of doubt, shall be deemed to include any additional Incremental Revolving Commitments and any additional Incremental

Term Loans, in each case, outstanding under

this Agreement at such time), exceed an amount equal to 350% of Consolidated EBITDA determined to give pro forma effect to any related

transactions consummated concurrently therewith, for the most recently ended period of four consecutive fiscal quarters for which financial

statements have been delivered pursuant to Section 6.1, (ii) with respect to any Incremental Equivalent Debt secured by the Collateral

on a junior basis with the Obligations, after giving pro forma effect to the incurrence of such Incremental Equivalent Debt and the use

of proceeds thereof the Consolidated Secured Leverage Ratio shall not exceed 4.50 to 1.00 as of the last day of the most recently ended

fiscal quarter for which financial statements have been delivered, (iii) with respect to any Incremental Equivalent Debt that is unsecured,

after giving pro forma effect to the incurrence of such Incremental Equivalent Debt and the use of proceeds thereof, the Consolidated

Leverage Ratio shall not exceed 5.00 to 1.00 as of the last day of the most recently ended fiscal quarter for which financial statements

have been delivered, (iv) such Incremental Equivalent Debt shall not be subject to any Guarantee Obligation by any Person other than a

Loan Party or a Foreign Issuer, (v) in the case of Incremental Equivalent Debt that is secured, (A) the obligations in respect thereof

shall not be secured by any Lien on any asset of the Borrower or any Subsidiary other than any asset constituting Collateral (provided

that, in the case of any such Indebtedness that is funded into Escrow, such Indebtedness may be secured by the applicable proceeds of

such Indebtedness held in Escrow until such proceeds are released from Escrow), (B) the security agreements relating to such Incremental

Equivalent Debt (other than any collateral or similar arrangement in respect of the proceeds of any such Indebtedness that is funded into

Escrow) shall be substantially the same as the Security Documents (with such differences as are appropriate to reflect the nature of such

Incremental Equivalent Debt and are otherwise reasonably satisfactory to the Administrative Agent) and (C) such Incremental Equivalent

Debt shall be subject to a First Lien Intercreditor Agreement or a Second Lien Intercreditor Agreement, as appropriate, or other intercreditor

agreements customary for similar issuances of Indebtedness in form and substance reasonably satisfactory to the Administrative Agent and

the Borrower with the holders of such Indebtedness or an agent thereof and the Borrower, and any such First Lien Intercreditor Agreement,

Second Lien Intercreditor Agreement or other intercreditor agreement shall remain in full force and effect at any time such Indebtedness

remains outstanding, (vi) both immediately before and immediately after the incurrence of such Indebtedness, no Default or Event of Default

shall have occurred and be continuing on the date such Indebtedness is incurred, (vii) the Borrower shall be in compliance with Section

7.1 on a pro forma basis as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section

6.1 after giving effect to such Incremental Equivalent Debt and the use of proceeds thereof and assuming any related Specified Transaction

has occurred, (viii) the weighted average life to maturity of any Incremental Equivalent Debt (excluding any Customary Bridge Facility)

shall be greater than or equal to the then-remaining weighted average life to maturity of the Term Loans, (ix) the maturity date of any

Incremental Equivalent Debt (excluding any Customary Bridge Facility) shall be no earlier than the Final Term Loan Maturity Date, and

(x) the covenants and events of default applicable to such Incremental Equivalent Debt (taken as a whole) shall be either substantially

similar to, and not more favorable to the lenders thereunder than the covenants and events of default applicable to the Term Loans (taken

as a whole) or, if more favorable, may be materially different from those applicable to the Term Loans to the extent such differences

are reasonably acceptable to the Administrative Agent (it being understood that (x) terms applicable only after the Final Term Loan Maturity

Date are acceptable in any event) unless such covenants and events of default for such Incremental Equivalent Debt (taken as a whole)

are reflective of market terms and conditions for the type of Indebtedness incurred or issued at the time of issuance or incurrence thereof

(in each case, as determined by the Borrower in good faith); provided that a certificate of the Borrower delivered to the Administrative

Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the

material covenants of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has reasonably determined

in good faith that such covenants and defaults satisfy the foregoing requirement shall be conclusive evidence that such covenants and

defaults satisfy the foregoing requirement unless the Administrative Agent notifies the

Borrower within such five Business Day period

that it disagrees with such determination (including a reasonably detailed description of the basis upon which it disagrees). Notwithstanding

the foregoing, in the case of any Incremental Equivalent Debt implemented to finance a Permitted Acquisition, satisfaction of the conditions

set forth in clauses (vi) and (vii) may, at the option of the Borrower, be determined solely as of the date on which the definitive agreement

governing such Permitted Acquisition is executed, calculated to give pro forma effect to such acquisition as if it had occurred on such

date of determination.

“Incremental Lender”:

is defined in Section 2.23.

“Incremental Loan

Commitments”: is defined in Section 2.23.

“Incremental Revolving

Commitments”: is defined in Section 2.23.

“Incremental Revolving

Lender”: is defined in Section 2.23.

“Incremental Revolving

Loan”: is defined in Section 2.23.

“Incremental Term

Loan”: is defined in Section 2.23.

“Incremental Term

Loan Commitments”: is defined in Section 2.23.

“Incremental Term

Loan Increase”: is defined in Section 2.23.

“Incremental Term

Loan Lender”: is defined in Section 2.23.

“Incremental Tranche

A Term Loan”: any Incremental Term Loan having amortization, tenor and other terms customary for the term loan A market, as

reasonably determined by the Administrative Agent and the Borrower.

“Indebtedness”:

of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person

for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s

business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness

created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even

though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale

of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an

account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation

value of all preferred Capital Stock of such Person (i) that is required to be redeemed prior to the date which is 91 days after the Final

Term Loan Maturity Date (or which allows the holders of such preferred Capital Stock to require such preferred Capital Stock to be redeemed

prior to the date which is 91 days after the Final Term Loan Maturity Date) (other than following the occurrence of a Change in Control

or other similar event described under such terms as a “change in control” or an Asset Sale) or (ii) which is subject to other

payment obligations (including any sinking fund obligations) or obligations to pay dividends or cash interest in respect of such preferred

Capital Stock prior to the date which is 91 days after the Final Term Loan Maturity Date (other than following the occurrence of a Change

in Control or other similar event described under such terms as a “change in control” or an Asset Sale), (h) all Guarantee

Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of

the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent

or otherwise, to be secured by) any Lien on property (including accounts and contract

rights) owned by such Person, whether or not

such Person has assumed or become liable for the payment of such obligation, and (j) for the purposes of Section 8(e) only, all obligations

of such Person in respect of Swap Agreements; provided, that Indebtedness shall not include any earn-out obligations or contingent

obligations consisting of purchase price adjustments. The Indebtedness of any Person shall include the Indebtedness of any other entity

(including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such

Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly

provide that such Person is not liable therefor.

“Insolvency”:

with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”:

pertaining to a condition of Insolvency.

“Insurance Subsidiary”:

a Subsidiary established for the purpose of (a) insuring the businesses, facilities, employees or joint ventures of the Borrower or any

of its Subsidiaries, or (b) providing insurance products.

“Intellectual Property”:

the collective reference to all rights, priorities and privileges with respect to intellectual property, whether arising under United

States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark

licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof,

including the right to receive all proceeds and damages therefrom.

“Intercreditor Agreements”:

the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement and any other intercreditor agreement customary for similar

issuances of Indebtedness in form and substance reasonably satisfactory to the Administrative Agent and the Borrower with the holders

of such Indebtedness or an agent thereof and the Borrower, collectively, in each case to the extent then in effect.

“Interest Payment

Date”: (a) as to any ABR Loan (other than any Swingline Loan), the last day of each March, June, September and December to occur

while such Loan is outstanding and the final maturity date of such Loan, (b) with respect to any RFR Loan, (1) each date that is on the

numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically

corresponding day in such month, then the last day of such month) and (2) the Maturity Date, (c) with respect to any Term Benchmark

Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark

Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that

occurs at intervals of three months’ duration after the first day of such Interest Period, and the Maturity Date and (d) as to any

Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period”:

(i) as to any Term Benchmark Loan (other than any Adjusted Term CORRA Loan), (a) initially, the period commencing on the borrowing or

conversion date, as the case may be, with respect to such Loan and ending one, three or six (or (other than with respect to any Adjusted

Term SOFR Loan), if agreed to by all Lenders under the relevant Facility, twelve) months thereafter, as selected by the Borrower or relevant

Subsidiary Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter,

each period commencing on the last day of the next preceding Interest Period applicable to such Term Benchmark Loan and ending one, three

or six (or (other than with respect to any Adjusted Term SOFR Loan), if agreed to by all

Lenders under the relevant Facility, twelve)

months thereafter, as selected by the Borrower or relevant Subsidiary Borrower by irrevocable notice to the Administrative Agent not later

than 12:00 Noon, New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period

with respect thereto and (ii) as to any Adjusted Term CORRA Loan, (a) initially, the period commencing on the borrowing or conversion

date, as the case may be, with respect to such Loan and ending one or three months thereafter, as selected by the Borrower or relevant

Subsidiary Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter,

each period commencing on the last day of the next preceding Interest Period applicable to such Term Benchmark Loan and ending one or

three months thereafter, as selected by the Borrower or relevant Subsidiary Borrower by irrevocable notice to the Administrative Agent

not later than 12:00 Noon, New York City time, on the date that is three Business Days prior to the last day of the then current Interest

Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if

any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding

Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such

Interest Period shall end on the immediately preceding Business Day;

(ii) the

Borrower or relevant Subsidiary Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving

Termination Date with respect to such Revolving Facility or

beyond the date final payment is due on the relevant Term Loans, as the case may be;

(iii) any

Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding

day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

(iv) the

Borrower and any relevant Subsidiary Borrower shall select Interest Periods so as not to require a payment or prepayment of any Term Benchmark

Loan during an Interest Period for such Loan; and

(v) no

tenor that has been removed from this definition pursuant to Section 2.16(f) shall be available for specification in such notice of borrowing

or notice of conversion.

“Interpolated Rate”:

at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the Relevant Screen Rate) determined

by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results

from interpolating on a linear basis between: (a) the Relevant Screen Rate for the longest period (for which the Relevant Screen Rate

is available for the applicable currency) that is shorter than the Impacted Interest Period; and (b) the Relevant Screen Rate for the

shortest period (for which that Relevant Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period,

in each case, at such time. When determining the rate for a period which is less than the shortest period for which the Relevant Screen

Rate is available, the Relevant Screen Rate for purposes of clause (a) above shall be deemed to be the overnight rate for Dollars or,

if applicable, the relevant Optional Currency determined by the Administrative Agent from such service as the Administrative Agent may

select. If any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Investments”:

as defined in Section 7.7.

“ISDA Definitions”:

the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended

or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by

the International Swaps and Derivatives Association, Inc. or such successor thereto.

“ISP”:

with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International

Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuing Lender”:

with respect to a Letter of Credit, the Revolving Lender that is requested to issue, or that issues, such Letter of Credit pursuant to

an L/C Commitment, in the capacity as issuer of any Letter of Credit; provided, that no Revolving Lender shall be an Issuing Lender

without its consent.

“Joinder Agreement”:

is defined in Section 10.1.

“Joint Lead Arrangers”:

(i) with respect to the Revolving FacilityFacilities,

JPMorgan Chase Bank, BofA Securities, Inc., Credit Agricole Corporate and Investment Bank, Barclays Bank

PLC, Societe Generale, BNP Paribas, Royal Bank of Canada, The Bank of Nova Scotia, BNP

Paribas, Morgan Stanley Senior Funding, Inc., Royal Bank of

Canada, Societe Generale, Truist Bank, Wells Fargo

Bank, National AssociationSecurities,

LLC, Mizuho Bank, Ltd. and

MUFG Bank, Ltd., (ii) with respect to the Tranche

B Term Facility, JPMorgan Chase Bank, Barclays Bank PLC, BNP Paribas Securities Corp., BofA Securities, Inc., Credit Agricole Corporate

and Investment Bank, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Société Générale, The Bank

of Nova Scotia, Truist Securities, Inc. and Wells Fargo Securities, LLC, (iii) with respect to the Tranche C Term Facility, JPMorgan Chase

Bank and (iv) with respect to the Tranche A Term Facility, JPMorgan Chase Bank, N.A.

“JPMorgan Chase

Bank”: JPMorgan Chase Bank, N.A.

“judgment currency”:

as defined in Section 10.13.

“L/C Commitment”:

as to any Revolving Lender, the obligation of such Revolving Lender to issue Letters of Credit pursuant to Section 3 in an aggregate undrawn,

unexpired face amount plus the aggregate unreimbursed drawn amount thereof at any time not to exceed the amount set forth under the heading

“L/C Commitment” opposite such Revolving Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant

to which such Revolving Lender becomes a party thereto, in each case, as the same may be changed from time to time pursuant to the terms

hereof; provided, that the amount of any Revolving Lender’s L/C Commitment may be increased or decreased subject only to

the consent of such Revolving Lender and the Borrower and (ii) notwithstanding the aggregate amount of L/C Commitments of all Revolving

Lenders, at no time shall the L/C Obligations exceed the aggregate Revolving Commitments.

“L/C Obligations”:

as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate

amount of all Unreimbursed Amounts. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount

of such Letter of Credit shall be determined in accordance with Section 1.3. For all purposes of this Agreement, if on any date of determination

a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the

ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Participants”:

with respect to any Letter of Credit issued by an Issuing Lender, the collective reference to all the Revolving Lenders under

the Revolving Facility under which such Letter of Credit was issued other than the Issuing Lender with respect to such Letter

of Credit.

“LCA Action”:

as defined in Section 1.4.

“LCA Election”:

as defined in Section 1.4.

“LCA Test Date”:

as defined in Section 1.4.

“Lender Presentation”:

the Lender Presentation dated June 165,

20212026 with

respect to the syndication of the Revolving FacilityFacilities

provided herein.

“Lenders”:

as defined in the preamble hereto, including any Incremental Lender; provided, that unless the context otherwise requires, each

reference herein to the Lenders shall be deemed to include any Conduit Lender, the Swingline Lenders and the Issuing Lenders.

“Letter of Credit

Expiration Date”: as defined in Section 3.1(a).

“Letters of Credit”:

as defined in Section 3.1(a).

“Lien”:

with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,

on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention

agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Limited Condition

Acquisition”: any acquisition by the Borrower or one or more of its Subsidiaries permitted pursuant to this Agreement whose

consummation is not conditioned on the availability of, or on obtaining, third party financing and which is designated as a Limited Condition

Acquisition by the Borrower or such Subsidiary in writing to the Administrative Agent (and the Administrative Agent shall promptly provide

such written designation to the Lenders).

“Loan”:

any loan made by any Lender pursuant to this Agreement.

“Loan Documents”:

this Agreement, the Security Documents, the Parent Guarantee, the Notes and any amendment, waiver, supplement or other modification to

any of the foregoing (including any Incremental Commitment Agreement).

“Loan Parties”:

each Group Member that is a party to a Loan Document; provided that the terms “Loan Party” and “Loan Parties”

as used in Sections 6, 7 and 8 shall not include ABG except as otherwise provided therein.

“Majority Facility

Lenders”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the relevant

Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of theany

Revolving Facility, prior to any termination of the Revolving Commitments under

such Revolving Facility, the holders of more than 50% of the Total Revolving Commitments in

respect of such Revolving Facility).

“Material Acquisition”:

as defined in the definition of “Consolidated EBITDA”.

“Material Adverse

Effect”: any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect

on (i) the business, operations, property or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole

(it being understood that a bankruptcy filing by, or change in the actual or perceived credit quality of, or work stoppage affecting any

“big three” auto manufacturer shall not constitute a Material Adverse Effect so long as such “big three” auto

manufacturer has not failed to perform its material performance obligations owed to the Borrower or any of its Subsidiaries) or (ii) the

validity or enforceability of this Agreement or any of the other Loan Documents or the rights and remedies of the Administrative Agent

or the Lenders hereunder or thereunder.

“Material Disposition”:

as defined in the definition of “Consolidated EBITDA”.

“Materials of Environmental

Concern”: all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants,

including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious

or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Material

Intellectual Property” shall mean, as of any date of determination, Intellectual Property that is owned by and used in the business

of any Loan Party on such date, which is material to the business of the Borrower and its Subsidiaries, taken as a whole (as determined

by the Borrower in good faith).

“Maximum Facilities

Amount”: as defined in Section 2.23.

“Member State”:

a country which is a current member of the Organization for Economic Co-operation and Development and reasonably acceptable to the Administrative

Agent.

“MLPFS”:

Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation

to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial

lending services or related businesses may be transferred following the date of this Agreement).

“Minimum Extension

Condition”: as defined in Section 2.26(b).

“Moody’s”:

Moody’s Investors Service, Inc.

“Mortgaged Properties”:

the real properties listed on Part I of Schedule 1.1F, as to which the Administrative Agent for the benefit of the Lenders shall be granted

a Lien pursuant to the Mortgages (it being understood that in no event shall the Mortgaged Properties be deemed to include the Excluded

Parcels.

“Mortgages”:

each of the mortgages and deeds of trust made by any Loan Party (other than ABG) in favor of, or for the benefit of, the Administrative

Agent for the benefit of the Lenders pursuant to the requirements of this Agreement (and with respect to mortgages and deeds of trust

made in accordance with Section 6.9(d), in form and substance substantially the same as the mortgages and deeds of trust that covered

the Existing Mortgaged Property under the Existing Credit Agreement (with such changes thereto as the Administrative Agent may approve

or as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded)) under which a Lien

is granted on such real property and fixtures described therein, in each case as amended, supplemented, amended and restated or otherwise

modified from time to time.

“Multiemployer Plan”:

a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds”:

(a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including

any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment

receivable or otherwise, but only as and when received), net of attorneys’ fees, accountants’ fees, investment banking fees,

amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the

subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses

actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking

into account any available tax credits or deductions and any tax sharing arrangements, to the extent such tax credits or deductions or

tax sharing arrangements are utilized), minus, in the case of an Asset Sale, any reserve established, in accordance with GAAP,

in respect of (x) any potential adjustment in the sale price of such asset or assets and (y) any liabilities associated with such

assets or asset and retained by Holdings, the Borrower or any Subsidiary after such sale or other disposition thereof, including pension

and other post-employment benefit liabilities and liabilities related to environmental matters or with respect to any indemnification

obligations associated with such Asset Sale (provided that, upon the reversal (without the satisfaction of any applicable liabilities

in cash in a corresponding amount) of any such reserve, the amount of such reserve shall constitute Net Cash Proceeds), and (b) in connection

with any issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence,

net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary

fees and expenses actually incurred in connection therewith.

“New Zealand Dollars”

and “NZ$”: the lawful money of New Zealand.

“Ninth Amendment”:

the Ninth Amendment, dated as of the Ninth Amendment Effective Date, to this Agreement.

“Ninth Amendment

Effective Date”: the “Ninth Amendment Effective Date”, as defined in the Ninth Amendment, which date is February

6, 2025.

“Non-Excluded Taxes”:

as defined in Section 2.19(a).

“Non-Extension Notice

Date”: as defined in Section 3.1(a).

“Non-U.S. Lender”:

as defined in Section 2.19(e).

“Notes”:

the collective reference to any promissory note evidencing Loans.

“NYFRB”:

the Federal Reserve Bank of New York.

“NYFRB’s

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

“NYFRB Rate”:

for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect

on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such

rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction

quoted at 11:00 a.m. on such day received to the Administrative Agent from a Federal funds

broker of recognized standing selected by it;

provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for

purposes of this Agreement.

“NYFRB’s

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

“Obligations”:

the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and

interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,

relating to the Borrower or any Subsidiary Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such

proceeding) the Loans, any reimbursement obligations or letter of credit fees under any Ancillary Letter of Credit Facility Documents

and all other obligations and liabilities of the Borrower and each Subsidiary Borrower to any Agent or Lender (or, in the case of Specified

Swap Agreements and Specified Cash Management Agreements and,

Ancillary Letter of Credit Facility Documents and Supply Chain Finance

Documents, any affiliate of any Agent or Lender, in each case, at the time such agreement was entered into), whether direct

or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in

connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Swap Agreement, any Specified Cash Management

Agreement, any Ancillary Letter of Credit Facility Documents, any Supply

Chain Finance Documents or any other document made, delivered or given in connection herewith or therewith, whether on account

of principal, interest, reimbursement obligations, swap coupon or termination payments, fees or indemnities, or reasonable out-of-pocket

costs or expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent or to any

Lender that are required to be paid by the Borrower or any Subsidiary Borrower pursuant hereto) or otherwise.

“OID”:

is defined in Section 2.23.

“Optional Currency”:

at any time, Australian Dollars, Canadian Dollars, Euro, New Zealand Dollars, Pounds Sterling and such other currencies which are convertible

into Dollars and are freely traded and readily available and are approved by the Administrative Agent, each Issuing BankLender

requested to issue a Letter of Credit denominated in such currency and each Lender requested to make a Loan denominated in such currency

(in each case, such approval not to be unreasonably withheld).

“original currency”:

as defined in Section 10.13.

“Other Taxes”:

any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from

any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other

Loan Document, including any interest, additions to tax or penalties applicable thereto, but excluding, for the avoidance of doubt, any

Excluded Taxes.

“Overnight Bank

Funding Rate”: for any day, the rate comprised of both overnight federal funds and overnight Term Benchmark borrowings denominated

in Dollars by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set

forth on the NYFRB’s Website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank

funding rate.

“Overnight Rate”:

for any day, (a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to any amount denominated in an

Optional Currency, an overnight

rate determined by the Administrative Agent

or the Issuing Lenders, as the case may be, in accordance with banking industry rules on interbank compensation.

“Parent”:

each of ABG, Cendant Finance Holding Company LLC and any other direct or indirect parent of Holdings and the Borrower.

