Exhibit 10.1

Execution Version

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

TENTH AMENDMENT TO AMENDED AND 

RESTATED CREDIT AGREEMENT

THIS TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Tenth Amendment”), dated as of August 27, 2026, is by and among FIRSTCASH, INC. (f/k/a FIRST CASH FINANCIAL SERVICES, INC.), a Delaware corporation (the “US Borrower” and the “Borrower Representative”), Chess Holdco Limited, a company incorporated under the laws of England and Wales with company number 16434482 (“Chess Holdco”) and Chess Bidco Limited, a company incorporated under the laws of England and Wales with company number 16434757 (“Chess Bidco” and, together with Chess Holdco, collectively, the “UK Borrowers”; the UK Borrowers, together with the US Borrower, collectively, the “Borrowers”), FIRSTCASH HOLDINGS, INC., a Texas corporation (“Holdings”), certain Subsidiaries of the US Borrower and UK Borrowers party hereto (collectively, the “Loan Guarantors”), the lenders identified on the signature pages hereto as the Lenders (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the US Borrower, the Loan Guarantors party thereto, the Lenders and the Agent are parties to that certain Amended and Restated Credit Agreement, dated as of July 25, 2016 (as amended, modified, extended, restated, replaced, or supplemented from time to time prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Tenth Amendment, the “Credit Agreement”);

WHEREAS, the Borrower Representative, on behalf of itself and the other Loan Parties, acknowledges and confirms that: (a) the Loan Parties, at their own exclusive initiative and for their own independent business purposes (including, without limitation, in connection with the provision of banking services), and without having been solicited, promoted to, advertised to, or otherwise approached (whether directly or through any agent, intermediary, delegate or other Person acting on its own behalf or having close links with, or any other Person acting on behalf of, the Agent or any Lender (or any Affiliate, Approved Fund or representative thereof)), and without any direct or indirect prior marketing, solicitation, promotion, advertising, outreach or other equivalent or similar activity by or on behalf of the Agent or any Lender having preceded, prompted or otherwise influenced, in each case, directly or indirectly, such initiative, requested that the Lenders amend the Existing Credit Agreement to, inter alia, permit the designation of Additional Borrowers organized in Approved Jurisdictions, including certain Approved Jurisdictions that are EEA Member Countries, in each case, as more fully set forth herein; and (b) (i) such request was independently determined by the Borrower Representative and the other Loan Parties based on their own assessment of their respective business and financing needs, (ii) certain of the Lenders may not be separately authorized under the Laws of such EEA Member Countries to provide banking services therein, and (iii) the Borrower Representative and the other Loan Parties have not been induced or encouraged, in each case, directly or indirectly, to make such request by any prior course of dealing, communication or relationship with any Lender or the Agent or any Affiliate, Approved Fund or representative thereof (the acknowledgment and confirmation set forth in this paragraph, the “Tenth Amendment Non-Solicitation Acknowledgment and Confirmation”);

WHEREAS, the Loan Parties have requested that the Lenders amend certain other provisions of the Existing Credit Agreement as more fully set forth herein; and

WHEREAS, the Lenders, the Alternative Currency Lenders, the L/C Issuer and the Agent are willing to make such amendments to the Credit Agreement and otherwise agree to the transactions contemplated hereby, in each case in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT

1.1          Amendments to Credit Agreement. From and after the Tenth Amendment Effective Date (as defined below):

(a)          the Existing Credit Agreement is amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text), to add the underlined text (indicated textually in the same manner as the following example: underlined text), and to move the green text (indicated textually in the same manner as the following example: moved text or moved text) as set forth on Annex A hereto;

(b)          Schedule 3 to the Existing Credit Agreement (Commitment Schedule) is amended and restated in its entirety as set forth on Annex B hereto;

(c)          Exhibit “A” to the Existing Credit Agreement (Form of Compliance Certificate) is amended and restated in its entirety as set forth on Annex C hereto;

(d)          Exhibit “F” to the Existing Credit Agreement (Form of Borrowing Notice) is amended and restated in its entirety as set forth on Annex D hereto; and

(e)          Exhibit “C” to the Existing Credit Agreement (Form of Assignment and Assumption) is amended and restated in its entirety as set forth on Annex E hereto;

(f)          Exhibit “E” to the Existing Credit Agreement (Form of Promissory Note) is amended and restated in its entirety as set forth on Annex F; and

(g)          Schedules 1 (Subsidiaries), 2 (Indebtedness and Liens), 4 (Properties), 5 (Investments) and 6 (Sales, Transfers and Other Dispositions) to the Existing Credit Agreement are hereby amended and restated in their respective entirety as set forth on Annex G hereto.

1.2          Commitments; Alternative Currency Commitments. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, as of the Tenth Amendment Effective Date, the Aggregate Commitment (as in effect immediately prior to the Tenth Amendment Effective Date) shall be increased by an aggregate principal amount equal to $355,000,000.00 (the “Tenth Amendment Commitment Increase”). Each of the parties hereto agrees that, after giving effect to this Tenth Amendment (including, without limitation, Section 1.4 hereof) and the Tenth Amendment Commitment Increase (and any repayments or refinancings of outstanding Loans and unused Commitments held by applicable existing Lenders immediately prior to the effectiveness of this Tenth Amendment), (a) the revised Commitment and Pro Rata Share of each Lender (including any New Lender) shall be as set forth on Annex B attached hereto, (b) the Alternative Currency Commitment and Alternative Currency Pro Rata Share of each Alternative Currency Lender shall be as set forth on Annex B attached hereto and (c) each Lender identified on Annex B as an “Alternative Currency Lender” is hereby designated as an Alternative Currency Lender under the Credit Agreement. The Alternative Currency Commitments constitute a subfacility of the existing revolving credit facility and are part of, and not in addition to, the Commitment of each applicable Lender and the Aggregate Commitment. In connection with this Tenth Amendment, the outstanding Loans denominated in Dollars and participation interests in existing Letters of Credit denominated in Dollars shall be reallocated among all Lenders by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) as are necessary such that, after giving effect to this Tenth Amendment and the Tenth Amendment Commitment Increase, each Lender will hold such Loans and participation interests based on its Pro Rata Share. Alternative Currency Loans and participation interests in Letters of Credit denominated in Alternative Currencies shall be made, held and, as applicable, reallocated only among the Alternative Currency Lenders based on their respective Alternative Currency Pro Rata Shares, and no Lender that is not an Alternative Currency Lender shall be required to make, hold or fund any Alternative Currency Loan or any participation interest in any Letter of Credit denominated in an Alternative Currency. The Borrowers shall be responsible for any costs arising under Section 3.4 of the Credit Agreement resulting from such reallocation and repayments.

1.3          No Use of Incremental Increase Amount. The increase in the Aggregate Commitment effected pursuant to this Tenth Amendment is being effected solely pursuant to this Tenth Amendment and the consents set forth herein, and shall not constitute a Revolving Facility Increase under Section 2.24 of the Credit Agreement. For the avoidance of doubt, the Tenth Amendment Commitment Increase shall not use, reduce or count against the Incremental Increase Amount or otherwise affect the Borrower Representative’s ability to request a Revolving Facility Increase after the Tenth Amendment Effective Date, in each case subject to the terms of the Credit Agreement.

1.4          Lender Joinder; Alternative Currency Lender Designation. Upon execution of this Tenth Amendment, each Lender identified on Schedule 1.4 hereto (each a “New Lender”) shall be a party to the Credit Agreement and have all of the rights and obligations of a Lender thereunder and under the other Loan Documents, in each case with the Commitment, Pro Rata Share, and, if applicable, Alternative Currency Commitment, Alternative Currency Pro Rata Share and Alternative Currency Lender status set forth for such New Lender on Annex B hereto. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Tenth Amendment and that this Tenth Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Credit Agreement, this Tenth Amendment and all of the Exhibits and Schedules thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Tenth Amendment; (c) agrees that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. Without limiting the foregoing, each New Lender with an Alternative Currency Commitment as set forth on Annex B is hereby designated as an Alternative Currency Lender and agrees to make, hold and fund Alternative Currency Loans and participation interests in Letters of Credit denominated in Alternative Currencies in accordance with the Credit Agreement and this Tenth Amendment. Each of the Loan Parties agrees that, as of the Tenth Amendment Effective Date, each New Lender shall (a) be a party to the Credit Agreement and the other Loan Documents (as applicable), (b) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and, if applicable, an “Alternative Currency Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (c) have the rights and obligations of a Lender and, if applicable, an Alternative Currency Lender under the Credit Agreement and the other Loan Documents.

ARTICLE II
CONDITIONS TO EFFECTIVENESS

2.1          Closing Conditions. This Tenth Amendment shall become effective as of the day and year set forth above (the “Tenth Amendment Effective Date”) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Agent):

(a)           Executed Amendment; Required Approvals. The Agent shall have received a copy of this Tenth Amendment duly executed by each of the Loan Parties, the Lenders party hereto (including each Lender providing any portion of the Tenth Amendment Commitment Increase and each Alternative Currency Lender), the L/C Issuer and the Agent, together with evidence of all approvals and consents required under the Credit Agreement and this Tenth Amendment from the Lenders, the Agent and the L/C Issuer.

(b)           Annex B. The Agent shall have received an agreed Annex B setting forth each Lender’s Commitment, Pro Rata Share, Alternative Currency Commitment, Alternative Currency Pro Rata Share and Alternative Currency Lender status after giving effect to this Tenth Amendment.

(c)           Default. After giving effect to this Tenth Amendment, no Default or Unmatured Default shall exist.

(d)           Fees and Expenses. The Agent shall have received from the Borrower (i) the fees agreed to between the Lenders and the Borrower related to this Tenth Amendment (including, for the avoidance of doubt, the fees set forth in that certain Engagement Letter, dated as of July 20, 2026, by and among the US Borrower, Wells Fargo and Wells Fargo Securities, LLC) and (ii) such other fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby and King & Spalding LLP shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Tenth Amendment.

(e)            Loan Party Documents. The Loan Parties shall have furnished to the Agent:

(f)           Tax, KYC and Beneficial Ownership Deliverables. The Agent and each Lender shall have received, to the extent reasonably requested at least three (3) Business Days prior to the Tenth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer,” anti-money laundering, beneficial ownership and sanctions rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, and all applicable tax forms and withholding certificates required under Section 3.5 of the Credit Agreement or otherwise reasonably requested by the Agent or any Lender in connection with the UK Borrowers, any New Lender or the Alternative Currency Commitments.

(g)           Other Documents. The Agent shall have received such other certificates, documents, instruments and agreements as the Agent, the L/C Issuer or any Lender may reasonably request in connection with the UK Borrowers, the Tenth Amendment Commitment Increase, the Alternative Currency Commitments and the transactions contemplated hereby.

ARTICLE III
JOINDER

3.1          UK Borrowers. Each of the UK Borrowers hereby acknowledges, agrees and confirms that, by its execution of this Agreement, as of the Tenth Amendment Effective Date, such UK Borrower will be deemed to be a party to the Credit Agreement as a “Borrower” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of a Borrower thereunder, with the same force and effect as if originally named in the Existing Credit Agreement as a Borrower. Each UK Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Borrowers contained in the Credit Agreement, and shall be jointly and severally liable as a primary obligor for all Obligations, including all Obligations of each other Borrower, whether arising before, on or after the Tenth Amendment Effective Date. Without limiting the generality of the foregoing terms of this Section 3.1, each UK Borrower hereby unconditionally promises to pay to each of the Agent, each Lender, and each other holder of the Obligations, the Obligations when due, as provided in the Credit Agreement (whether at stated maturity, as a mandatory prepayment, by acceleration, or otherwise) strictly in accordance with the terms thereof. Each UK Borrower hereby appoints the Borrower Representative as its agent and representative for all purposes of the Credit Agreement and the other Loan Documents.

3.2          Guarantors. Each of (i) Harvey & Thompson Limited, a company incorporated under the laws of England and Wales (“H&T”), (ii) FCFS OH, INC., an Ohio corporation (“FCFS OH”), (iii) FCFS MT, INC., a Montana corporation (“FCFS MT”), (iv) FCFS VA, INC., a Virginia corporation (“FCFS VA”), (v) FCFS AL, INC., an Alabama corporation (“FCFS AL”), and (vi) CASH AMERICA, INC. OF ALASKA, an Alaska corporation (“CA AK” and, with H&T, FCFS OH, FCFS MT, FCFS VA and FCFS AL, each a “New Loan Guarantor” and, collectively, the “New Loan Guarantors”) hereby acknowledges, agrees and confirms that, by its execution of this Agreement, as of the Tenth Amendment Effective Date, such New Loan Guarantor will be deemed to be a party to the Credit Agreement as a “Loan Guarantor” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of a Loan Guarantor thereunder, with the same force and effect as if originally named in the Existing Credit Agreement as a Loan Guarantor. Each New Loan Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Loan Guarantors contained in the Credit Agreement, and agrees to all the terms and conditions of the Credit Agreement applicable to it as a Loan Guarantor thereunder. In furtherance of the foregoing, each New Loan Guarantor hereby guarantees to the Agent and each Lender as provided in Article XVI of the Credit Agreement, as primary obligor and not as surety, the prompt payment and performance of the Obligations (including, for the avoidance of doubt, the Guaranteed Obligations, as applicable) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms of the Credit Agreement.

ARTICLE IV
MISCELLANEOUS

4.1          Amended Terms. On and after the Tenth Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Tenth Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

4.2          Representations and Warranties of Loan Parties. Each of the Loan Parties represents and warrants as follows:

(a)          It has taken all necessary action to authorize the execution, delivery and performance of this Tenth Amendment.

(b)          This Tenth Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)          No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Tenth Amendment (except for a notification to the UK Financial Conduct Authority by Harvey & Thompson Limited in relation to its entry into this Tenth Amendment).

(d)          At the time of and immediately after giving effect to this Tenth Amendment, the representations and warranties contained in Article V of the Credit Agreement shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct, except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case described in clauses (i) and (ii) above, on and as of the date of this Tenth Amendment as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date.

(e)           After giving effect to this Tenth Amendment, no event has occurred and is continuing which constitutes a Default or Unmatured Default.

(f)           The Obligations and Guaranteed Obligations are not reduced or modified by this Tenth Amendment and are not subject to any offsets, defenses or counterclaims. For the avoidance of doubt, the Obligations and Guaranteed Obligations include all obligations arising under or in connection with the Tenth Amendment Commitment Increase, the Alternative Currency Commitments, Alternative Currency Loans and Letters of Credit denominated in Alternative Currencies.

(g)           The Tenth Amendment Non-Solicitation Acknowledgment and Confirmation is true and correct in all respects.

4.3          Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement and the other Loan Documents applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations and Guaranteed Obligations, including, for the avoidance of doubt, all Obligations and Guaranteed Obligations arising under or in connection with the Tenth Amendment Commitment Increase, the Alternative Currency Commitments, Alternative Currency Loans and Letters of Credit denominated in Alternative Currencies.

4.4          Loan Document. This Tenth Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

4.5          Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery of this Tenth Amendment, including without limitation the reasonable and documented fees and expenses of the Agent’s legal counsel.

4.6          Further Assurances. The Loan Parties agree to promptly take such action, upon the reasonable request of the Agent, as is necessary to carry out the intent of this Tenth Amendment.

4.7          Entirety. This Tenth Amendment and the other Loan Documents embody the entire agreement and understanding among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

4.8          Counterparts; Telecopy. This Tenth Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Tenth Amendment by telecopy or other electronic means shall be effective as an original.

4.9          No Actions, Claims, Etc. As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Agent, the Lenders, or the Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

4.10        CHOICE OF LAW. THIS TENTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

4.11        Successors and Assigns. This Tenth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

4.12        Consent to Jurisdiction; Waiver of Jury Trial. The terms of Sections 15.2 and 15.3 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

IN WITNESS WHEREOF the parties hereto have caused this Tenth Amendment to be duly executed on the date first above written.

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRSTCASH, INC.

TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Schedule 1.4

New Lenders

Annex A

Conformed Amended and Restated Credit Agreement

[Attached.]

Published CUSIP Numbers: 31943HAA5

31943HAB3Execution Version

Published CUSIP Numbers: 31943HAA5

31943HAB3

COMPOSITE COPY

Incorporating,

First Amendment, dated as of May 30, 2017

Second Amendment, dated as of October 4, 2018

Third Amendment, dated as of December 19, 2019

Fourth Amendment, dated as of November 9, 2020

Fifth Amendment, dated as of December 8, 2021

Sixth Amendment, dated as of August 30, 2022

Seventh Amendment, dated as of October 18, 2023

Eighth Amendment, dated as of August 8, 2024

Ninth Amendment, dated as of May 12, 2025

Tenth Amendment, dated as of August 27, 2026

$1,055,000,000.00

$590,000,000.00

AMENDED AND RESTATED CREDIT AGREEMENT

among

FIRSTCASH, INC. (f/k/a FIRST CASH FINANCIAL SERVICES, INC.),
as US Borrower, and Borrower Representative,

CHESS HOLDCO LIMITED and
CHESS BIDCO LIMITED,
as UK Borrowers,

HOLDINGS AND CERTAIN SUBSIDIARIES OF THE US BORROWER
FROM TIME TO TIME PARTY HERETO,
as Loan Guarantors,

THE LENDERS PARTY HERETO,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Agent

Dated as of July 25, 2016

WELLS FARGO SECURITIES, LLC, *, *, *, AND *
as Joint Lead Arrangers and Joint Bookrunners

Prepared by:

TABLE OF CONTENTS

LIST OF SCHEDULES, AND EXHIBITS, AND APPENDIX

AMENDED AND RESTATED CREDIT AGREEMENT

This Amended and Restated Credit Agreement, originally dated as of July 25, 2016, is among FIRSTCASH, INC. (f/k/a FIRST CASH FINANCIAL SERVICES, INC., a Delaware corporation (the “US Borrower” and, in its capacity as representative of the Borrowers, the “Borrower Representative”), CHESS HOLDCO LIMITED, a company incorporated under the laws of England and Wales with company number 16434482 (“Chess Holdco”), CHESS BIDCO LIMITED, a company incorporated under the laws of England and Wales with company number 16434757 (“Chess Bidco” and, together with Chess Holdco, collectively, the “UK Borrowers”; the UK Borrowers, together with the US Borrower and any Additional Borrowers, collectively, the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and a Lender.

The Borrower hasBorrowers have requested that the Lenders (which shall include the Agent) provide a revolving credit facility, including Loans denominated in Dollars and certain Alternative Currencies specified herein and Letters of Credit denominated in Approved Currencies, and the Lenders are willing to do so on the terms and conditions set forth herein.

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

Article I.

DEFINITIONS

1.1            Defined Terms. As used in this Agreement:

“2018 Cash America2028 Notes” means those certain 5.754.625% senior notes due May 15, 20182028 issued by Cash Americathe US Borrower to the holders thereof, and any exchange notes of Cash America issued in exchange therefor pursuant to the terms of the indenture and the registration rights agreement dated May 15, 2013, in an aggregate principal amount not to exceed $300,000,000. pursuant to that certain Indenture, dated as of August 26, 2020 and as amended by that Supplemental Indenture dated November 17, 2021, between the US Borrower, the guarantors party thereto and BOKF, NA dba Bank of Texas, as trustee.

“2028 Notes Outstanding Amount” has the meaning assigned to such term in the definition of “Maturity Date”.

“20282030 Notes” means those certain 4.6255.625% senior notes due 20282030 issued by the US Borrower to the holders thereof pursuant to that certain Indenture, dated as of August 26, 2020 and as amended by that Supplemental Indenture dated November 17December 13, 2021, between the US Borrower, the guarantors party thereto and BOKF, NA dba Bank of Texas, as trustee.

“20282030 Notes Outstanding Amount” has the meaning assigned to such term in the definition of “Maturity Date”.

“2032 Notes” means those certain 6.875% senior notes due 2032 issued by the US Borrower to the holders thereof pursuant to that certain Indenture, dated as of February 21, 2024, between the US Borrower, the guarantors party thereto and BOKF, NA dba Bank of Texas, as trustee.

“2034 Notes” means those certain 6.125% senior notes due 2034 issued by the US Borrower to the holders thereof pursuant to that certain Indenture, dated as of May 1, 2026, between the US Borrower, the guarantors party thereto and BOKF, NA dba Bank of Texas, as trustee.

“Acquisition” means any transaction, or any series of related transactions (including, without limitation, related mergers, consolidations and amalgamations), consummated on or after the Closing Date, by which any Loan Party or any of its Subsidiaries (a) acquires any business, real estate assets, division, line of business or all or substantially all of the assets of any firm, corporation, partnership or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities or other Equity Interests of a corporation or other Person which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

“Additional Borrower” means any Subsidiary organized in an Approved Jurisdiction that becomes a Borrower after the Tenth Amendment Effective Date pursuant to Section 1.9.

“Additional Guarantor” means any Subsidiary organized in an Approved Jurisdiction that becomes a Loan Guarantor after the Tenth Amendment Effective Date pursuant to Section 1.9 or Section 6.20.

“Additional Loan Parties” means, collectively, the Additional Borrowers and the Additional Guarantors.

“Additional Unsecured Senior Debt” means any Indebtedness of a Loan Party incurred or issued after the Closing Date which (a) is not secured, directly or indirectly, or in whole or in part, by a Lien, and (b) has a maturity date at least six (6) months after the Maturity Date and such Indebtedness shall not be subject to amortization or prepayment requirements in an aggregate principal amount of more than $90,000,000 prior to such maturity date (other than in connection with a change of control transaction or asset sale). For the avoidance of doubt, the AFF Acquisition Senior Notesany Permitted Bridge Financing shall constitute Additional Unsecured Senior Debt from and after the FifthTenth Amendment Effective Date.

“Adjusted Daily Simple RFR” means, for any day (an “RFR Rate Day”), a rate per annum equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to Sterling, the greater of (a) SONIA for the day that is five (5) RFR Business Days prior to (A) if such RFR Rate Day is an RFR Business Day, such RFR Rate Day or (B) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate Day, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website and (b) the Floor.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to Term SOFR for such calculation; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent.

“Advance” means (i) the advancing of (A) any Loan (other than a Swingline Loan) consisting of the aggregate amount of the several Loans of the same Type and, in the case of SOFR Advances, for the same Interest Period (including, for the avoidance of doubt, any Alternative Currency Loan and any Incremental Term Loan) or (B) any Swingline Loan or (ii) or the issuance of any Letter of Credit.

“AFF Acquisition” means the acquisition by the Borrower of all or substantially all of the Equity Interests of American First Finance Inc., a Kansas corporation and its Subsidiaries.

“AFF Acquisition Senior Notes” means those certain senior notes in an aggregate amount not to exceed $600,000,000 issued by the Borrower to the holders thereof in connection with the AFF Acquisition as contemplated by the Fifth Amendment; provided, that such senior notes (a) are not secured, directly or indirectly, or in whole or in part, by a Lien, and (b) have a maturity date at least six (6) months after the Maturity Date and such Indebtedness shall not be subject to amortization or prepayment requirements in an aggregate principal amount of more than $90,000,000 prior to such maturity date (other than in connection with a change of control transaction or asset sale).

“Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“Agent” means Wells Fargo Bank, National Association, in its capacity as administrative agent and contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X.

“Agent-Related Persons” means the Agent (including any successor agent), together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Aggregate Commitment” means the aggregate of the Commitments of all Lenders, as increased and/or reduced from time to time pursuant to the terms hereof, which as of the EighthTenth Amendment Effective Date shall be equal to Seven Hundred Million and no/100 Dollars ($700,000,000.00). $1,055,000,000.00. For the avoidance of doubt, each of the Alternative Currency Commitments and the Swingline Commitment is part of, and not in addition to, the Aggregate Commitment.

“Aggregate Revenue Threshold” means an amount equal to eighty-five percent (85%) (or such lesser percentage as may be agreed by the Borrower Representative and the Required Lenders; provided that, if Lenders constituting the Required Lenders shall not have objected to any such foregoing-described reduction in writing to the Agent within ten (10) Business Days following receipt of notice thereof, the Required Lenders shall be deemed to have consented to such reduction) of the total consolidated revenue and eighty-five percent (85%) (or such lesser percentage as may be agreed by the Borrower Representative and the Required Lenders; provided that, if Lenders constituting the Required Lenders shall not have objected to any such foregoing-described reduction in writing to the Agent within ten (10) Business Days following receipt of notice thereof, the Required Lenders shall be deemed to have consented to such reduction) of Consolidated Total Assets, in each case, of the Loan Parties and their Domestic Subsidiaries for the most recent fiscal quarter as shown on the financial statements most recently delivered or required to be delivered pursuant to Section 6.1. ; provided that, the foregoing-described calculation shall exclude the revenue and assets of any (x) captive insurance Subsidiary and (y) Subsidiary that is organized in (i) Mexico or (ii) any other jurisdiction that is not an Approved Jurisdiction.

“Agreement” means this Amended and Restated Credit Agreement.

“Alternative Currency” means each Non-USD Approved Currency. References shall be deemed to refer only to Non-USD Approved Currencies.

“Alternative Currency Borrower” means (a) each UK Borrower and (b) any Additional Borrower that (i) is organized in an Approved Jurisdiction and (ii) has been approved in writing by the Agent and each Alternative Currency Lender as an Alternative Currency Borrower, in each case solely with respect to Alternative Currency Loans.

“Alternative Currency Commitment” means, with respect to each Alternative Currency Lender, the commitment of such Alternative Currency Lender to make Alternative Currency Loans and acquire and hold participations in L/C Obligations denominated in Alternative Currencies hereunder, expressed as an amount representing the maximum aggregate Dollar Equivalent amount of such Alternative Currency Lender’s Alternative Currency Exposure, as such commitment may be reduced or increased from time to time pursuant to the terms hereof. The initial amount of each Alternative Currency Lender’s Alternative Currency Commitment is set forth on the most recent Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Alternative Currency Commitment. For the avoidance of doubt, (x) the Alternative Currency Commitment of any Lender that is not an Alternative Currency Lender shall be zero and (y) each Alternative Currency Commitment is part of, and not in addition to, such Lender’s Commitment and the Aggregate Commitment.

“Alternative Currency Equivalent” means, subject to Section 1.6(b), for any amount, at the time of determination thereof, with respect to any amount expressed in Dollars, the equivalent of such amount thereof in the applicable Alternative Currency as determined by the Agent in its sole discretion by reference to the most recent Spot Rate (as determined as of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“Alternative Currency Exposure” means, at any time, (a) with respect to any Alternative Currency Lender, the sum of (i) the Dollar Equivalent of the aggregate principal amount of such Alternative Currency Lender’s outstanding Alternative Currency Loans and (ii) such Alternative Currency Lender’s Alternative Currency Pro Rata Share of outstanding L/C Obligations denominated in Alternative Currencies, and (b) with respect to all Alternative Currency Lenders, the sum of the amounts described in clause (a) for all Alternative Currency Lenders.

“Alternative Currency Lender” means a Lender with an Alternative Currency Commitment or, if the Alternative Currency Commitments have terminated or expired, a Lender holding interests in Alternative Currency Loans or participations in L/C Obligations denominated in Alternative Currencies. An Alternative Currency Lender may, in its discretion, arrange for one or more Alternative Currency Loans to be made by one or more of its domestic or foreign branches or Affiliates, in which case the term “Alternative Currency Lender” shall include any such branch or Affiliate with respect to Loans made by such Person.

“Alternative Currency Loan” means any Loan denominated in an Alternative Currency made by an Alternative Currency Lender to an Alternative Currency Borrower.

“Alternative Currency Pro Rata Share” means, with respect to each Alternative Currency Lender, the percentage (carried out to the seventh decimal place) of the aggregate Alternative Currency Commitments represented by such Alternative Currency Lender’s Alternative Currency Commitment as set forth opposite the name of such Alternative Currency Lender on the most recent Commitment Schedule (and as such share may be adjusted as contemplated herein); provided that if the Alternative Currency Commitments have terminated or expired, the Alternative Currency Pro Rata Share of each Alternative Currency Lender shall be determined based on the Alternative Currency Exposure held by such Alternative Currency Lender at such time.

“Alternative Currency RFR Advance” means any Advance consisting of Alternative Currency Loans denominated in Sterling bearing interest at a rate based on Adjusted Daily Simple RFR as provided in Section 2.10.

“Alternative Currency Sublimit” means an amount equal to $500,000,000 for all Loans and L/C Obligations denominated in Alternative Currencies, collectively. The Alternative Currency Sublimit is part of, and not in addition to, the aggregate Alternative Currency Commitments and the Aggregate Commitment.

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

“Applicable Currency” means any Approved Currency, as applicable.

“Applicable Margin” means, for any day, with respect to any Loan, the applicable spread set forth below under the caption “CBFR Spread,” “Adjusted Term SOFR / SONIA Spread” or “Commitment Fee Rate,” as the case may be.

“Approved Currencies” means Dollars and Sterling.

“Approved Fund” has the meaning assigned to such term in Section 12.3(b).

“Approved Jurisdictions” means (i) the United States, (ii) the United Kingdom, (iii) Canada, (iv) Mexico, (v) Austria, (vi) Belgium, (vii) Germany, (viii) Luxembourg, (ix) the Netherlands, (x) Switzerland, (xi) Sweden, (xii) Ireland, (xiii) Norway, (xiv) Portugal, (xv) Poland and (xvi) any other jurisdiction that the Agent and the Lenders, in their sole discretion, deem acceptable, including after considering recognition and enforcement of judgments and arbitral awards, compliance with applicable sanctions, anti-money laundering, anti-bribery and anti-corruption laws, and such other considerations as the Agent and the Lenders reasonably deem relevant; provided that, with respect to any jurisdiction approved pursuant to the foregoing subclause (xvi), the Agent and any Lender may refuse to approve or may withdraw approval if, in its reasonable judgment, the relevant enforcement framework is inadequate or such joinder would create unacceptable legal, regulatory, reputational or credit risk.

“Article” means an article of this Agreement unless another document is specifically referenced.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an eligible assignee permitted by Article XII (with the consent of any party whose consent is required by Article XII), and accepted by the Agent, in substantially the form of Exhibit C or any other form approved by the Agent.

“Authorized Officer” means the chief executive officer, the president, the chief financial officer, the treasurer, the chief operating officer or a vice president of theany Borrower or any Subsidiary of theany Borrower or such other representative of theany Borrower or such Subsidiary as may be designated in writing by any one of the foregoing with the consent of the Agent.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.6(c)(iv).

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

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

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

“Banking Services Obligations” of the Loan Parties means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services. In no event shall the Banking Services Obligations include any Excluded Swap Obligations.

“Bankruptcy Event” means any of the events described of Default” means a Default specified in Section 7.4.

“Benchmark” means, initially, with respect to Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars, the Term SOFR Reference Rate and (b) Sterling, SONIA; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate, SONIA or the then-current Benchmark for any Applicable Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.6(c)(i).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrower Representative 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 to the then-current Benchmark for Dollar-denominated syndicated credit facilities denominated in the applicable Currency and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower Representative giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities denominated in the applicable Currency.

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

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

(b)            in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

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

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

(c)            a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

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

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.6(c)(i) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.6(c)(i).

“Borrower” means FIRSTCASH, INC. (f/k/a FIRST CASH FINANCIAL SERVICES, INC.), a Delaware corporation.

“Borrower Representative” means the US Borrower.

“Borrowers” means, collectively, the US Borrower, the UK Borrowers and any Additional Borrowers.

“Borrowing Date” means a date on which an Advance is made hereunder.

“Borrowing Notice” has the meaning assigned to such term in Section 2.8.

“Business Day” means any day that (a) is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed and, (b) is not a day on which commercial banks in Fort Worth, Texas or Charlotte, North Carolina or London, United Kingdom are closed and (c) when used in connection with Sterling or an Alternative Currency RFR Advance, is an RFR Business Day.

“Cancelled Certificate” means any QPP Certificate in respect of which HM Revenue & Customs has given a notification under regulation 7(4)(b) of the QPP Regulations so that such QPP Certificate is a cancelled certificate for the purposes of the QPP Regulations.

“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP; provided that, notwithstanding the foregoing, in no event will any lease that would have been categorized as an operating lease as determined in accordance with GAAP on, as of the date hereofEffective Date, be considered a Capitalized Lease.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.

“Cash America” means Cash America International, Inc., a Texas corporation and, as of the Closing Date, a wholly-owned Subsidiary of the US Borrower.

“Cash Collateralize” means, to pledge and deposit with, or deliver to the Agent, or directly to the applicable L/C Issuer or Swingline Lender (with notice thereof to the Agent), for the benefit of one or more of the L/C Issuers, the Swingline Lenders or the Lenders, as collateral for L/C Obligations, Swingline Loans or obligations of the Lenders to fund participations in respect of L/C Obligations or Swingline Loans, cash or deposit account balances or, if the Agent and the applicable L/C Issuer or Swingline Lender shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Agent and such L/C Issuer or Swingline Lender, as applicable. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalent Investments” means (a) United States Dollar denominated time deposits and certificates of deposit of (i) any Lender, or (ii) any bank (other than the Lenders) whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof, in each case with maturities of not more than one (1) year from the date of acquisition, (b) investments, classified in accordance with GAAP as current assets in money market investment programs registered under and in compliance with the Investment Company Act of 1940, which are administered by reputable financial institutions having capital of at least $100,000,000.00 (or the Alternative Currency Equivalent thereof), (c) mutual funds, administered by reputable financial institutions having capital of at least $100,000,000.00 (or the Alternative Currency Equivalent thereof), and registered under and in compliance with the Investment Company Act of 1940, that invest in and direct investments in obligations of any state of the United States or any political subdivision thereof or municipality thereof the interest with respect to which is exempt from federal income taxation under Section 103 of the Code and rated A-1 or higher, or AA or higher by Standard and Poor’s Corporation, or P-1 or higher, or Aa or higher by Moody’s Investors Services, and (d) auction rate floaters and similar short term (one (1) to sixty (60) day maturities) gilt edge investments in pools of bonds whose income is exempt from federal taxation, which are issued by entities that are rated in the highest rating category of Standard and Poor’s Corporation and/or Moody’s Investors Service., and (e) in the case of investments made by any Foreign Loan Party, (i) time deposits and certificates of deposit of the type described in clause (a) above, except that such investments may be denominated in Sterling or another lawful currency of the jurisdiction of organization (or incorporation (as applicable)) of such Foreign Loan Party in lieu of United States Dollars, and the issuing bank may be organized (or incorporated (as applicable)) under the laws of any Approved Jurisdiction, and (ii) investments of the type described in clause (b) above, except that such investments may be administered by reputable financial institutions organized (or incorporated) under the laws of any Approved Jurisdiction and registered under and in compliance with a regulatory regime substantially equivalent to the Investment Company Act of 1940 (including, in the case of the United Kingdom, an undertaking for collective investment in transferable securities authorized under the Financial Services and Markets Act 2000 (UK) and regulated by the Financial Conduct Authority), in each case, with ratings described in clause (a) or (b) above, as applicable, or equivalent ratings comparable rating agencies recognized in the jurisdiction of organization (or incorporation) of such Foreign Loan Party.

“CB Floating Rate” means, as of any date of determination, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day or (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%; provided that the CB Floating Rate shall never be less than the sum of Adjusted Term SOFR for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%. Any change in the CB Floating Rate due to a change in the Prime Rate or Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate or Adjusted Term SOFR, respectively.

“CB Floating Rate Advance” means any Advance when and to the extent that its interest rate is determined by reference to the CB Floating Rate.

“Currency” means Dollars or any Alternative Currency.

“Change in Control” means, with respect to the Borrower, an event or series of events by which (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of thirty-five percent (35%) or more of the voting stock of Holdings, (b) at any time, Holdings shall fail to own one hundred percent (100%) of the Equity Interests of the Borrower or (c)US Borrower, (c) US Borrower shall fail to own, directly or indirectly, one hundred percent (100%) of the Equity Interests in each of the UK Borrowers (except as a result of a transaction permitted pursuant to Section 6.12 hereof) or (d) during any period of twelve (12) consecutive months, a majority of the members of the board of directors of the US Borrower cease to be composed of individuals (i) who were members of such board on the first (1st) day of such period, (ii) whose election or nomination to such board was approved by individuals referred to in subsection (i) above constituting at the time of such election or nomination at least a majority of such board, or (iii) whose election or nomination to such board was approved by individuals referred to in subsections (i) and (ii) above constituting at the time of such election or nomination at least a majority of such board.

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

“Chess Bidco” means Chess Bidco Limited, a company incorporated under the laws of England and Wales with company number 16434757.

“Chess Holdco” means Chess Holdco Limited, a company incorporated under the laws of England and Wales with company number 16434482.

“Closing Date” means the date on which the conditions set forth in Sections 4.1 and 4.2 have been satisfied.

“Closing Date Stock Payment” means certain one-time cash settlement payments on the Closing Date to the holders of the Restricted Stock Unit Awards in accordance with the terms of Section 3.3(a) of the Merger Agreement as in effect on the Closing Date.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means, for each Lender, the obligation of such Lender to make Loans (other than Swingline Loans) and to acquire participations in L/C Obligations and Swingline Loans not exceeding the amount set forth in the most recent Commitment Schedule 3,(and as such amount may be modified from time to time pursuant to the terms hereof). For each Alternative Currency Lender, each applicable Lender’s Alternative Currency Commitment is part of, and not in addition to, such Lender’s Commitment.

“Committed Funded Exposure” means, as to any Lender at any time, the sum of (a) the aggregate principal amount at such time of its outstanding Loans denominated in Dollars and its Pro Rata Share of L/C Obligations denominated in Dollars and Swingline Loans at such time and (b) if such Lender is an Alternative Currency Lender, its Alternative Currency Exposure at such time.