“Parent Expenses”:

(i) costs (including all professional fees and expenses) incurred by any Parent in connection with its reporting obligations under, or

in connection with compliance with, applicable laws or applicable rules of any applicable laws or applicable rules of any governmental,

regulatory or self-regulatory body or stock exchange, the Senior Unsecured Note Indenture, or any other agreement or instrument relating

to Indebtedness of the Borrower or any Subsidiary Guarantor, including in respect of any reports filed with respect to the Securities

Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the respective rules and regulations promulgated thereunder,

(ii) an aggregate amount not to exceed $5,000,000 in any fiscal year to permit any Parent to pay its corporate overhead expenses

incurred in the ordinary course of business, and to pay salaries or other compensation of employees who perform services for any Parent

or for such Parent and the Borrower, provided that ABG allocates such overhead among its Subsidiaries in conformity with clause

(vi) of this paragraph, (iii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership,

prosecution, protection and defense of its Intellectual Property and associated rights to the extent such Intellectual Property and associated

rights relate to the business or businesses of the Borrower or any Subsidiary, (iv) indemnification obligations of any Parent owing to

directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person, (v)

other operational and tax expenses of any Parent attributable to or incurred on behalf of Holdings, the Borrower and its Subsidiaries

in the ordinary course of business, including reimbursement obligations under the Letter of Credit Facilities and including obligations

in respect of director and officer insurance (including premiums therefor); provided, that all operational and tax expenses of

any Parent are deemed to be attributable to or incurred on behalf of the Borrower if the Borrower’s and its Subsidiaries’

activities represent substantially all of the operating activities of such Parent and all of its Subsidiaries and (vi) fees and expenses

incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (x) where the net proceeds of such offering are

intended to be received by or contributed or loaned to the Borrower or any Subsidiary Guarantor, or (y) in a prorated amount of such expenses

in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis

prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Borrower or the

relevant Subsidiary Guarantor out of the proceeds of such offering promptly if completed.

“Parent Guarantee”:

the Guarantee Agreement, dated as of August 2, 2013, between ABG and the Administrative Agent, as amended, modified or supplemented from

time to time.

“Participant”:

as defined in Section 10.6(c).

“Participant Register”:

as defined in Section 10.6(c)(i).

“Participating Member

State”: any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the

European Union relating to Economic and Monetary Union.

“Payment”:

as defined in Section 9.8.

“Payment Notice”:

as defined in Section 9.8.

“PBGC”:

the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Periodic Term CORRA

Determination Day”: as defined in the definition of “Term CORRA”.

“Permitted Acquisition”:

an acquisition or any series of related acquisitions of (a) all or substantially all of the assets or a majority of the outstanding Capital

Stock of any Person or (b) any division, line of business or other business unit of any Person (such Person or such division, line of

business or other business unit of such Person shall be referred to herein as the “Target”), in each case that is a

type of business (or assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to Section

7.13, so long as (i) after giving effect to such acquisition (including any financing therefor), no Default or Event of Default shall

then exist or would exist after giving effect thereto, (ii) if the purchase price is greater than $50,000,000, the Borrower shall demonstrate

to the reasonable satisfaction of the Administrative Agent (which calculations and information provided to the Administrative Agent shall

be made available to the Lenders) that, after giving effect to the acquisition on a pro forma basis, the Borrower is in compliance with

the financial covenant set forth in Section 7.1 as of the most recently ended fiscal quarter for which financial statements have been

delivered hereunder, (iii) the Borrower shall have taken such actions as are required of it under the terms of Section 6.9 with respect

to such acquisition and the Target, if it has not merged with any Loan Party (other than ABG), shall have taken such actions as are required

of it under the terms of Section 6.9 and (iv) to the extent that such acquisition is, in whole or in part, funded by the proceeds of any

Revolving Loans, such acquisition shall not be a “hostile” acquisition and shall have been approved by the board of directors

and/or shareholders of the applicable Loan Party (other than ABG) and the Target; provided that satisfaction of the conditions

set forth in clauses (i) and (ii) above may, at the option of the Borrower, be determined solely as of the date on which the definitive

agreement governing such acquisition is executed, calculated to give pro forma effect to such acquisition as if it had occurred on such

date of determination.

“Permitted Lien”:

any Lien permitted by Section 7.3.

“Permitted Refinancing”:

any Indebtedness or Capital Stock issued in exchange for, or for the purpose of applying the net proceeds thereof to extend, refinance,

renew, replace, defease or refund other Indebtedness; provided that:

(a) the principal amount (or accreted value, if applicable) of such Indebtedness does not exceed the principal

amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus

all accrued interest thereon and the amount of all fees, expenses and premiums incurred in connection therewith);

(b) such Indebtedness has a final maturity date later than the final maturity date of, and has a weighted

average life to maturity equal to or greater than the weighted average life to maturity of, the Indebtedness being extended, refinanced,

renewed, replaced, defeased or refunded; and

on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, the Borrower or any Foreign Issuer.

“Person”:

an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association,

joint venture, Governmental Authority or other entity of whatever nature.

“Plan”:

at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled

Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer”

as defined in Section 3(5) of ERISA.

“Plan Asset Regulations”

means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Pounds Sterling”

and “£”: the lawful money of the United Kingdom.

“Prepayment Amount”:

as defined in Section 2.11(d).

“Prepayment Date”:

as defined in Section 2.11(d).

“Pricing Grid”:

with respect to (i) Revolving Loans and Revolving Commitments, the table set forth in clause (a) or clause (b) below that, at such time,

would result in the lower Applicable Margin and Commitment Fee and (ii) the Tranche A Term Loans, the table set forth in clause (c) or

clause (d) below that, at such time, would result in the lower Applicable Margin:

(a)

Level

Specified

Rating

Applicable Margin

Term Benchmark Loans

Applicable Margin

ABR Loans

Applicable Margin RFR Loans

Applicable Margin CBRRFR Loans in Agreed Currencies other than Pounds Sterling

Applicable Margin CBR Loans in Pounds Sterling

Commitment Fee

Level I

≥ Ba2 from Moody’s and

≥ BB from S&P

1.75%

0.75%

1.7826%

1.75%

1.7826%

0.30%

Level II

≥ Ba3 and < Ba2 from Moody’s and

≥ BB- and < BB from S&P

2.00%

1.00%

2.0326%

2.00%

2.0326%

0.35%

Level III

< Ba3 from Moody’s or

< BB- from S&P

2.25%

1.25%

2.2826%

2.25%

2.2826%

0.40%

(b)

Level

Consolidated Secured Leverage Ratio

Applicable Margin

Term Benchmark Loans

Applicable Margin

ABR Loans

Applicable Margin RFR Loans

Applicable Margin CBRRFR Loans in Agreed Currencies other than Pounds Sterling

Applicable Margin CBR Loans in Pounds Sterling

Commitment Fee

Level I

≤ 1.00 to 1.00

1.75%

0.75%

1.7826%

1.75%

1.7826%

0.30%

Level II

> 1.00 to 1.00 and ≤ 2.00 to 1.00

2.00%

1.00%

2.0326%

2.00%

2.0326%

0.35%

Level III

> 2.00 to 1.00

2.25%

1.25%

2.2826%

2.25%

2.2826%

0.40%

(c)

Level

Specified

Rating

Applicable Margin

Adjusted Term SOFR Loans

Applicable Margin

ABR Loans

Level I

≥ Ba2 from Moody’s and

≥ BB from S&P

1.75%

0.75%

Level II

≥ Ba3 and < Ba2 from Moody’s and

≥ BB- and < BB from S&P

2.00%

1.00%

Level III

< Ba3 from Moody’s or

< BB- from S&P

2.25%

1.25%

(d)

Level

Consolidated Secured Leverage Ratio

Applicable Margin

Adjusted Term SOFR Loans

Applicable Margin

ABR Loans

Level I

≤ 1.00 to 1.00

1.75%

0.75%

Level II

> 1.00 to 1.00 and ≤ 2.00 to 1.00

2.00%

1.00%

Level III

> 2.00 to 1.00

2.25%

1.25%

In the event the Specified

Rating assigned by Moody’s is not equivalent to the Specified Rating assigned by S&P, the lower of the two Specified Ratings

shall determine the Applicable Margin and the Commitment Fee, as applicable, unless the Specified Ratings are two or more levels apart,

in which case the Applicable Margin and Commitment Fee, as applicable, shall be based on the Level applicable to the rating immediately

above the lower of the two Specified Ratings. In the event either Moody’s or S&P shall cease to assign a Specified Rating, then

the Applicable Margin and Commitment Fee with respect to Revolving Loans and Revolving Commitments shall be based on Level III. Any

change in the Applicable Margin and Commitment

Fee determined in accordance with any foregoing table that is based on Specified Ratings shall become effective on the second

Business Day following the date of announcement or publication by the Borrower or either rating agency of any change in the

Specified Ratings or, in the absence of such announcement or publication, on the effective date of such

change in the Specified Ratings.

Changes in the Applicable

Margin and Commitment Fee Rate determined in accordance with the foregoing table that is based on the Consolidated Secured Leverage Ratio

resulting from changes in the Consolidated Secured Leverage Ratio shall become effective on the date

(the “Adjustment Date”) on which financial statements aresecond

Business Day following the date on which the Compliance Certificate is delivered to the Lenders pursuant to Section 6.1(a)

or 6.2(b) (but

in any event not later than the 55th day after the end of each of the first

three quarterly periods of each fiscal year or the 100th day after the end of each

fiscal year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph.

If any financial statements referred to above arethe

Compliance Certificate is not delivered within the time periods specified abovein

Section 6.2(b), then, until such financial statements areCompliance

Certificate is delivered, the Consolidated Secured Leverage Ratio as at the end of the fiscal period that would have been covered

thereby shall for the purposes of this definition be deemed to be greater than 2.00 to 1.00. Each determination of the Consolidated Secured

Leverage Ratio pursuant to this pricing grid shall be made with respect to (or, in the case of clause (a) of the definition thereof, as

at the end of) the period of four consecutive fiscal quarters of the Company ending at the end of the period covered by the relevant financial

statementsCompliance Certificate.

“Prime Rate”:

the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal

ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release

H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar

rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by

the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced

or quoted as being effective.

“Properties”:

the facilities and properties owned, leased or operated by any Group Member.

“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-Sider”:

a Lender whose representatives may trade in securities of Holdings, the Borrower or any of their respective Subsidiaries while in possession

of the financial statements provided by the Borrower under the terms of this Agreement.

“Recourse Vehicle

Indebtedness”: Indebtedness (i) secured by, payable from or representing beneficial interests in Eligible Assets (including,

for the avoidance of doubt, buses) or (ii) that is unsecured, the proceeds of which are used, directly or indirectly, to purchase

Eligible Assets (including, for the avoidance of doubt, buses), which, in each case, provides for recourse to the Borrower or any Subsidiary

(other than a Securitization Entity); provided that Recourse Vehicle Indebtedness shall not include any Indebtedness of the Borrower

and Avis Budget Finance in respect of the Senior Unsecured Notes and any Permitted Refinancing thereof.

“Recourse Vehicle

Indebtedness Threshold Amount”: $1,800,000,000.

“Recovery Event”:

any settlement of or payment in a principal amount greater than $25,000,000 in respect of any property or casualty insurance claim or

any condemnation proceeding relating to any asset of any Loan Party (other than ABG).

“Reference Period”:

as defined in the definition of “Consolidated EBITDA”.

“Reference Time”:

with respect to any setting of the then-current Benchmark, (2) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the

day that is two Business Days preceding the date of such setting, (3) if such Benchmark is EURIBOR Rate, 11:00 a.m. Brussels time two

TARGET Days preceding the date of such setting, (4) if the RFR for such Benchmark is SONIA, then four Business Days prior to such setting,

(5) if following a Benchmark Transition Event and Benchmark Replacement Date with respect to Term CORRA, the RFR for such Benchmark is

Daily Simple CORRA, then four RFR Business Days prior to such setting, (6) if such Benchmark is the Adjusted Term CORRA Rate, 1:00 p.m.

Toronto local time on the day that is two Business Days preceding the date of such setting, or (7) if such Benchmark is none of the Term

SOFR Rate, the EURIBOR Rate, SONIA, Daily Simple CORRA or the Adjusted Term CORRA Rate, the time determined by the Administrative Agent

in its reasonable discretion.

“Refinancing Amendment”:

has the meaning given such term in Section 10.1(d).

“Refinancing Debt”:

Indebtedness (or commitments in respect thereof) incurred to refinance all of the outstanding Term Loans or Revolving Commitments having

a like maturity date, in each case on a dollar-for-dollar basis from time to time, in whole or part, in the form of one or more new term

facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing

Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities, collectively, “Refinancing

Facilities”) made available under this Agreement with the consent of the Borrower and the Administrative Agent (which consent

shall not be unreasonably withheld) and the lenders providing such financing (and no other lenders); provided that (A) in the case

of any refinancing of the Term Loans, any Refinancing Debt shall not mature prior to the maturity date of, or have a shorter weighted

average life than, the Term Loans being refinanced, (B) in the case of any refinancing of the commitments under theany

Revolving Facility, any Refinancing Debt shall not mature, and there shall be no scheduled commitment reductions or scheduled amortization

payments under any such Refinancing Debt, prior to the maturity date of the revolving commitments being refinanced, (C) the other terms

and conditions of such Refinancing Debt (excluding pricing, premium, maturity, scheduled amortization and optional prepayment or redemption

provisions) either (i) consistent with the terms of this Agreement or (ii) otherwise shall be customary market terms for indebtedness

of such type (provided that, in the case of this clause (ii), a certificate of a Responsible Officer delivered to the Administrative

Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the

material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined

in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions

satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees

with such determination (including a reasonable description of the basis upon which it disagrees)), (D) after giving effect to the incurrence

of Refinancing Debt (in the case of any Refinancing Debt in the form of a revolving credit facility, to the extent of any drawings to

be made thereunder on the date of effectiveness of the related commitments) and the application of the net proceeds therefrom, (x) no

Default or Event of Default shall have occurred and be continuing and (y) the Borrower shall be in pro forma compliance with Section 7.1,

(E) there shall be no additional direct or contingent obligors with respect to such Refinancing Debt that are not, or will not become,

Guarantors and (F) no Lender shall be obligated to provide any such Refinancing Debt.

“Refinancing Facilities”:

as defined in the definition of “Refinancing Debt”.

“Refinancing Revolving

Facility”: as defined in the definition of “Refinancing Debt”.

“Refinancing Term

Facility”: as defined in the definition of “Refinancing Debt”.

“Refunded Swingline

Loans”: as defined in Section 2.7.

“Register”:

as defined in Section 10.6(b).

“Regulated Subsidiary”:

any insurance subsidiary (if it becomes a Subsidiary through any Specified Transaction).

“Regulation S-X”:

Regulation S-X, promulgated pursuant to the Securities Act of 1933, as such Regulation is in effect on the date hereof.

“Regulation U”:

Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”:

the obligation of the Borrower or relevant Subsidiary Borrower to reimburse an Issuing Lender pursuant to Section 3.5 for amounts drawn

under Letters of Credit.

“Reinvestment Deferred

Amount”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Loan Party (other than ABG)

in connection therewith that are not applied to prepay the Tranche B Term Loans, the Tranche C Term Loans and the Tranche A Term Loans,

or reduce the Revolving Commitments pursuant to Section 2.11(b) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event”:

any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice”:

a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Borrower

(directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset

Sale or Recovery Event to (a) acquire or repair assets useful in its business or (b) make acquisitions permitted under Section 7.7.

“Reinvestment Prepayment

Amount”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended

prior to the relevant Reinvestment Prepayment Date to acquire or repair assets useful in the Borrower’s business or to make acquisitions

permitted under Section 7.7.

“Reinvestment Prepayment

Date”: with respect to any Reinvestment Event, the earlier of (a) the date occurring twelve months after such Reinvestment Event

and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair assets useful

in the Borrower’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“Related Eligible

Assets”: Eligible Assets that secure or are the direct or indirect source of payment for AESOP Indebtedness, Centre Point Indebtedness,

Securitization Indebtedness, Recourse Vehicle Indebtedness or Additional Foreign Vehicle Indebtedness.

“Related

Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees,

agents and advisors of such Person and such Person’s Affiliates.

“Related Taxes”:

any and all Taxes required to be paid by the Borrower or any Parent other than Taxes directly attributable to (i) the income of any entity

other than any Parent, Holdings, the Borrower or any of its Subsidiaries, (ii) owning the Capital Stock of any corporation or other entity

other than any Parent, Holdings, the Borrower or any of its Subsidiaries or (iii) withholding taxes on payments actually made by any Parent

other than to any other Parent, Holdings, the Borrower or any of its Subsidiaries.

“Relevant Governmental

Body”: (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or

the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board

and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated

in Pounds Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor

thereto, (iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee

officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, and (iv) with respect to a Benchmark

Replacement in respect of Loans denominated in any other currency, (a) the central bank for the currency in which such Benchmark Replacement

is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2)

the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central

bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible

for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central

banks or other supervisors or (4) the Financial Stability Board or any part thereof.

“Relevant Rate”:

(i) with respect to any Term Benchmark Borrowing under theany

Revolving Facility (w) denominated in Dollars, the Adjusted Term SOFR Rate, (x) denominated in Australian Dollars or New Zealand Dollars,

the Eurocurrency Base Rate, (y) denominated in Euros, the EURIBOR Rate or (z) denominated in Canadian Dollars, the Adjusted Term CORRA

Rate, (ii) with respect to any Term Benchmark Borrowing under the Tranche B Term Facility, the Tranche C Term Facility or the Tranche

A Term Facility denominated in Dollars, the Adjusted Term SOFR Rate, (iii) with respect to any RFR Borrowing (x) denominated in Pounds

Sterling, the Daily Simple RFR or (y) denominated in Canadian Dollars, the Adjusted Daily Simple RFR.

“Relevant Screen

Rate”: (i) with respect to any Term Benchmark Borrowing under theany

Revolving Facility, the Tranche B Term Facility, the Tranche C Term Facility or the Tranche A Term Facility in each case denominated in

Dollars, the Term SOFR Reference Rate, (ii) with respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate,

(iii) with respect to any Term Benchmark Borrowing denominated in Australian Dollars, the AUD Screen Rate, (iv) with respect to any Term

Benchmark Borrowing denominated in Canadian Dollars, Term CORRA and (v) with respect to any Term Benchmark Borrowing denominated in New

Zealand Dollars, the BKBM Screen Rate.

“Replaced Term Loan”:

as defined in Section 10.1(b).

“Replacement Term

Loan”: as defined in Section 10.1(b).

“Reportable Event”:

any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under

subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“Required Lenders”:

at any time, the holders of more than 50% of the sum of (i) the aggregate unpaid principal amount of the Tranche B Term Loans then outstanding,

(ii) the aggregate unpaid principal amount of the Tranche C Term Loans then outstanding, (iii) the aggregate unpaid principal amount of

the Tranche A Term Loans then outstanding and (iv) the Total Revolving Commitments then in effect or, if the Revolving Commitments have

been terminated, the Total Revolving Extensions of Credit then outstanding.

“Requirements of

Law”: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such

Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court of competent jurisdiction or other Governmental

Authority, in each case applicable to and binding upon such Person and any of its property, and to which such Person and any of its property

is subject.

“Resolution Authority”:

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

“Responsible Officer”:

the chief executive officer, president, chief accounting officer, chief financial officer, treasurer or assistant treasurer of the Borrower.

“Restatement Effective

Date”: the date on which the conditions specified in Section 5.1 are satisfied (or waived in accordance with Section 10.1).

“Restricted Payments”:

as defined in Section 7.6.

“Revaluation Date”

shall mean (a) with respect to any Loan denominated in any Optional Currency, each of the following: (i) the date of the Borrowing of

such Loan and (ii) with respect to any Term Benchmark Loan, each date of a conversion into or continuation of such Loan pursuant to the

terms of this Agreement; (b) with respect to any Letter of Credit denominated in an Optional Currency, each of the following: (i) the

date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment

of such Letter of Credit that has the effect of increasing the face amount thereof; and (c) any additional date as the Administrative

Agent may determine at any time when an Event of Default exists.

“Revolving Commitment”:

as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in

Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading

“Totalthe

2028 Revolving Commitment” opposite such Lender’s name on Schedule 1.1A (as

amended, supplemented or otherwise modified from time to time) or in the Assignment and Assumption pursuant to which such Lender became

a party hereto, as the same may be changed from time to time pursuant to the terms hereof. and

the 2031 Revolving Commitment, as the context may require, and “Revolving Commitments” means, collectively, the 2028 Revolving

Commitments and the 2031 Revolving Commitments.

“Revolving Commitment

Period”: the period from and including the Restatement

Effective Date to the2028

Revolving Termination DateCommitment

Period and the 2031 Revolving Commitment Period, as the context may require.

“Revolving Extensions

of Credit”: as to any Revolving Lender at any time, an amount equal to the sum of (a) the

Dollar Equivalent of the aggregate principal amount of all Revolving Loans held by such Lender then outstanding,

(b) the Dollar Equivalent of such Lender’s Revolving Percentage of the L/C Obligations then outstanding

and (c) such Lender’s Swingline Exposure.the 2028

Revolving Extensions of Credit and the 2031 Revolving Extensions of Credit, as the context may require.

“Revolving

Facilities”: collectively, the 2028 Revolving Facility and the 2031 Revolving Facility, and each, a “Revolving

Facility”: as defined in the definition

of “Facility”.

“Revolving Lender”:

each Lender that has a Revolving Commitment or that holds Revolving

Loans.the 2028 Revolving Lenders and the 2031 Revolving

Lenders, as the context may require, and “Revolving Lenders” means, collectively, the 2028 Revolving Lenders and the 2031

Revolving Lenders.

“Revolving Loans”:

as defined in Section 2.4(a)the

2028 Revolving Loans and the 2031 Revolving Loans, as the context may require.

“Revolving Percentage”:

as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment

then constitutes of the Total Revolving Commitments or, at any time after the Revolving

Commitments shall have expired or terminated, the percentage which the aggregate principal amount of

such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding,

provided, that, in the event that the Revolving

Loans are paid in full prior to the reduction to zero of the Total Revolving Extensions of Credit, the

Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall

be held by the Revolving Lenders on a comparable basis.the

2028 Revolving Percentage and the 2031 Revolving Percentage, as the context may require.

“Revolving Termination

Date”: the earlier of (i) December 27, 2028

and (ii) if more than $300,000,000 in the aggregate of any Term Loans or Senior Unsecured Notes remain

outstanding on the date that is 91 days prior to the date of the respective maturity date of the Term Loans or Senior Unsecured Notes,

the date that is 91 days prior to the maturity date of the Term Loans or Senior Unsecured Notes, as applicable, or, in each case, if such

date is not a Business Day, the immediately preceding Business Day.(a)

with respect to the 2028 Revolving Facility, the 2028 Revolving

Termination Date and (b) with respect to the 2031 Revolving Facility, the 2031 Revolving Termination Date.

“RFR”:

for any RFR Loan denominated in (a) Pounds Sterling, SONIA, (b) Dollars, Daily Simple SOFR and (c) Canadian Dollars, Daily Simple CORRA.

“RFR Borrowing”:

as to any Borrowing, the RFR Loans comprising such Borrowing.

“RFR Business Day”:

for any Loan denominated in (a) Pounds Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are

closed for general business in London, (b) Dollars, a U.S. Government Securities Business Day and (c) Canadian Dollars, any day except

for (i) a Saturday, (ii) a Sunday or (iii) a day on which commercial banks in Toronto are authorized or required by law to remain closed.