“Commitment Schedule” means Schedule 3 hereto, as updated from time to time in accordance with the terms hereof. For the avoidance of doubt, as of the Tenth Amendment Effective Date, the most recent version of the Commitment Schedule is the version attached as Annex B to the Tenth Amendment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “CB Floating Rate,” the definition of “Business Day,” the definition of “U.S.US Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.4 and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated EBITDA” means, for any period, an amount determined for the Loan Parties and their Subsidiaries on a consolidated basis equal to:

(a)           Consolidated Net Income;

plus,

(b)           the sum, without duplication, of the amounts for such period (to the extent deducted in determining Consolidated Net Income) of the following:

(i)            Consolidated Interest Expense;

(ii)            expense for taxes, including federal, foreign, state, local, franchise, excise and similar taxes paid or accrued during such period (including in respect of repatriated funds);

(iii)           depreciation and amortization, including amortization or charge-off of intangible assets;

(iv)          any out-of-pocket fees or expenses, losses or charges (other than depreciation or amortization expense) related to any issuance, Investment, Acquisition, disposition, conveyance or recapitalization or the incurrence or repayment of Indebtedness (including a refinancing or amendment, waiver or modification thereof), in each case, permitted under this Agreement (including any such transaction consummated prior to or after the Closing Date and any such transaction undertaken whether or not successful) in an aggregate amount not to exceed $30,000,000 in any four (4) fiscal quarter period;

(v)           any out-of-pocket fees or expenses payable upon the consummation of issuances of Additional Unsecured Senior Debt in an aggregate amount not to exceed $20,000,000;

(vi)           unusual or non-recurring charges in connection with employee severance, lease terminations and lease buyouts related to closure or consolidation of stores and write-off of assets related to permitted asset sales, acquisitions, investments, restructurings and dispositions conducted after the Closing Date;

(vii)         non-recurring, non-cash charges, non-cash expenses, non-cash losses reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of or reserve for cash charges in any future period) but including, on a one-time basis, the impact relating to the implementation of the current expected credit losses methodology for credit losses accounting established under ASU 2016-13 in accordance with GAAP;

(viii)        losses on sales or dispositions of assets outside the ordinary course of business (including, for the avoidance of doubt, the Enova Disposition);

(ix)           transaction fees, costs and expenses incurred to the extent actually reimbursed by third parties pursuant to indemnification provisions or insurance;

(x)            proceeds of business interruption insurance in an amount representing the losses for the applicable period that such proceeds are intended to replace;

(xi)           Non-Cash Compensation Expenses arising from the issuance of Equity Interests, options to purchase Equity Interests and stock appreciation rights;

(xii)          non-cash loss from the early extinguishment of hedging obligations or other derivative instruments;

(xiii)         non-recurring expenses incurred with respect to litigation settlements;

(xiv)         director fees, expense reimbursements and indemnification payments paid to directors and board observers;

(xv)          non-recurring restructuring charges or reserves and business optimization expense, including any restructuring costs and integration costs, cost-savings initiatives, retention charges, contract termination costs, retention, recruiting, relocation, severance and signing bonuses and expenses, costs and expenses relating to out-placement services, future lease commitments, systems establishment costs, conversion costs and excess pension charges, consulting fees and one-time costs and expenses relating to the AFF Acquisition;

(xvi)         expected cost savings, operating expense reductions, restructuring charges and expenses and synergies as a result of permitted asset sales, acquisitions, investments, dispositions, operating improvements, restructurings, cost savings initiatives and specified transactions taken or to be taken by the Loan Parties and their Subsidiaries, net of the amount of actual benefits realized during such period from such actions; provided that such cost savings, operating expense reductions, restructuring charges and expenses and synergies shall be reasonably identifiable and factually supportable and shall be reasonably anticipated to be realized within twenty-four (24) months after the applicable permitted asset sale, acquisition, investment, disposition, operating improvement, restructuring, cost savings initiative or specified transaction;

(xvii)        expenses, charges and fees deducted during the specified period and covered by indemnification or purchase price adjustments and earn-out payments in connection with any Permitted Acquisition, to the extent actually received in cash;

(xviii)       losses deducted during the specified period, but for which indemnity recovery is actually received in cash during such period or reasonably expected to be received within 365 days after the end of such period;

(xix)         expenses deducted during the specified period and reimbursed by third parties to the extent such reimbursements are actually received in cash during such period or reasonably expected to be received in cash within 365 days after the end of such period;

(xx)          the change in fair value of the earn-out obligations associated with the AFF Acquisition, to the extent accounted for as an expense, as required by GAAP;

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

provided that the aggregate amount added back to Consolidated EBITDA pursuant to clauses (xv) and (xvi) for any measurement period shall not exceed 25% of Consolidated EBITDA for such measurement period (calculated prior to giving effect to any such adjustment pursuant to such clauses);

minus

(c)           non-cash items and gains on sales or dispositions of assets outside the ordinary course of business added in the calculation of Consolidated Net Income (other than (x) any such non-cash item to the extent it will result in the receipt of cash payments in any future period or in respect of which cash was received in a prior period or (y) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).

“Consolidated Funded Indebtedness” means, as of any date of determination, the aggregate dollar amount of Consolidated Indebtedness as of such date, whether or not such amount is due or payable at such time. For purposes of this definition, the term “Indebtedness” shall include the Revolving Principal Balance but exclude Indebtedness described in subsections (e) and (j) in the below definition of Indebtedness.

“Consolidated Indebtedness” means, at the time in question, the Indebtedness of the Loan Parties and their Subsidiaries calculated on a consolidated basis as of such time.

“Consolidated Interest Expense” means, as of any date of determination for the four (4) consecutive fiscal quarter period ending on such date, all interest expense (excluding amortization of debt discount and premium, but including the interest component under Capitalized Leases and synthetic leases, non-cash interest, tax retention operating leases, off-balance sheet loans and similar off-balance sheet financing products; provided that commissions, discounts, yield and other fees and charges (including any interest expense) related to any Permitted Receivables Financing shall be excluded) for such period of the Loan Parties and their Subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Loan Parties and their Subsidiaries calculated on a consolidated basis for such period, excluding (a) any income (or loss) of any Person (other than a Subsidiary of a Loan Party) in which any other Person (other than the Loan Parties or any of their Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to the Loan Parties or any of their Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the loanLoan Parties or is merged into or consolidated with the Loan Parties or any of their Subsidiaries or that Person’s assets are acquired by the Loan Parties or any of their Subsidiaries, (c) the income of any Subsidiary of the Loan Parties to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that 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, (d) any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other monetary items of the Loan Parties or any Subsidiary owing to the Loan Parties or any Subsidiary and any unrealized foreign exchange gains or losses relating to the translation of assets and liabilities denominated in foreign currencies, (e) any after-tax gains or non-cash losses attributable to asset sales or returned surplus assets of any Plan or similar employee benefit plan, (f) any net gains, charges or losses on disposed, abandoned and discontinued operations (other than assets held for sale) and any accretion or accrual of discontinued operations, (g) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and its Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes and (h) to the extent not included in clauses (a) through (g) above, any net extraordinary gains or net extraordinary losses.

“Consolidated Net Worth” means, at any time in question, the Consolidated Total Assets of the Loan Parties and their Subsidiaries minus consolidated total liabilities of the Loan Parties and their Subsidiaries, calculated on a consolidated basis as of such time.

“Consolidated Rentals” means, with reference to any period, the Rentals of the Loan Parties and their Subsidiaries calculated on a consolidated basis for such period.

“Consolidated Total Assets” means, as of any date of determination, the total amount of all assets of the Loan Parties and their Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet delivered pursuant to Section 6.1(a) or (b), as applicable.

“Controlled Affiliate” has the meaning assigned to it in Section 5.23(b).

“Conversion/Continuation Notice” has the meaning assigned to such term in Section 2.9.

“Covered Party” has the meaning assigned to such term in Section 9.15.

“CSO Obligations” means obligations to purchase, or other guarantees of, consumer loans the making of which were facilitated by Holdings, the BorrowerBorrowers or any Subsidiary acting as a credit services organization or other similar service provider.

“CTA” means the UK’s Corporation Tax Act 2009.

“Current Maturities of Long Term Debt” means the principal portion of the long term debt of the Loan Parties and their Subsidiaries, on a consolidated basis, and the principal portion of the Capitalized Lease Obligations of the Loan Parties and their Subsidiaries, on a consolidated basis, which will be due in the twelve (12) months immediately following any date of computation of Current Maturities of Long Term Debt in accordance with GAAP, but excluding balloon payments of long term debt due at maturity if it is reasonably contemplated that such balloon payment will be refinanced on or prior to such maturity.

“Debtor Relief Laws” means the Bankruptcy Code in Title 11 of the United States Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means an event described in Article VII.

“Default Rate” means (a) when used with respect to the Obligations, other than Letter of Credit Fees, an interest rate equal to (i) for CB Floating Rate Advances and Swingline Loans, (A) the CB Floating Rate plus (B) the Applicable Margin applicable to CB Floating Rate Advances plus (C) 2.00% per annum and, (ii) for SOFR Advances, (A) Adjusted Term SOFR plus (B) the Applicable Margin applicable to SOFR Advances plus (C) 2.00% per annum and (iii) for Alternative Currency RFR Advances, (A) Adjusted Daily Simple RFR plus (B) the Applicable Margin applicable to SOFR Advances plus (C) 2.00% per annum, (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin applicable to Letter of Credit Fees plus 2.00% per annum and (c) when used with respect to any other fee or amount due hereunder, an interest rate equal to (A) the CB Floating Rate plus (B) the Applicable Margin, applicable to CB Floating Rate Advances plus (C) 2% per annum.

“Defaulting Lender” means, subject to Section 2.22(b),any Lender that, (a) has failed to (i) fund all or any portion of its Loans or participations in L/C Obligations or Swingline Loans within two (2) Business Days of the date such Loans or participations were required to be funded hereunder unless such Lender notifies the Agent and the BorrowerBorrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Agent, the L/C Issuer, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the BorrowerBorrowers, the Agent or, the L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan or participation hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Agent or the BorrowerBorrowers, to confirm in writing to the Agent and the BorrowerBorrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Agent and the BorrowerBorrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) becomes the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b)) upon delivery of written notice of such determination to the BorrowerBorrowers, the L/C Issuer, the Swingline Lender and each Lender.

“Disqualified Equity Interest” means any Equity Interests of any Person which, by the terms thereof or by the terms of any security into which such Equity Interests are convertible or for which such Equity Interests are exchangeable or exercisable at the option of the holder, or upon the happening of any event (other than an asset sale or a change of control), mature or are mandatorily redeemable pursuant to sinking fund obligations or otherwise, or are redeemable for cash, property or securities constituting Indebtedness at the option of the holder thereof, in whole or in part, or would otherwise require the mandatory payment of dividends (other than dividends payable in Equity Interests (other than Disqualified Equity Interests) and cash in lieu of fractional shares of Equity Interests) on or prior to the date that is ninety-one (91) days following the Maturity Date.

“Dollar Equivalent” means, subject to Section 1.6(b), for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount and (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars as determined by the Agent at such time in its sole discretion by reference to the most recent Spot Rate for such Alternative Currency (as determined as of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“Dollars” and “$” means dollars in lawful currency of the United States of America.

“Domestic Loan Party” means any Loan Party that is not a Foreign Loan Party.

“Domestic Subsidiary” means any Subsidiary that is organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia, other than any such Subsidiary (x) that has no material assets other than equity, or equity and indebtedness, of one or more Foreign Subsidiaries or (y) that is owned by a Foreign Subsidiary.

“EEA Borrower” means any Additional Borrower that is organized under the laws of an EEA Member Country.

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

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

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any credit institution or investment firm established in any EEA Member Country.

“Effective Date” means the initial date of this Agreement.

“Eighth Amendment” means that certain Eighth Amendment to Credit Agreement, dated as of the Eighth Amendment Effective Date, among the Borrower, Holdings, the other Loan Guarantors, the Lenders party thereto and the Administrative Agent.

“Eighth Amendment Effective Date” means August 8, 2024.

“Embargoed Person” has the meaning assigned to such term in Section 5.24.

“Enova Disposition” means the distribution by Cash America of at least 80% of its ownership interest in Enova International, Inc. and its Subsidiaries to the holders of the Equity Interests of Cash America in connection with the initial public offering of Enova International, Inc. and its Subsidiaries.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (a) the protection of the environment, (b) the effect of the environment on human health, (c) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (d) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.

“Equity Interests” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general, preferred or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers or could confer on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, without limitation, options, warrants and any other “equity security” as defined in Rule 3a11-1 of the Securities Exchange Act of 1934.

“ERISA” means the Employee Retirement Income Security Act of 1974 and any rule or regulation issued thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the BorrowerBorrowers, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“Erroneous Payment” has the meaning assigned thereto in Section 10.13(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned thereto in Section 10.13(d).

“Erroneous Payment Impacted Class” has the meaning assigned thereto in Section 10.13(d).

“Erroneous Payment Return Deficiency” has the meaning assigned thereto in Section 10.13(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Excluded Swap Obligation” means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Loan Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S.US Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such- Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.5, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its lending office, (c) US Taxes attributable to such Recipient’s failure to comply with Section 3.5 and, (d) any Taxes imposed under FATCA and (e) any UK Tax Deduction treated as an Excluded Tax by the terms of Section 3.5(h)(i).

“Exhibit” refers to a specific exhibit to this Agreement, unless another document is specifically referenced.

“Executive Order” has the meaning assigned to such term in Section 5.24.

“Facility Termination Date” means the earlier of (a) the Maturity Date and (b) the date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

“FATCA” means the Foreign Account Tax Compliance Act contained in Sections 1471 through 1474 of the Code as of the Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any intergovernmental agreements entered into in accordance therewith, and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwardsupward, if necessary, to the next 1/16 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwardsupward, if necessary, to the next 1/16 of 1%) of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” means that certain Fee Letter (as amended by that certain Engagement Letter dated as of November 15, 2019, by and between Wells Fargo Securities, LLC, Wells Fargo Bank, National Association, and FirstCash, Inc. and by the Fourth Amendment Fee Letter), dated as of June 13, 2016, by and between Wells Fargo Securities, LLC and First Cash Financial Services, Inc.

“Floor” means a rate of interest equal to 0.00%.

“Fifth Amendment” means that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of December 8, 2021.

“Fifth Amendment Effective Date” means the date all Conditions to Effectiveness set forth in Section 3.2 of the Fifth Amendment have been satisfied.

“First Amendment Effective Date” means May 30, 2017.

“First Cash Senior Notes” mean (i) the 2028 Notes, (ii) those certain 5.625% senior notes due 2030 issued by the Borrower to the holders thereof pursuant to that certain Indenture, dated as of December 13, 2021, between the Borrower, the guarantors party thereto and BOKF, NA dba Bank of Texas, as trustee, (iii) those certain 6.875% senior notes due 2032 issued by the Borrower to the holders thereof pursuant to that certain Indenture, dated as of February 21, 2024, between the Borrower, the guarantors party thereto and BOKF, NA dba Bank of Texas, as trusteethe 2030 Notes, (iii) the 2032 Notes, (iv) the 2034 Notes, and (ivv) any additional notes issued by the Borrower pursuant to such IndenturesBorrowers in accordance with Section 6.11(q) of this Agreement.

“Fixed Charge Coverage Ratio” means, for each compliance reporting period, for the preceding four (4) fiscal quarters, the ratio of (y) Consolidated Net Income plus Consolidated Interest Expense paid in cash plus Consolidated Rentals to (z) Current Maturities of Long Term Debt plus Consolidated Interest Expense paid in cash, plus Consolidated Rentals.

“Foreign Assets Control Regulations” has the meaning assigned to such term in Section 5.24.

“Foreign Lender” means a Lender that is not a U.S.US Person.

“Foreign Loan Parties” means, collectively, (a) the UK Borrowers, (b) HTL and (c) any other Foreign Subsidiary that becomes an Additional Borrower, Additional Guarantor or other Loan Party after the Tenth Amendment Effective Date in accordance with Section 1.9 or Section 6.20.

“Foreign Restructuring” means the reorganization of the ownership structure of the Foreign Subsidiaries of the BorrowerBorrowers so long as, immediately after giving effect thereto, the value of the Guarantees given by the Loam Guarantors is not materially impaired.

“Foreign Subsidiary” means any Subsidiary (including, for the avoidance of doubt, each of the UK Borrowers) that is not a Domestic Subsidiary.

“Fourth Amendment Effective Date” means November 9, 2020.

“Fourth Amendment Fee Letter” means Fee Letter dated as of November 9, 2020, by and between Wells Fargo Bank, National Association and the US Borrower.

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

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer and Letters of Credit denominated in Dollars, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.; (b) with respect to any L/C Issuer and Letters of Credit denominated in Alternative Currencies, such Defaulting Lender’s Alternative Currency Pro Rata Share of such outstanding L/C Obligations, if such Defaulting Lender is an Alternative Currency Lender, other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Alternative Currency Lenders or Cash Collateralized in accordance with the terms hereof; and (c) with respect to the Swingline Lender, such Defaulting Lender’s Pro Rata Share of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“GAAP” means generally accepted accounting principles in effect in the United States (or, in the case of Foreign Subsidiaries with significant operations outside the United States, generally accepted accounting principles in effect from time to time in their respective jurisdictions of organization or formation) applied on a consistent basis, subject, however, in the case of determination of compliance with the financial covenants set out in Section 6.19, to the provisions of Section 1.3.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory or self-regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or self-regulatory or administrative powers or functions of or pertaining to government (includingand including, for the avoidance of doubt, the European Central Bank, the Council of Ministers of the European Union, the Financial Conduct Authority (acting in accordance with Part 6 of the Financial Services and Markets Act 2000 (UK)), the Prudential Regulatory Authority and any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” of or by any Person (the “guarantor”) means any obligation (or the incurrence of any obligation), contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation (or the incurrence of 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 or other obligation 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 or other obligation 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 other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include (i) CSO Obligations, (ii) indemnities, product warranties or similar obligations incurred in the ordinary course of business or (iii) obligations under or in respect of any Permitted Receivables Financing.

“Guaranteed Obligations” has the meaning assigned to such term in Section 16.1. In no event shall the Guaranteed Obligations include any Excluded Swap Obligations.

“Holdings” means FirstCash Holdings, Inc., a Texas corporation, which as of the Fifth Amendment Effective Date, was the owner of 100% of the Equity Interests of the US Borrower and a Loan Guarantor hereunder.

“Honor Date” has the meaning assigned to such term in Section 2.19(c).

“HTL” means Harvey & Thompson Limited, a company incorporated under the laws of England and Wales with company number 02636684

“Immaterial Subsidiary” means any Subsidiary of Holdings whose portion of the (a) Consolidated Total Assets of the Loan Parties and their Subsidiaries does not exceed five percent (5%) of the aggregate Consolidated Total Assets of the Loan Parties and their Subsidiaries or (b) gross revenues of the Loan Parties and their Subsidiaries does not exceed five percent (5%) of the aggregate gross revenues of the Loan Parties and their Subsidiaries (as set forth in the most recently delivered consolidated balance sheet of the Loan Parties and their Subsidiaries delivered pursuant to Section 6.1).

“Incremental RCF Increase Amount” has the meaning assigned to such term in Section 2.24(I)(a).

“Incremental Term Loan” means any US dollar-denominated term loan made by an Incremental Term Loan Lender pursuant to an Incremental Term Loan Commitment under Section 2.24(II).

“Incremental Term Loan Amendment” means an amendment to this Agreement and, as applicable, the other Loan Documents, in form and substance reasonably satisfactory to the Agent, the Borrower Representative and the applicable Incremental Term Loan Lenders, entered into pursuant to Section 2.24(II).

“Incremental Term Loan Effective Date” means the effective date of any Incremental Term Loan Facility established pursuant to Section 2.24(II), as determined by the Agent and the Borrower Representative and set forth in the applicable Incremental Term Loan Amendment or related notice.

“Incremental Term Loan Cap” means $250,000,000.