“RFR Interest Day”

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

“RFR Loan”:

a Loan that bears interest at a rate based on Daily Simple RFR or Adjusted Daily Simple RFR, as applicable.

“S&P”:

Standard & Poor’s Financial Services LLC.

“Sanctions”:

all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,

including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of

State, or (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of

the United Kingdom or other relevant sanctions authority.

“Sanctioned Country”:

at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of the SeventhEleventh

Amendment, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine,

Cuba, Iran, and

North Korea and Syria).

“Sanctioned Person”:

at any time, any Person subject or target of any Sanctions, including

(a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control

of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union, any

European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person

operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described

in the foregoing clauses (a) or (b) (including without limitation for

purposes defining a Sanctioned Person, as ownership and control may be defined and/or established in and/or by any applicable laws, rules,

regulations, or orders).

“Sanctions”:

all economic or financial sanctions or trade embargoes or similar

restrictions imposed, administered or enforced from time to

time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury

or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, His

Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“SEC”:

the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Second Amendment”:

the Second Amendment, dated as of the Second Amendment Effective Date, to the Fifth Amended and Restated Credit Agreement.

“Second Amendment

Effective Date”: the “Second Amendment Effective Date”, as defined in the Second Amendment, which date is April

27, 2020.

“Second Lien Intercreditor

Agreement”: a second lien intercreditor agreement entered into after the date hereof, in form and substance reasonably acceptable

to the Borrower and the Administrative Agent.

“Securitization

Entity”: any Subsidiary or other Person (a) engaged solely in the business of effecting asset securitization transactions and

related activities or (b) whose primary purpose is to hold title or ownership interests in Eligible Assets, it being understood that each

Canadian Securitization Entity, each European Securitization Entity and each Australian Securitization Entity shall be deemed to be a

Securitization Entity.

“Securitization

Indebtedness”: Indebtedness incurred by or attributable to a Securitization Entity that does not permit or provide for recourse

(other than Standard Securitization Undertakings) to the Borrower or any Subsidiary of the Borrower (other than a Securitization Entity

or a Foreign Subsidiary organized under the laws of Canada) or any property or asset of the Borrower or any Subsidiary of the Borrower

(other than the property or assets of, or any equity interests or other securities issued by, a Securitization Entity or a Foreign Subsidiary

organized under the laws of Canada).

“Security Documents”:

the collective reference to the Guarantee and Collateral Agreement, the Mortgages, the First Lien Intercreditor Agreement (if any), the

Second Lien Intercreditor Agreement (if any) and any other intercreditor agreement entered into in connection herewith and all other security

documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and

liabilities of any Loan Party (other than ABG) under any Loan Document.

“Senior Unsecured

Note Indenture”: each of the Indentures entered into by the Borrower and Avis Budget Finance in connection with the issuance

of the Senior Unsecured Notes, together with all instruments and other agreements entered into by the Borrower, Avis Budget Finance, any

Foreign Issuer and any other Subsidiary of the Borrower in connection therewith.

“Senior Unsecured

Notes”: (i) the 4.125% senior notes of the Borrower and Avis Budget Finance due 2024, (ii) the 5.25% senior notes of the Borrower

and Avis Budget Finance due 2025, (iii) the 4.50% senior notes of the Borrower and Avis Budget Finance due 2025, (iv) the 4.750% senior

notes of the Borrower and Avis Budget Finance due 2026, (v) the 5.75% senior notes of the Borrower and Avis Budget Finance due 2027, (vi)

the 5.375% senior notes of the Borrower and Avis Budget Finance due 2029 and (vii) the 4.75% senior notes of the Borrower and Avis Budget

Finance due 2028.

“Separation Agreement”:

as described on Schedule 1.1D.

“Significant Subsidiary”:

any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X.

“Single Employer

Plan”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“Sixth Amendment”:

the Sixth Amendment, dated as of the Sixth Amendment Effective Date, to this Agreement.

“Sixth Amendment

Effective Date”: the “Sixth Amendment Effective Date”, as defined in the Sixth Amendment, which date is December

8, 2023.

“Seventh Amendment”:

the Seventh Amendment, dated as of the Seventh Amendment Effective Date, to this Agreement.

“Seventh Amendment

Effective Date”: the “Seventh Amendment Effective Date”, as defined in the Seventh Amendment, which date is December

27, 2023.

“SOFR”:

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

“SOFR Administrator”:

the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s

Website”: the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight

financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination

Date”: as specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day”:

as specified in the definition of “Daily Simple SOFR”.

“SONIA”:

with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the

SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.

“SONIA Administrator”:

the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s

Website”: the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the

Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“Specified Cash

Management Agreement”: any agreement providing for treasury, depositary or cash management services, including in connection

with any automated clearing house transfers of funds or any similar transactions between the Borrower or any of its Subsidiaries and any

Lender or affiliate thereof or any Agent or affiliate thereof, which has been designated by such Lender and the Borrower, by notice to

the Administrative Agent, as a “Specified Cash Management Agreement”.

“Specified Ratings”:

the corporate credit rating assigned by Moody’s and the corporate issuer rating assigned by S&P, in each case, with respect

to the Borrower. In the event that either Moody’s or S&P places the Borrower’s corporate credit rating on “Watchlist”

for a possible downgrade in the case of Moody’s or the Borrowers’ corporate issuer rating on “CreditWatch” with

negative implications in the case of S&P (or, in each case, any successor, replacement or analogous list) the Specified Rating from

such rating agency shall be the next lower rating below the then corporate credit rating or the corporate issuer rating, as the case may

be, of the Borrower assigned by such rating agency.

“Specified Swap

Agreement”: any Swap Agreement entered into by the Borrower or any of its Subsidiaries and any counterparty that at the time

such Swap Agreement was entered into was an Agent, Lender or affiliate thereof, to hedge or mitigate its risk with respect to interest

rates, currency exchange rates or commodity prices, including, without limitation, Swap Agreements entered into by such parties with respect

to AESOP Indebtedness, Centre Point Indebtedness, Recourse Vehicle Indebtedness, Securitization Indebtedness or Additional Foreign Vehicle

Indebtedness.

“Specified Transaction”:

the Avis Europe Acquisition and any Permitted Acquisition.

“Standard Securitization

Undertakings”: representations, warranties (and any related repurchase obligations), servicer obligations, guarantees, covenants

and indemnities entered into by the Borrower or any Subsidiary of the Borrower of a type that are reasonably customary in securitizations.

“Statutory Reserve

Rate”: a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number

one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed

as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the Eurocurrency Rate

or Adjusted EURIBOR Rate, as applicable, for eurocurrency funding

(currently referred to as “Eurocurrency

liabilities” in Regulation D) or any other reserve ratio or analogous requirement of any central banking or financial regulatory

authority imposed in respect of the maintenance of the Commitments or the funding of the Loans. Such reserve percentage shall include

those imposed pursuant to Regulation D. Term Benchmark Loans shall be deemed to constitute eurocurrency funding and to be subject to such

reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any

Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective

date of any change in any reserve percentage.

“Subsidiary”:

(a) with respect to any Person, any corporation, association, joint venture, partnership, limited liability company or other business

entity (whether now existing or hereafter organized) of which at least a majority of the voting stock or other ownership interests having

ordinary voting power for the election of directors (or the equivalent) is, at the time as of which any determination is being made, 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

or (b) any partnership where more than 50% of the general partners of such partnership are owned or controlled, directly or indirectly,

by (i) such Person and/or (ii) one or more Subsidiaries of such Person. Unless otherwise qualified, all references to a “Subsidiary”

or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower; provided, that,

at Borrower’s election, any Person in which an investment is made pursuant to Section 7.7(p) shall, so long as such investment is

maintained in reliance on such Section, not be a “Subsidiary” of the Borrower for any purpose of this Agreement (other than

Section 6.1) (each such Person referred to in this proviso being an “Excluded Person”); provided, further, that

Borrower may elect to designate any Excluded Person as a “Subsidiary” at any time, upon which such Excluded Person shall be

a “Subsidiary” for all purposes of this Agreement and be required to comply with all requirements applicable to such Subsidiary

herein.

“Subsidiary Borrower”:

any Subsidiary of the Borrower that becomes a party hereto pursuant to Section 10.1(c)(i) until such time as such Subsidiary Borrower

is removed as a party hereto pursuant to Section 10.1(c)(ii).

“Subsidiary Guarantor”:

each Wholly-Owned Subsidiary of the Borrower other than any Foreign Subsidiary, Excluded Subsidiary or Securitization Entity.

“Successor Company”:

as defined in Section 7.4(e).

“Supply

Chain Finance Program” means the receivables financing, payables financing, supplier finance, reverse factoring and/or similar program(s)

established or sponsored by Borrower and documented under one or more Supply Chain Finance Documents with one or more Supply

Chain Finance Providers, pursuant to which (a) suppliers of Borrower may elect to sell, assign or otherwise transfer receivables

owing by Borrower to a Supply Chain Finance Provider or (b) a Supply Chain Finance Provider may make advances,

purchases, or other payments in respect of invoices, receivables, or payables, in each case on terms approved by Borrower.

“Supply

Chain Finance Documents” means each agreement, instrument, or undertaking entered into by Borrower and/or any Subsidiary in

connection with any Supply Chain Finance Program, including any master purchase agreement, receivables purchase agreement, participation

agreement, payment undertaking, approval platform terms, servicing agreement, fee letter, account bank agreement, control agreement, side

letter, and any amendment, restatement, supplement, joinder, or replacement thereof.

“Supply

Chain Finance Provider” means any bank, financial institution, fund, special purpose vehicle, platform provider, or other Person

(and any of its successors or assigns) that (a) purchases, takes an assignment of, participates in, or funds receivables or payables under

a Supply Chain Finance Program or (b) provides any advance, reimbursement, or other funding under a Supply Chain Finance

Program.

“Supply

Chain Finance Agent” means Administrative Agent, or such other agent designated in writing by Administrative Agent and Borrower to

act as agent for the Supply Chain Finance Providers for purposes of receiving the benefit of the Liens under the Security Documents

and related enforcement, in each case on terms reasonably acceptable to Administrative Agent.

“Supply

Chain Finance Obligations” means all obligations, liabilities and Indebtedness (if any) of Borrower and each other Loan

Party arising under or in connection with any Supply Chain Finance Documents, whether now existing or hereafter arising, including

(a) all payment obligations in respect of invoices, payables, or receivables approved or otherwise designated under a Supply Chain

Finance Program, (b) all reimbursement obligations, fees, yield, discount, interest (including post-petition interest), penalties, breakage

amounts, indemnities, increased cost amounts, and expense reimbursements, (c) all obligations in respect of any purchase price adjustment,

repurchase, dilution, dispute, warranty or representation breach, and (d) all obligations to pay amounts due upon termination of any Supply

Chain Finance Program.

“Supply

Chain Finance Exposure” means, at any time, the aggregate outstanding amount of obligations of Borrower and its Subsidiaries

then owing or accrued under the Supply Chain Finance Obligations, as determined in accordance with the applicable Supply Chain

Finance Documents; provided that, if such amount is not readily determinable, Supply Chain Finance Exposure shall be determined

on a basis reasonably acceptable to Administrative Agent.

“Swap Agreement”:

any agreement with respect to any swap, forward, future or derivative or

insurance transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies,

commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or

pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar

plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of

the Borrower or any of its Subsidiaries shall be a “Swap Agreement”.

“Swingline Commitment”:

as to any Lender (i) the amount set forth opposite such Lender’s name on Schedule 1.1A hereof under the heading “Swingline

Commitment” or (ii) if such lender has entered into an Assignment and Assumption, the amount set forth for such lender as its Swingline

Commitment in the Register maintained by the Administrative Agent pursuant to Section 10.6(b)(iv).

“Swingline Exposure”:

at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any

time shall be the sum of (a) its 2031 Revolving Percentage

of the total Swingline Exposure at such time related to Swingline Loans other than any Swingline Loans made by such Lender in its capacity

as a Swingline Lender and (b) if such Lender shall be a Swingline Lender, the aggregate principal amount of all Swingline Loans made by

such Lender outstanding at such time (to the extent that the other Lenders shall not have funded their participations in such Swingline

Loans).

“Swingline Lender”:

JPMorgan Chase Bank in its capacity as a lender of Swingline Loans.

“Swingline Loans”:

as defined in Section 2.6.

“Swingline Participation

Amount”: as defined in Section 2.7.

“Target”:

as defined in the definition of “Permitted Acquisition”.

“TARGET2”:

the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which

was launched on November 19, 2007.

“TARGET Day”:

any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the

Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Tax Sharing Agreement”:

as described on Schedule 1.1E.

“Taxes”:

any taxes, charges or assessments, including but not limited to income, sales, use, transfer, rental, ad valorem, value-added, stamp,

property consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar tax, charges or

assessments, and including any interest, additions to tax or penalties applicable thereto.

“Tenth Amendment”:

the Tenth Amendment, dated as of the Tenth Amendment Effective Date, to this Agreement.

“Tenth Amendment

Effective Date”: the “Tenth Amendment Effective Date”, as defined in the Tenth Amendment, which date is July 16,

2025.

“Term Benchmark”:

when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest

at a rate determined by reference to the Adjusted Term SOFR Rate, the Eurocurrency Rate, the Adjusted EURIBOR Rate or the Adjusted Term

CORRA Rate.

“Term CORRA”:

for any calculation with respect to any Term Benchmark Borrowing denominated in Canadian Dollars, the Term CORRA Reference Rate for a

tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination Day”)

that is two Business Days prior to the first day of such Interest Period, as such rate is published by the Term CORRA Administrator; provided,

however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable

tenor has not been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to the Term CORRA Reference

Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator

on the first preceding Business Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator

so long as such first preceding Business Day is not more than five Business Days prior to such Periodic Term CORRA Determination Day.

“Term CORRA Administrator”:

Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator.

“Term CORRA Notice”:

a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term CORRA Reelection Event.

“Term CORRA Reelection

Event”: the determination by the Administrative Agent that (a) Term CORRA has been recommended for use by the Relevant Governmental

Body, (b) the administration of Term CORRA is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event,

has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.16(a) that is not Term CORRA.

“Term CORRA Reference

Rate”: the forward-looking term rate based on CORRA.

“Term Lenders”:

the Tranche B Term Lenders, the Tranche C Term Lenders and the Tranche A Term Lenders.

“Term Loans”:

the Tranche B Term Loans, the Tranche C Term Loans and the Tranche A Term Loans.

“Term

SOFR”: with respect to the Revolving Facility,

for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been

selected or recommended by the Relevant Governmental Body.

“Term SOFR Determination

Day”: as specified under the definition of Term SOFR Reference Rate.

“Term SOFR Rate”:

with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the

Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement

of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference

Rate”: for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark

Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the

Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination

Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and

a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR

Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business

Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business

Day is not more than five Business Days prior to such Term SOFR Determination Day.

“Third Restatement

Effective Date”: October 3, 2014.

“Total Revolving

Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect.

“Total Revolving

Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding

at such time.

“Tranche A Term

Commitment”: as to any Lender, the “Tranche A Term Commitment” of such Lender, as such term is defined in the Ninth

Amendment. The aggregate amount of the Tranche A Term Commitments as of the Ninth Amendment Effective Date is $500,000,000.

“Tranche A Term

Facility” as defined in the definition of “Facility”.

“Tranche A Term

Lenders”: each Lender that has a Tranche A Term Commitment or holds a Tranche A Term Loan.

“Tranche A Term

Loan”: a Loan made pursuant to a Tranche A Term Commitment.

“Tranche A Term

Loan Maturity Date”: December 15, 2025.

“Tranche B Term

Commitment”: as to any Lender, the “New Tranche B Term Commitment” of such Lender, as such term is defined in the

Tenth Amendment. The aggregate amount of the Tranche B Term Commitments as of the Tenth Amendment Effective Date is $1,148,864,850.

“Tranche B Term

Facility” as defined in the definition of “Facility”.

“Tranche B Term

Lenders”: each Lender that has a Tranche B Term Commitment or holds a Tranche B Term Loan.

“Tranche B Term

Loan”: a Loan made pursuant to a Tranche B Term Commitment.

“Tranche B Term

Loan Maturity Date”: the earlier of (i) seven years from the Tenth Amendment Effective Date and (ii) to the extent more than

$100,000,000 of Early Maturity Trigger Indebtedness is then outstanding, the date that is 90 days prior to the earliest maturity date

applicable to such Early Maturity Trigger Indebtedness.

“Tranche C Term

Commitment”: as to any Lender, the “Tranche C Term Commitment” of such Lender, as such term is defined in the Sixth

Amendment. The aggregate amount of the Tranche C Term Commitments as of the Sixth Amendment Effective Date is $538,750,000.

“Tranche C Term

Facility” as defined in the definition of “Facility”.

“Tranche C Term

Lenders”: each Lender that has a Tranche C Term Commitment or holds a Tranche C Term Loan.

“Tranche C Term

Loan”: a Loan made pursuant to a Tranche C Term Commitment.

“Tranche C Term

Loan Maturity Date”: the earlier of (i) March 16, 2029 and (ii) to the extent more than $100,000,000 of Early Maturity Trigger

Indebtedness is then outstanding, the date that is 90 days prior to the earliest maturity date applicable to such Early Maturity Trigger

Indebtedness.

“Transferee”:

any Assignee or Participant.

“Type”:

as to any Loan, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference

to the Adjusted Term SOFR Rate, the Eurocurrency Rate, the Adjusted EURIBOR Rate, the Alternate Base Rate, the Daily Simple RFR, the Adjusted

Daily Simple RFR or the Adjusted Term CORRA Rate.

“UCP”:

with respect to any Letter of Credit, the “Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce

(“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“UK Financial Institution”:

any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom

Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated

by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates

of such credit institutions or investment firms.

“UK Resolution Authority”:

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.

“United States”:

the United States of America.

“Unreimbursed Amounts”:

as defined in Section 3.4(a).

“U.S. Government

Securities Business Day”: any day except for (i) a Saturday, (ii) a Sunday or (iii) 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.

“Virginia Beach

Parcel”: that certain real property located at 300 Centre Pointe Drive, Virginia Beach, VA, 23462-4415.

“Wholly Owned Subsidiary”:

as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is

owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Withholding Agent”:

any Loan Party and the Administrative Agent.

“Write-Down and

Conversion Powers”: (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.

“WTH Funding LP”:

WTH Funding Limited Partnership, an Ontario limited partnership, and any successor special purpose entity formed for the purpose of engaging

in vehicle financings in Canada.

1.2 Other

Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall

have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto

or thereto.

(b) As

used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, all terms

of an accounting or financial nature relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section

1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, as in effect from time to time; provided

that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial

computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159

(or any other Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of any Group Member

at “fair value”, as defined therein; provided, further, that if the Borrower notifies the Administrative Agent that

the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP

or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required

Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after

the change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied

immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance

herewith. Notwithstanding anything to the contrary herein, any obligations of a Person under a lease (whether existing now or entered

into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease on a balance sheet of

such Person under GAAP as in effect on the Restatement Effective Date shall not be treated as capital lease solely as a result of (x)

the adoption of changes in or (y) changes in the application of GAAP after the Restatement Effective Date. In the event that the Borrower

elects to prepare its financial statements in accordance with IFRS and such election results in a change in the method of calculation

of financial covenants, standards or terms (collectively, the “Accounting Changes”) in this Agreement, the Borrower

and the Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement (including

the levels applicable herein to any computation of the Consolidated Leverage Ratio, the Consolidated First Lien Leverage Ratio or the

Consolidated Secured Leverage Ratio) so as to reflect equitably the Accounting Changes with the desired result that the criteria for evaluating

the Borrower’s financial condition shall be substantially the same after such change as if such change had not been made. Until

such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders,

all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed in accordance with GAAP (as

determined in good faith by a Responsible Officer of the Borrower) (it being agreed that the reconciliation between GAAP and IFRS used

in such determination shall be made available to Lenders) as if such change had not occurred.

used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) the

words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without

limitation”, (ii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect

of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iii) the words

“asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible

and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract

rights, and (iv) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such

agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.

(d) 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, and Section, Schedule and Exhibit references

are to this Agreement unless otherwise specified.

(e) The

meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

1.3 Interest

Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars or an Optional Currency may be derived from an interest

rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a

Benchmark Transition Event or a Term CORRA Reelection Event, Section 2.16(b) provides a mechanism for determining an alternative rate

of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect

to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect

to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics

of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence

of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance

or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the

calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement)

and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information

sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates

referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the 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.

1.4 Letter

of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated

amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that,

by its terms or the terms of any Application related thereto, provides for one or more automatic increases in the stated amount thereof,

the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all

such increases, whether or not such maximum stated amount is in effect at such times.

1.5 Limited

Condition Acquisitions. In connection with the incurrence of any Indebtedness or Liens or the making of any Investments, Restricted

Payments, restricted prepayments of Indebtedness, Dispositions or fundamental changes, in each case, in connection with a Limited Condition

Acquisition (any of the foregoing, an “LCA Action” and collectively, the “LCA Actions”), for purposes

of determining compliance with any provision of this Agreement (other than Section 5.2(b)) which requires that no Default or Event of

Default has occurred, is continuing or would result from any such LCA Action, as applicable, such condition shall, at the option of the

Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA

Election”), be deemed satisfied, so long as no Default or Event of Default exists on the date the definitive agreements for

such Limited Condition Acquisition are entered into (the “LCA Test Date”). For the avoidance of doubt, if the Borrower

has exercised the LCA Election, and any Default or Event of Default occurs following the LCA Test Date and prior to the consummation of

such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes

of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.

(a) In

connection with the incurrence of any LCA Action, for purposes of:

(i) determining

compliance with any provision of this Agreement which requires the calculation of the Consolidated Leverage Ratio, the Consolidated Secured

Leverage Ratio, the Consolidated First Lien Leverage Ratio or the Consolidated Coverage Ratio; or

(ii) testing

availability under baskets set forth in this Agreement (including any baskets based on a percentage of Consolidated EBITDA);

in each case, upon the LCA Election, the date

of determination of whether any such action is permitted hereunder, shall be the LCA Test Date, and if, after giving effect to the Limited

Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness

and the use of proceeds thereof) on a pro forma basis as if they had occurred at the beginning of the most recent four consecutive fiscal

quarter period being used to calculate such financial ratio or basket ending prior to the LCA Test Date for which consolidated financial

statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such

ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made

an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as

a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person

subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or

ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited

Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence

of any Indebtedness or Liens or the making of any Investments, Restricted Payments, restricted prepayments of Indebtedness, Dispositions

or fundamental changes, in each case, on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited

Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without

consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited

Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds

thereof) have been consummated. Consolidated Net Income (and any other financial defined term derived therefrom) shall not include any

Consolidated Net Income of or attributable to the target Person or assets associated with any such Limited Condition Acquisition for usages

other than in connection with the applicable transaction pertaining to such Limited Condition Acquisition unless and until the closing

of such Limited Condition Acquisition shall have actually occurred.