“Incremental Term Loan Commitment” means, with respect to any Incremental Term Loan Lender, the commitment of such Incremental Term Loan Lender to make Incremental Term Loans pursuant to Section 2.24(II), as set forth in the applicable Incremental Term Loan Amendment.

“Incremental Term Loan Facility” means the facility consisting of Incremental Term Loan Commitments and Incremental Term Loans established pursuant to Section 2.24(II). Notwithstanding anything herein to the contrary, no Incremental Term Loan Facility shall be in the form of a “delayed draw term loan” facility or similar facility.

“Incremental Term Loan Lender” means each Lender or other Person that provides an Incremental Term Loan Commitment or holds an Incremental Term Loan, in each case, as a Lender hereunder.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (other than letters of credit issued in connection with CSO Obligations), (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business) to the extent such obligation is required to be listed as a liability on the balance sheet of such Person pursuant to GAAP, (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capitalized Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty (other than CSO Obligations), (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Swap Agreements, (ii) any and all Precious Metal Transactions, and (iii) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction and (k) all preferred Equity Interests issued by such Person that are not Qualified Preferred Equity. 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 provide that such Person is not liable therefor. The amount of Indebtedness of any Person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith. Notwithstanding the foregoing, Indebtedness shall not include (x) CSO Obligations or (y) obligations under or in respect of any Permitted Receivables Financing.

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

“Ineligible Institution” has the meaning assigned to such term in Section 12.3(b).

“Interest Payment Date” means a Payment Date in respect of interest payable hereunder.

“Interest Period” means, as to any SOFR Advance, the period commencing on the date such SOFR Advance is disbursed or converted to or continued as a SOFR Advance and ending on the date one (1), three (3) or six (6) months thereafter, in each case as selected by the Borrower Representative in its Borrowing Notice or Conversion/Continuation Notice and subject to availability; provided that:

(a)           the Interest Period shall commence on the date of advance of or conversion to any SOFR Advance and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

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

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

(d)           there shall be no more than ten (10) Interest Periods in effect at any time; and

(e)           no tenor that has been removed from this definition pursuant to Section 3.6(c)(iv) shall be available for specification in any Borrowing Notice or Conversion/Continuation Notice.

“Investment” of a Person means any (i) Acquisition by such Person, (ii) advance, loan (other than commission, travel, entertainment, relocation and similar advances to directors, officers and employees made in the ordinary course of business) or other extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) to, any Person or (iii) other capital contribution to or investment in any Person, including, without limitation, any Guarantee (including any support for a letter of credit issued on behalf of such Person but excluding any Guarantees (other than Guarantees of Indebtedness) entered into in the ordinary course of business) incurred for the benefit of such Person. The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus any cash payments actually received by such investor representing interest in respect of such Investment (to the extent any such payment to be deducted does not exceed the remaining principal amount of such Investment), but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (b) any Investment in the form of a Guarantee shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith by the BorrowerBorrowers, (c) any Investment in the form of a transfer of Equity Interests or other non-cash property or services by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the fair market value (as determined in good faith by the BorrowerBorrowers) of such Equity Interests or other property or services as of the time of the transfer, minus any payments actually received by such investor representing a return of capital of, or dividends or other distributions in respect of, such Investment (to the extent such payments do not exceed, in the aggregate, the original amount of such Investment), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment, and (d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment, plus (i) the cost of all additions thereto and minus (ii) the amount of any portion of such Investment that has been repaid to the investor as a repayment of principal or a return of capital, and of any payments or other amounts actually received by such investor representing interest, dividends or other distributions in respect of such Investment (to the extent the amounts referred to in clause (ii) do not, in the aggregate, exceed the original cost of such Investment plus the costs of additions thereto), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment. For purposes of Section 6.14, if an Investment involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with GAAP; provided that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably determined by the BorrowerBorrowers.

“ITA” means the UK’s Income Tax Act 2007.

“Joinder Agreement” means a Joinder Agreement in substantially the form of Exhibit B or such other form as the Agent may reasonably require or agree for any Additional Loan Party.

“Laws” means all statutes, laws, ordinances, regulations, orders, writs, injunctions, or decrees of the United States, any city or municipality, state, commonwealth, nation, country, territory, possession, or any Tribunal.

“L/C Advance” means, with respect to each Lender, such Lender’s participation in any L/C Borrowing in accordance with its Pro Rata Share.; provided that, with respect to any L/C Borrowing arising from a Letter of Credit denominated in an Alternative Currency, “L/C Advance” means, with respect to each Alternative Currency Lender, such Alternative Currency Lender’s participation in such L/C Borrowing in accordance with its Alternative Currency Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a CB Floating Rate Advance.

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

“L/C Issuer” means Wells Fargo in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder, provided, however, that there shall only be one L/C Issuer at any one time hereunder.

“L/C Obligations” means, as of any date of determination, the aggregate undrawn face amount of all outstanding Letters of Credit, plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

“LCT Test Date” means, with respect to any Limited Condition Transaction, the date on which the definitive acquisition agreement or other definitive agreement governing such Limited Condition Transaction is executed.

“Legal Reservations” means in relation to any Loan Party incorporated under the laws of England and Wales or any of their Subsidiaries:

(a)            the principle that certain equitable remedies may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, examinership, reorganization, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors;

(b)           the principle that an obligation and the rights of a creditor with respect to it may be affected by general law doctrines or statutory relief particularly in relation to matters such as fraud, misrepresentation, mistake, duress, unconscionable conduct, unfair contracts legislation, frustration, estoppel, waiver, lapse of time, penalties, courts retaining their ability to adjudicate, public policy or illegality;

(c)            the principle that the exercise of rights, powers or remedies under, or in relation to, any security or the Loan Documents (including the application of the proceeds of insurance, property, sale or enforcement) is subject to a number of general law or statutory restrictions, requirements and duties;

(d)           the time barring of claims under applicable limitation laws and defences of acquiescence, set off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void;

(e)            the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(f)            the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

(g)           the principle that a court may not give effect to any parallel debt provisions, covenants to pay the Agent or other similar provisions;

(h)            similar principles, rights and defenses under the laws of any relevant jurisdiction;

(i)             the making or the procuring of the appropriate registrations, filing, endorsements, notarisation, stampings and/or notification of the Loan Documents; or

(j)             any other matters (other than factual assumptions) which are set out as qualifications or reservations (however described) as to matters of law of general application in any legal opinion delivered pursuant to the Loan Documents.

“Lender” means any of the several banks and other financial institutions as are, or may from time to time become parties to this Agreement (including, without limitation, the L/C Issuer and, unless the context otherwise requires, the Swingline Lender); provided that notwithstanding the foregoing, “Lender” shall not include any Loan Party, any Loan Party’s Affiliates or Subsidiaries or any Ineligible Institution.

“Lending Installation” means, with respect to a Lender or the Agent, the office, branch, subsidiary or affiliate of such Lender or the Agent listed on the signature pages hereof or otherwise selected by such Lender or the Agent pursuant to Section 2.17.

“Letter of Credit” means any standby letter of credit issued hereunder.

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

“Letter of Credit Expiration Date” means the earlier of (a) the day that is on or before the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day), or (b) one year after the date of such Letter of Credit.

“Letter of Credit Fees” has the meaning assigned to such term in Section 2.19(g).

“Letter of Credit Sublimit” means, with regard to the Letters of Credit denominated in Dollars or Sterling, the aggregate amount of $20,000,000.00100,000,000.00. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitment.

“Leverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated Funded Indebtedness (including Subordinated Indebtedness) as of such date minus (ii) the aggregate amount of unrestricted cash and Cash Equivalent Investments of the Loan Parties as of such date, to (b) Consolidated EBITDA (for the four fiscal quarter period ending on or immediately prior to such date).

“Leverage Ratio Financial Covenant Reset Option” has the meaning assigned to such term in Section 6.19(b).

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Limited Condition Transaction” means any Permitted Acquisition or similar Permitted Investment, in each case, that is not conditioned on the availability of, or on obtaining, third-party financing and that the Borrower Representative designates in writing to the Agent as a Limited Condition Transaction to be financed solely with proceeds of Incremental Term Loans in accordance with Section 1.10 and Section 2.24(II).

“Liquidity” means, as of any date of determination, the sum of (a) the Aggregate Commitment minus the Revolving Principal Balance as of such date, plus (b) the aggregate amount available to be borrowed under any other Indebtedness of the Loan Parties (to the extent such other Indebtedness is permitted hereunder), plus (c) the amount of unrestricted cash and Cash Equivalent Investments of the Loan Parties.

“Loan” means, with respect to a Lender, such Lender’s loan made pursuant to Article II (including, for the avoidance of doubt, any Swingline Loan and any Incremental Term Loan) or any conversion or continuation thereof).; provided that Incremental Term Loans shall not be included as Loans for purposes of calculating availability, usage, mandatory prepayments or commitment fees under the Aggregate Commitment, any Commitment, the Alternative Currency Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swingline Commitment, except to the extent expressly provided in the applicable Incremental Term Loan Amendment.

“Loan Documents” means this Agreement, all Notes issued pursuant to Section 2.13, all Letters of Credit issued pursuant to Section 2.19, all Letter of Credit Applications, the Loan Guaranty, each Joinder Agreement, each Incremental Term Loan Amendment, and such other agreements and documents, any amendments or supplements thereto or modifications thereof executed or delivered pursuant to the terms of this Agreement.

“Loan Guarantor” means (a) Holdings and, (b) HTL, (c) each Domestic Subsidiary of Holdings (other than the US Borrower) or of the US Borrower (other than the UK Borrowers) that is required to become a Loan Guarantor pursuant to Section 6.20, and (d) each Additional Guarantor and each other Foreign Subsidiary that becomes a Loan Guarantor in accordance with Section 1.9 or Section 6.20.

“Loan Guaranty” means Article XVI of this Agreement.

“Loan Parties” means the BorrowerBorrowers, any Loan Guarantor, the Additional Loan Parties and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement and their successors and assigns.

“Loan Party” means any one of the Loan Parties.

“Loan Party Obligations” means all Obligations, together with all (a) Banking Services Obligations, (b) Swap Obligations owing to one or more Lenders or their respective Affiliates, and (c) Precious Metal Obligations owing to one or more Lenders or their respective Affiliates.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition or results of operations of the Loan Parties and their Subsidiaries, taken as a whole, (b) the ability of a Loan Party to perform its obligations under the Loan Documents to which it is a party, or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Agent or the Lenders thereunder.

“Material Acquisition or Investment” means an Acquisition or Investment with aggregate consideration for such Acquisition or Investment, in excess of $100,000,000.

“Maturity Date” means the earlierearliest to occur of (a) the fifth (5th) anniversary of the EighthTenth Amendment Effective Date and, (b) if, as of June 3, 2028 (the “Springing Maturity Date”) the 2028 Notes Outstanding Amount is greater than $250,000,000, the Maturity Date shall be June 3, 2028; provided, that, if Liquidity as of the Springing Maturity Date is equal to or greater than the sum of (i), if, as of such date, the aggregate principal amount outstanding under the 2028 Notes (such amount, the “2028 Notes Outstanding Amount”) plus (ii) $100,000,000, the Springing Maturity Date shall not apply (and the Maturity Date referenced in clause (a) above shall apply). is greater than $250,000,000; provided that this clause (b) shall not apply if Liquidity as of such date is equal to or greater than the sum of (i) the 2028 Notes Outstanding Amount plus (ii) $50,000,000, and (c) October 1, 2029, if, as of such date, the aggregate principal amount outstanding under the 2030 Notes (such amount, the “2030 Notes Outstanding Amount”) is greater than $275,000,000; provided that this clause (c) shall not apply if Liquidity as of such date is equal to or greater than the sum of (i) the 2030 Notes Outstanding Amount plus (ii) $50,000,000.

“Maximum Rate” means has the meaning assigned to such term in Section 15.4.

“Merger” means the merger of Cash America with and into Frontier Merger Sub, LLC, a wholly owned Subsidiary of the US Borrower, with Frontier Merger Sub, LLC surviving the Merger, such that following the Merger, Frontier Merger Sub, LLC will remain a wholly owned subsidiary of the US Borrower.

“Merger Agreement” means the Agreement and Plan of Merger dated as of April 28, 2016 among the US Borrower, Frontier Merger Sub LLC and Cash America.

“More Restrictive Covenant” means, with respect to (i) any Subordinated Indebtedness or Permitted Refinancing thereof having a principal amount in excess of $10,000,00050,000,000 or (ii) any Incremental Term Loan Facility, any financial covenant, negative covenant, default or similar restriction applicable to the Loan Parties or any of their Subsidiaries (regardless of whether such provision is labeled or otherwise characterized as a covenant), the subject matter of which is similar to the negative and financial covenants set forth in Article VI of this Agreement, the defaults set forth in Article VII of this Agreement or related to definitions in Article I of this Agreement, but which contains one or more percentages, ratios, amounts or formulas that isare more restrictive than those set forth herein or more beneficial to the holder or holders of the Indebtedness created or evidenced by the document in which such covenant or similar restriction is contained than to the Lenders hereunder, except to the extent such More Restrictive Covenant is also provided for the benefit of the Lenders hereunder.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which any Borrower or any ERISA Affiliate is making, is obligated to make or has made or been obligated to make contributions during the last six years.

“Non-Cash Compensation Expense” means any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive basedincentive-based compensation awards or arrangements.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-EEA Lender” means, with respect to any EEA Borrower, each Lender that has delivered an EEA Opt-Out Notice with respect to such EEA Borrower in accordance with Section 1.9(d).

“Non-USD Approved Currencies” means Sterling.

“Notes” means all of the promissory notes issued at the request of Lenders or the Swingline Lender pursuant to Section 2.13 in the form of Exhibit EE1 (including any Swingline Note) and “Note” means any one of the Notes.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations (including, but not limited to, L/C Obligations) of theany Borrower to the Lenders or to any Lender, the Agent or any indemnified party arising under the Loan Documents. In no event shall the Obligations include any Excluded Swap Obligations.

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

“Operating Lease” of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced, any Loan Document), or sold or assigned an interest in any Loan Document.

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

“Outstanding Amount” means (a) with respect to Advances on any date, the Dollar Equivalent of the Revolving Principal Balance after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent of the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Paid in Full” means the payment or satisfaction in full of the Obligations (other than with respect to contingent indemnification obligations for which no claim has been made), the termination of the Commitments and the cancellation of the Letters of Credit (other than those Letters of Credit that have been Cash Collateralized or otherwise backstopped in a manner acceptable to the L/C Issuer in its sole discretion (including by “grandfathering” into one or more future credit facilities)).

“Participant Register” has the meaning assigned to such term in Section 12.2(d).

“Participants” has the meaning assigned to such term in Section 12.2(a).

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Payment Date” means the last Business Day of each March, June, September and December and the Facility Termination Date.

“Payment Event of Default” means a Default specified in Section 7.2.

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

“Permitted Acquisition” means any Acquisition permitted pursuant to Section 6.14(c).

“Permitted Bridge Financing” means any customary bridge facility, escrow or similar arrangement of the Loan Parties that (a) so long as the use of proceeds is limited to the payment of consideration, the repayment of indebtedness and related fees, expenses and transaction costs, in each case for a Permitted Acquisition or other similar Permitted Investment not prohibited hereunder, such facility is issued with the intent to convert such facility into Additional Unsecured Senior Debt that satisfies all applicable maturity and weighted average life requirements set forth herein for any such Additional Unsecured Senior Debt and (b) otherwise provides that such bridge facility is automatically convertible (subject to the satisfaction of certain customary conditions) into Indebtedness that satisfies all applicable maturity and weighted average life requirements of Additional Senior Unsecured Debt.

“Permitted Investment” means any Investment (other than a Permitted Acquisition) permitted pursuant to Section 6.14.

“Permitted Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or otherwise acquires accounts receivable of Holdings, the BorrowerBorrowers or any Subsidiary and enters into a third party financing thereof on terms that the board of directors of the BorrowerBorrowers has concluded are customary and market terms that are fair to Holdings, the BorrowerBorrowers and the Subsidiaries.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus original issue discount, other amounts paid, and fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.11(i), the Indebtedness resulting from such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) the terms and conditions (including, if applicable, as to collateral) of such modification, refinancing, refunding, renewal or extension taken as a whole are customary for similar Indebtedness in light of then-prevailing market conditions as reasonably determined by the BorrowerBorrowers. For the avoidance of doubt, it is understood that a Permitted Refinancing may constitute a portion of an issuance of Indebtedness in excess of the amount of such Permitted Refinancing; provided that such excess amount is otherwise permitted to be incurred under Section 6.11.

“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which theany Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Precious Metal” means (i) silver (by the ounce) or silver bullion or (ii) gold (by the ounce) or gold bullion.

“Precious Metal Obligations” of a Loan Party means, with respect to any Loan Party, any obligation to pay under any agreement, contract or transaction that constitutes a Precious Metal Transaction.

“Precious Metal Transaction” means any agreement with respect to the current, future, forward or spot physical purchase or sale by any Loan Party of Precious Metal from or to any third party in the ordinary course of the business of any such Loan Party and which is not a Swap Agreement.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by the Agent as its prime rate at its offices at Fort Worth, Texas; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Principal Office” means the Agent’s office at Wells Fargo Bank, National Association, 1525 W W.T. Harris Blvd, 1st Floor, Charlotte, North Carolina 28262-8522.

“Prohibited Person” means any Person (a) listed in the Annex to the Executive Order or identified pursuant to Section 1 of the Executive Order; (b) is owned or controlled by, or acting for or on behalf of, any Person listed in the Annex to the Executive Order or identified pursuant to the provisions of Section 1 of the Executive Order; (c) with whom a Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or anti-laundering law, including the Executive Order; (d) who commits, threatens, conspires to commit, or support “terrorism” as defined in the Executive Order; (e) who is named as a “Specially designated national or blocked person” on the most current list published by the OFAC at its official website, at http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf or any replacement website or other replacement official publication of such list; or (f) who is owned or controlled by a Person listed above in clause (c) or (d).

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

“Pro Rata Share” means, with respect to each Lender, the percentage (carried out to the seventh decimal place) of the Aggregate Commitment set forth opposite the name of such Lender on the most recent Commitment Schedule 3,(and as such share may be adjusted as contemplated herein.). For the avoidance of doubt, Alternative Currency Loans and L/C Obligations denominated in Alternative Currencies shall be funded, participated in and paid in accordance with the Alternative Currency Pro Rata Shares or the actual amounts owed to the Alternative Currency Lenders, as applicable, and not in accordance with Pro Rata Shares.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Guarantor that has total assets exceeding $10,000,000 at the time such Swap Obligation is incurred or such other person as constitutes an ECP under the Commodity Exchange Act or any regulations promulgated thereunder.

“Qualified Preferred Equity” means any Equity Interests of Holdings or the BorrowerBorrowers that do not constitute Disqualified Equity Interests.

“QFC Credit Support” has the meaning assigned to such term in Section 9.15.

“QPP Certificate” means a creditor certificate for the purposes of the QPP Regulations.

“QPP Lender” means a Lender which has delivered a QPP Certificate to a UK Borrower, provided that such QPP Certificate is not a Withdrawn Certificate or a Cancelled Certificate, and which has not subsequently provided its scheme reference number and jurisdiction of tax residence in respect of the HM Revenue & Customs’ DT Treaty Passport scheme in accordance with Section 3.5(h)(iii).

“QPP Regulations” means the Qualifying Private Placement Regulations 2015 (2015 No. 2002).

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

“Recipient” means, as applicable, (a) the Agent, (b) any Lender, and (c) the L/C Issuer.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Reimbursement Obligation” means the obligation of the BorrowerBorrowers to reimburse the L/C Issuer pursuant to Section 2.19(c) for amounts drawn under Letters of Credit.

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

“Relevant Governmental Body” means (a) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the FRB or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the FRB or the Federal Reserve Bank of New York, or any successor thereto. and (b) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, any Alternative Currency, (i) the central bank for the Currency in which such Obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, or any central bank or other supervisor responsible for supervising such Benchmark Replacement or the administrator thereof or (ii) any working group or committee officially endorsed or convened by any of the foregoing.

“Revaluation Date” means, subject to Section 1.6(b),

(a)            with respect to any Loan denominated in an Alternative Currency, each of the following:

(iii)            such additional dates as the Agent shall reasonably determine, and

(b)            with respect to any Letter of Credit denominated in an Alternative Currency, each of the following:

(ii)            such additional dates as the Agent shall reasonably determine.

“RFR Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which banks are closed for general business in London.

“RFR Rate Day” has the meaning assigned to such term in the definition of Adjusted Daily Simple RFR.

“Rentals” of a Person means the aggregate fixed amounts payable by such Person under any Operating Lease.

“Reorganization” means, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term as used in Section 4241 of ERISA.

“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

“Reports” has the meaning assigned to such term in Section 9.6.

“Required Lenders” means, at any time, Lenders having Commitments and, to the extent existing at the applicable time of determination, outstanding Incremental Term Loans representing more than 50% of the sum of (a) the Aggregate Commitment at such time and (b) the aggregate principal amount of any outstanding Incremental Term Loans at such time; provided, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders, Obligations owing to such Defaulting Lender and, such Defaulting Lender’s Commitments and such Defaulting Lender’s Incremental Term Loans.

“Required Alternative Currency Lenders” means, at any time, Alternative Currency Lenders having Alternative Currency Commitments representing more than 50% of the aggregate Alternative Currency Commitments at such time; provided, that if any Alternative Currency Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Alternative Currency Lenders, Alternative Currency Exposure owing to such Defaulting Lender and such Defaulting Lender’s Alternative Currency Commitment.

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

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding or (d) any payment or prepayment of principal of, premium, if any, or interest on, redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Indebtedness of any Loan Party or any of its Subsidiaries.

“Restricted Stock Unit Awards” means restricted stock unit awards and deferred stock unit awards of Cash America.

“Revolving Facility Increase” has the meaning assigned to such term in Section 2.24(a).

“Revolving Principal Balance” means the aggregate unpaid principal balance of the Loans (other than Incremental Term Loans) (including Swingline Loans) at the time in question.

“Sanctions” has the meaning assigned to such term in Section 5.23(c).

“Schedule” refers to a specific schedule to this Agreement, unless another document is specifically referenced.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“Second Amendment Effective Date” means October 4, 2018.

“Securitization Subsidiary” means any Subsidiary of the BorrowerBorrowers:

(1)            that is designated a “Securitization Subsidiary” by the board of directors of the BorrowerBorrowers;

(2)            that does not engage in, and whose charter, bylaws, operating agreement or similar governing or constitutional document prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto;

(3)            no portion of the Indebtedness or any other obligations (contingent or otherwise) of such entity (i) is Guaranteed by Holdings, the BorrowerBorrowers or any Subsidiary, (ii) is recourse to or obligates Holdings, the BorrowerBorrowers or any Subsidiary in any way or (iii) subjects any property or asset of Holdings, the BorrowerBorrowers or any Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof; and

(4)            with respect to which none of Holdings, the BorrowerBorrowers nor any Subsidiary has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results;

other than, in respect of clauses (3) and (4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

“Senior Credit Facility” means the revolving credit facility established under this Agreement, including the Commitments, Alternative Currency Commitments, Swingline Facility and L/C Facility, and excluding any Incremental Term Loan Facility.

“Seventh Amendment” means that certain Seventh Amendment to Credit Agreement, dated as of the Seventh Amendment Effective Date, among the Borrower, Holdings, the other Loan Guarantors, the Lenders party thereto and the Administrative Agent.

“Seventh Amendment Effective Date” means October 18, 2023.

“Sixth Amendment Effective Date” means August 30, 2022.

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

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

“SOFR Advance” means any Loan bearing interest at a rate based on Adjusted Term SOFR as provided in Section 2.10.

“SONIA” means a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator.

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

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

“Spot Rate” means, subject to Section 1.6(b), for a Currency, the rate provided (either by publication or otherwise provided or made available to the Agent) by Thomson Reuters Corp. (or equivalent service chosen by the Agent in its reasonable discretion) as the spot rate for the purchase of such Currency with another currency at a time selected by the Agent in accordance with the procedures generally used by the Agent for syndicated credit facilities in which it acts as administrative agent.

“Sterling” or “£” means the lawful currency of the United Kingdom.

“Solvent” means, with respect to any Person, that (i) the fair value of the assets of such Person (determined on a going concern basis) is, on the date of determination, greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person as of such date and that, (ii) as of such date, such Person is able to pay all liabilities of such Person as they mature in the ordinary course of business and such Person does not have unreasonably small capital with which to carry on its business. The amount of contingent or unliquidated liabilities, as of such date will be computed at the amount which, in light of all of the facts and circumstances existing at the time, represents the amount that can reasonably be expected to become an actual or matured value discount to present value at rates believed to be reasonable by such Person. Notwithstanding the foregoing, in relation to any Loan Party incorporated under the laws of England and Wales, nothing in this definition shall be construed as a reference to, or as satisfying or failing to satisfy, the test(s) for inability to pay debts set out in section 123(2) of the Insolvency Act 1986 (UK).

“Specified Transaction” means any Investment, disposition, incurrence or repayment of Indebtedness, Restricted Payment, discontinuance of operations, or any other event that should be calculated on a pro forma basis for purposes of Section 6.19.

“Springing Maturity Date” has the meaning assigned to such term inmeans each date described in clauses (b) and (c) of the definition of “Maturity Date”, as applicable.

“Stock Repurchases” means the dollar amount expended by Holdings or the BorrowerBorrowers to acquire or retire any of its capital stock.

“Subordinated Indebtedness” of a Person means any Indebtedness of such Person, which is subordinated to payment of the Obligations on terms which are reasonably satisfactory to the Agent and which does not contain or is subject to any More Restrictive Covenants (except to the extent such More Restrictive Covenants are also provided for the benefit of the Lenders hereunder). It is understood and agreed that any Subordinated Indebtedness of the Loan Parties or any Subsidiary that contains terms customary in the market at such time for similar issuances shall be acceptable to the Agent.

“Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of Holdings. As of the Effective Date (and, after giving effect to the update required pursuant to Section 4.2(a), as of the Closing Date), there are no Subsidiaries except those listed on Schedule 1.

“Supported QFC” has the meaning assigned to such term in Section 9.15.

“Swap Agreement” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction, swaption or option transaction or similar agreement involving, or settled by reference to, one or more rates, currencies, financial 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, including any of the foregoing designed to mitigate risks to which any Loan Party has exposure to Precious Metals; 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 Loan Parties or the Subsidiaries shall be a Swap Agreement.

“Swap Obligations” of a Loan Party means, with respect to any Loan Guarantor, an obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of § 1a(47) of the Commodity Exchange Act (including, for the avoidance of doubt, any Swap Agreement, hedging Precious Metal risk against any applicable pricing indices).

“Swingline Commitment” means the lesser of (a) $50,000,000 and (b) the Aggregate Commitment. The Swingline Commitment is part of, and not in addition to, the Aggregate Commitment.

“Swingline Facility” means the swingline facility established pursuant to Section 2.1.

“Swingline Lender” means Wells Fargo (or any of its designated branch offices or Affiliates), in its capacity as swingline lender hereunder or any successor thereto.

“Swingline Loan” means any swingline loan made by the Swingline Lender to the US Borrower pursuant to Section 2.1, and all such swingline loans collectively as the context requires. All Swingline Loans shall be denominated in Dollars.

“Swingline Note” means a promissory note made by the US Borrower in favor of the Swingline Lender evidencing the Swingline Loans made by the Swingline Lender, substantially in the form of Exhibit E with such changes as are appropriate to evidence Swingline Loans, and any substitutes therefor, and any replacements, restatements, renewals or extensions thereof, in whole or in part.

“Swingline Participation Amount” has the meaning assigned to such term in Section 2.1(b)(iii).

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing.

“Tenth Amendment” means that certain Tenth Amendment to Amended and Restated Credit Agreement, dated as of the Tenth Amendment Effective Date, by and among the Borrowers and other Loan Parties party thereto, the Lenders party thereto and the Agent.

“Tenth Amendment Effective Date” means August 27, 2026.

“Term SOFR” means,

(a)            for any calculation with respect to a SOFR Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S.US Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Eastern time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S.US Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S.US Government Securities Business Day is not more than three (3) U.S.US Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b)            for any calculation with respect to a CB Floating Rate Advance on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “CB Floating Rate Term SOFR Determination Day”) that is two (2) U.S.US Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Eastern time) on any CB Floating Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S.US Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S.US Government Securities Business Day is not more than three (3) U.S.US Government Securities Business Days prior to such CB Floating Rate Term SOFR Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion).

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

“Third Amendment Effective Date” means December 19, 2019.

“Trading with the Enemy Act” has the meaning assigned to such term in Section 5.24.

“Transferee” has the meaning assigned to such term in Section 12.4.

“Type” means, with respect to any Advance, its nature as a CB Floating Rate Advance or a, SOFR Advance or Alternative Currency RFR Advance.

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

“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“Unreimbursed Amount” has the meaning assigned to such term in Section 2.19(c)(i).

“UK Borrowers” means, collectively, (a) Chess Holdco and (b) Chess Bidco.

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

“UK Loan Parties” means, collectively, (a) the UK Borrowers, (b) HTL and (c) any other Subsidiary organized or incorporated under the laws of England and Wales that becomes an Additional Borrower, Additional Guarantor or other Loan Party after the Tenth Amendment Effective Date in accordance with Section 1.9 or Section 6.20.

“UK Non-Bank Lender” means a Lender which gives a UK Tax Confirmation in the documentation which it executes on becoming a party as a Lender.

“UK Qualifying Lender” shall mean:

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

“UK Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under any Loan Document is either:

“UK Tax Deduction” shall mean a deduction or withholding imposed by the United Kingdom from payment under any Loan Document in respect of an advance to a UK Borrower for or on account of Tax in respect of a payment under any Loan Document.

“UK Treaty Lender” shall mean a Lender which is not a QPP Lender and:

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

(b)            does not carry on a business in the United Kingdom through a permanent establishment with which that Lender's participation in an advance pursuant to a Loan Document is effectively connected; and

(c)            fulfils any other conditions which must be fulfilled under the Treaty for residents of that Treaty State to obtain exemption from United Kingdom taxation on interest payable to that Lender in respect of an advance pursuant to a Loan Document, subject to the completion of any necessary procedural formalities.

“UK Treaty State” means a jurisdiction having a double taxation agreement (a "Treaty") with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

“US Borrower” means FirstCash, Inc., a Delaware corporation.

“U.S.US Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Sections 2.7, 2.8 and 2.9, in each case, such day is also a Business Day.

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

“U.S.US Special Resolution ReminesRegimes” has the meaning assigned to such term in Section 9.15.

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

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association, in its individual capacity, and its successors.

“Withdrawn Certificate” means a withdrawn certificate for the purposes of the QPP Regulations.

“Write-Down and Conversion Powers” means, 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.

1.2            Other Interpretive Provisions.

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

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

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

(iii)          The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced.

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

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

(e)           Notwithstanding anything to the contrary contained herein, in the event that, in connection with the consummation of any transaction (including, without limitation, the incurrence of any Indebtedness), availability under any “basket”, threshold, exception or permission set forth in this Agreement is determined by reference to the greater of (i) a fixed amount and (ii) an amount equal to a percentage of Consolidated Net Worth or Consolidated Total Assets, as applicable, the amount described in clause (ii) shall be calculated by reference to Consolidated Net Worth or Consolidated Total Assets, as the case may be, as at the date of consummation of such transaction (or the date of incurrence of such Indebtedness, as applicable), after giving pro forma effect thereto and to any transactions consummated in connection therewith.

1.3            Accounting Terms.

(a)           All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the financial statements, except as otherwise specifically prescribed herein. If, after the Effective Date, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 5.4, and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the BorrowerBorrowers or the Required Lenders may by notice to the Lenders and the BorrowerBorrowers, respectively, require that the Lenders and the BorrowerBorrowers negotiate in good faith to amend such covenants, standards and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Loan Parties and their Subsidiaries shall be the same as if such change had not been made. No delay by the BorrowerBorrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 1.3, financial covenants (all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the BorrowerBorrowers shall neither be deemed to be in compliance with any covenant hereunder or out of compliance with any covenant hereunder if such state of compliance or non-compliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

(b)          All terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (A) without giving effect to any election under the Financial Accounting Standards Board’s Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Loan Parties or any of their Subsidiaries at “fair value”, as defined therein, (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under the Financial Accounting Standards Board’s Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (C) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date and any operating lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as Capitalized Lease Obligations.

1.4            Rounding. Any financial ratios required to be maintained by the Loan Parties pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.5            References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

1.6            Foreign Currency DenominationDenominations; Exchange Rates; Currency Equivalents; Alternative Currency RFR.(a)      .Foreign Currency Denominations: For purposepurposes of determining compliance with any Dollar-denominated restriction on Indebtedness, Liens, Investments, Acquisitions or dispositions of Property, the Dollar-equivalentDollar Equivalent amount of such transaction denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such transaction was entered into (or, in the case of term debt, incurred, or in the case of revolving credit debt, first committed), provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect ofon the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the amount necessary to refinance the principal amount of such Indebtedness being refinanced. (b)      Exchange Rates; Currency Equivalents; Alternative Currency RFR:

(i)             The Agent shall determine the Dollar Equivalent amount of each extension of credit denominated in Alternative 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 Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any Currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Agent.

(ii)            Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of any 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 Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Agent.

(iii)           Notwithstanding the foregoing provisions of this Section 1.6(b) or any other provision of this Agreement, each L/C Issuer may compute the Dollar Equivalent of the maximum amount of each applicable Letter of Credit issued by such L/C Issuer by reference to exchange rates determined using any reasonable method customarily employed by such L/C Issuer for such purpose.

(iv)           Notwithstanding the foregoing provisions of this Section 1.6 or any other provision of this Agreement, in connection with Alternative Currency RFR Advances for a particular Borrower, the Spot Rate on each date of borrowing by such Borrower shall be the Spot Rate in effect as of the Revaluation Date applicable to the first borrowing of any such Alternative Currency RFR Advance by such Borrower in such Alternative Currency (or, if applicable, any later Revaluation Date pursuant to clause (a)(iii) of the definition of “Revaluation Date”).

1.7            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 on the first date of its existence by the holders of its Equity Interests at such time.

1.8            Rates. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.6(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the BorrowerBorrowers. The Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the BorrowerBorrowers, 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.

1.9            Designation of Additional Loan Parties.

(a)

The Borrower Representative may from time to time request that one or more Subsidiaries organized in an Approved Jurisdiction become an Additional Borrower and/or an Additional Guarantor hereunder by delivering to the Agent each of the following, in each case in form and substance reasonably satisfactory to the Agent:

(i) written notice of such request, executed by the Borrower Representative and such proposed Additional Loan Party, at least fifteen (15) Business Days prior to the proposed effective date of such joinder, or such shorter period as the Agent may agree in its sole discretion;

(ii) all documentation and other information with respect to such proposed Additional Loan Party requested by the Agent or any Lender in order to comply with requirements of the Patriot Act, applicable “know your customer” and beneficial ownership and anti-money laundering rules and regulations, in each case at least five (5) Business Days prior to the proposed effective date of such joinder, or such later date as the Agent may agree in its sole discretion;

(iii) a joinder agreement, in form and substance reasonably satisfactory to the Agent, pursuant to which such proposed Additional Loan Party shall become, as applicable, an Additional Borrower and a Borrower and/or an Additional Guarantor and a Loan Guarantor, in each case a Loan Party under this Agreement and the other Loan Documents, and, if such proposed Additional Loan Party is an Additional Borrower, appoints the Borrower Representative as its agent and representative for all purposes of this Agreement and the other Loan Documents;

(iv) organizational documents, governing documents, authorizing resolutions or other authorizing actions, incumbency certificates and certificates of good standing, existence or the equivalent, in each case with respect to such proposed Additional Loan Party and substantially consistent with the corresponding documents required to be delivered by Loan Parties under Section 4.2 or otherwise reasonably requested by the Agent;

(v) an opinion or opinions (including, if requested by the Agent, opinions of in-house counsel and local counsel) of counsel to such proposed Additional Loan Party, dated the date of such joinder and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of such proposed Additional Loan Party, non-contravention of such proposed Additional Loan Party’s organizational documents and such other matters as the Agent may reasonably request);

(vi) an officer’s certificate of an Authorized Officer of the Borrower Representative certifying that, immediately before and after giving effect to such joinder, no Default or Unmatured Default exists or would result therefrom;

(vii) if such proposed Additional Loan Party is an Additional Borrower and if requested by any Lender pursuant to Section 2.13, Notes executed by such proposed Additional Borrower in favor of such requesting Lender; and

(viii) updated schedules to the applicable Loan Documents to reflect such proposed Additional Loan Party and such other updates as the Agent may reasonably require.

(b)

(i) No Subsidiary shall become an Additional Borrower unless (x) the Agent and the Lenders, in their sole and absolute discretion, shall have consented in writing to such joinder and (y) such Subsidiary is organized in an Approved Jurisdiction. No Subsidiary shall become an Additional Guarantor unless such Subsidiary is organized in an Approved Jurisdiction.

(ii) Following receipt by the Agent of the items described in Section 1.9(a) and the written approval thereof, the joinder of such Additional Loan Party shall become effective only upon the execution and effectiveness of a joinder agreement and, if determined by the Agent to be necessary or advisable, an amendment to this Agreement and/or any other Loan Document, in each case in form and substance reasonably satisfactory to the Agent, to give effect to such joinder, including any amendments necessary to address references to the “Borrowers,” the “Borrower Representative,” “Loan Parties,” “Obligations,” borrowing mechanics, tax provisions, notice provisions, jurisdiction provisions, Alternative Currency Borrower status and related matters.

(c) Upon the effectiveness of any joinder pursuant to this Section 1.9, each Additional Borrower shall be a “Borrower,” a “Loan Party” and one of the “Borrowers” for all purposes of this Agreement and the other Loan Documents, and each Additional Guarantor shall be a “Loan Guarantor” and a “Loan Party” for all purposes of this Agreement and the other Loan Documents. Without limiting Section 2.26, each Borrower, including each Additional Borrower, shall be jointly and severally liable as a primary obligor for all Obligations, including all Obligations of each other Borrower, whether arising before, on or after the date such Additional Borrower becomes a Borrower.