1.6 Divisions.

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event

under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right,

obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent

Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first

date of its existence by the holders of its Capital Stock at such time.

1.7 Exchange

Rates; Currency Equivalents.

(a) The Administrative Agent or the Issuing Lender, as applicable, shall determine

the Dollar Equivalent amounts of Term Benchmark Borrowings or Letter of Credit extensions denominated in Optional Currencies. Such Dollar

Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation

Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder

or except as otherwise provided herein, the applicable amount of any

Agreed Currency (other than Dollars) for purposes

of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the Issuing BankLender,

as applicable.

(b) Wherever

in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or an RFR Loan or the

issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars,

but such Borrowing, Loan or Letter of Credit is denominated in an Optional Currency, such amount shall be the Dollar Equivalent of such

amount (rounded to the nearest unit of such Optional Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative

Agent or the Issuing Lender, as the case may be.

SECTION

2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Term

Commitments.

(a) Subject

to the terms and conditions hereof, each Tranche B Term Lender severally agrees to, subject to the terms and conditions set forth in the

Tenth Amendment, make a Tranche B Term Loan in Dollars to the Borrower on the Tenth Amendment Effective Date, in an amount not to exceed

the amount of the Tranche B Term Commitment of such Lender. The Tranche B Term Loans may from time to time be Adjusted Term SOFR Loans

or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12.

(b)

Subject to the terms and conditions hereof, each Initial Tranche C Term Lender severally agrees to, subject to the terms and conditions

set forth in the Sixth Amendment, make a Tranche C Term Loan in Dollars to the Borrower on the Sixth Amendment Effective Date, in an amount

not to exceed the amount of the Tranche C Term Commitment of such Lender. The Tranche C Term Loans may from time to time be Adjusted Term

SOFR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12.

to the terms and conditions hereof, each Tranche A Term Lender severally agrees to, subject to the terms and conditions set forth in the

Ninth Amendment, make a Tranche A Term Loan in Dollars to the Borrower on the Ninth Amendment Effective Date, in an amount not to exceed

the amount of the Tranche A Term Commitment of such Lender. The Tranche A Term Loans may from time to time be Adjusted Term SOFR Loans

or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12.

2.2 Procedure

for Term Loan Borrowing.

(a) The

Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to (i)

12:00 Noon, New York City time, one Business Day prior to the anticipated Tenth Amendment Effective Date, in the case of Adjusted Term

SOFR Loans, or (ii) 10:00 A.M., New York City time, on the day of the anticipated Tenth Amendment Effective Date in the case of ABR Loans)

requesting that the Tranche B Term Lenders make the Tranche B Term Loans pursuant to the Tranche B Term Commitments on the Tenth Amendment

Effective Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each

applicable Tranche B Term Lender thereof. Subject to the terms and conditions set forth in the Tenth Amendment, not later than 12:00 Noon,

New York City time, on the Tenth Amendment Effective Date, each applicable Tranche B Term Lender shall make available to the Administrative

Agent at the Funding Office an amount in immediately available funds equal to the Tranche B Term Loan or Tranche B Term Loans to be made

by such Lender pursuant to its Tranche B Term Commitment. The

Administrative Agent shall credit the account

of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative

Agent by the Tranche B Term Lenders in immediately available funds.

(b) The

Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to (i)

12:00 Noon, New York City time, one Business Day prior to the anticipated Sixth Amendment Effective Date, in the case of Adjusted Term

SOFR Loans, or (ii) 10:00 A.M., New York City time, on the day of the anticipated Sixth Amendment Effective Date in the case of ABR Loans)

requesting that the Tranche C Term Lenders make the Tranche C Term Loans pursuant to the Tranche C Term Commitments on the Sixth Amendment

Effective Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each

applicable Tranche C Term Lender thereof. Subject to the terms and conditions set forth in the Sixth Amendment, not later than 12:00 Noon,

New York City time, on the Sixth Amendment Effective Date, each applicable Tranche C Term Lender shall make available to the Administrative

Agent at the Funding Office an amount in immediately available funds equal to the Tranche C Term Loan or Tranche C Term Loans to be made

by such Lender pursuant to its Tranche C Term Commitment. The Administrative Agent shall credit the account of the Borrower on the books

of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Tranche

C Term Lenders in immediately available funds.

Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to (i)

12:00 Noon, New York City time, one Business Day prior to the anticipated Ninth Amendment Effective Date, in the case of Adjusted Term

SOFR Loans, or (ii) 10:00 A.M., New York City time, on the day of the anticipated Ninth Amendment Effective Date in the case of ABR Loans)

requesting that the Tranche A Term Lenders make the Tranche A Term Loans pursuant to the Tranche A Term Commitments on the Ninth Amendment

Effective Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each

applicable Tranche A Term Lender thereof. Subject to the terms and conditions set forth in the Ninth Amendment, not later than 12:00 Noon,

New York City time, on the Ninth Amendment Effective Date, each applicable Tranche A Term Lender shall make available to the Administrative

Agent at the Funding Office an amount in immediately available funds equal to the Tranche A Term Loan or Tranche A Term Loans to be made

by such Lender pursuant to its Tranche A Term Commitment. The Administrative Agent shall credit the account of the Borrower on the books

of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Tranche

A Term Lenders in immediately available funds.

2.3 Repayment

of Term Loans.

(a) The

Tranche B Term Loans shall be repayable in installments on each March 31, June 30, September 30 and December 31 of each year, commencing

with September 30, 2025, and ending with the Tranche B Term Loan Maturity Date, in an aggregate principal amount equal to (i) in

the case of each such installment due prior to the Tranche B Term Loan Maturity Date, 0.25% of the aggregate principal amount of

the Tranche B Term Loans made on the Tenth Amendment Effective Date and (ii) in the case of the installment due on the Tranche B

Term Loan Maturity Date, the entire remaining balance of the Tranche B Term Loans, subject to reduction pursuant to Section 2.17(b).

(b) The

Tranche C Term Loans shall be repayable in installments on each March 31, June 30, September 30 and December 31 of each year, commencing

with March 31, 2023, and ending with the Tranche C Term Loan Maturity Date, in an aggregate principal amount equal to (i) in

the case of each such installment due prior to the Tranche C Term Loan Maturity Date, 0.25% of the aggregate principal amount of

the Tranche C Term Loans made on the Sixth Amendment Effective Date and (ii) in

the case of the installment due on the Tranche C

Term Loan Maturity Date, the entire remaining balance of the Tranche C Term Loans, subject to reduction pursuant to Section 2.17(b).

Tranche A Term Loans shall be repayable in installments on each March 31, June 30, September 30 and December 31 of each year, commencing

with March 31, 2025, and ending with the Tranche A Term Loan Maturity Date, in an aggregate principal amount equal to (i) in

the case of the installments paid on March 31, 2025 and June 30, 2025, 2.50% of the aggregate principal amount of the Tranche A Term Loans

made on the Ninth Amendment Effective Date, (ii) in the case of the installment paid on September 30, 2025, 5.00% of the aggregate principal

amount of the Tranche A Term Loans made on the Ninth Amendment Effective Date and (iii) in the case of the installment due on

the Tranche A Term Loan Maturity Date, the entire remaining balance of the Tranche A Term Loans, subject to reduction pursuant

to Section 2.17(b).

2.4 Revolving

Commitments.

(a) Subject to the terms and conditions hereof, each 2028

Revolving Lender severally agrees to make revolving credit loans (“2028

Revolving Loans”) in Dollars and in any Optional Currency to the Borrower or any Subsidiary Borrower from time

to time during the 2028 Revolving Commitment Period in an aggregate

principal amount at any one time outstanding which will not result (after giving effect to any application of proceeds of such Borrowing

pursuant to Section 2.6(b)) in (i) the outstanding principal amount of such Lender’s 2028

Revolving Extensions of Credit exceeding the amount of such Lender’s 2028

Revolving Commitment or (ii) the 2028 Total Revolving

Extensions of Credit exceeding the aggregate 2028 Revolving

Commitments. During the 2028 Revolving Commitment Period the

Borrower and any Subsidiary Borrower may use the 2028 Revolving

Commitments by borrowing, prepaying the 2028 Revolving Loans

in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The 2028

Revolving Loans may from time to time be Term Benchmark Loans (it being understood that Term Benchmark 2028

Revolving Loans denominated in Dollars shall be Adjusted Term SOFR Loans), RFR Loans (for 2028

Revolving Loans denominated in Pounds Sterling) or ABR Loans, as determined by the Borrower or any Subsidiary Borrower and

notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. ABR Loans shall be denominated only in Dollars, and, for

the avoidance of doubt, in no event shall Loans denominated in Pounds Sterling be Eurocurrency Loans.

(b) Subject

to the terms and conditions hereof, each 2031 Revolving Lender severally agrees to make revolving credit loans (“2031 Revolving

Loans”) in Dollars and in any Optional Currency to the Borrower or any Subsidiary Borrower from time to time during the 2031 Revolving

Commitment Period in an aggregate principal amount at any one time outstanding which will not result (after giving effect to any application

of proceeds of such Borrowing pursuant to Section 2.6(b)) in (i) the outstanding principal amount of such Lender’s 2031 Revolving

Extensions of Credit exceeding the amount of such Lender’s 2031 Revolving Commitment or (ii) the 2031 Total Revolving Extensions

of Credit exceeding the aggregate 2031 Revolving Commitments. During the 2031 Revolving Commitment Period the Borrower and any Subsidiary

Borrower may use the 2031 Revolving Commitments by borrowing, prepaying the 2031 Revolving Loans in whole or in part, and reborrowing,

all in accordance with the terms and conditions hereof. The 2031 Revolving Loans may from time to time be Term Benchmark Loans (it being

understood that Term Benchmark 2031 Revolving Loans denominated in Dollars shall be Adjusted Term SOFR Loans), RFR Loans (for 2031 Revolving

Loans denominated in Pounds Sterling) or ABR Loans, as determined by the Borrower or any Subsidiary Borrower and notified to the Administrative

Agent in accordance with Sections 2.5 and 2.12. ABR Loans shall be denominated only in Dollars, and, for the avoidance of doubt, in no

event shall Loans denominated in Pounds Sterling be Eurocurrency Loans.

(bc) The

Borrower and any relevant Subsidiary Borrower shall repay all outstanding 2028

Revolving Loans on the 2028 Revolving Termination

Date. The Borrower and any relevant Subsidiary Borrower shall repay all

outstanding 2031 Revolving Loans on the 2031 Revolving Termination Date.

2.5 Procedure

for Revolving Loan Borrowing. The Borrower and any Subsidiary Borrower may borrow under the Revolving Commitments during the Revolving

Commitment Period on any Business Day, provided that the Borrower or the relevant Subsidiary Borrower shall give the Administrative

Agent irrevocable notice (which notice must be received by the Administrative Agent prior to (a) 12:00 Noon, New York City time, three

Business Days prior to the requested Borrowing Date, in the case of Term Benchmark Loans, (b) 11:00 a.m., New York City time, five Business

Days prior to the requested Borrowing Date, in the case of RFR Loans denominated in Pounds Sterling or (c) 12:00 Noon, New York City Time,

on the date of the proposed borrowing, in the case of ABR Loans) (provided that any such notice of a borrowing of ABR Loans under

the Revolving Facility to finance payments required by Section 3.5 may be given not later than 12:00 Noon, New York City time, on

the date of the proposed borrowing), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing

Date and (iii) in the case of Term Benchmark Loans, the respective amounts of each such Type of Loan, the Agreed Currency with respect

thereto and the respective lengths of the initial Interest Period therefor. If no election as to the Type of a Revolving Loan is specified

in any such notice, then the requested borrowing shall be an ABR Loan. If no Agreed Currency with respect to any Term Benchmark Loans

is specified in any such notice, then the Borrower or the relevant Subsidiary Borrower shall be deemed to have requested a borrowing in

Dollars. If no Interest Period with respect to any Term Benchmark Loan is specified in any such notice, then the Borrower or the relevant

Subsidiary Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each borrowing under the Revolving

Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate

Available Revolving Commitments are less than $1,000,000, such lesser amount), (y) in the case of Term Benchmark Loans, $5,000,000 or

a whole multiple of $1,000,000 in excess thereof and (z) in the case of RFR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess

thereof; provided, that a Swingline Lender may request, on behalf of the Borrower or any Subsidiary Borrower, borrowings under

the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.7. Upon receipt of any such notice from the Borrower

or any Subsidiary Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make

the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower or the

relevant Subsidiary Borrower at the Funding Office prior to 2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower

in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower or the relevant

Subsidiary Borrower by the Administrative Agent crediting the account of the Borrower or the relevant Subsidiary Borrower on the books

of such office or such other account as the Borrower or relevant Subsidiary Borrower may specify to the Administrative Agent in writing

with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by

the Administrative Agent. Each Revolving Lender at its option may make any Revolving Loan by causing any domestic or foreign branch of

such Revolving Lender or Affiliate of such Revolving Lender to make such Revolving Loan; provided that any exercise of such option

shall not affect the obligation of the Borrower or Subsidiary Borrower to repay such Revolving Loan in accordance with the terms of this

Agreement.

Notwithstanding

anything to the contrary in this Agreement, in no event shall any Borrower be permitted to request pursuant to this Section 2.5, a CBR

Loan or, prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to (x) the Term SOFR Rate, an RFR Loan bearing

interest based on Daily Simple SOFR or (y) Term CORRA, an RFR Loan bearing interest based on Daily Simple CORRA (it being understood and

agreed that a

Central Bank Rate, the Canadian Prime Rate,

Daily Simple SOFR and Daily Simple CORRA shall only apply to the extent provided in Sections 2.12(b) (solely

with respect to the Central Bank Rate and the Canadian Prime Rate), 2.16(a) and 2.16(g)), as applicable.

2.6 Swingline

Commitment.

(a) Subject to the terms and conditions hereof, each Swingline Lender severally

agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the 2031

Revolving Commitments from time to time during the 2031 Revolving

Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower;

provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall

not exceed such Swingline Lender’s Swingline Commitment then in effect, (ii) the outstanding principal amount of such Swingline

Lender’s 2031 Revolving Extensions of Credit shall not

exceed the amount of such Swingline Lender’s 2031 Revolving

Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any Swingline

Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the 2031

Available Revolving Commitments would be less than zero. During the 2031

Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying

and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.

(b) The

Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid

principal amount of each Swingline Loan on the earlier of the 2031 Revolving

Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least

two Business Days after such Swingline Loan is made; provided that on each date that a 2031

Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and

the proceeds of any such borrowing of 2031 Revolving Loans

shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.

2.7 Procedure

for Swingline Borrowing; Refunding of Swingline Loans.

(a) Whenever the Borrower or any Subsidiary Borrower desires that a Swingline

Lender make Swingline Loans it shall give the Administrative Agent irrevocable telephonic notice confirmed

promptly in writing (which telephonicwritten notice by

telecopy or electronic mail (or transmit by electronic communication including an Approved Borrower Portal, if arrangements for such transmission

have been approved by the Administrative Agent) (which notice must be received by the Administrative Agent not later than 1:00

P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date

(which shall be a Business Day during the 2031 Revolving Commitment

Period). The Administrative Agent will promptly advise the Swingline Lenders of any such notice received from the Borrower. Each borrowing

under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than

3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, each Swingline Lender shall

make its ratable portion of the requested Swingline Loan (such ratable portion to be calculated based upon such Swingline Lender’s

Swingline Commitment to the total Swingline Commitments of all of the Swingline Lenders) available to the Administrative Agent at the

Funding Office in immediately available funds. The Administrative Agent shall make the proceeds of such Swingline Loan available to the

Borrower or relevant Subsidiary Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower or relevant

Subsidiary Borrower with the Administrative Agent or such other account as the Borrower or relevant

Subsidiary Borrower may specify to the Administrative

Agent in writing on such Borrowing Date in immediately available funds.

(b) Any

Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower or relevant Subsidiary

Borrower (each of which hereby irrevocably directs each Swingline Lender to act on its behalf), by written notice given to the Administrative

Agent require each 2031 Revolving Lender to make, and each

2031 Revolving Lender hereby agrees to make, a 2031

Revolving Loan, in an amount equal to such 2031 Revolving

Lender’s 2031 Revolving Percentage of the aggregate amount

of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline

Lenders. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each 2031

Revolving Lender, specifying in such notice such 2031 Revolving

Lender’s 2031 Revolving Percentage of such Swingline

Loans. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and

in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m. New York City time

on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m. New York City time

on the immediately succeeding Business Day), to pay to the Administrative Agent at the Funding Office in immediately available funds,

for the account of such Swingline Lenders, such 2031 Revolving

Lender’s 2031 Revolving Percentage of such Swingline

Loans. The proceeds of such 2031 Revolving Loans shall be promptly

made available by the Administrative Agent to the Swingline Lenders for application by the Swingline Lenders to the repayment of the Refunded

Swingline Loans. The Borrower and relevant Subsidiary Borrower irrevocably authorize each Swingline Lender to charge the Borrower’s

and relevant Subsidiary Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) in order

to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the 2031

Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans.

prior to the time a 2031 Revolving Loan would have otherwise

been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to

the Borrower or relevant Subsidiary Borrower or if for any other reason, as determined by any Swingline Lender in its sole discretion,

2031 Revolving Loans may not be made as contemplated by Section

2.7(b), each 2031 Revolving Lender shall, on the date such

2031 Revolving Loan was to have been made pursuant to the notice

referred to in Section 2.7(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying

to the Administrative Agent at the Funding Office in immediately available funds for the account of the Swingline Lenders an amount (the

“Swingline Participation Amount”) equal to (i) such 2031

Revolving Lender’s 2031 Revolving Percentage

times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such

2031 Revolving Loans.

(d) Whenever,

at any time after any Swingline Lender has received from any 2031 Revolving

Lender such Lender’s Swingline Participation Amount, such Swingline Lender receives any payment on account of the Swingline Loans,

such Swingline Lender will distribute such amount to the Administrative Agent and any such amounts received by the Administrative Agent

shall be promptly remitted by the Administrative Agent to the 2031 Revolving

Lenders that shall have made their payments pursuant to paragraph (c) above and to the Swingline Lender, as their interests may appear

(appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating

interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata

portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided,

however, that in the event that such payment received by such Swingline Lender is required to be returned, such 2031

Revolving Lender will

return to such Swingline Lender any portion

thereof previously distributed to it by the Administrative Agent.

(e) Each

2031 Revolving Lender’s obligation to make the Loans

referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and

shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such 2031

Revolving Lender or the Borrower or any Subsidiary Borrower may have against any Swingline Lender, the Borrower or any Subsidiary

Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the

failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise)

of the Borrower or any Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Subsidiary

Borrower, any other Loan Party or any other 2031 Revolving

Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(f) The

failure of any Swingline Lender to make its ratable portion of a Swingline Loan shall not relieve any other Swingline Lender of its obligation

hereunder to make its ratable portion of such Swingline Loan on the date of such Swingline Loan, but no Swingline Lender shall be responsible

for the failure of any other Swingline Lender to make the ratable portion of a Swingline Loan to be made by such other Swingline Lender

on the date of any Swingline Loan.

2.8 Commitment

Fees, etc.

(a) The Borrower agrees to pay to the Administrative Agent for the account of

each Revolving Lender a commitment fee for the period from and including the date hereof to the last day of the Revolving Commitment Period,

computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period

for which payment is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the

date hereof.

(b) The

Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the

Administrative Agent and to perform any other obligations contained therein.

2.9 Termination

or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to

the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments;

provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and

to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit

would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof,

and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by the Borrower pursuant to this Section

2.9 shall be irrevocable; provided, that a notice to terminate the Revolving Commitments delivered by the Borrower may state that

such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice

may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is

not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation

to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof.

2.10 Optional

Prepayments.

(a) The Borrower and any relevant Subsidiary Borrower may at any time and from

time to time prepay the Loans, in whole or in part, without premium or penalty (except in the case of Tranche C Term Loans as otherwise

provided in paragraph (b) below) upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no

later than (i) 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Term Benchmark Loans, (ii) 11:00 a.m.,

New York City time, five Business Days before the date of prepayment in the case of prepayment of an RFR Revolving Borrowing denominated

in Sterling and (iii) 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify

the date and amount of prepayment and whether the prepayment is of Term Benchmark Loans or ABR Loans; provided, that if a Term

Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary

Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans

delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control,

in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified

effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect

the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred

as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with

(except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial

prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial

prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

(b) Any

(i) optional prepayment of the Tranche C Term Loans using proceeds of any credit facility term loans incurred by the Borrower for which,

the interest rate payable thereon on the date of such prepayment is lower than the Adjusted Term SOFR Rate on the date of such prepayment

plus the Applicable Margin with respect to the Tranche C Term Loans on the date of such prepayment with the primary purpose of refinancing

Tranche C Term Loans at a lower interest rate or (ii) repricing of the Tranche C Term Loans pursuant to an amendment to this Agreement

resulting in the interest rate payable thereon on the date of such amendment being lower than the Adjusted Term SOFR Rate on the date

immediately prior to such amendment plus the Applicable Margin with respect to the Tranche C Term Loans on the date immediately prior

to such amendment, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment (or, in

the case of clause (ii) above, of the aggregate amount of Tranche C Term Loans outstanding immediately prior to such amendment) if made

on or prior to the date that is six months after the Sixth Amendment Effective Date. Such fee shall be paid by the Borrower to the Administrative

Agent for the account of the Tranche C Term Lenders on the date of such prepayment or amendment (as the case may be).

(i) optional prepayment of the Tranche B Term Loans using proceeds of any credit facility term loans incurred by the Borrower for which,

the interest rate payable thereon on the date of such prepayment is lower than the Adjusted Term SOFR Rate on the date of such prepayment

plus the Applicable Margin with respect to the Tranche B Term Loans on the date of such prepayment with the primary purpose of refinancing

Tranche B Term Loans at a lower interest rate or (ii) repricing of the Tranche B Term Loans pursuant to an amendment to this Agreement

resulting in the interest rate payable thereon on the date of such amendment being lower than the Adjusted Term SOFR Rate on the date

immediately prior to such amendment plus the Applicable Margin with respect to the Tranche B Term Loans on the date immediately prior

to such amendment, shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment (or, in

the case of clause (ii) above, of the aggregate amount of Tranche B Term Loans outstanding immediately prior to such amendment) if made

on or prior to the date that is six months

after the Tenth Amendment Effective Date. Such fee shall be paid by the Borrower to the Administrative Agent for the account of the Tranche

B Term Lenders on the date of such prepayment or amendment (as the case may be).

2.11 Mandatory

Prepayments.