(d) Notwithstanding anything herein to the contrary, in connection with the joinder of any Subsidiary organized under the laws of an EEA Member Country as an Additional Borrower (an “EEA Borrower”), the Agent shall promptly notify each Lender in writing of such proposed joinder following receipt of the items described in Section 1.9(a). Each Lender may then elect, in its sole discretion, not to make Loans to, or acquire or participate in any L/C Obligations issued for the account of, such EEA Borrower by delivering to the Agent and the Borrower Representative a written notice of such election (an “EEA Opt-Out Notice”) on or before the date that is ten (10) Business Days after such Lender’s receipt of the Agent’s notice of the proposed joinder (or such later date as the Agent may agree in its sole discretion). Each Lender that timely delivers an EEA Opt-Out Notice with respect to an EEA Borrower (a “Non-EEA Lender”) shall have no obligation to make Loans to, or to acquire or participate in any L/C Obligations issued for the account of, such EEA Borrower, and no portion of such Non-EEA Lender’s Commitment shall be available to fund any extension of credit to such EEA Borrower; provided that each Non-EEA Lender shall remain obligated in respect of its Commitment with respect to all other Borrowers. Any Lender that does not timely deliver an EEA Opt-Out Notice with respect to an EEA Borrower shall be deemed to have consented to make Loans to, and to acquire and participate in L/C Obligations issued for the account of, such EEA Borrower on the terms set forth in this Agreement.

(e) If, in connection with the joinder of any EEA Borrower, one or more Lenders deliver an EEA Opt-Out Notice pursuant to Section 1.9(d), the Agent and the Borrower Representative shall be permitted to, without the consent of any other Lender or any other Person, amend this Agreement and the other Loan Documents to establish a separate sub-tranche of Commitments applicable solely to extensions of credit to such EEA Borrower (an “EEA Sub-Tranche”), to be held ratably by the Lenders other than the Non-EEA Lenders with respect to such EEA Borrower, and to make such other conforming changes to this Agreement, including the Commitment Schedule and to provisions hereof governing the funding, repayment and voting rights applicable to such EEA Sub-Tranche, as the Agent reasonably determines to be necessary or appropriate to give effect to the foregoing, in a manner consistent with the treatment of the Alternative Currency Commitments under this Agreement.

1.10          Limited Condition Transactions

. Notwithstanding anything to the contrary in this Agreement, if the Borrower Representative designates a proposed Permitted Acquisition or similar Permitted Investment as a Limited Condition Transaction and notifies the Agent in writing that the Borrowers wish to test the conditions to the applicable Incremental Term Loan Facility in accordance with this Section 1.10, then, solely for purposes of such Incremental Term Loan Facility and solely to finance such Limited Condition Transaction with proceeds of Incremental Term Loans, the following provisions shall apply. For the avoidance of doubt, this Section 1.10 shall not apply to, modify or condition the availability of the Senior Credit Facility, any Revolving Facility Increase, any Loan under the revolving credit facility, any Swingline Loan, any Letter of Credit, any Alternative Currency Loan or any other extension of credit other than the applicable Incremental Term Loans.

(a)            No Default. Any condition to such Limited Condition Transaction or the related Incremental Term Loan Facility requiring that no Default or Unmatured Default shall have occurred and be continuing shall be satisfied if (i) no Default or Unmatured Default shall have occurred and be continuing on the LCT Test Date and (ii) no Payment Event of Default or Bankruptcy Event of Default shall have occurred and be continuing both (x) immediately before and (y) immediately after giving effect to the consummation of such Limited Condition Transaction and the incurrence of the related Incremental Term Loans.

(b)           Representations. Any condition to such Limited Condition Transaction or the related Incremental Term Loan Facility that the representations and warranties in this Agreement or any other Loan Document shall be true and correct at the time of consummation of such Limited Condition Transaction or the incurrence of the related Incremental Term Loans shall be deemed satisfied if (i) such representations and warranties are true and correct in all material respects on the LCT Test Date, except that any representation and warranty that contains a materiality qualification shall be true and correct in all respects and any representation and warranty that speaks as of an earlier date shall remain true and correct as of such earlier date, and (ii) as of the date of consummation of such Limited Condition Transaction, (A) the representations and warranties under the definitive agreement governing such Limited Condition Transaction that are material to the Incremental Term Loan Lenders shall be true and correct, but only to the extent that the applicable Loan Party has the right to terminate its obligations under such definitive agreement or otherwise decline to close as a result of a breach of such representations and warranties or the failure of such representations and warranties to be true and correct, and (B) the representations and warranties in this Agreement and the other Loan Documents that are customary for similar “funds certain” financings and specified in the applicable Incremental Term Loan Amendment shall be true and correct in all material respects, except that any such representation and warranty that contains a materiality qualification shall be true and correct in all respects.

(c)           Financial Ratio Testing. The Leverage Ratio requirement set forth in Section 2.24(II)(d)(iv) and any other applicable basket or permission (solely to the extent such basket or permission is utilized or relied upon in connection with a Limited Condition Transaction in accordance with the terms of this Agreement), shall be tested as of the LCT Test Date, after giving pro forma effect to the applicable Limited Condition Transaction, the establishment and incurrence of the related Incremental Term Loans and the use of proceeds thereof. For the avoidance of doubt, such ratio, basket or other permission shall not be retested at the time of consummation of such Limited Condition Transaction, and if any such ratio, basket or permission is exceeded after the LCT Test Date but before the consummation of such Limited Condition Transaction as a result of fluctuations in such ratio, test, percentage-based basket or other basket or amount, including fluctuations in Consolidated EBITDA of the Loan Parties and their Subsidiaries or the Person or assets being acquired, such ratio, basket or permission shall not be deemed to have been exceeded solely for purposes of determining whether the applicable Incremental Term Loan Facility may be established or incurred to finance such Limited Condition Transaction.

(d)          Subsequent Calculations. Except as provided in the next sentence, for any subsequent calculation of any ratio or basket on or after the LCT Test Date and before the earlier of the date on which such Limited Condition Transaction is consummated and the date on which the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation, such ratio or basket shall be calculated both (i) on a pro forma basis assuming such Limited Condition Transaction and the related transactions, including the incurrence of the Incremental Term Loans, have been consummated and (ii) assuming such Limited Condition Transaction and related transactions have not been consummated. Notwithstanding the foregoing, any calculation of a ratio for purposes of determining the Applicable Margin or determining compliance with Section 6.19 shall be calculated assuming such Limited Condition Transaction and related transactions have not been consummated.

(e)           Multiple Transactions. The provisions of this Section 1.10 shall apply with similar effect during the pendency of multiple Limited Condition Transactions, such that each possible scenario is separately tested. Nothing in this Section 1.10 shall permit the proceeds of any Incremental Term Loan to be used for any purpose other than the purposes expressly permitted by Section 2.24(II) or waive any condition applicable to the Senior Credit Facility, Swingline Loans, Letters of Credit, Alternative Currency Loans or any other extension of credit other than the applicable Incremental Term Loans.

Article II.

THE CREDITS

2.1            Commitment.

(a)           . From and including the Closing Date (or, solely in respect of the Alternative Currency Commitments, the Tenth Amendment Effective Date) and prior to the Facility Termination Date, (x) each Lender severally, but not jointly, agrees, on the terms and conditions set forth in this Agreement, to make Loans to the Borrower(other than Swingline Loans) in Dollars to the Borrowers (other than the UK Borrowers) from time to time in amounts not to exceed in the aggregate at any one time outstanding the amount of its Commitment and (y) each Alternative Currency Lender severally, but not jointly, agrees, on the terms and conditions set forth in this Agreement, to make Alternative Currency Loans in Non-USD Approved Currencies to Alternative Currency Borrowers from time to time in amounts not to exceed in the aggregate at any one time outstanding the amount of its Alternative Currency Commitment; provided, however, that (i) with regard to each Lender individually, the sum of such Lender’s Pro Rata Share of the aggregate principal amount of outstanding Loans plus such Lender’s Pro Rata Share of outstanding L/C ObligationsCommitted Funded Exposure shall not exceed such Lender’s Commitment and, (ii) with regard to each Alternative Currency Lender individually, such Alternative Currency Lender’s Alternative Currency Exposure shall not exceed such Lender’s Alternative Currency Commitment, (iii) with regard to the Lenders collectively, the sum of the aggregate principal amount of outstanding Loans plus outstanding L/C Obligations shall not exceed the Aggregate Commitment then in effect and (iv) the Dollar Equivalent of the aggregate outstanding amount of all Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit (provided that the sum of (x) the Dollar Equivalent of the aggregate outstanding amount of all L/C Obligations denominated in Alternative Currencies and (y) the outstanding L/C Obligations denominated in Dollars shall not, collectively, exceed the Letter of Credit Sublimit). Subject to the terms of this Agreement, the BorrowerBorrowers may borrow, repay and reborrow at any time prior to the Facility Termination Date. The Commitments to lend hereunder shall become effective on the ClosingTenth Amendment Effective Date and shall expire on the Facility Termination Date. For the avoidance of doubt, and notwithstanding anything herein to the contrary, (x) no Lender that is not an Alternative Currency Lender shall have any obligation to make, maintain, fund, participate in or otherwise acquire any interest in any Alternative Currency Loan and (y) no Lender other than the Swingline Lender shall have any obligation to make Swingline Loans, except for each Lender’s obligations to fund CB Floating Rate Advances or participations in respect of Swingline Loans as expressly provided in this Section 2.1.

(b)           Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, the Swingline Lender may, in its sole discretion, make Swingline Loans in Dollars to the US Borrower from time to time from the Tenth Amendment Effective Date to, but not including, the Facility Termination Date; provided that (i) after giving effect to any amount requested, the sum of the aggregate principal amount of outstanding Loans plus outstanding L/C Obligations shall not exceed the Aggregate Commitment then in effect and (ii) the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) shall not exceed the Swingline Commitment. Notwithstanding any provision herein to the contrary, the Swingline Lender and the US Borrower may agree that the Swingline Facility may be used to automatically draw and repay Swingline Loans (subject to the limitations set forth herein) pursuant to cash management arrangements between the US Borrower and the Swingline Lender (the “Sweep Arrangement”). Principal and interest on Swingline Loans deemed requested pursuant to the Sweep Arrangement shall be paid pursuant to the terms and conditions agreed to between the US Borrower and the Swingline Lender (without any deduction, setoff or counterclaim whatsoever). The borrowing and disbursement provisions set forth in Section 2.8 and any other provision hereof with respect to the timing or amount of payments on the Swingline Loans (other than Section 2.7) shall not be applicable to Swingline Loans made and prepaid pursuant to the Sweep Arrangement. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Arrangement, the principal amount of the Swingline Loans shall be paid in full, together with accrued interest thereon, on the Facility Termination Date.

(c)           Refunding.

(i)             The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the US Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), by written notice given no later than 11:00 a.m. (Fort Worth, Texas time) on any Business Day request each Lender to make, and each Lender hereby agrees to make, a CB Floating Rate Advance in Dollars in an amount equal to such Lender’s Pro Rata Share of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Lender shall make the amount of such CB Floating Rate Advance available to the Agent in immediately available funds at the Agent’s address specified pursuant to Article XIII or such other office as the Agent may designate not later than 1:00 p.m. (Fort Worth, Texas time) on the day specified in such notice. The proceeds of such CB Floating Rate Advances shall be immediately made available by the Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Lender’s obligation to fund its Pro Rata Share of a Swingline Loan shall be affected by any other Lender’s failure to fund its Pro Rata Share of a Swingline Loan, nor shall any Lender’s Pro Rata Share be increased as a result of any such failure of any other Lender to fund its Pro Rata Share of a Swingline Loan.

(ii)            The Borrowers shall pay to the Swingline Lender on demand, and in any event on the Facility Termination Date, in immediately available funds the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the Borrowers irrevocably authorize the Agent to charge any account maintained by any Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of any Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Pro Rata Shares.

(iii)           If for any reason any Swingline Loan cannot be refinanced with a CB Floating Rate Advance pursuant to Section 2.1(c)(i), each Lender shall, on the date such CB Floating Rate Advance was to have been made pursuant to the notice referred to in Section 2.1(c)(i), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to such Lender’s Pro Rata Share of the aggregate principal amount of Swingline Loans then outstanding. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its Swingline Participation Amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (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 that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(iv)           Each Lender’s obligation to make the CB Floating Rate Advances referred to in Section 2.1(c)(i) and to purchase participating interests pursuant to Section 2.1(c)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrowers may have against the Swingline Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Unmatured Default or the failure to satisfy any of the other conditions specified in Article IV, (C) any adverse change in the condition (financial or otherwise) of the Borrowers, (D) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(v)            If any Lender fails to make available to the Agent, for the account of the Swingline Lender, any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.1(c) by the time specified in Section 2.1(c)(i) or Section 2.1(c)(iii), as applicable, the Swingline Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the Federal Funds Effective Rate, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s CB Floating Rate Advance or Swingline Participation Amount, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (v) shall be conclusive absent manifest error.

(d)           Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, this Section 2.1 shall be subject to the terms and conditions of Section 2.21 and Section 2.22.

2.2            Required Payments; Termination. Any outstanding Advances under the Senior Credit Facility and all other unpaid Obligations in respect of the Senior Credit Facility shall be Paid in Full by the BorrowerBorrowers on the Facility Termination Date, and all Swingline Loans shall be repaid in accordance with Section 2.1(c) but, in any event, no later than the Facility Termination Date. Each Incremental Term Loan shall be repaid on the dates and in the amounts set forth in the applicable Incremental Term Loan Amendment. If at any time after the Closing Date, the sum of the Dollar Equivalent of the aggregate principal amount of outstanding Loans plus(other than Incremental Term Loans) plus the Dollar Equivalent of outstanding L/C Obligations shall exceed the Aggregate Commitment, the BorrowerBorrowers shall immediately prepay the Loans (other than Incremental Term Loans) and (after all such Loans have been repaid and without a permanent reduction of the Aggregate Commitment) Cash Collateralize the L/C Obligations in an amount sufficient to eliminate such excess. , with any such prepayment applied first, to the principal amount of outstanding Swingline Loans, and second, to the principal amount of other outstanding Loans (other than Incremental Term Loans). If at any time the aggregate principal amount of outstanding Swingline Loans exceeds the Swingline Commitment, the Borrowers shall immediately prepay Swingline Loans in an amount sufficient to eliminate such excess. If at any time the Dollar Equivalent of the aggregate outstanding amount of Loans (other than Incremental Term Loans) and L/C Obligations denominated in Alternative Currencies exceeds the Alternative Currency Sublimit or the aggregate Alternative Currency Commitments, as applicable, the Borrowers shall, within five (5) Business Days after notice from the Agent, prepay Alternative Currency Loans and/or Cash Collateralize L/C Obligations denominated in Alternative Currencies in an amount sufficient to eliminate such excess, with any such prepayment applied to the Alternative Currency Loans of the Alternative Currency Lenders in accordance with their respective Alternative Currency Pro Rata Shares or the actual amounts owed to such Lenders, as applicable.

2.3            Ratable Loans. Each Advance hereunder consisting of (x) Loans denominated in Dollars under the Senior Credit Facility (other than Swingline Loans, but including CB Floating Rate Advances made to refund Swingline Loans pursuant to Section 2.1(b)) shall consist of Loans made from the several Lenders ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment (the Pro Rata Shares)., (y) Alternative Currency Loans shall consist of Loans made solely from the several Alternative Currency Lenders ratably in accordance with their respective Alternative Currency Pro Rata Shares, and (z) Incremental Term Loans shall consist of Loans made solely by the applicable Incremental Term Loan Lenders in accordance with their respective Incremental Term Loan Commitments.

2.4            Types of Advances. The Advances may be CB Floating Rate Advances or, SOFR Advances or Alternative Currency RFR Advances, or a combination thereof, selected by the Borrower Representative in accordance with Sections 2.8 and 2.9. Alternative Currency RFR Advances shall be denominated in Sterling. Swingline Loans shall be denominated only in Dollars and shall bear interest at the rate applicable to CB Floating Rate Advances.

2.5            Commitment Fee; Reductions in Aggregate Commitment; Administrative Fee.

(a)           The Borrower Representative agrees to pay to the Agent for the account of each Lender in accordance with its Pro Rata Share a commitment fee (which shall begin to accrue, for the avoidance of doubt, on and after the Closing Date) equal to the Applicable Margin times the actual daily amount by which the Aggregateunused amount of such Lender’s Commitment exceeds the sum of (i) the Outstanding Amount of Advances, and (ii) the Outstanding Amount of L/C Obligations, payable quarterly in arrears on each Payment Date and on the Facility Termination Date. For purposes of computing commitment fees, the Commitment of each Lender shall be deemed used to the extent of the sum of (i) the aggregate principal amount of such Lender’s outstanding Loans (other than Incremental Term Loans) denominated in Dollars, (ii) such Lender’s Pro Rata Share of the outstanding L/C Obligations in respect of Letters of Credit denominated in Dollars and (iii) solely if such Lender is an Alternative Currency Lender, such Lender’s Alternative Currency Exposure. For purposes of this Section 2.5(a), “Alternative Currency Lender” means any Lender with an Alternative Currency Commitment or, if the Alternative Currency Commitments have terminated, holding any outstanding Loan or participation in L/C Obligations denominated in an Alternative Currency; “Alternative Currency Commitment” means, with respect to each Alternative Currency Lender, the portion of such Lender’s Commitment available for Loans and L/C Obligations denominated in Alternative Currencies, if any, as set forth on the most recent Commitment Schedule or otherwise agreed in writing by the Borrower Representative, the Agent and such Alternative Currency Lender; and “Alternative Currency Exposure” means, with respect to each Alternative Currency Lender, the Dollar Equivalent of the aggregate principal amount of such Lender’s outstanding Loans denominated in Alternative Currencies and its participations in L/C Obligations denominated in Alternative Currencies. For the avoidance of doubt, Loans and L/C Obligations denominated in Alternative Currencies shall not be deemed to use or reduce the Commitment of, or otherwise reduce the unused commitment fee base of, any Lender that is not an Alternative Currency Lender, and no such Lender shall be entitled to any commitment fee, payment or other allocation in respect of Loans or L/C Obligations denominated in Alternative Currencies, except as otherwise expressly provided in Section 2.23(b) after the exercise of remedies. The Borrower Representative may permanently reduce the Aggregate Commitment in whole, or in part ratably among theall Lenders in integral multiples of $5,000,000.00, upon at least five (5) Business Days’ written notice to the Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal amount of the outstanding Advances (excluding Incremental Term Loans) and L/C Obligations; provided, further, that any reduction of Alternative Currency Commitments shall be made ratably among the Alternative Currency Lenders according to their respective Alternative Currency Pro Rata Share unless each affected Alternative Currency Lender agrees otherwise. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder.; and provided further that, notwithstanding the foregoing or anything to the contrary included in this Agreement, the parties hereto agree that Commitments in respect of Alternative Currency Loans may be terminated on a non-pro rata basis as relates to the aggregate “Multicurrency Tranche” as set forth on the most recent Commitment Schedule (i.e., to allow the Borrowers to terminate only borrowing capacity in Sterling while preserving (but not increasing) aggregate “other” permitted and existing borrowing capacity in Dollars) (but, in all cases, with such termination applied on a pro rata basis across the Alternative Currency Commitments). In the event the Borrowers so elect, the Agent will furnish to the Borrowers and the Lenders an updated Commitment Schedule reflecting the updated Commitments after giving effect to any such Alternative Currency Commitment termination.