(a) If any Indebtedness shall be issued or incurred by any Group Member (other

than ABG) (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof

shall be applied on the date of such issuance or incurrence, or in the event such Net Cash Proceeds are received after 12:00 Noon, New

York City time, on the next Business Day, toward the prepayment of the Term Loans as set forth in Section 2.11(c); provided that,

if any Indebtedness shall be issued or incurred by any Group Member (other than such Indebtedness incurred to refinance (i) any Loans

incurred pursuant to this Agreement or (ii) the Senior Unsecured Notes), an amount equal to 100% of the Net Cash Proceeds thereof shall

be applied on the date of such issuance or incurrence, or in the event such Net Cash Proceeds are received after 12:00 Noon, New York

City time, on the next Business Day, toward the prepayment of the Tranche A Term Loans.

(b) If

on any date any Loan Party (other than ABG) shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment

Notice shall be delivered in respect thereof, 100% of such Net Cash Proceeds or, in the case of any Disposition permitted by Section 7.5(f),

100% of such Net Cash Proceeds, shall be applied within three Business Days toward the prepayment of the Term Loans as set forth in Section

2.11(c); provided that on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect

to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(c).

to be applied in connection with prepayments of the outstanding Term Loans pursuant to this Section 2.11 shall be applied, first,

to ABR Loans and, second, to Term Benchmark Loans and, in each case, in accordance with Section 2.17(b). Each prepayment of the

Term Loans under this Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. If no

Term Loans are outstanding, such remaining amounts shall be retained by the relevant Group Member.

(d) With

respect to any prepayment of Term Loans pursuant to Section 2.11(b), any Term Lender, at its option (but solely to the extent the Borrower

elects for this clause (d) to be applicable to a given prepayment), may elect not to accept such prepayment as provided below. The Borrower

may notify the Administrative Agent of any event giving rise to a prepayment under Section 2.11(b) at least five Business Days prior to

the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation

of the amount of such prepayment that is required to be made under Section 2.11(b) (the “Prepayment Amount”). The Administrative

Agent will promptly notify each Term Lender of the contents of any such prepayment notice so received from the Borrower, including the

date on which such prepayment is to be made (the “Prepayment Date”). Any Term Lender may (but solely to the extent

the Borrower elects for this clause (d) to be applicable to a given prepayment) decline to accept all (but not less than all) of its share

of any such prepayment (any such Lender, a “Declining Lender”) by providing written notice to the Administrative Agent

no later than 5:00 p.m. (New York City time) one Business Day after the date of such Term Lender’s receipt of notice from the Administrative

Agent regarding such prepayment. If any Term Lender does not give a notice to the Administrative Agent within the time frame specified

above informing the Administrative Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have

accepted such prepayment. On any Prepayment Date, an amount equal to the Prepayment Amount minus the portion of thereof allocable to Declining

Lenders, in each case for such Prepayment Date, shall be paid to the Administrative Agent by the Borrower and applied by the Administrative

Agent ratably to prepay Term

Loans owing to Term Lenders (other than Declining

Lenders) in the manner described in this Section 2.11 for such prepayment. Any amounts that would otherwise have been applied to prepay

Term Loans owing to Declining Lenders shall be retained by the Borrower (such amounts, “Declined Amounts”).

2.12 Conversion

and Continuation Options.

(a) The Borrower or any Subsidiary Borrower may elect from time to time to convert

Term Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.,

New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Term Benchmark

Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from

time to time to convert ABR Loans to Term Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election

no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify

the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into

a Term Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders

in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice

the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any

Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower

or relevant Subsidiary Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of

the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans,

provided that no Term Benchmark Loan under a particular Facility may be continued as such when any Event of Default has occurred

and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its

or their sole discretion not to permit such continuations (and the Administrative Agent shall notify the Borrower within a reasonable

amount of time of any such determination), and provided, further, that if the Borrower or such Subsidiary Borrower shall

fail to give any required notice as described above in this paragraph such Loans (i)

if denominated in Dollars shall be automatically continued as Term Benchmark Loans having an Interest Period of one month in

duration, or if such continuation is not permitted pursuant

to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period

and (ii) if denominated in an Optional Currency, shall be automatically

continued as Term Benchmark Loans in its original Optional Currency having an Interest Period of one month in duration, or if such continuation

is not permitted pursuant to the preceding proviso, shall bear interest at the Central Bank Rate (or in the case of Canadian Dollars,

the Canadian Prime Rate) for the applicable Optional Currency plus the CBR Spread; provided that, if the Administrative Agent determines

(which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate (or in the case of Canadian Dollars,

the Canadian Prime Rate) for the applicable Optional Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated

in any Optional Currency shall either be (A) converted to ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent

of such Optional Currency) at the end of the

Interest Period, as applicable, therefor or (B) prepaid at the

end of the applicable Interest Period, as applicable, in full;

provided that if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower

of such notice and (y) the last day of the current Interest Period for the applicable Term Benchmark Loan, the Borrower shall be deemed

to have elected clause (A) above. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant

Lender thereof.

the foregoing, in no event shall any Borrower be permitted to request pursuant to this Section 2.12 a CBR Loan or, prior to a Benchmark

Transition Event and Benchmark Replacement Date with respect to (x) the Term SOFR Rate, an RFR Loan bearing interest based on Daily Simple

SOFR or (y) Term CORRA, an RFR Loan bearing interest based on Daily Simple CORRA (it being understood and agreed that a Central Bank Rate,

the Canadian Prime Rate, Daily Simple SOFR and Daily Simple CORRA shall only apply to the extent provided in Sections 2.12(b) (solely

with respect to the Central Bank Rate and the Canadian Prime Rate), 2.16(a) and 2.16(g), as applicable.

2.13 Limitations

on Term Benchmark Borrowings and RFR Borrowings. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions

and continuations of Term Benchmark Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such

elections so that, (a) after giving effect thereto, the aggregate principal amount of the Term Benchmark Loans comprising each Borrowing

shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than ten Term Benchmark Borrowings shall

be outstanding at any one time. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations

of RFR Loans shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal

amount of the RFR Loans comprising each RFR Borrowing shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof

and (b) no more than ten RFR Borrowings shall be outstanding at any one time.

2.14 Interest

Rates and Payment Dates.

(a) Each Term Benchmark Loan shall bear interest at the Eurocurrency Rate, the

Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate or the Adjusted Term CORRA Rate, as applicable, for the Interest Period in effect for

such Borrowing plus the Applicable Margin.

(b) Each

RFR Loan shall bear interest at a rate per annum equal to (i) with respect to RFR Loans denominated in Dollars or Canadian Dollars, the

applicable Adjusted Daily Simple RFR plus the Applicable Margin and (ii) with respect to RFR Loans denominated in Pounds Sterling, the

applicable Daily Simple RFR plus the Applicable Margin.

ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(d) (i)

If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated

maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to (x) in the case of the Loans,

the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% or (y) in the

case of Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving FacilityFacilities

plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or

other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue

amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus

2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under

the Revolving FacilityFacilities

plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is

paid in full (as well after as before judgment).

(e) Interest

shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section

shall be payable from time to time on demand.

2.15 Computation

of Interest and Fees.

(a) Interest computed by reference to the Term SOFR Rate, the EURIBOR Rate or

Daily Simple RFR with respect to Dollars hereunder shall be computed on the basis of a year of 360 days. Interest computed by reference

to the Eurocurrency Base Rate with respect to Australian Dollars and New Zealand Dollars, the Daily Simple RFR with respect to Pounds

Sterling, the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate, Term CORRA or the Canadian Prime Rate

shall be computed on the basis of a year of 365 days (or 366 days in a leap year). In each case interest shall be payable for the actual

number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a

daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Alternate

Base Rate, Eurocurrency Rate, Eurocurrency Base Rate, Adjusted Term SOFR Rate, Term SOFR Rate, Adjusted EURIBOR Rate, EURIBOR Rate, Adjusted

Daily Simple RFR, Daily Simple RFR, Adjusted Term CORRA Rate or the Term CORRA shall be determined by the Administrative Agent, and such

determination shall be conclusive absent manifest error.

(b) Each

determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding

on the Borrower, any Subsidiary Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request

of the Borrower or any Subsidiary Borrower, deliver to the Borrower or such Subsidiary Borrower a statement showing the quotations used

by the Administrative Agent in determining any interest rate pursuant to Section 2.14(a).

2.16 Alternate

Rate of Interest.

(a) Subject

to clauses (b), (c), (d), (e), (f) and (g) of this ‎Section 2.16 if:

(i) the

Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest

Period for a Term Benchmark Loan, that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate, the Eurocurrency

Base Rate, the Adjusted Term SOFR Rate, the Term SOFR Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate, the Adjusted Term CORRA Rate

or Term CORRA (including because the Relevant Screen Rate is not available or published on a current basis), for the applicable Agreed

Currency and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable

Daily Simple RFR, RFR or Adjusted Daily Simple RFR for the applicable Agreed Currency; or

(ii) the

Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark

Borrowing, the Eurocurrency Rate, the Eurocurrency Base Rate, the Adjusted Term SOFR Rate, the Term SOFR Rate, the Adjusted EURIBOR Rate,

the EURIBOR Rate, the Adjusted Term CORRA Rate or Term CORRA for the applicable Agreed Currency and such Interest Period will not adequately

and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Loan for the

applicable Agreed Currency and such Interest Period or (B) at any time, the applicable Daily Simple RFR, RFR or Adjusted Daily Simple

RFR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining

their Loans (or its Loan) included in such Borrowing for the applicable Agreed Currency;

then the Administrative Agent shall give notice

thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the

Administrative Agent

notifies the Borrower and the Lenders that

the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any

Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing or any Borrowing Request that requests a Term Benchmark

Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing denominated

in Dollars so long as the Adjusted Daily Simple RFR is not also the subject of Section 2.16(a)(i) or (ii) above or (y) an ABR Borrowing

if the Adjusted Daily Simple RFR also is the subject of Section 2.16(a)(i) or (ii) above and (C) if any Borrowing Request requests a Term

Benchmark Borrowing or an RFR Borrowing for the relevant rate above in an Optional Currency, then such request shall be ineffective; provided

that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall

be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s

receipt of the notice from the Administrative Agent referred to in this ‎Section 2.16(a) with respect to a Relevant Rate applicable

to such Term Benchmark Loan or RFR Loan, then until the Administrative Agent notifies the Borrower and the Lenders that the circumstances

giving rise to such notice no longer exist, (i) if such Term Benchmark Loan is denominated in Dollars, then on the last day of the Interest

Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by

the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day, (ii) if such Term Benchmark Loan is

denominated in any Agreed Currency other than Dollars, then such Loan shall, on the last day of the Interest Period applicable to such

Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate (or in the case of

Canadian Dollars, the Canadian Prime Rate) for the applicable Agreed Currency plus the Applicable

MarginCBR Spread; provided that, if the Administrative

Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate (or in the case

of Canadian Dollars, the Canadian Prime Rate) for the applicable Agreed Currency cannot be determined, any outstanding affected Term Benchmark

Loans denominated in any Agreed Currency other than Dollars shall, at the Borrower’s election prior to such day: (A) be prepaid

by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such

Term Benchmark Loan denominated in any Agreed Currency other than Dollars shall be deemed to be a Term Benchmark Loan denominated in Dollars

and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time or (iii) if

such RFR Loan is denominated in any Agreed Currency other than Dollars, then such Loan shall bear interest at the Central Bank Rate (or

in the case of Canadian Dollars, the Canadian Prime Rate) for the applicable Agreed Currency plus the Applicable

MarginCBR Spread; provided that, if the Administrative

Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate (or in the case

of Canadian Dollars, the Canadian Prime Rate) for the applicable Agreed Currency cannot be determined, any outstanding affected RFR Loans

denominated in any Agreed Currency other than Dollars, at the Borrower’s election, shall either (A) be converted into ABR Loans

denominated in Dollars (in an amount equal to the Dollar Equivalent of such Optional Currency) immediately or (B) be prepaid in full immediately.

(b) Notwithstanding

anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document”

for purposes of this ‎Section 2.16), if a Benchmark Transition Event and its related Benchmark

Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark

Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to Dollars

and/or Canadian Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder

and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further

action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in

accordance with clause (2) of the definition of “Benchmark Replacement” with respect to any Agreed Currency for such Benchmark

Replacement Date, such Benchmark Replacement

will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00

p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without

any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative

Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(d) In

connection with the implementation of a Benchmark, the Administrative Agent will have the right, in consultation with the Borrower, to

make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan

Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or

consent of any other party to this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein or in any other

Loan Document and subject to the proviso below in this paragraph, with respect to a Loan denominated in Canadian Dollars, if a Term CORRA

Reelection Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the

then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or

under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action

or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (d) shall not be effective unless

the Administrative Agent has delivered to the Lenders and the Borrower a Term CORRA Notice. For the avoidance of doubt, the Administrative

Agent shall not be required to deliver a Term CORRA Notice after the occurrence of a Term CORRA Reelection Event and may do so in its

sole discretion.

(e) The

Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the

implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal

or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability

Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, the Borrower or any Lender

(or group of Lenders) pursuant to this ‎Section 2.16, 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 2.16.

(f) Notwithstanding

anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark

Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR, the Term SOFR Rate, Eurocurrency Base Rate, EURIBOR

Rate or Term CORRA) and either (a) any tenor for such Benchmark is not displayed on a screen or other information service that publishes

such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (b) the regulatory supervisor for

the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark

is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any

Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant

to clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including a

Benchmark Replacement) or (b) is not, or is

no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement),

then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time

to reinstate such previously removed tenor.

(g) Upon

the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for

a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued

during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any request for

a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion to (A) an RFR Borrowing denominated

in Dollars so long as the Adjusted Daily Simple RFR is not the subject of a Benchmark Transition Event or (B) an ABR Borrowing if the

Adjusted Daily Simple RFR is the subject of a Benchmark Transition Event or (y) any Term Benchmark Borrowing or RFR Borrowing denominated

in an Optional Currency shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current

Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,

will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding

on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant

Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented

pursuant to this ‎Section 2.16, (i) if such Term Benchmark Loan is denominated in Dollars,

then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business

Day), such Loan shall be converted by the Administrative Agent to, and shall constitute (x) an RFR Borrowing denominated in Dollars so

long as the Adjusted Daily Simple RFR is not the subject of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple

RFR is the subject of a Benchmark Transition Event, on such day, (ii) if such Term Benchmark Loan is denominated in any Agreed Currency

other than Dollars, then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business

Day if such day is not a Business Day) bear interest at the Central Bank Rate (or in the case of Canadian Dollars, the Canadian Prime

Rate) for the applicable Agreed Currency plus the Applicable MarginCBR

Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest

error) that the Central Bank Rate (or in the case of Canadian Dollars, the Canadian Prime Rate) for the applicable Agreed Currency cannot

be determined, any outstanding affected Term Benchmark Loans denominated in any Agreed Currency other than Dollars shall, at the Borrower’s

election prior to such day: (a) be prepaid by the Borrower on such day or (b) solely for the purpose of calculating the interest rate

applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Agreed Currency other than Dollars shall be deemed

to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans

denominated in Dollars at such time or (iii) if such RFR Loan is denominated in any Agreed Currency other than Dollars, then such Loan

shall bear interest at the Central Bank Rate (or in the case of Canadian Dollars, the Canadian Prime Rate) for the applicable Agreed Currency

plus the Applicable MarginCBR

Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest

error) that the Central Bank Rate (or in the case of Canadian Dollars, the Canadian Prime Rate) for the applicable Agreed Currency cannot

be determined, any outstanding affected RFR Loans denominated in any Agreed Currency, at the Borrower’s election, shall either (a)

be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Optional Currency) immediately

or (b) be prepaid in full immediately.

2.17 Pro

Rata Treatment and Payments.

(a) Each borrowing of Revolving Loans by the Borrower or any Subsidiary Borrower

from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the

Lenders shall be made pro rata according to the respective Revolving Percentages of the relevant Lenders.

(b) Each

payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata

according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders; provided that at the

option of the Borrower, all or a portion of any optional prepayments of the Term Loans made in accordance with Section 2.10 may be applied

to repay the Term Loans as directed by the Borrower. The amount of each such optional principal prepayment of the Term Loans shall be

applied to reduce the then remaining installments of the Tranche B Term Loans, Tranche C Term Loans and/or Tranche A Term Loans, as applicable,

as directed by the Borrower. Amounts prepaid on account of the Term Loans may not be reborrowed.

payment (including each prepayment) by the Borrower or any Subsidiary Borrower on account of principal of and interest on the Revolving

Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the

Revolving Lenders.

(d) All

payments (including prepayments) to be made by the Borrower or any Subsidiary Borrower hereunder, whether on account of principal, interest,

fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date

thereof to the Administrative Agent, for the account of the Lenders, at the Funding Officeoffice

or offices as described in the Administrative Questionnaire provided by the Administrative Agent to the Borrower from time to time,

in Dollars or in any other applicable currency and in immediately available funds. The Administrative Agent shall distribute such payments

to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Term Benchmark Loans)

becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any

payment on a Term Benchmark Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to

the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which

event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant

to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. Any obligation under

this Agreement denominated in currency other than Dollars should be payable in such currency unless the obligor, the obligee and the Administrative

Agent shall otherwise agree.

(e) Unless

the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount

that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such

Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption,

make available to the Borrower or any Subsidiary Borrower a corresponding amount. If such amount is not made available to the Administrative

Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with

interest thereon, at a rate up to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative

Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately

available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing

under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made

available to the Administrative Agent by such Lender

within three Business Days after such Borrowing

Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to

ABR Loans under the relevant Facility, on demand, from the Borrower or relevant Subsidiary Borrower.

(f) Unless

the Administrative Agent shall have been notified in writing by the Borrower or relevant Subsidiary Borrower prior to the date of any

payment due to be made by the Borrower or such Subsidiary Borrower hereunder that the Borrower or such Subsidiary Borrower will not make

such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower or such Subsidiary Borrower is making

such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the

Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by

the Borrower or relevant Subsidiary Borrower within three Business Days after such due date, the Administrative Agent shall be entitled

to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with

interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit

the rights of the Administrative Agent or any Lender against the Borrower or any Subsidiary Borrower.

2.18

Requirements of Law.

(a) If the adoption of or any change in any Requirement of Law or in the interpretation

or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central

bank or other Governmental Authority made subsequent to the date hereof:

(i) shall

subject any Lender to any additional tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application

or any Term Benchmark Loan made by it (except for taxes addressed by Section 2.19 (including any Excluded Taxes) and changes in the rate

of tax on the overall net or gross income of such Lender);

(ii) shall

impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits

or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by,

any office of such Lender that is not otherwise included in the determination of the Eurocurrency Rate, Adjusted Term SOFR Rate or Adjusted

Term CORRA Rate, as applicable; or

(iii) shall

impose on such Lender any other condition not described in (or excepted from) the foregoing (i) and (ii);

and the result of any of the foregoing is to

increase the cost to such Lender by an amount that such Lender deems to be material, of making, converting into, continuing or maintaining

Term Benchmark Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof,

then, in any such case, the Borrower or relevant Subsidiary Borrower shall promptly pay such Lender, upon its demand, any additional amounts

necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any

additional amounts pursuant to this paragraph, it shall promptly notify the Borrower or relevant Subsidiary Borrower (with a copy to the

Administrative Agent) of the event by reason of which it has become so entitled.

(b) If

any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity

requirements or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with

any

request or directive regarding capital adequacy

or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof

shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its

obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could

have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies

with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission

by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such

Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower or relevant Subsidiary

Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the

contrary in this Section, the Borrower or relevant Subsidiary Borrower shall not be required to compensate a Lender pursuant to this Section

for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower or such Subsidiary Borrower of

such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have

a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of

the Borrower or relevant Subsidiary Borrower pursuant to this Section shall survive the termination of this Agreement and the payment

of the Loans and all other amounts payable hereunder.

(d) Notwithstanding

anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,

requirements or directives thereunder or issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines,

requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any

successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in

each case, be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented.

2.19 Taxes.

(a) All payments made by or on behalf of the Borrower or any Subsidiary Borrower

under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account

of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter

imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (a) net income taxes and franchise taxes (imposed

in lieu of net income taxes) imposed on the Administrative Agent or any Lender by the jurisdiction (or any political subdivision or taxing

authority thereof or therein) under the laws of which the Administrative Agent or such Lender is organized or incorporated or in which

its principal office is located or, in the case of any Lender, in which its applicable lending office is located, and any taxes imposed

on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender

and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein

(other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its

obligations or received a payment under, or enforced, this Agreement or any other Loan Document) and (b) any branch profit taxes imposed

by the United States or any similar tax imposed by any other Governmental Authority; provided that, if any such non-excluded taxes, levies,

imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be

withheld from any amounts payable to the Administrative Agent or any Lender hereunder, as determined in good

faith by the applicable Withholding Agent,

(x) such amounts shall be paid to the relevant Governmental Authority in accordance with applicable law and (y) the amounts so payable

by the Borrower or applicable Subsidiary Borrower to the Administrative Agent or such Lender shall be increased to the extent necessary

to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other

amounts payable hereunder at the rates or in the amounts specified in this Agreement as if such withholding or deduction had not been

made, provided further, however, that neither the Borrower nor any Subsidiary Borrower shall be required to increase any such amounts

payable to any Lender with respect to any Taxes (i) that are attributable to such Lender’s failure to comply with the requirements

of paragraph (e) or (f) of this Section, (ii) that are United States withholding taxes resulting from any Requirement of Law (including

FATCA) in effect on (and, in the case of FATCA, including any regulations or official interpretations thereof issued after) the date such

Lender becomes a party to this Agreement (or designates a new lending office or offices) except, in the case of an assignment or designation

of a new lending office, to the extent that the Lender making such assignment or designation was entitled, at the time of such assignment

or designation, to receive additional amounts from the Borrower or the relevant Subsidiary Borrower with respect to Non-Excluded Taxes

pursuant to this section or (iii) that are imposed as a result of a Lender’s gross negligence or willful misconduct (amounts described

in the foregoing clauses (a), (b), (i), (ii) and (iii), “Excluded Taxes”).

(b) In

addition, the Borrower or any relevant Subsidiary Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance

with applicable law.

any Non-Excluded Taxes or Other Taxes are payable by the Borrower or any Subsidiary Borrower, as promptly as possible thereafter the Borrower

or such Subsidiary Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the

case may be, a certified copy of an original official receipt received by the Borrower or such Subsidiary Borrower showing payment thereof.

If (i) the Borrower or any Subsidiary Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority,

(ii) the Borrower or any Subsidiary Borrower fails to remit to the Administrative Agent the required receipts or other required documentary

evidence or (iii) any Non-Excluded Taxes or Other Taxes are imposed directly upon the Administrative Agent or any Lender, the Borrower

and each Subsidiary Borrower shall indemnify the Administrative Agent and the Lenders for such amounts and any incremental taxes, interest

or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure, in the case of (i) and

(ii), or any such direct imposition, in the case of (iii).

(d) Each

Lender shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, charges, fees, deductions,

withholdings or similar charges imposed by any Governmental Authority that are attributable to such Lender and that are payable or paid

by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto,

as determined by the Administrative Agent in good faith. 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.

(e) Each

Lender (or Transferee) (i) that is not a “United States Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S.

Lender”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which

the related participation shall have been purchased) (x) two copies of either U.S. IRS Form W-8BEN, Form W-8BEN-E, Form W-8ECI or Form

W-8IMY (together with any applicable underlying IRS forms) (y) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding

tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially

in the form of Exhibit F and the applicable Form W-8, or any subsequent versions thereof or successors thereto, properly completed and

duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced

rate of, U.S. federal withholding tax on payments

under this Agreement and the other Loan Documents, or (z) any other form prescribed by applicable requirements of U.S. federal income

tax law (including FATCA) as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together

with such supplementary documentation as may be prescribed by applicable requirements of law to permit the Borrower and the Administrative

Agent to determine the withholding or deduction required to be made and (ii) that is a “United States Person” as defined in

Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent (or in the case of a Participant, to the Lender

from which the related participation shall have been purchased) two copies of U.S. Internal Revenue Service Form W-9 (or any successor

form) certifying that such Lender is exempt from U.S. federal withholding tax. Such forms shall be delivered by each Lender on or before

the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the

related participation) and from time to time thereafter upon the request of the Borrower or the Administrative Agent. In addition, each

Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Lender at any other

time prescribed by applicable law or as reasonably requested by the Borrower. Each Non-U.S. Lender shall promptly notify the Borrower

and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate

to the Borrower (and any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other

provision of this Section, a Non -U.S. Lender shall not be required to deliver any form pursuant to this Section that such Non -U.S. Lender

is not legally able to deliver.

(f) A

Lender or Transferee that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction

in which the Borrower or any Subsidiary Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments

under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable

law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed

by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally

entitled to complete, execute and deliver such documentation.

(g) If

the Administrative Agent, any Transferee or any Lender determines, in its sole good faith discretion, that it has received a refund of

any Taxes or Other Taxes as to which it has been indemnified by the Borrower or any Subsidiary Borrower or with respect to which the Borrower

or any Subsidiary Borrower has paid additional amounts pursuant to Section 2.18 or this Section 2.19, it shall pay over such refund to

the Borrower or such Subsidiary Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower

or such Subsidiary Borrower under Section 2.18 or this Section 2.19 with respect to the Taxes or Other Taxes giving rise to such refund),

net of all out-of-pocket expenses of the Administrative Agent, such Transferee or such Lender and without interest (other than any interest

paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower or such Subsidiary Borrower,

upon the request of the Administrative Agent, such Transferee or such Lender, agrees to repay the amount paid over to the Borrower or

such Subsidiary Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative

Agent, such Transferee or such Lender in the event the Administrative Agent, such Transferee or such Lender is required to repay such

refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent, any Transferee or any

Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower,

any Subsidiary Borrower or any other Person. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified

party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified

party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and

giving rise to such refund had not been deducted, withheld or otherwise

imposed and the indemnification payments or

additional amounts with respect to such Tax had never been paid.

(h) Each

Assignee shall be bound by this Section 2.19.

(i) The

agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable

hereunder.

(j) For

purposes of determining withholding Taxes imposed under FATCA, from and after the Restatement Effective Date, the Borrower, each Subsidiary

Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not

qualifying as a “grandfathered obligation” within the meaning of Section 1.1471-2(b)(2)(i) of the United States Treasury Regulations.

Notwithstanding anything to the contrary contained in any Loan Document, the Borrower shall indemnify the Administrative Agent, and hold

it harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable out-of-pocket fees,

charges and disbursements of any counsel for any of the foregoing, incurred by or asserted against it arising out of, in connection with,

or as a result of this treatment; provided, that the Borrower shall have no obligation hereunder to the Administrative Agent to

the extent such losses, claims, damages, liabilities and related expenses are found by a final and nonappealable decision of a court of

competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent; provided further,

that that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent

in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, nor shall the

Borrower be liable for any settlement or extra-judicial resolution of the Administrative Agent’s claims without the Borrower’s

written consent.

(k) For

purposes of this Section 2.19, the term “Lender” includes the Issuing Lender and the Swingline Lender and the term “applicable

law” includes FATCA.

2.20 Indemnity.

(a) With

respect to Loans that are not RFR Loans, the Borrower or relevant Subsidiary Borrower agrees to indemnify each Lender for, and to hold

each Lender harmless from, any actual loss or expense that such Lender may sustain or incur as a consequence of (a) default by the

Borrower or relevant Subsidiary Borrower in making a borrowing of, conversion into or continuation of Term Benchmark Loans after the Borrower

or such Subsidiary Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by

the Borrower or relevant Subsidiary Borrower in making any prepayment of or conversion from Term Benchmark Loans after the Borrower or

such Subsidiary Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment

of Term Benchmark Loans on a day that is not the last day of an Interest Period with respect thereto. A certificate as to any amounts

payable pursuant to this Section submitted to the Borrower or relevant Subsidiary Borrower by any Lender shall be conclusive in the absence

of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable

hereunder.

2.21 Change

of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.18 or 2.19(a)

with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of

such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of

such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its

lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section

shall affect or postpone any of

the obligations of the Borrower or any Subsidiary

Borrower or the rights of any Lender pursuant to Section 2.18 or 2.19(a).

2.22 Replacement

of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section

2.18 or 2.19(a), (b) becomes a Defaulting Lender or (c) fails to give its consent for any issue requiring the consent of 100% of the Lenders

or all affected Lenders (and such Lender is an affected Lender) and for which Lenders holding 51% of the Loans and/or Commitments required

for such vote have consented, with a replacement financial institution; provided that (i) such replacement does not conflict with

any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to

any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts

owing pursuant to Section 2.18 or 2.19(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts

owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section

2.20 if any Term Benchmark Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating

thereto, (vi) the replacement financial institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender

shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall

be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated,

the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.18 or 2.19(a), as the case may be, and (ix) any

such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall

have against the replaced Lender.

2.23 Incremental

Facilities.

(a) After

the Restatement Effective Date and before the Final Term Loan Maturity Date (with respect to Term Loans), the Final

Revolving Termination Date (with respect to Revolving Loans), as applicable, the Borrower, by written notice to the Administrative

Agent, may request the establishment of (x) one or more (A) additional tranches of term loans or (B) increases (an “Incremental

Term Loan Increase”) to an existing tranche of term loans (the commitments thereto, the “Incremental Term Loan Commitments”)

and/or (y) one or more increases in the 2031 Revolving Commitments

(the “Incremental Revolving Commitments”; together with the Incremental Term Loan Commitments, the “Incremental

Loan Commitments”); provided that (x) each such request shall be for not less than $25,000,000 (or such lesser amount

up to the Maximum Facilities Amount) and (y) after giving effect to each such request and the proposed use of proceeds thereof, the aggregate

amount (the “Maximum Facilities Amount”) of the Facilities (which term, for the avoidance of doubt, shall be amended

pursuant to the Incremental Commitment Agreement to include any additional tranches of term loans so requested, if applicable), together

with any Incremental Equivalent Debt secured by the Collateral on a pari passu basis with the Obligations, shall not exceed the

greater of (A) $3,000,000,000 and (B) an amount equal to 350% of Consolidated EBITDA determined to give pro forma effect to any related

transactions consummated concurrently therewith, for the most recently ended period of four consecutive fiscal quarters for which financial

statements have been delivered pursuant to Section 6.1. Each such notice shall specify the date (each, an “Increased Amount Date”)

on which the Borrower proposes that the Incremental Loan Commitments shall be effective, which shall be a date not less than 10 Business

Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person

to provide or arrange all or a portion of the Incremental Loan Commitments; provided that (i) no Lender will be required to provide

such Incremental Loan Commitment, (ii) any entity providing all or a portion of the Incremental Loan Commitments other than a Lender,

an affiliate of a Lender or an Approved Fund, shall be reasonably acceptable to the Administrative Agent (with such acceptance by the

Administrative Agent to not be unreasonably withheld or delayed) and (iii) any entity

providing all or a portion of the Incremental

Revolving Commitments other than a Lender, an affiliate of a Lender or an Approved Fund, shall be reasonably acceptable to each Issuing

Lender (with such acceptance by the Issuing Lenders to not be unreasonably withheld or delayed).

(b) In

each case, such Incremental Loan Commitments shall become effective as of the applicable Increased Amount Date, provided that

(i) no

Default or Event of Default shall have occurred and be continuing on such Increased Amount Date before or after giving effect to such

Incremental Loan Commitments,

(ii) the

Borrower shall be in compliance with Section 7.1 as of the most recently ended fiscal quarter for which financial statements have been

delivered pursuant to Section 6.1 after giving effect to such Incremental Loan Commitments and the use of proceeds thereof and assuming

any related Specified Transaction has occurred,

(iii) the

weighted average life to maturity of any Incremental Term Loan (other than any Incremental Tranche A Term Loan) shall be greater than

or equal to the then-remaining weighted average life to maturity of the Term Loans,

(iv) [reserved],

(v) the

interest rate margin in respect of any Incremental Revolving Loans that is in effect on the Increased Amount Date (after giving effect

to original issue discount (“OID”) or upfront fees, (which shall be deemed to constitute like amounts of OID, with

OID being equated to interest rates in a manner determined by the Administrative Agent based on a four-year life to maturity) paid to

all of the Incremental Revolving Lenders in connection therewith but excluding any customary arrangement, commitment or other similar

fees payable to one or more arrangers (or their affiliates) in connection therewith) shall not exceed the sum of (x) the Applicable Margin

for the Revolving Loans made pursuant to the Revolving Commitments that is in effect on the Increased Amount Date, and (y) the OID or

the upfront fees paid to all of the Lenders in respect of such Revolving Commitments, which shall be equated to interest rate based on

a four-year life to maturity, or if it does so exceed the sum of such Applicable Margin and such fees, such Applicable Margin for the

Revolving Loans made pursuant to the Revolving Commitments, shall be increased so that the interest rate margin in respect of such Incremental

Revolving Loans that is in effect on the Increased Amount Date (giving effect to any OID issued or such upfront fees paid to all of the

Incremental Lenders in connection therewith as set forth above) is no greater than the sum of (x) the Applicable Margin for the Revolving

Loans made pursuant to the Revolving Commitments that is in effect on the Increased Amount Date, and (y) the OID or the upfront fees paid

to all of the Lenders in respect of such Revolving Commitments,

(vi) with

respect to the Term Loans (other than any Incremental Tranche A Term Loans), if the final maturity date of any Incremental Term Loans

denominated in any currency (except for any Incremental Tranche A Term Loans) is not at least one year later than the Final Term Loan

Maturity Date of any Term Loans denominated in such currency, the interest rate margin in respect of such Incremental Term Loans denominated

in such currency (after giving effect to OID or upfront fees paid to all of the Incremental Term Loan Lenders in connection therewith

but excluding any customary arrangement, commitment, underwriting, ticking or other similar fees payable to one or more arrangers (or

their affiliates) in connection therewith, any amendment or consent fees or any other fees not paid to all relevant Lenders generally)

(with fees and OID being equated to interest rate in the manner set forth above)) shall not exceed by more than 50 basis points the sum

of (1) the Applicable Margin for the Term Loans

denominated in such currency that is

in effect on the Increased Amount Date (other than any Incremental Tranche A Term Loans), and (2) the upfront fees paid to all of the

Lenders in respect of such Term Loans denominated in such currency, which shall be equated to interest rate based on a four-year life

to maturity, or if it does so exceed by more than 50 basis points the sum of such Applicable Margin and such fees, the Applicable Margin

for such Term Loans denominated in such currency shall be increased so that the interest rate margin in respect of such Incremental Term

Loans denominated in such currency (after giving effect to any OID issued or such upfront fees paid to all of the Incremental Term Loan

Lenders in connection therewith as set forth above (but excluding any customary arrangement, commitment, underwriting, ticking or other

similar fees payable to one or more arrangers (or their affiliates) in connection therewith, any amendment or consent fees or any other

fees not paid to all relevant Lenders generally)) is no greater than the sum of (1) the Applicable Margin for such Term Loans denominated

in such currency that is in effect on the Increased Amount Date, (2) the OID or upfront fees paid to all of the Lenders in respect of

such Term Loans denominated in such currency and (3) 50 basis points,

(vii) [reserved],

and

(viii) the

Incremental Revolving Commitments, the Incremental Term Loan Commitments shall be effected, in each case, pursuant to one or more incremental

commitment agreements in a form reasonably acceptable to the Administrative Agent (each, a “Incremental Commitment Agreement”)

executed and delivered by the Borrower, the applicable Incremental Revolving Lender or the Incremental Term Loan Lender and the Administrative

Agent pursuant to which the applicable Incremental Revolving Lender or Incremental Term Loan Lender agrees to be bound to the terms of

this Agreement as a Lender. Except for Incremental Term Loans made in connection with an Incremental Term Loan Increase, any Incremental

Term Loans made on an Increased Amount Date shall be designated a separate tranche of Incremental Term Loans for all purposes of this

Agreement, and the provisions of clauses (vi) and (vii) above shall be determined separately for each tranche of Term Loans.

Notwithstanding the foregoing, in the case

of any Incremental Loan Commitments implemented to finance a Permitted Acquisition, satisfaction of the conditions set forth in clauses

(i) and (ii) may, at the option of the Borrower, be determined solely as of the date on which the definitive agreement governing such

Permitted Acquisition is executed, calculated to give pro forma effect to such acquisition as if it had occurred on such date of determination.

any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms

and conditions, (x) each of the Lenders with 2031 Revolving

Commitments being increased shall assign to each Person with an Incremental Revolving Commitment (each, an “Incremental Revolving

Lender”) and each of the Incremental Revolving Lenders shall purchase from each of the Lenders with 2031

Revolving Commitments, at the principal amount thereof, such interests in the 2031

Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such

assignments and purchases, the 2031 Revolving Loans will be

held by existing 2031 Revolving Lenders and Incremental Revolving

Lenders ratably in accordance with their 2031 Revolving Commitments

after giving effect to the addition of such Incremental Revolving Commitments to the 2031

Revolving Commitments, (y) each Incremental Revolving Commitment shall be deemed for all purposes a 2031

Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for

all purposes, a 2031 Revolving Loan and (z) each Incremental

Revolving Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. The terms

and provisions of the Incremental Revolving Loans and Incremental Revolving Commitments shall be substantially identical to the 2031

Revolving Loans and the 2031 Revolving Commitments

of the 2031 Revolving Facility.

(d) On

any Increased Amount Date on which any Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms

and conditions and unless otherwise provided in the applicable Incremental Commitment Agreement, (i) each Person with an Incremental Term

Loan Commitment (each, an “Incremental Term Loan Lender”) shall make a Loan to the Borrower (an “Incremental

Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become

a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto.

(e) [reserved].

(f) Each

Incremental Commitment Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other

Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section

2.23.

For the avoidance of doubt, (i) the Tranche

B Term Loans and the Tranche C Term Loans constitute Incremental Term Loans, (ii) the Tranche A Term Loans constitute Incremental Tranche

A Term Loans, and (iii) the Tranche A Term Lenders shall be Incremental Term Loan Lenders, in each case, for all purposes of this Agreement

and the other Loan Documents.

2.24 Prepayments

Required Due to Currency Fluctuation. On the last Business Day of each fiscal quarter, or at such other time as is reasonably determined

by the Administrative Agent or the Issuing Lender, as applicable, the Administrative Agent or the Issuing Lender, as applicable, shall

determine the Dollar Equivalent of aggregate outstanding Revolving Extensions of Credit. If, at the time of such determination the aggregate

outstanding Revolving Extensions of Credit exceed the Revolving Commitments then in effect by 5% or more, then within five Business Days

of notice to the Borrower, the Borrower or the relevant Subsidiary Borrower shall prepay Revolving Loans or Swingline Loans or cash collateralize

the outstanding Letters of Credit in an aggregate principal amount at least equal to such excess; provided that the failure of

the Administrative Agent or the Issuing Lender, as applicable, to determine the Dollar Equivalent Amount of the aggregate outstanding

Revolving Extensions of Credit as provided in this Section 2.24 shall not subject the Administrative Agent to any liability hereunder.

2.25 Defaulting

Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following

provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees

shall cease to accrue on the Revolving Commitment of such Defaulting Lender pursuant to Section 2.8;

(b) the

Commitment and Revolving Extensions of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken

or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.1); provided,

that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring

the consent of such Lender or each Lender affected thereby;

any L/C Obligations exist at the time a Revolving Lender is a Defaulting Lender then:

(i) subject

to the satisfaction of the condition precedent in Section 5.2(b) of the Credit Agreement and following notice by the Administrative Agent,

all or any part of the Defaulting Lender’s ratable participating interest in the L/C Obligations shall be reallocated

among the Revolving Lenders under

the applicable Revolving Facility that are not Defaulting Lenders in accordance with their respective Revolving Percentages

but, in any case, only to the extent the sum of the outstanding Revolving Extensions of Credit of all Revolving Lenders under

the applicable Revolving Facility that are not Defaulting Lenders before giving effect to such reallocation plus such Defaulting

Lender’s ratable participating interest in the L/C Obligations does not exceed the total of the Revolving Commitments of all Revolving

Lenders under the applicable Revolving Facility that are not

Defaulting Lenders; provided that if such condition precedent is not satisfied on the date of such notice by the Administrative

Agent, the Borrower shall within five Business Days following notice by the Administrative Agent, either (x) cash collateralize such Defaulting

Lender’s ratable participating interest in the L/C Obligations or (y) backstop such Defaulting Lender’s participating interest

in the L/C Obligations with a letter of credit reasonably satisfactory to the applicable Issuing Lender;

(ii) if

the reallocation described in clause (i) above cannot, or can only partially, be effected as a result of the limitations set forth therein,

the Borrower shall within five Business Days following notice by the Administrative Agent, either (x) cash collateralize such Defaulting

Lender’s participating interest in the L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above)

or (y) backstop such Defaulting Lender’s participating interest in the L/C Obligations (after giving effect to any partial reallocation

pursuant to clause (i) above) with a letter of credit reasonably satisfactory to the applicable Issuing Lender, in each case, for so long

as such L/C Obligations are outstanding;

(iii) if

the Borrower cash collateralizes or backstops any portion of such Defaulting Lender’s L/C Obligations pursuant to this paragraph

(a), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3 with respect to such Defaulting

Lender’s L/C Obligations during the period such Defaulting Lender’s L/C Obligations are cash collateralized or backstopped;

(iv) if

the L/C Obligations attributable to the Defaulting Lenders that are Revolving Lenders is reallocated pursuant to this paragraph (a), then

the fees payable to the Lenders pursuant to Sections 2.8 and 3.3 shall be adjusted in accordance with the non-Defaulting Lenders’

respective Revolving Percentages;

(v) if

any Defaulting Lender’s participating interest in L/C Obligations is neither cash collateralized, backstopped nor reallocated pursuant

to this paragraph (a), then, without prejudice to any rights or remedies of the Issuing Lenders or any Lender hereunder, all letter of

credit fees payable under Section 3.3 with respect to such Defaulting Lender’s participating interest in all L/C Obligations shall

be payable to the applicable Issuing Lenders until such participating interest in all L/C Obligations is backstopped, cash collateralized

and/or reallocated;

(vi) any

subsequent request for issuance, amendment or increase of any Letter of Credit shall be subject to reallocating or cash collateralizing

the relating L/C Obligations attributable to any Defaulting Lender that is a Revolving Lender in the manner described above; and

(vii) in

the event a Revolving Lender ceases to be a Defaulting Lender, all outstanding L/C Obligations shall be immediately reallocated ratably

to the Revolving Lenders under the applicable Revolving Facility who

are not Defaulting Lenders and any cash collateral posted in respect of such Lender’s participating interest shall be returned to

the Borrower and any letter of credit issued to backstop such Lender’s participating interest shall be terminated, cancelled or

returned to the Borrower for cancellation, in each case, within three Business Days.

Subject to Section 10.19, no reallocation

hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender

having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased

exposure following such reallocation.

(d) if

any Swingline Loans are outstanding at the time a Lender is a Defaulting Lender, the Borrower shall within five Business Days following

notice by the Administrative Agent prepay such Swingline Loans or, if agreed by the Swingline Lenders, cash collateralize the participating

interests in the Swingline Loans of the Defaulting Lender on terms reasonably satisfactory to the Swingline Lenders; and

(e) following

the notice by the Administrative Agent to the Borrower pursuant to clauses (c) or (d) above, no Swingline Lender shall be required to

fund any Swingline Loan and no Issuing Lender shall be required to issue or increase any Letter of Credit unless it is reasonably satisfied

that the reallocation and cash collateral requirements described in clauses (c) and (d) above shall be provided for.

In the event that the Administrative

Agent, the Borrower, each Swingline Lender and each Issuing Lender each agrees that a Defaulting Lender has adequately remedied all matters

that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and L/C Obligations of the Lenders shall be readjusted

to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving

Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such

Lender to hold such Revolving Loans in accordance with its Revolving Percentage.

2.26 Extension

of the Facilities.