(b)          On the Closing Date and on each anniversary of the Closing Date thereafter, the Borrower Representative agrees to pay to the Agent the annual administrative fee as described in the Fee Letter.

(c)           If the Closing Date does not occur on or prior to December 31, 2016, the Commitments hereunder and this Agreement shall automatically terminate on such date without further action by any party hereto.

2.6            Minimum Amount of Each Advance. Each SOFR Advance shall be in the minimum amount of $100,000.00 (and in multiples of $100,000.00 if in excess thereof), and each CB Floating Rate Advance (other than a Swingline Loan) shall be in the minimum amount of $25,000.00 (and in multiples of $25,000.00 if in excess thereof), each Swingline Loan shall be in the minimum amount of $100,000.00 (and in multiples of $100,000.00 if in excess thereof), and each Alternative Currency Loan shall be in the minimum amount of the Alternative Currency Equivalent of $100,000.00 (and in multiples of the Alternative Currency Equivalent of $100,000.00 if in excess thereof); provided, however, that any CB Floating Rate Advance may be in the amount of the unused Aggregate Commitment., any Swingline Loan may be in the amount of the unused Swingline Commitment and any Alternative Currency Loan may be in the amount of the unused Alternative Currency Commitments. Any Incremental Term Loans shall be subject to the minimum amounts set forth in Section 2.24(II) and the applicable Incremental Term Loan Amendment

2.7            Optional Principal Payments. The BorrowerExcept for Incremental Term Loans (which shall be prepaid in accordance with Section 2.24(II) and the applicable Incremental Term Loan Amendment), the Borrower Representative may from time to time, on behalf of the Borrowers, pay, without penalty or premium, all outstanding CB Floating Rate Advances (other than Swingline Loans), or, in a minimum aggregate amount of $25,000.00 or any integral multiple of $25,000.00 in excess thereof, any portion of the outstanding CB Floating Rate Advances (other than Swingline Loans) upon one (1) Business Day’s prior notice to the Agent. The Borrower Representative may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4, on behalf of the Borrowers, pay, without penalty or premium, all outstanding SOFR AdvancesSwingline Loans, or, in a minimum aggregate amount of $100,000.00 or any integral multiple of $100,000.00 in excess thereof, any portion of the outstanding SOFR AdvancesSwingline Loans, upon irrevocable written notice to the Agent not later than 11:00 a.m. (Fort Worth, Texas time) on the same Business Day as such prepayment. The Borrower Representative may from time to time, on behalf of the Borrowers, pay, subject to the payment of any funding indemnification amounts required by Section 3.4, all outstanding SOFR Advances or Alternative Currency RFR Advances, or, in a minimum aggregate amount of $100,000.00 (or the Alternative Currency Equivalent thereof) or any integral multiple of $100,000.00 (or the Alternative Currency Equivalent thereof) in excess thereof, any portion of the outstanding SOFR Advances or Alternative Currency RFR Advances upon two (2) U.S.US Government Securities Business Days’ prior notice to the Agent. in the case of SOFR Advances and five (5) Business Days’ prior notice to the Agent in the case of Alternative Currency RFR Advances. Each optional repayment or prepayment of Alternative Currency Loans shall be paid to the Agent for the account of the Alternative Currency Lenders holding such Alternative Currency Loans and shall be applied ratably to such Alternative Currency Loans in accordance with the actual amounts of such Alternative Currency Loans being prepaid or, if applicable, the Alternative Currency Pro Rata Shares of the Alternative Currency Lenders.

2.8            Method of Selecting Types and Interest Periods for New Advances. The Borrower Representative shall select the Type of Advance, the Applicable Currency, the applicable Borrower and, in the case of each SOFR Advance, the Interest Period applicable thereto from time to time; provided that (x) any Borrowing Notice requesting an Alternative Currency Loan shall identify an Alternative Currency Borrower as the applicable Borrower and no Borrower that is not an Alternative Currency Borrower may request or receive an Alternative Currency Loan and (y) any Borrowing Notice requesting a Swingline Loan shall identify the US Borrower as the applicable Borrower, shall request Dollars only and shall not specify an Interest Period. The Borrower Representative shall give the Agent irrevocable notice in substantially the form of Exhibit F (a “Borrowing Notice”) not later than 11:00 a.m. (Fort Worth, Texas time) (i) on the same Business Day as the Borrowing Date in the case of a Swingline Loan, (ii) at least one (1) Business Day before the Borrowing Date (two (2) U.S.in the case of a CB Floating Rate Advance (other than a Swingline Loan), (iii) two (2) US Government Securities Business Days before the Borrowing Date in the case of a SOFR Advance) and (iv) five (5) Business Days before the Borrowing Date in the case of an Alternative Currency RFR Advance, specifying:

(a)           the requested Borrowing Date, which shall be a Business Day or U.S., US Government Securities Business Day or RFR Business Day, as applicable, of such Advance,

(b)           the aggregate principal amount of such Advance,

(c)           whether such Loan is to be a Loan under the Senior Credit Facility denominated in Dollars (other than a Swingline Loan), an Incremental Term Loan, an Alternative Currency Loan or a Swingline Loan,

(d)            (c) the Type ofApplicable Currency of such Advance selected, which shall be Dollars in the case of any Swingline Loan, and

(e)            (d) in the case of each Advance other than a Swingline Loan, the Type of Advance selected and, in the case of each SOFR Advance, the Interest Period applicable thereto.

Not later than 1:00 P.M. (Fort Worth, Texas time) on each Borrowing Date, each for Dollar-denominated Loans and not later than the applicable time specified by the Agent for Alternative Currency Loans, (a) each applicable Lender shall make available its Loan or Loans in funds(other than Swingline Loans) in immediately available in Fort Worth, Texasfunds in the applicable Currency to the Agent at its address specified pursuant to Article XIII or such other office as the Agent may designate and (b) the Swingline Lender shall make available to the Agent, for the account of the US Borrower, in immediately available funds, the Swingline Loans to be made on such Borrowing Date; provided that only Alternative Currency Lenders shall be required to make Alternative Currency Loans, and such Alternative Currency Loans shall be made in accordance with their Alternative Currency Pro Rata Shares; provided, further, that only Incremental Term Loan Lenders shall be required to make Incremental Term Loans, and such Incremental Term Loans shall be made in accordance with their respective Incremental Term Loan Commitments and the applicable Incremental Term Loan Amendment. The Agent will make the funds so received from the applicable Lenders or the Swingline Lender available to the Borrower at the Principal Officeapplicable Borrower as directed by the Borrower Representative. Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.1(b).

2.9            Conversion and Continuation of Outstanding Advances. CB Floating Rate Advances shall continue as CB Floating Rate Advances unless and until such CB Floating Rate Advances are converted into SOFR Advances pursuant to this Section 2.9 or are repaid in accordance with Section 2.7. Each SOFR Advance shall continue as a SOFR Advance until the end of the then applicable Interest Period therefor, at which time such SOFR Advance shall be automatically converted into a SOFR Advance with an Interest Period of one month unless (a) such SOFR Advance is or was repaid in accordance with Section 2.7 or (b) the BorrowerBorrowers shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such SOFR Advance continue as a SOFR Advance for the same or another Interest Period. Subject to the terms of Section 3.6, the BorrowerBorrowers may elect from time to time to convert all or any part of a CB Floating Rate Advance into a SOFR Advance. The Borrower; provided that Swingline Loans may not be converted into or continued as SOFR Advances or Alternative Currency RFR Advances. The Borrowers shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a CB Floating Rate Advance into a SOFR Advance or continuation of a SOFR Advance not later than 11:00 a.m. (Fort Worth, Texas time) at least two (2) U.S.US Government Securities Business Days prior to the date of the requested conversion or continuation, specifying:

(a)           the requested date, which shall be a U.S.US Government Securities Business Day, of such conversion or continuation,

(b)           the aggregate amount and Type of the Advance which is to be converted or continued, and

(c)           the amount of such Advance which is to be converted into or continued as a SOFR Advance and the duration of the Interest Period applicable thereto.

2.10          Changes in Interest Rate; Applicable Margin. Each CB Floating Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically converted from a SOFR Advance into a CB Floating Rate Advance pursuant to Section 2.9, to but excluding the date it is paid or is converted into a SOFR Advance pursuant to Section 2.9 hereof, at a rate per annum equal to the CB Floating Rate for such day plus the Applicable Margin. Each Swingline Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the CB Floating Rate for such day plus the Applicable Margin applicable to CB Floating Rate Advances and shall not be converted into or continued as a SOFR Advance or Alternative Currency RFR Advance. Changes in the rate of interest on that portion of any Advance maintained as a CB Floating Rate Advance or Swingline Loan will take effect simultaneously with each change in the Prime Rate. Each SOFR Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at a rate equal to Adjusted Term SOFR (plus the Applicable Margin) determined by the Agent as applicable to such SOFR Advance based upon the Borrower’sBorrower Representative’s selections under Sections 2.8 and 2.9 and otherwise in accordance with the terms hereof. Each Alternative Currency RFR Advance shall bear interest on the outstanding principal amount thereof at a rate equal to Adjusted Daily Simple RFR plus the Applicable Margin applicable to SOFR Advances. No Interest Period may end after the Maturity Date.

2.11          Rates Applicable After Default.

Upon the occurrence and during the continuance of a Bankruptcy Event of Default or a Payment Event of Default, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Loan Documents shall automatically bear interest at a rate per annum which is equal to the Default Rate and the Letter of Credit Fees shall be set at the Default Rate. Upon the occurrence and during the continuance of a Bankruptcy Event of Default or a Payment Event of Default, all outstanding Alternative Currency RFR Advances shall, at the election of the Agent or the Required Alternative Currency Lenders, be converted into CB Floating Rate Advances denominated in Dollars in an amount equal to the Dollar Equivalent thereof; provided that, until so converted, payments of principal and interest on such Alternative Currency Loans shall be for the account of the Alternative Currency Lenders holding such Alternative Currency Loans. Any default interest owing under this Section shall be due and payable on the earlier to occur of (x) demand by the Agent (which demand the Agent shall make if directed by the Required Lenders) and (y) the Facility Termination Date.

2.12          Method of Payment. AllExcept as otherwise expressly provided herein, including with respect to payments to the Swingline Lender under Section 2.1(b), all payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in the Applicable Currency of such Obligations in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII or such other account or office as the Agent may designate, by 1:00 P.M. (Fort Worth, Texas time) in the case of payments in Dollars and by the applicable time specified by the Agent in the case of payments in an Alternative Currency, on the date when due and shall be applied ratably by the Agent among the Lenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Except as otherwise expressly provided herein, all payments with respect to any Loan or Letter of Credit denominated in an Alternative Currency shall be made in such Alternative Currency and shall be applied and distributed solely to the Alternative Currency Lenders in accordance with their Alternative Currency Pro Rata Shares or the actual amounts owed to such Alternative Currency Lenders, as applicable. No Lender that is not an Alternative Currency Lender shall be required to receive, process or share in principal or interest payments on Alternative Currency Loans.

2.13          Noteless Agreement; Evidence of Indebtedness.

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

(b)            The Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type thereof, the Currency thereof and the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each the BorrowerBorrowers to each Lender hereunder and, (iii) the amount of any sum received by the Agent hereunder from each of the BorrowerBorrowers and each Lender’s share thereof and (iv) each Alternative Currency Lender’s Alternative Currency Commitment, Alternative Currency Pro Rata Share and Alternative Currency Exposure.

(c)            The entries in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded absent manifest error; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the BorrowerBorrowers to repay the Obligations in accordance with their terms.

(d)            Any Lender may request that its Loans be evidenced by a promissory note (a “Note”). In such event, the Borrowereach of the Borrowers, as applicable, shall execute and deliver to such Lender a Note payable to such Lender in substantially the form of Exhibit E. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the payee named therein or any assignee permitted pursuant to Section 12.3, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in paragraphs (a) and (b) above.

2.14            Telephonic/Electronic Notices. TheEach Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Advances, effect selections of Types of Advances and Applicable Currencies and to transfer funds based on telephonic or electronic notices (including notices delivered over e-mail) made by any Person or Persons whom the Agent or any Lender in good faith believes to be acting on behalf of the Borrower Representative, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically or over e-mail. The Borrower Representative agrees to deliver promptly to the Agent a written confirmation, if such confirmation is requested by the Agent or any Lender, of each telephonic or e-mail notice signed by an Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

2.15            Interest Payment Dates; Interest and Fee Basis. Interest accrued on each CB Floating Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof. Interest accrued on each SOFR Advance shall be payable on the last day of its applicable Interest Period, on any date on which the SOFRsuch Advance is prepaid, whether by acceleration or otherwise, and on the Maturity Date; provided, for any SOFR Advance having an Interest Period longer than three (3) months, interest accrued on such SOFR Advance shall also be payable on each three (3) month anniversary following the first day of such Interest Period. Interest accrued on each Alternative Currency RFR Advance shall be payable on each Payment Date, on any date on which such Advance is prepaid, whether by acceleration or otherwise, and on the Maturity Date. Interest payable hereunder with respect to any CB Floating Rate Advance shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. Interest payable hereunder with respect to any Alternative Currency RFR Advance denominated in Sterling shall be calculated on the basis of a year of 365 days for the actual days elapsed. All other fees and interest payable hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to 1:00 P.M. (Fort Worth, Texas time) at the Lending Installation for the Agentthe applicable time for payment set forth in Section 2.12. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

2.16            Notification of Advances, Interest Rates, Prepayments and Commitment Reductions. Promptly after receipt thereof, the Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice and any notice with respect to an Advance or Letter of Credit denominated in an Alternative Currency received by it hereunder; provided that, with respect to notices relating solely to Alternative Currency Loans or L/C Obligations denominated in Alternative Currencies, the Agent may give such notices only to the Alternative Currency Lenders and the L/C Issuer, as applicable. The Agent will notify each applicable Lender of the interest rate applicable to each SOFR Advance and Alternative Currency RFR Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Prime Rate.

2.17            Lending Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written notice to the Agent and the BorrowerBorrowers in accordance with Article XIII, designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made.

2.18            Non-Receipt of Funds by the Agent. Unless the BorrowerBorrowers or a Lender, as the case may be, notifies the Agent in writing prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the BorrowerBorrowers, a payment of principal, interest or fees to the Agent for the account of the applicable Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made; provided that, with respect to any Alternative Currency Loan, references in this Section to a Lender shall mean the applicable Alternative Currency Lender and references to the applicable Lenders shall mean the Alternative Currency Lenders entitled to such payment. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the BorrowerBorrowers, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (a) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three (3) days and, thereafter, the interest rate applicable to the relevant Loan or (b) in the case of payment by the BorrowerBorrowers, the interest rate applicable to the relevant Loan.

2.19            Letters of Credit.

   (a)        The Letter of Credit Commitment.

(i)            Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders or, with respect to Letters of Credit denominated in Alternative Currencies, the Alternative Currency Lenders set forth in this Section 2.19, from time to time on any Business Day during the period from the Closing Date until the day immediately prior to the Maturity Date, to issue Letters of Credit in Approved Currencies for the account of theany Borrower or any of its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowerdenominated in Dollars, and the Alternative Currency Lenders severally agree to participate in Letters of Credit denominated in Alternative Currencies. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’sBorrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Representative may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)           The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A)            any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B)            the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the Required Lenders have approved such expiry date; or

(C)            the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally.

(iii)            The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv)            Notwithstanding any provision to the contrary contained in the Loan Documents, the L/C Issuer shall not issue, and no Lender or Alternative Currency Lender, as applicable, shall be obligated to participate in, any Letter of Credit which, in the aggregate face amount, would causeif, after giving effect to such issuance, (i) the Outstanding Amount of all L/C Obligations towould exceed the Letter of Credit Sublimit at any one time, or which would cause(ii) the Outstanding Amount of all Loans, plus the Outstanding Amount of L/C Obligations related to Letters of Credit, towould exceed the Aggregate Commitment., (iii) the sum of (x) the Dollar Equivalent of all outstanding Loans and L/C Obligations denominated in Alternative Currencies and (y) the outstanding L/C Obligations denominated in Dollars would, collectively, exceed the Alternative Currency Sublimit or (iv) the Alternative Currency Exposure of any Alternative Currency Lender would exceed such Alternative Currency Lender’s Alternative Currency Commitment.

   (b)        Procedures for Issuance and Amendment of Letters of Credit; Evergreen Letters of Credit.

(i)            Each Letter of Credit shall be issued or amended, as the case may be, upon the written request of the Borrower Representative delivered to the L/C Issuer (with a copy to the Agent if different than the L/C Issuer) in the form of a Letter of Credit Application, appropriately completed and signed by an Authorized Officer of the Borrower Representative. Such Letter of Credit Application must be received by the L/C Issuer and the Agent not later than 1:00 p.m., Fort Worth, Texas time, at least two (2) Business Days (or, in the case of a Letter of Credit denominated in an Alternative Currency, five (5) Business Days) prior to the proposed issuance date or date of amendment, as the case may be, or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and Currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the Borrower or Subsidiary for whose account such Letter of Credit is being issued; (F) the documents to be presented by such beneficiary in case of any drawing thereunder; (FG) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (GH) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (W) the Letter of Credit to be amended; (X) the proposed date of amendment thereof (which shall be a Business Day); (Y) the nature of the proposed amendment; and (Z) such other matters as the L/C Issuer may require.

(ii)           Promptly after receipt of any Letter of Credit Application, the L/C Issuer (if not the Agent) will confirm with the Agent (by telephone or in writing (including by e-mail)) that the Agent has received a copy of such Letter of Credit Application from the Borrower Representative and, if not, the L/C Issuer will provide the Agent with a copy thereof. Upon receipt by the L/C Issuer of confirmation from the Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit denominated in Dollars, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the Dollar Equivalent of the amount of such Letter of Credit. Immediately upon the issuance of each Letter of Credit denominated in an Alternative Currency, each Alternative Currency Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a participation in such Letter of Credit in an amount equal to the product of such Alternative Currency Lender’s Alternative Currency Pro Rata Share times the Dollar Equivalent of the amount of such Letter of Credit; provided that no Lender that is not an Alternative Currency Lender shall be required to purchase or hold any participation in any Letter of Credit denominated in an Alternative Currency.

(iii)          Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the L/C Issuer shall have no obligation to permit the renewal of any Letter of Credit at any time; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for an additional one-year period (which shall in no event extend beyond the Letter of Credit Expiration Date).

(iv)          Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower Representative and the Agent (if different from the L/C Issuer) a true and complete copy of such Letter of Credit or amendment.

   (c)        Drawings and Reimbursements; Funding of Participations.