(a) Notwithstanding

anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time

to time by the Borrower to all Lenders under any Facility holding Term Loans or Revolving Commitments with a like maturity date, on a

pro rata basis (based on the aggregate Term Loans or Revolving Commitments with a like maturity date) and on the same terms to each such

Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained

in such Extension Offers to extend the maturity date of each such Lender’s Term Loan or Revolving Commitment and otherwise modify

the terms of such Term Loans or Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation,

by increasing or decreasing the interest rate or fees payable in respect of such Term Loans or Revolving Commitments (and related outstandings))

(each, an “Extension”, and each group of Term Loans or Revolving Commitments, as so extended, as well as the original

Term Loans or Revolving Commitments not so extended, being a “tranche”; any Extended Credits shall constitute a separate tranche

of Term Loans or Revolving Commitments from the tranche of Term Loans or Revolving Commitments from which they were converted), so long

as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering

document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity and related

provisions including call protection (which shall be set forth in the relevant Extension Offer), the Term Loan or Revolving Commitment

of any Lender that agrees to an Extension with respect to such Term Loan or Revolving Commitment extended pursuant to an Extension (an

“Extended Credit”), and the related outstandings, shall be a Term Loan or Revolving Commitment (or related outstandings,

as the case may be) with the same terms as the original Term Loan or Revolving Commitments (and related outstandings) from which they

were converted; provided that (1) in the event that the interest rate margins for the Loans made pursuant to any Extended Credit

(each, an “Extended Loan”) having a maturity within twelve months of the maturity date of the Term Loan or Revolving

Commitment being extended is higher than the

interest rate margins for the Loans that are being extended, then the interest rate margining for the Loans that are not being extended

shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins of such Extended

Loans incurred pursuant to such Extension (provided that, in determining the interest rate margins applicable to the Extended Loans

or the Loans, (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID, with OID being equated to interest rates

in a manner determined by the Administrative Agent based on a four-year maturity) paid to all Lenders in respect of the Extended Loans

or the Loans, as applicable, shall be included, and (y) customary arrangement or commitment fees payable to one or more arrangers (or

their affiliates) in connection with such Extension shall be excluded), (2) in the case of Extensions of Revolving Commitments (“Extended

Commitments”, the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments

(and related outstandings), (B) repayments required upon the maturity date of the non-extending Commitments and (C) repayment made in

connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the applicable

Extension date shall be made on a pro rata basis with all other Revolving Commitments, (3) in the case of Extended Commitments, the repayment

of Loans with respect to, and termination of, Extended Commitments after the applicable Extension date shall be made on a pro rata basis

with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any

such tranche on a greater than a pro rata basis as compared to any other tranche with a later maturity date than such tranche and (4)

assignments and participations of Extended Credits and the related outstandings shall be governed by the same assignment and participation

provisions applicable to Revolving Commitments and Revolving Loans and (5) at no time shall there be Revolving Commitments hereunder (including

Extended Commitments and any original Revolving Commitments) which have more than three different maturity dates, (iii) if the aggregate

principal amount of Term Loans or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall

exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as the case may be, offered to be extended by the

Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments (and the related outstandings) of such Lenders

shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record)

with respect to which such Lenders have accepted such Extension Offer, (iv) if the aggregate principal amount of Term Loans or Revolving

Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall be less than the maximum aggregate principal

amount of Term Loans or Revolving Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer,

then the Borrower may require each Lender that does not accept such Extension Offer to assign pursuant to Section 10.6 its pro rata share

of the outstanding Loans, Revolving Commitments and/or participations in Letters of Credit (as applicable) offered to be extended pursuant

to such Extension Offer to one or more assignees which have agreed to such assignment and to extend the applicable maturity date; provided

that (1) each Lender that does not respond affirmatively within thirty (30) days of the date the offering document in respect of an Extension

Offer is delivered to the Lenders shall be deemed not to have accepted such Extension Offer, (2) each assigning Lender shall have received

payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements, accrued interest thereon,

accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued

interest and fees) or the Borrower (in the case of all other amounts), (3) the processing and recordation fee specified in Section 10.6(b)

shall be paid by the Borrower or such assignee and (4) the assigning Lender shall continue to be entitled to the rights under Section

10.5 for any period prior to the effectiveness of such assignment, (v) all documentation in respect of such Extension shall be consistent

with the foregoing and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

(b) With

respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or

mandatory payments or prepayments for

purposes of Section 2.10 or Section 2.11 and

(ii) each Extension Offer shall specify the minimum amount of Term Loans or Revolving Commitments to be tendered, which shall be a minimum

amount approved by the Administrative Agent (a “Minimum Extension Condition”); provided that the Borrower may

waive the Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this

Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such

terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including,

without limitation, Sections 2.9, 2.10, 2.11, 2.17 and 10.7) or any other Loan Document that may otherwise prohibit any such Extension

or any other transaction contemplated by this Section.

consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent

of any Lender shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with

respect to one or more of its Revolving Commitments or Term Loans (or a portion thereof) (or, in the case of an Extension pursuant to

clause (iv) of Section 2.26(a), the consent of the assignee agreeing to the assignment of one or more Revolving Commitments or Term Loans,

the Revolving Loans or Term Loans and/or participations in Letters of Credit) and (B) in the case of Extended Commitments, the consent

of each Issuing Lender, which consent shall not be unreasonably withheld or delayed. All Extended Commitments and all obligations in respect

thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu

basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize

the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary

in order to establish new tranches or sub-tranches in respect of Revolving Commitments and Term Loans so extended and such technical amendments

as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment

of such new tranches or sub-tranches, in each case on terms consistent with this Section. In addition, if so provided in such amendment

and with the consent of the Issuing Lenders, participations in Letters of Credit expiring on or after the Revolving Termination Date with

respect to Revolving Commitments not so extended shall be re-allocated from Lenders holding Revolving Commitments to Lenders holding Revolving

Commitments extended pursuant to such amendment in accordance with the terms of such amendment; provided, however, that

such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation

interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission

applicable thereto) shall be adjusted accordingly.

(d) In

connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period

as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation,

regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder

after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to

accomplish the purposes of this Section.

2.27 Restatement

Date Transactions. It is understood and agreed that the Revolving Facility (as defined in this Agreement)

is on the Restatement Effective Date) was a

Refinancing Revolving Facility in respect of the Revolving Facility (as defined in the Existing Credit Agreement).

2.28 Ancillary

Letter of Credit Facilities. .

(a) The Borrower

or a Subsidiary Borrower may enter into one or more Ancillary Letter of Credit Facilities with an Ancillary Letter of Credit Issuing Lender

at any time subject to compliance with the requirements set forth in this Section 2.28.

(b) The Borrower

shall deliver to the Administrative Agent:

(i) not

later than five Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary

Letter of Credit Facility is proposed to be made available, a notice in writing specifying:

(A) the Borrower

to which extensions of credit will be made available thereunder;

(B) the first

Business Day on which such Ancillary Letter of Credit Facility shall be made and the expiration date of such Ancillary Letter of Credit

Facility (which shall be no later than the date that is twelve months prior to the Revolving Termination Date);

of the Ancillary Letter of Credit Issuing Lender(s); and

(D) the amount

and currency of the Ancillary Letter of Credit Facility Commitment with respect to such Ancillary Letter of Credit Facility;

(ii) promptly

following any request by the Administrative Agent, a copy of the Ancillary Letter of Credit Facility Documents with respect to such Ancillary

Letter of Credit Facility; and

(iii) promptly

following any request by the Administrative Agent, such other information that the Administrative Agent may reasonably request in connection

with such Ancillary Letter of Credit Facility.

To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Letter of Credit

Issuing Lender and such Ancillary Letter of Credit Issuing Lender is an Affiliate of a Revolving Lender and not a party thereto, the relevant

Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan

Document.

(iii)

Each Ancillary Letter of Credit Issuing Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for

purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and

indemnities set forth herein (including those set forth in Section 9) with respect to its role as agent under the Loan Documents

for such Ancillary Letter of Credit Issuing Lender.

(d) The

terms and conditions of any Ancillary Letter of Credit Facility shall be as agreed by the applicable Ancillary Letter of Credit Issuing

Lenders and the Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to

be made only to the Borrowers and (ii) provide that any letter of credit issued under such Ancillary Letter of Credit Facility shall have

an expiration date that is not later than the date that is twelve months prior to the 2031

Revolving Termination Date.

(e) If

an Ancillary Letter of Credit Facility expires in accordance with its terms, the Ancillary Letter of Credit Facility Commitment of the

Ancillary Letter of Credit Issuing Lender shall be reduced to zero.

(f) Notwithstanding

any other provision hereunder to the contrary, no Ancillary Letter of Credit Facility Document is or shall be a Loan Document.

SECTION

3. LETTERS OF CREDIT

3.1 L/C

Commitment.

(a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance

on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit and, in the sole

discretion of the applicable Issuing Lender, bank guarantees or other local equivalent instruments similar to standby letters of credit

(collectively, “Letters of Credit”) providing for the payment of cash upon the honoring of a presentation thereunder,

for the account of the Borrower or any Subsidiary Borrower for the support of its or its Subsidiaries’ obligations on any Business

Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that

such Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the Dollar Equivalent of the then

outstanding L/C Obligations of such Issuing Lender would exceed such Issuing Lender’s L/C Commitment then in effect, (ii) the outstanding

principal amount of any Lender’s Revolving Extensions of Credit shall exceed the amount of such Lender’s Revolving Commitment

or (iii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated

in Dollars or an Optional Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and

(y) the date that is five Business Days prior to the Revolving Termination Date (the “Letter of Credit Expiration Date”),

provided that any Letter of Credit with a one-year term may provide for the automatic extension or extension thereof for additional

one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each request by the Borrower or any

Subsidiary Borrower for the issuance of or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower or any

Subsidiary Borrower that the Letter of Credit or amendment so requested complies with the conditions set forth in the proviso to the preceding

sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s or Subsidiary Borrower’s

ability to obtain Letters of Credit shall be fully revolving, and accordingly, the Borrower or Subsidiary Borrower may, during the foregoing

period, obtain Letter of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower

so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has

automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension

Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with

the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension

Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise

directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension.

Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing

Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date;

provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined

that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended)

under the terms hereof (by reason of the provisions of clause (y) of Section 3.1(a) or Section 3.1(b)), or (B) it has received notice

(which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from

the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any

Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such

case directing the Issuing Lender not to permit such extension. Each Issuing Lender at its option may issue any Letter of Credit by causing

any domestic or foreign branch or Affiliate

of such Issuing Lender to issue such Letter

of Credit; provided that any exercise of such option shall not affect the obligations of the Borrower, any Subsidiary Borrower

or any L/C Participant in respect of such Letter of Credit under the terms of this Agreement. For

the avoidance of doubt, a Letter of Credit may be issued under the 2028 Revolving Facility or the 2031 Revolving Facility, at the applicable

Borrower’s or Subsidiary Borrower’s election, and each applicable defined term used herein in relation to a Letter of Credit

shall be as defined with respect to the Revolving Facility

under which such Letter of Credit was issued as the context

requires (including, without limitation, “Available Revolving Commitments”, “Revolving Commitment”, “Revolving

Commitment Period”, “Revolving Extensions of Credit”, “Revolving Percentage” and “Revolving Termination

Date”).

(b) No

Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause such Issuing

Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of

any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of

Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law)

from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from,

the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect

to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder)

not in effect on the Restatement Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which

was not applicable on the Restatement Effective Date and which the Issuing Lender in good faith deems material to it, (iii) the issuance

of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally or (iv) such

Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency.

otherwise expressly agreed by the Issuing Lender and the Borrower or Subsidiary Borrower, as applicable, when a Letter of Credit is issued,

the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the Issuing Lender shall not be responsible

to the Borrower or Subsidiary Borrower for, and the Issuing Lender’s rights and remedies against the Borrower shall not be impaired

by, any action or inaction of the Issuing Lender required or permitted under any law, order, or practice that is required or permitted

to be applied to any Letter of Credit or this Agreement, including the Requirement of Law or any order of a jurisdiction where the Issuing

Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements,

or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services

Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such

law or practice.

3.2 Procedure

for Issuance of Letter of Credit. The Borrower or any Subsidiary Borrower may from time to time request that any Issuing Lender issue

or amend a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein (or

transmit by electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the respective

Issuing Lender) an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates,

documents and other papers and information as such Issuing Lender may request;

provided that each Application shall specify whether the Letter of Credit is being issued under the 2028 Revolving Facility or the 2031

Revolving Facility. Upon receipt of any Application, the relevant Issuing Lender will process such Application and the certificates,

documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall

promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit

earlier than three Business Days after its

receipt of the Application therefor and all

such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit

to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lender and the Borrower or relevant Subsidiary Borrower.

The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower or relevant Subsidiary Borrower promptly following

the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish

to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof and

whether the Letter of Credit is being issued under the 2028 Revolving Facility or the 2031 Revolving Facility).

3.3 Fees

and Other Charges.

(a) The Borrower will pay a fee on the Dollar Equivalent (as determined by the

Administrative Agent in accordance with the definition thereof) of all outstanding Letters of Credit issued for the account of the Borrower

and any relevant Subsidiary Borrower at a per annum rate equal to the Applicable Margin then in effect with respect to Term Benchmark

Loans under the applicable Revolving Facility, which fee shall

be payable to the Administrative Agent for the account of the Revolving Lenders under

the applicable Revolving Facility, shared ratably among the Revolving Lenders under

the applicable Revolving Facility, and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition,

the Borrower shall pay a fronting fee in an amount to be agreed with the relevant Issuing Lender (but, in any event, not greater than

of 0.125% per annum) on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for the account of the

Borrower or any relevant Subsidiary Borrower, payable quarterly in arrears to the relevant Issuing Lender on each Fee Payment Date after

the issuance date.

(b)

In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses

as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering

any Letter of Credit.

3.4 L/C

Participations.

(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each

L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and

purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s

own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations

and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C

Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed

in full by the Borrower or relevant Subsidiary Borrower in accordance with the terms of this Agreement (“Unreimbursed Amounts”),

such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein

an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so

reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by

any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against

any Issuing Lender, the Borrower, any Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance

of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change

in the condition (financial or otherwise) of the Borrower or any Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan

Document by the Borrower, any Subsidiary Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening

or event whatsoever, whether or not similar to any of the foregoing.

(b) If

any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed

portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days

after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of

(i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment

is required to the date on which such payment is immediately available to the relevant Issuing Lender, times (iii) a fraction the numerator

of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid

by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within

three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on

demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the applicable

Revolving Facility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts

owing under this Section shall be conclusive in the absence of manifest error.

at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro

rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit

(whether directly from the Borrower or relevant Subsidiary Borrower or otherwise, including proceeds of collateral applied thereto by

such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro

rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall

be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously

distributed by such Issuing Lender to it.

3.5 Reimbursement

Obligation of the Borrower. If any draft is paid under any Letter of Credit, the Borrower or relevant Subsidiary Borrower shall reimburse

the relevant Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred

by such Issuing Lender in connection with such payment, not later than 1:00 P.M., New York City time, on (i) the Business Day that the

Borrower or relevant Subsidiary Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New

York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower or relevant

Subsidiary Borrower receives such notice. Each such payment shall be made to the relevant Issuing Lender at its address for notices referred

to herein in Dollars or in any other applicable currency and in immediately available funds. The relevant Issuing Lender (at its option)

may require reimbursement in Dollars even if the draft so paid was in any other applicable currency. Interest shall be payable on any

such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day

next succeeding the date of the relevant notice, Section 2.14(c) and (y) thereafter, Section 2.14(d).

3.6 Obligations

Absolute. The obligations of the Borrower and any relevant Subsidiary Borrower under this Section 3 shall be absolute and unconditional

under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower or such Subsidiary

Borrower, as the case may be, may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person.

The Borrower and each relevant Subsidiary Borrower also agrees with each Issuing Lender that such Issuing Lender shall not be responsible

for, and the Reimbursement Obligations under Section 3.5 of the Borrower and any relevant Subsidiary Borrower shall not be affected by,

among other things, (i) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact

prove to be invalid, fraudulent or forged, (ii) any dispute between or among the Borrower or such Subsidiary Borrower, as the case may

be, and

any beneficiary of any Letter of Credit or

any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower or such Subsidiary, as the

case may be, against any beneficiary of such Letter of Credit or any such transferee, (iii) any lack of validity or enforceability of

such Letter of Credit, this Agreement, or any other Loan document, (iv) waiver by the Issuing Lender of any requirement that exists for

the Issuing Lender’s protection and not the protection of the Borrower or Subsidiary Borrower or any waiver by the Issuing Lender

which does not in fact materially prejudice the Borrower or Subsidiary Borrower, (v) honor of a demand for payment presented electronically

even if such Letter of Credit requires that demand be in the form of a draft, (vi) any payment made by the Issuing Lender in respect of

an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received

under, such Letter of Credit if presentation after such date is authorized by the UCC, the ISP, or the UCP as applicable, (vii) any payment

by the Issuing Lender under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the

terms of such Letter of Credit, or any payment made by the Issuing Lender under such Letter of Credit to any person purporting to be a

trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative or successor

to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any debtor

relief law, (viii) any adverse change in the relevant exchange rates or in the availability of the relevant alternative currency to the

Borrower or Subsidiary Borrower or in the relevant currency markets generally or (ix) any other circumstance or happening whatsoever,

whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to,

or a discharge of, the Borrower or any Subsidiary Borrower. The Borrower or Subsidiary Borrower shall promptly examine a copy of each

Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s

instructions or other irregularity, the Borrowers will immediately notify the Issuing Lender. The Borrower and Subsidiary Borrowers shall

be conclusively deemed to have waived any such claim against the Issuing Lender and its correspondents unless such notice is given as

aforesaid. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any

message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable

decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender.

The Borrower and each relevant Subsidiary Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection

with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall

be binding on the Borrower or such Subsidiary Borrower and shall not result in any liability of such Issuing Lender to the Borrower or

such Subsidiary Borrower.

3.7 Letter

of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing Lender shall, within

the period stipulated by terms and conditions of such Letter of Credit, examine the draft to determine if it complies with the terms and

conditions of such Letter of Credit. After such examination the Issuing Lender shall promptly notify the Borrower or relevant Subsidiary

Borrower of the date and amount of such draft. The responsibility of the relevant Issuing Lender to the Borrower or relevant Subsidiary

Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly

provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter

of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

3.8 Applications.

To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section

3, the provisions of this Section 3 shall apply.

3.9 Existing

Letters of Credit. On and as of the SeventhEleventh

Amendment Effective Date, the letters

of credit set forth on Schedule 3.9Letters of Credit issued

under this Agreement as in effect immediately prior to the Eleventh Amendment Effective Date (the “Existing Letters

of Credit”) will constitute Letters of Credit under this Agreementthe

2031 Revolving Facility and for the purposes hereof will be deemed to have been issued for the account of the Borrower under

the 2031 Revolving Facility on the SeventhEleventh

Amendment Effective Date.

3.10 Letters

of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any

obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,”

“customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any

rights of the applicable Issuing Lender (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect

of such Letter of Credit, the Borrower or Subsidiary Borrower, as applicable, (i) shall reimburse, indemnify and compensate the applicable

Issuing Lender hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit

had been issued solely for the account of the Borrower or such Subsidiary Borrower, as applicable, and (ii) irrevocably waives any and

all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect

of such Letter of Credit. The Borrower and each Subsidiary Borrower hereby acknowledge that the issuance of such Letters of Credit for

its Subsidiaries inures to the benefit of the Borrower or such Subsidiary Borrower, as applicable, and that the Borrower’s or such

Subsidiary Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

SECTION

4. REPRESENTATIONS AND WARRANTIES

To induce the Administrative

Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, ABG, Holdings

and the Borrower hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that:

4.1 Financial

Condition.

(a) [Reserved.]

(b) The

audited consolidated balance sheets of ABG as at December 31, 2020 and the audited consolidated balance sheets of the Borrower as at December

31, 2019 and December 31, 2018, and the related consolidated statements of income and of cash flows for the fiscal years ended on such

dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte

& Touche LLP, present fairly the consolidated financial condition of ABG and the Borrower, respectively, as at such date, and the

consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial

statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout

the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member (other than

ABG) has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign

currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial

statements referred to in this paragraph, as of the date of such financial statements.

4.2 No

Change. Since December 31, 2020, there has been no development or event that has had or could reasonably be expected to have a Material

Adverse Effect.

4.3 Existence;

Compliance with Law. Each Group Member (a) is duly organized, validly existing and to the extent relevant in such jurisdiction, in

good standing under the laws of the jurisdiction of its organization, except where (other than the Borrower) the failure to be so organized,

existing or in good standing could not reasonably be expected to have a Material Adverse Effect, (b) has the power and authority, and

the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it

is currently engaged, except where failure to have such power, authority and legal right could not reasonably be expected to have a Material

Adverse Effect, (c) is duly qualified as a foreign corporation or other organization and in good standing or has applied for authority

to operate as a foreign corporation under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct

of its business requires such qualification and where a failure to be in good standing as a foreign corporation would have a Material

Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not,

in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.4 Power;

Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform

the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party

has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is

a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent

or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required

in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this

Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents,

authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section

4.17. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes,

and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable

against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles

(whether enforcement is sought by proceedings in equity or at law).

4.5 No

Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit,

the borrowings hereunder and the use of the proceeds thereof will not violate any material Requirement of Law or any material Contractual

Obligation of any Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties

or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents).

No Requirement of Law or Contractual Obligation applicable to the Borrower or any of its Subsidiaries could reasonably be expected to

have a Material Adverse Effect.

4.6 Litigation.

Except as disclosed by the Borrower to the Lenders in writing at least three Business Days prior to the Restatement Effective Date, there

shall not exist any action, investigation, litigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court

or before any arbitrator or Governmental Authority that would have a Material Adverse Effect.

4.7 No

Default. No Group Member is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably

be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

4.8 Ownership

of Property; Liens. Each Group Member has title in fee simple to, or a valid leasehold interest in, all its real property (except

as could not reasonably be expected to have a Material Adverse Effect) and none of such property is subject to any Lien except a Permitted

Lien.

4.9 Intellectual

Property. Each Group Member owns, or is licensed to use, to its knowledge, all material Intellectual Property necessary for the conduct

of its business as currently conducted. Except as set forth on Schedule 4.9, to each Group Member’s knowledge, no claim has been

asserted and is pending against such Group Member by any Person challenging or questioning the use of any Intellectual Property or the

validity or effectiveness of any Intellectual Property, nor does ABG, Holdings or the Borrower know of any valid basis for any such claim

that if adversely determined could have a material adverse effect on the value of any material Intellectual Property owned by such Group

Member. Subject to the foregoing sentence, the use of Intellectual Property by each Group Member does not infringe, to its knowledge,

on the rights of any Person in any material respect.

4.10 Taxes.

Each Group Member has filed or caused to be filed all federal, state and local income and other material tax returns that are required

to be filed by it and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its

property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any

amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves

in conformity with GAAP have been provided on the books of the relevant Group Member or to the extent that failure to do so could not

reasonably be expected to result in a Material Adverse Effect) or with respect to which the failure to have filed such tax returns or

have paid such taxes would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.11 Federal

Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used (a) for “buying”

or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U

as now and from time to time hereafter in effect for any purpose that violates the provisions of the Regulations of the Board or (b) for

any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the

Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements

of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

4.12 ERISA.

Neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (within the meaning of Section 412

of the Code or Section 302 of ERISA) applicable to each Plan (whether or not waived) has occurred during the five-year period prior

to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects

with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, no Lien in favor of the

PBGC or a Plan has arisen and no determination has been made that a Plan is, or is expected to be, “at risk” (within the meaning

of Section 430 of the Code or Section 303 of ERISA), during such five-year period; (c) the present value of all accrued benefits under

each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to

the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits

by a material amount; (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer

Plan that has resulted or could reasonably be expected to result in a liability under ERISA, and neither the Borrower nor any Commonly

Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were

to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation

is made or deemed made; and (e) no such Multiemployer Plan is in

“endangered” or “critical”

status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or Insolvent, except where, in each of clauses (a) through

(e), such event or condition, together with all other events or conditions, could not reasonably be expected to have a Material Adverse

Effect.

4.13 Investment

Company Act; Other Regulations. No Loan Party is an “investment company”, or a company “controlled” by an

“investment company”, within the meaning of the Investment Company Act of 1940, as amended.

4.14 Subsidiaries.

(a) As of the Third Restatement Effective Date, Schedule 4.14 sets forth the name and jurisdiction of organization of each Subsidiary

and, (i) as to each such Subsidiary (other than WTH Funding LP), the percentage of each class of Capital Stock owned by any Loan Party

and (ii) in the case of WTH Funding LP, the names of the partners of such partnership and to the extent that the partners of such partnership

are Subsidiaries, the percentage of Capital Stock of such Subsidiaries owned by any Loan Party and (b) as of the Restatement Effective

Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options

granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower

or any Subsidiary (other than WTH Funding LP), except as created by the Loan Documents.

4.15 Use

of Proceeds. The proceeds of the Revolving Loans and the Swingline Loans and the Letters of Credit, shall be used to finance the working

capital needs and general corporate purposes of the Borrower and its Subsidiaries, including Investments, Restricted Payments and capital

expenditures permitted under this Agreement; provided the proceeds of the Revolving Loans may not be used (w)

to repay any Indebtedness outstanding under any Ancillary Letter of Credit Facility Document,

(x) to purchase or repurchase the common stock or equity of any Parent, (y) to repay any Indebtedness outstanding under any Supply Chain

Finance Document or (z) to purchase or repurchase bond Indebtedness of any Group Member available in the open market. The proceeds

of the Tranche B Term Loans made on the Tenth Amendment Effective Date shall be used only (i) to repay in full the outstanding principal

amount of the Existing Tranche B Term Loans, together with any accrued interest and other amounts owing in respect thereof and (ii) to

pay related costs and expenses. The proceeds of the Tranche C Term Loans made on the Sixth Amendment Effective Date shall be used only

(i) to repay in full, together with the Tranche C Term Loan Prepayment (as defined in the Sixth Amendment), the outstanding principal

amount of the Existing Tranche C Term Loans, together with any accrued interest and other amounts owing in respect thereof and (ii) to

pay related costs and expenses. The proceeds of the Tranche A Term Loans made on the Ninth Amendment Effective Date shall be used only

(i) to finance the upcoming fleet rotation and for general corporate purposes of the Borrower and its Subsidiaries and (ii) to pay related

costs and expenses.

4.16 Accuracy

of Information, etc. No statement or information (other than the projections and pro forma financial information) contained in this

Agreement, any other Loan Document, the Lender Presentation or any other document, certificate or statement furnished by or on behalf

of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated

by this Agreement or the other Loan Documents taken as a whole, contained as of the date such statement, information, document or certificate

was so furnished (or, in the case of the Lender Presentation, as of the date of this Agreement), any untrue statement of a material fact

or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro

forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed

by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as

it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial

information may differ from the projected results set forth therein by a material amount. As of

the Restatement Effective Date there is no

fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed

herein, in the other Loan Documents, in the Lender Presentation or in any other documents, certificates and statements furnished to the

Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

4.17 Security

Documents. The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of

the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral

described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement,

when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral

described in the Guarantee and Collateral Agreement (as amended, supplemented and otherwise modified as of the Restatement Effective Date),

when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17

to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall

constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties (other than ABG) in

such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under

the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other

than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens). As of the Restatement

Effective Date, neither the Borrower nor any of its Subsidiaries holds any parcel of owned real property, other than the properties listed

in Part II of Schedule 1.1F, located in the United States having a value, in the reasonable opinion of the Borrower, in excess of $10,000,000.

4.18 Anti-Corruption

Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by

the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable

Sanctions, and the Borrower, its Subsidiaries and their respective officers and directors and to the knowledge of the Borrower its employees

and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged

in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. None of the Borrower,

any Subsidiary or any of their respective directors, officers or, to the

knowledge of the Borrower, employees is a Sanctioned Person. No borrowing or Letter of Credit or use of proceeds will directly

or, knowingly, indirectly violate Anti-Corruption Laws or applicable Sanctions applicable

to any party hereto.

4.19 Flood

Insurance. The Borrower represents and warrants that prior to the date hereof, Borrower has delivered to the Administrative Agent

a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination (together with notices

about special flood hazard area status and flood disaster assistance relating thereto, duly executed by the Borrower) with respect to

each portion of the Mortgaged Properties.

4.20 Affected

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

SECTION

5. CONDITIONS PRECEDENT

5.1 Amendment

and Restatement Effective Date. The amendment and restatement of the Existing Credit Agreement provided for hereby and the agreement

of each Revolving Lender to make the initial extension of credit (if any) requested to be made by it on the Restatement Effective Date

100

is subject to the satisfaction, prior to or

concurrently with the amendment and restatement of the Existing Credit Agreement and the making of such extension of credit (if any) on

the Restatement Effective Date, of each of the following conditions precedent (unless such condition precedent shall have been waived

in accordance with Section 10.1):

(a) Credit

Agreement; Guarantee and Collateral Agreement Acknowledgement; Parent Guarantee. The Administrative Agent shall have received (i) this

Agreement, executed and delivered by the Administrative Agent, ABG, Holdings, the Borrower, the Required Lenders and each Revolving Lender,

(ii) the Guarantee and Collateral Agreement substantially in the form attached hereto as Exhibit H, executed and delivered by each Loan

Party (other than ABG) and (iii) a Guarantee Acknowledgement substantially in the form attached hereto as Exhibit I, executed and delivered

by ABG.

(b) Financial

Statements. The Lenders shall have received (i) the Consolidated Financial Statements and (ii) unaudited interim consolidated financial

statements of the Borrower for each fiscal quarter ended more than 55 days before the Restatement Effective Date and after the date of

the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are

available, and such financial statements shall not, in the reasonable judgment of the Lenders, reflect any material inconsistency with

the financial statements or projections previously delivered to the Lenders in connection with the syndication of the Revolving Facility

(as defined in this Agreement on the Restatement Effective Date),

except as a result of changes thereto required by GAAP.

(d) Approvals.

All material governmental and third party approvals necessary in connection with the continuing operations of the Group Members and the

financing contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have

expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse

conditions the financing contemplated hereby.

(e) Lien

Searches. The Administrative Agent shall have received the results of a recent lien search in each jurisdiction where the Loan Parties

(other than ABG) have their chief executive office or are organized, and such search shall reveal no Liens on any of the assets of the

Loan Parties (other than ABG) except for Liens permitted by Section 7.3, Liens discharged on or prior to the Restatement Effective Date

or Liens for which termination arrangements have been made pursuant to documentation and on terms satisfactory to the Administrative Agent.

(f) Payments

as of the Restatement Effective Date.

(i) The

Borrower shall have prepaid all Revolving Loans outstanding under (and as defined in) the Existing Credit Agreement (and all accrued and

unpaid interest thereon) and all accrued and unpaid commitment fees and letter of credit fees under the Existing Credit Agreement, accrued

to (but not including) the Restatement Effective Date.

(ii) The

Lenders, the Joint Lead Arrangers and the Administrative Agent shall have received all fees required to be paid, and all expenses for

which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Restatement Effective

Date.

101

(g) Closing

Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i)

a certificate of each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions

and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority

of the jurisdiction of organization of such Loan Party or confirmation that the most recently delivered certified certificate of incorporation

has not been amended or modified, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

(h) Legal

Opinions. The Administrative Agent shall have received the executed legal opinion of Kirkland & Ellis LLP, counsel to the Borrower

and its Subsidiaries, substantially in the form of Exhibit E.

(i) Solvency

Certificate. The Administrative Agent shall have received a satisfactory solvency certificate from a Responsible Officer that shall

document the solvency of the Borrower and its Subsidiaries after giving effect to the financing contemplated hereby.

(j) Officer’s

Certificate. The Lenders shall have received a certificate from a Responsible Officer documenting the Borrower’s compliance

with the conditions set forth in paragraphs (a) and (b) of Section 5.2 after giving effect to the financing contemplated hereby.

(k) PATRIOT

Act. (i) The Administrative Agent shall have received, at least five days prior to the Restatement Effective Date, to the extent reasonably

requested by the Administrative Agent (or by any Lender through the Administrative Agent) from the Borrower at least ten days prior to

the Restatement Effective Date, all documentation and other information about the Loan Parties required by regulatory authorities under

applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (ii) to the

extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior

to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement

Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification

(provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this

clause (ii) shall be deemed to be satisfied).

5.2 Conditions

to Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it on any date (including

its initial extension of credit, but excluding any extension of credit under any Incremental Loan Commitments implemented to finance a

Permitted Acquisition) is subject to the satisfaction of the following conditions precedent:

(a) Representations

and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true

and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and

as of such date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier

date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date).

(b) No

Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions

of credit requested to be made on such date.

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of Credit to a Subsidiary Borrower. The representations and warranties contained in Sections 4.3, 4.4 and 4.5 as to any Subsidiary

Borrower to which an extension of credit is to be made shall be true and correct in all material respects (and in all respects if any

such representation and warranty is qualified by materiality) on and as of such date as if made on and as of such date, except to the

extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall

be true and correct in all material respects on and as of such earlier date).

Each borrowing by and each issuance, amendment,

renewal or extension of a Letter of Credit on behalf of the Borrower or any Subsidiary Borrower hereunder shall constitute a representation

and warranty by the Borrower, or such Subsidiary Borrower, as applicable, as of the date of such extension of credit that the conditions

contained in this Section 5.2 have been satisfied.

SECTION

6. AFFIRMATIVE COVENANTS

Holdings and the Borrower

hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any

Loan or other amount is owing to any Lender or the Administrative Agent hereunder, each of Holdings and the Borrower shall and shall cause

each of its Subsidiaries to:

6.1 Financial

Statements. Furnish to the Administrative Agent (and the Administrative Agent shall furnish to each Lender):

(a) as

soon as available, but in any event within 100 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated

balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements

of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported

on without a “going concern” qualification or exception (other than any such exception or explanatory paragraph (x) with respect

to, or resulting from, an upcoming maturity date under the Facilities that is scheduled to occur within one year from the time such report

is delivered and/or (y) any potential inability to satisfy the financial covenant set forth in Section 7.1 of this Agreement on a future

date or in a future period), or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent

certified public accountants of nationally recognized standing; and

(b) as

soon as available, but in any event not later than 55 days after the end of each of the first three quarterly periods of each fiscal year

of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter

and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through

the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible

Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments).

All such financial statements shall be complete

and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved

by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected

therein and with prior periods and shall be deemed to have been delivered on the date on which such information has been posted on the

Borrower’s website at www.avisbudgetgroup.com, at www.sec.gov or at such other website identified in writing by the Borrower to

the Administrative Agent and accessible by the Lenders without charge; provided that the Borrower shall deliver paper copies of

such financial statements to the Administrative Agent or any Lender who requests the Borrower to deliver

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such paper copies until written notice to cease

delivering paper copies is given by the Administrative Agent or such Lender. The Borrower will be deemed to have satisfied the requirements

of this Section 6.1 if (i) any parent files with the SEC and provides reports, documents and information of the types otherwise so required,

in each case within the applicable time periods specified by the applicable rules and regulations of the SEC, and the Borrower is not

required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving

effect to any exemptive relief) because of the filings by such parent or (ii) following an election by the Borrower pursuant to the definition

of “GAAP”, the applicable financial statements determined in accordance with IFRS.

Each of Holdings and the Borrower represents

and warrants that it and any of its Subsidiaries files its financial statements with the SEC and/or makes its financial statements available

to potential holders of its 144A securities, and, accordingly, each of Holdings and the Borrower hereby (x) authorizes the Administrative

Agent to make the financial statements to be provided under Section 6.1(a) and (b) above, along with the Loan Documents, available to

Public-Siders and (y) agrees that at the time such financial statements are provided hereunder, they shall already have been made available

to holders of its securities. Neither Holdings nor the Borrower will request that any other material be posted to Public-Siders without

expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public

information within the meaning of the federal securities laws (“MNPI”).

6.2 Certificates;

Other Information. Furnish to the Administrative Agent (and the Administrative Agent shall furnish to each Lender) (or, in the case

of clause (d), to the relevant Lender):

(a) concurrently

with the delivery of the financial statements referred to in Section 6.1(a), a letter, written and signed by the independent certified

public accountants reporting on such financial statements describing the scope of such financial statements and certifying that such financial

statements are presented in an accurate manner and in accordance with GAAP;

(b) concurrently

with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to

the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants

and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to

be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default

except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate

containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement

referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and (y) to the extent

not previously disclosed to the Administrative Agent, (1) a description of any change in the jurisdiction of organization of any Loan

Party and the name and jurisdiction of organization of any new Subsidiary and the percentage of each class of Capital Stock owned by any

Loan Party and (2) a list of any Intellectual Property registrations and applications applied for, acquired by or exclusively licensed

to any Loan Party since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report

so delivered, since the Closing Date);

soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a consolidated budget for

the following fiscal year and, as soon as available, significant revisions, if any, of such budget with respect to such fiscal year (the

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“Budget”), which Budget

shall in each case be accompanied by a certificate of a Responsible Officer stating that such Budget is based on reasonable estimates,

information and assumptions and that such Responsible Officer has no reason to believe that such Budget is incorrect or misleading in

any material respect, it being understood that such Budget is based upon good faith estimates and assumptions believed by management of

the Borrower to be reasonable at the time made, and it being recognized by the Lenders that such financial information as it relates to

future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may

differ from Budget by a material amount; and

(d) promptly,

such additional financial and other information as any Lender may from time to time reasonably request.

6.3 Payment

of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, its

obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or

profits or in respect of its property, except where the amount or validity thereof is currently being contested in good faith by appropriate

proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member or

except to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect.

6.4 Maintenance

of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided

that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests

of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal

conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except to the extent that failure to do so could

not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Requirements of Law except to the extent that failure

to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will maintain

in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors,

officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

6.5 Maintenance

of Property; Insurance. (a) Keep all property material to its business in good working order and condition consistent with industry

practices, ordinary wear and tear excepted, except where the failure to do so could not reasonably be expected to have a Material Adverse

Effect, (b) maintain with financially sound and reputable insurance companies insurance on all its material property in amounts and

against such risks (but including in any event, to the extent available on commercially reasonable terms, public liability, product liability

and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business

and (c) if any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency

(or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood

Insurance Laws, then the Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially

sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations

promulgated pursuant to the Flood Insurance Laws, (ii) cooperate with the Administrative Agent and provide information reasonably required

by the Administrative Agent to comply with the Flood Insurance Laws including, without limitation, cooperating with due diligence and

providing evidence of compliance with Flood Insurance Laws in connection with any increase, extension or renewal of any Facility and (iii)

deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent,

including, without limitation, evidence of annual renewals of such insurance.

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6.6 Inspection

of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries

in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities

and (b) permit the Administrative Agent, and after the occurrence and during the continuance of an Event of Default, representatives of

any Lender (in coordination with the Administrative Agent), to visit and inspect any of its properties and examine and make abstracts

from any of its books and records at any reasonable time and upon reasonable advance notice, and to discuss the business, operations,

properties and financial and other condition of the Group Members (including ABG) with officers and employees of the Group Members (including

ABG) and with their independent certified public accountants; provided that a representative of the Loan Parties (including ABG)

shall be permitted to be present for any discussion with independent certified accountants referred to above. Notwithstanding Section

10.5, unless any such visit or inspection is conducted after the occurrence and during the continuance of a Default or Event of Default,

the Borrower shall not be required to pay any costs or expenses incurred by the Administrative Agent, any Lender or Lender’s representative

in connection with such visit or inspection.

6.7 Notices.

Promptly upon obtaining actual knowledge thereof, give notice to the Administrative Agent (and the Administrative Agent shall give notice

to each Lender) of:

(a) the

occurrence of any Default or Event of Default;

(b) any

(i) default or event of default under any Contractual Obligation of any Group Member or (ii) litigation, investigation or proceeding that

may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined,

as the case may be, could reasonably be expected to have a Material Adverse Effect;

(c)

any litigation or proceeding affecting any Group Member (i) in which the amount involved is $50,000,000 or more and not covered by insurance,

(ii) in which injunctive or similar relief is sought or (iii) which relates to any Loan Document;

(d) the

following events, as soon as possible and in any event within 30 days after the Borrower knows or has reason to know thereof: (i) the

occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to, or satisfy the “minimum

funding standard” (as defined in Section 302 of ERISA or Section 412 of the Code) with respect to, a Plan, a determination that

any Plan is, or is reasonably expected to be, “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA),

the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Insolvency of, any Multiemployer Plan

(or any Multiemployer Plan is in “endangered” or “critical” status (within the meaning of Section 432 of the Code

or Section 305 of ERISA)) or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any

Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Insolvency of, any Plan;

(e) any

development or event that has had or could reasonably be expected to have a Material Adverse Effect; and

(f) any

drawing of letter of credit commitments in excess of $5,000,000 under any Ancillary Letter of Credit Facility Document and any notice

of default under any Ancillary Letter of Credit Agreement.

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Each notice pursuant to this Section 6.7 shall

be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action

the relevant Group Member proposes to take with respect thereto.

6.8 Environmental

Laws.

(a) Comply with, and use commercially reasonable efforts to ensure compliance

by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and use commercially

reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, binding

notifications, registrations or permits required by applicable Environmental Laws, except where the failure to do so could not reasonably

be expected to have a Material Adverse Effect.

(b) Conduct

and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental

Laws and promptly comply with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except where

the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.9 Additional

Collateral etc.

(a) With respect to any property constituting Collateral described in the Guarantee

and Collateral Agreement acquired after the Restatement Effective Date by any Loan Party as to which the Administrative Agent, for the

benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments

to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to

the Administrative Agent, for the benefit of the Lenders, a security interest in such property under the laws of the United States and

(ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority

security interest in such property, including filing documents in the United States Patent and Trademark Office and United States Copyright

Office and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral

Agreement or by law or as may be requested by the Administrative Agent subject to the terms of the Guarantee and Collateral Agreement;

provided that the Loan Parties shall not be required to take any such action with respect to any Intellectual Property acquired

after the Restatement Effective Date until the list describing such Intellectual Property is required to be furnished to the Administrative

Agent and each Lender pursuant to Section 6.2(b); provided further that Holdings, the Borrower and its Subsidiaries shall not be

required to take any actions to perfect a security interest in Intellectual Property under foreign local laws.

(b) With

respect to any new Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, an Excluded Person, a Securitization Entity or

any Subsidiary of a Foreign Subsidiary, Excluded Subsidiary or Securitization Entity) created or acquired after the Restatement Effective

Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement

as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected

first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative

Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly

authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral

Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected

first priority security interest in the Collateral described in the Guarantee and Collateral Agreement under the laws of the United States

with respect to such new Subsidiary, including

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the filing of Uniform Commercial Code financing

statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the

Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit

C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative

Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably

satisfactory to the Administrative Agent.

respect to any new Foreign Subsidiary created or acquired after the Restatement Effective Date by any Loan Party (other than by any Foreign

Subsidiary, an Excluded Subsidiary, an Excluded Person or a Securitization Entity), promptly (i) execute and deliver to the Administrative

Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the

Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in a portion of the Capital Stock of

such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding

Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing

such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant

Group Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the

Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the

Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel,

reasonably satisfactory to the Administrative Agent.

(d) With

respect to any fee interest in any real property having a value (together with improvements thereof) of at least $10,000,000 acquired

after the Restatement Effective Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section

7.3(h) or 7.3(o)), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of

the Lenders, covering such real property and (ii) if reasonably requested by the Administrative Agent (x) provide the Lenders with title

and extended coverage insurance from a nationally recognized title insurance company insuring the Lien of the Mortgage in favor of the

Administrative Agent on such real property as a first priority Lien, subject only to Permitted Liens, in an amount at least equal to the

purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent), together with

such endorsements or co-insurance as the Administrative Agent may reasonably request and (y) deliver to the Administrative Agent surveys

of such Mortgaged Property in form and substance reasonably acceptable to the Administrative Agent and (z) deliver to the Administrative

Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably

satisfactory to the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, no Mortgage shall be executed

and delivered to the Administrative Agent until the date that is (i) if such real property is not located in a “specified flood

hazard area,” five Business Days after the Revolving Lenders have received a completed “Life-of-Loan” Federal Emergency

Management Agency standard flood hazard determination and (ii) if such real property is located in a “specified flood hazard area,”

twenty Business Days after the Revolving Lenders have received a completed “Life-of-Loan” Federal Emergency Management Agency

standard flood hazard determination (together with notices about special flood hazard area status and flood disaster assistance relating

thereto, duly executed by the Borrower) and evidence of flood insurance as required by Section 6.5 or, in each case, any earlier date

specified by the Administrative Agent for such Mortgage and notified to the Revolving Lenders unless the Administrative Agent receives

an objection from a Revolving Lender in writing within five Business Days of such notice.

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6.10 Post-Closing

Obligations. Within the applicable time periods set forth in Schedule 6.10 (or such later dates from time to time as consented to

by the Administrative Agent in its reasonable discretion), furnish to the Administrative Agent each document required pursuant to Schedule 6.10.

6.11 Use

of Proceeds. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its

Subsidiaries and its or their respective directors, officers, and, to the knowledge of the Borrower, employees and agents shall not use,

the proceeds of any Borrowing or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment

or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding,

financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except

to the extent permitted for a Person required to comply with Sanctions, (c) in any manner that would result in the violation of any Sanctions

applicable to any party hereto or (d) (i) to finance any activity in violation of Export Controls or where such violation is about to

occur, or (ii) otherwise in violation of Export Controls.

SECTION

7. NEGATIVE COVENANTS

Holdings and the Borrower

hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any

Loan or other amount is owing to any Lender or the Administrative Agent hereunder, each of Holdings and the Borrower shall not, and shall

not permit any of its Subsidiaries to, directly or indirectly:

7.1 Financial

Condition Covenant. Permit the Consolidated First Lien Leverage Ratio as at the last day of any period of four consecutive fiscal

quarters of the Borrower to exceed 3.00 to 1.00.

7.2 Indebtedness.

Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

(a) Indebtedness

of any Loan Party pursuant to any Loan Document;

(b) Indebtedness

of the Borrower to any Subsidiary, Holdings or Parent and of any Subsidiary Guarantor to the Borrower or any other Subsidiary;

Obligations of the Borrower, Holdings and any Subsidiary of the Borrower in respect of the Guarantee and Collateral Agreement and any