(i)            Upon any drawing under any Letter of Credit, the L/C Issuer shall notify the Borrower Representative and the Agent (if different than the L/C Issuer) thereof. Not later than 1:00 p.m., Fort Worth, Texas time, on the date of any payment by the L/C Issuer under a Letter of Credit denominated in Dollars, and not later than the applicable time specified by the L/C Issuer on the date of any payment by the L/C Issuer under a Letter of Credit denominated in an Alternative Currency (each such date, an “Honor Date”), the BorrowerBorrowers shall reimburse the L/C Issuer through the Agent in the applicable Currency in an amount equal to the amount of such drawing; provided that if such notice is not provided to the Borrower Representative prior to 11:00 a.m., Fort Worth, Texas time on such Honor Date, then the BorrowerBorrowers shall reimburse the L/C Issuer through the Agent in an amount equal to the amount of such drawing no later than 1:00 p.m., Fort Worth, Texas time, on the next succeeding Business Day, and such extension of time shall be reflected in computing fees in respect of such Letter of Credit. If the Borrower failsBorrowers fail to so reimburse the L/C Issuer by such time, the Borrower with respect to a Letter of Credit denominated in Dollars, the Borrowers shall be deemed to have requested a CB Floating Rate Advance denominated in Dollars to be disbursed on the Honor Date in an amount equal to the Dollar Equivalent of the drawing under the Letter of Credit (the “Unreimbursed Amount”), without regard to the minimum amounts specified elsewhere herein for the principal amount of CB Floating Rate Advances, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.3. If the Borrowers fail to so reimburse the L/C Issuer by such time with respect to a Letter of Credit denominated in an Alternative Currency, the Borrowers shall be deemed to have incurred an L/C Borrowing in the applicable Alternative Currency in the amount of such drawing, and the Alternative Currency Lenders shall fund their participations therein as provided in this Section 2.19(c). Any notice given by the L/C Issuer pursuant to this Section 2.19(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)           Each Lender (including the L/C Issuer) shall upon any notice pursuant to Section 2.19(c)(i) with regard to a CB Floating Rate Advance make funds available to the Agent for the account of the L/C Issuer at the Agent’s Office in an amount equal to its Pro Rata Share of the Dollar Equivalent of the Unreimbursed Amount not later than 1:00 p.m., Fort Worth, Texas time, on the Business Day specified in such notice by the Agent, whereupon, subject to the provisions of Section 2.19(c)(iii), each Lender that so makes funds available shall be deemed to have made a CB Floating Rate Advance to the BorrowerBorrowers in such amount. Each Alternative Currency Lender shall upon any notice pursuant to Section 2.19(c)(i) with regard to an L/C Borrowing denominated in an Alternative Currency make funds available to the Agent for the account of the L/C Issuer in the applicable Alternative Currency (or, if required by the L/C Issuer or the Agent, in Dollars in the Dollar Equivalent thereof) in an amount equal to its Alternative Currency Pro Rata Share of such L/C Borrowing not later than the time specified in such notice by the Agent. The Agent shall remit the funds so received to the L/C Issuer (if different from the Agent).

(iii)          With respect to any Unreimbursed Amount that is not fully refinanced by a CB Floating Rate Advance or, in the case of a Letter of Credit denominated in an Alternative Currency, funded by the Alternative Currency Lenders as an L/C Advance, because the conditions set forth in Section 4.3 (other than delivery of a Borrowing Notice) cannot be satisfied or for any other reason, the BorrowerBorrowers shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the Dollar Equivalent of the amount of the Unreimbursed Amount that is not so refinanced or funded, which L/C Borrowing shall be due and payable upon the L/C Issuer’s demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s or Alternative Currency Lender’s, as applicable, payment to the Agent for the account of the L/C Issuer pursuant to Section 2.19(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender or Alternative Currency Lender in satisfaction of its participation obligation under Section 2.19. The Borrowers shall, upon demand from the L/C Issuer or any affected Lender, pay to the L/C Issuer or such Lender the amount of any currency exchange loss or reasonable cost sustained by the L/C Issuer or such Lender as a result of the reimbursement in Dollars of any Letter of Credit denominated in an Alternative Currency.

(iv)         Until each Lender funds its CB Floating Rate Advance or L/C Advance, or each Alternative Currency Lender funds its L/C Advance in respect of a Letter of Credit denominated in an Alternative Currency, pursuant to this Section 2.19(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, accrued interest in respect of such Lender’s Pro Rata Share or such Alternative Currency Lender’s Alternative Currency Pro Rata Share, as applicable, of such amount shall be solely for the account of the L/C Issuer.

(v)           Each Lender’s obligation to make CB Floating Rate Advances or L/C Advances, and each Alternative Currency Lender’s obligation to make L/C Advances in respect of Letters of Credit denominated in Alternative Currencies, to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.19(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or Alternative Currency Lender may have against the L/C Issuer, the BorrowerBorrowers or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. Any such reimbursement shall not relieve or otherwise impair the obligation of the BorrowerBorrowers to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)          If any Lender or Alternative Currency Lender fails to make available to the Agent for the account of the L/C Issuer any amount required to be paid by such Lender or Alternative Currency Lender pursuant to the foregoing provisions of this Section 2.19(c) by the time specified in Section 2.19(c)(ii), the L/C Issuer shall be entitled to recover from such Lender or Alternative Currency Lender, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. A certificate of the L/C Issuer submitted to any Lender or Alternative Currency Lender (through the Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

   (d)        Repayment of Participations.

(i)            At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender suchor Alternative Currency Lender such Lender’s or Alternative Currency Lender’s L/C Advance in respect of such payment in accordance with Section 2.19(c), if the Agent receives for the account of the L/C Issuer any payment related to such Letter of Credit (whether directly from the BorrowerBorrowers or otherwise), or any payment of interest thereon, the Agent will distribute to such Lender its Pro Rata Share thereof or to such Alternative Currency Lender its Alternative Currency Pro Rata Share thereof, as applicable, in the same funds as those received by the Agent.

(ii)           If any payment received by the Agent for the account of the L/C Issuer pursuant to Section 2.19(c)(i) is required to be returned, each Lender shall pay to the Agent for the account of the L/C Issuer its Pro Rata Share thereof, or each Alternative Currency Lender shall pay its Alternative Currency Pro Rata Share thereof with respect to any Letter of Credit denominated in an Alternative Currency, on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender or Alternative Currency Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.

(e)            Obligations Absolute. TheSubject to Section 2.26, the obligation of the BorrowerBorrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit, and to repay each L/C Borrowing and each drawing under a Letter of Credit that is refinanced by a CB Floating Rate Advance, shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following, subject, however, to the obligations of the L/C Issuer under Section 2.19(f):

(i)            any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)            the existence of any claim, counterclaim, set-off, defense or other right that theany Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)          any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)          any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v)           any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to any Borrower or any Subsidiary or in the relevant currency markets generally; or

(vi)          (v) 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, theany Borrower.

The applicable 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’sBorrowers’ instructions or other irregularity, thesuch Borrower will promptly notify the L/C Issuer. TheSuch Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

   (f)         Role of the L/C Issuer. Each Lender and the BorrowerBorrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. No Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. TheEach Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’sBorrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.19(e); provided, however, that anything in such clauses to the contrary notwithstanding, theeach Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to theeach Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by thesuch Borrower which a court of competent jurisdiction determines in a final and non-appealable judgment were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

   (g)        Letter of Credit Fees. The BorrowerBorrowers shall pay to the Agent for the account of each Lender in accordance with its Pro Rata Share, or, with respect to any Letter of Credit denominated in an Alternative Currency, for the account of each Alternative Currency Lender in accordance with its Alternative Currency Pro Rata Share, a Letter of Credit fee for each Letter of Credit equal to the Applicable Margin then in effect with respect to SOFR Advances (on the basis of 365 or 366 day year, as applicable) times the actual daily maximum amount available to be drawn under each such Letter of Credit (or, in the case of a Letter of Credit denominated in an Alternative Currency, the Dollar Equivalent thereof) (the “Letter of Credit Fees”). Such fee for each Letter of Credit shall be due and payable quarterly in arrears on each Payment Date, commencing with the first such date to occur after the issuance of such Letter of Credit. If there is any change in the Applicable Margin with respect to SOFR Advances during any fiscal quarter, the actual daily amount of each Letter of Credit shall be computed and multiplied by the Applicable Margin in effect with respect to SOFR Advances separately for each period during such quarter that such Applicable Margin was in effect.

   (h)        Fees and Documentary and Processing Charges Payable to L/C Issuer. The BorrowerBorrowers shall pay directly to the L/C Issuer for its own account individual customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to Letters of Credit as from time to time in effect, including reasonable and customary charges relating to the issuance, amendment, transfer, administration, cancellation, conversion of, and drawings under, Letters of Credit denominated in Alternative Currencies. The amount of such fees shall be negotiated and established from time to time between the Borrower Representative and the L/C Issuer. Such fees and charges are due and payable on demand, are nonrefundable, and are not shared with the other Lenders. In addition to the Letter of Credit Fees payable pursuant to Section 2.19(g) hereof, the BorrowerBorrowers shall pay to the L/C Issuer for its own account without sharing by the other Lenders the reasonable and customary charges from time to time of the L/C Issuer with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the “L/C Issuer Fees”). The L/C Issuer may charge, and retain for its own account without sharing by the other Lenders, an additional facing fee (the “Letter of Credit Facing Fee”) of 0.25% per annum on the average daily maximum amount available to be drawn under each such Letter of Credit issued by it. The L/C Issuer Fees and the Letter of Credit Facing Fee shall be payable quarterly in arrears on each Payment Date.

   (i)         Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

   (j)         Letters of Credit Not Paid On Or Before Facility Termination Date. If any Letter of Credit is not paid or terminated on or prior to the Facility Termination Date, such L/C Obligation shall be Cash Collateralized, secured by a letter of credit issued by an institution acceptable to the L/C Issuer or otherwise backstopped (including by “grandfathering” into future credit agreements) in a manner acceptable to the L/C Issuer.

   (k)        Modification, Extension. The issuance of any supplement, modification, amendment, renewal, or extension that has the effect of increasing the face amount of any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

   (l)          ISP98 and UCP. Unless otherwise expressly agreed by the L/C Issuer and the BorrowerBorrowers, when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998,” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and (ii) the rules of The Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each documentary Letter of Credit.

2.20            Mitigation Obligations; Replacement of Lenders.

   (a)        Designation of a Different Lending Office. If any Lender (i) requests compensation under Section 3.1, (ii) requires the BorrowerBorrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5, or (iii) is unable to make or maintain SOFR Advances (or, in the case of any Alternative Currency Lender, Alternative Currency Loans) due to any circumstance described in Section 3.7, then such Lender shall (at the request of the BorrowerBorrowers) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 3.1 or Section 3.5, as the case may be, in the future or permit such Lender to make or maintain the affected Loans and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. TheEach Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

   (b)        Replacement of Lenders. Notwithstanding anything contained in this Agreement to the contrary, (i) if any Lender requests compensation under Section 3.1, (ii) theany Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any such Lender pursuant to Section 3.5 and, in each case of the foregoing clauses (i) and (ii), such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a), (iii) any Lender is unable to make or maintain SOFR Advances, or any Alternative Currency Lender is unable to make or maintain Alternative Currency Loans, due to any of the circumstances described in Section 3.7, (iv) any Lender is a Defaulting Lender or (v) any Lender fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof or of any other Loan Document that requires the consent of each Lender directly and adversely effectedaffected thereby or all Lenders in accordance with the terms of Section 8.2, so long as the consent of the Required Lenders or, for matters affecting only the Alternative Currency Lenders, the Required Alternative Currency Lenders shall have been obtained with respect thereto, then, in each case, the BorrowerBorrowers may, at itstheir sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Article XII), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or Section 3.5) and obligations under this Agreement and the related Loan Documents, or solely its Alternative Currency Commitment and Alternative Currency Exposure if the replacement event affects only its rights or obligations as an Alternative Currency Lender, to an assignee permitted by Article XII that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i)            the BorrowerBorrowers shall have paid to the Agent the assignment fee (if any) specified in Article XII;

(ii)           such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, including any Alternative Currency Loans and participations in Letters of Credit denominated in Alternative Currencies, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the BorrowerBorrowers (in the case of all other amounts);

(iii)          in the case of any such assignment resulting from a claim for compensation under Section 3.1 or payments required to be made pursuant to Section 3.5, such assignment will result in a reduction in such compensation or payments thereafter; and

(iv)          such assignment does not conflict with applicable law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the BorrowerBorrowers to require such assignment and delegation cease to apply.

2.21            Cash Collateral.

   (a)        Cash Collateral. To the extent required by Section 2.22(a)(v), at any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of the Agent or, the L/C Issuer (with a copy to the Agent), the Borrower or the Swingline Lender (with a copy to the Agent), the Borrowers shall Cash Collateralize all Fronting Exposure of the L/C Issuer and/or the Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 2.22(ba)(iv) and any Cash Collateral provided by the Defaulting Lender).

   (b)        Grant of Security Interest. The BorrowerBorrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Agent, for the benefit of the Agent, the L/C Issuer, the Swingline Lender and the Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligations to which such Cash Collateral may be applied pursuant to clause (c) below. If at any time the Agent or, L/C Issuer or Swingline Lender determines that Cash Collateral is subject to any right or claim of any Person other than the Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure, the BorrowerBorrowers will, promptly upon demand by the Agent or, L/C Issuer or Swingline Lender, pay or provide to the Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

   (c)        Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section or Section 2.22 in respect of Letters of Credit, or Swingline Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

   (d)        Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall no longer be required to be held as Cash Collateral pursuant to this Section 2.21 following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Agent and, each L/C Issuer and the Swingline Lender that there exists excess Cash Collateral; provided that, subject to Section 2.22, the Person providing Cash Collateral and, each L/C Issuer and the Swingline Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

2.22            Defaulting Lenders.

   (a)        Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)            Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 8.2.

(ii)            Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII, Section 8.1 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Article XI shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s and the Swingline Lender’s Fronting Exposure in accordance with Section 2.21; fourth, as the BorrowerBorrowers may request (so long as no Default or Unmatured Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, including any Alternative Currency Loan if such Defaulting Lender is an Alternative Currency Lender, as determined by the Agent; fifth, if so determined by the Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement, including Alternative Currency Loans if applicable, and (y) Cash Collateralize the L/C Issuer’s and the Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued or Swingline Loans made under this Agreement in accordance with Section 2.21; sixth, to the payment of any amounts owing to the Lenders or, the L/C Issuer or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or, the L/C Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to the BorrowerBorrowers as a result of any judgment of a court of competent jurisdiction obtained by the BorrowerBorrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans or funded participations in L/C Obligations or Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share and (B) such Loans were made or the related Letters of Credit or Swingline Loans were issued or made at a time when the conditions set forth in Section 4.3 were satisfied or waived in accordance with the terms hereof, such payment shall be applied solely to pay the Loans of, and funded participations in L/C Obligations or Swingline Loans owed to, all Non-Defaulting Lenders or, in the case of Alternative Currency Loans or L/C Obligations denominated in Alternative Currencies, all Non-Defaulting Alternative Currency Lenders, on a pro rata basis prior to being applied to the payment of any Loans of, or funded participations in L/C Obligations or Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facilityor, with respect to Alternative Currency Loans and L/C Obligations denominated in Alternative Currencies, by the Alternative Currency Lenders in accordance with the Alternative Currency Commitments, in each case without giving effect to Section 2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)          Certain Fees.

(A)            Commitment Fees. No Defaulting Lender shall be entitled to receive any commitmentCommitment Fee for any period during which that Lender is a Defaulting Lender (and the BorrowerBorrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)             Letter of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.21.

(C)             Reallocation of Fees. With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the BorrowerBorrowers shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each L/C Issuer, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. With respect to any Commitment Fee not required to be paid to any Defaulting Lender pursuant to clause (A) above and allocable to such Defaulting Lender’s participation in Swingline Loans, the Borrowers shall pay such amount to the Swingline Lender to the extent allocable to the Swingline Lender’s Fronting Exposure to such Defaulting Lender.

(iv)          Reallocation of Participations to Reduce Fronting Exposure.

(A)            All or any part of such Defaulting Lender’s participation in L/C Obligations denominated in Dollars and Swingline Loans shall be automatically reallocated among the Non-Defaulting Lenders (effective on the date that such Lender became a Defaulting Lender) in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Committed Funded Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment.

(B)            (iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations denominated in Alternative Currencies, if such Defaulting Lender is an Alternative Currency Lender, shall be automatically reallocated among the Non-Defaulting Alternative Currency Lenders (effective on the date that such Lender became a Defaulting Lender) in accordance with their respective Alternative Currency Pro Rata Shares (calculated without regard to such Defaulting Lender’s Alternative Currency Commitment) but only to the extent that such reallocation does not cause the aggregate Committed FundedAlternative Currency Exposure of any Non-Defaulting Alternative Currency Lender to exceed such Non-Defaulting Alternative Currency Lender’s Alternative Currency Commitment. Subject to Section 9.13, 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 or Non-Defaulting Alternative Currency Lender as a result of such Non-Defaulting Lender’sPerson’s increased exposure following such reallocation.

(v)            Repayment of Swingline Loans; Cash Collateral. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the BorrowerBorrowers shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, repay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.21.

   (b)        Defaulting Lender Cure. If the BorrowerBorrowers, the Agent and, the L/C Issuer and the Swingline Lender agree in writing that a Lender is no longer a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.22(a)(iv)) and, if such Lender is an Alternative Currency Lender, to cause Alternative Currency Loans and funded and unfunded participations in Letters of Credit denominated in Alternative Currencies to be held by the Alternative Currency Lenders in accordance with their Alternative Currency Pro Rata Shares, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the BorrowerBorrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

   (c)        New Letters of Credit and Swingline Loans. So long as any Lender is a Defaulting Lender, (a) no L/C Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto., including Fronting Exposure to any Defaulting Lender that is an Alternative Currency Lender with respect to any Letter of Credit denominated in an Alternative Currency, and (b) the Swingline Lender shall not be required to make any Swingline Loan unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

2.23            Pro Rata Treatment and Payments.

   (a)         Allocation of Payments Prior to Exercise of Remedies. Each borrowing of Loans denominated in Dollars (other than Swingline Loans, but including CB Floating Rate Advances made to refund Swingline Loans pursuant to Section 2.1(b)) and any reduction of the Commitments shall be made pro rata according to the respective Pro Rata Share of the Lenders, and each borrowing of Alternative Currency Loans and any reduction of the Alternative Currency Commitments shall be made pro rata according to the respective Alternative Currency Pro Rata Share of the Alternative Currency Lenders. Unless otherwise required by the terms of this Agreement, each payment under this Agreement shall be applied, first, to any fees then due and owing by the BorrowerBorrowers pursuant to Section 2.5 or 2.19, second, to interest then due and owing hereunder of the BorrowerBorrowers and, third, to principal then due and owing hereunder and under this Agreement of the Borrower.Borrowers; provided that (i) payments in respect of Swingline Loans shall be applied in accordance with Section 2.1(b) and Section 2.7, as applicable, and (ii) payments of principal of, interest on and fees specifically attributable to Alternative Currency Loans or Letters of Credit denominated in Alternative Currencies shall be paid only to the Alternative Currency Lenders in accordance with their Alternative Currency Pro Rata Shares or the actual amounts owed to them, as applicable. Each payment on account of any fees pursuant to Section 2.5 or 2.19 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Letter of Credit Facing Fees and the L/C Issuer Fees which shall be paid to the L/C Issuer). Each optional repayment and prepayment by the Borrower Representative on account of principal of and interest on the Loans (other than Swingline Loans) shall be applied to such Loans, on a pro rata basis and, to the extent applicable, in accordance with the terms of Section 2.7 hereof.

   (b)        Allocation of Payments After Exercise of Remedies. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies (other than the application of default interest pursuant to Section 2.11) by the Agent or the Lenders pursuant to Article VIII (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Loan Documents (including, without limitation, the maximum amount of all contingent liabilities under Letters of Credit) shall automatically become due and payable in accordance with the terms of such Article), all amounts collected or received by the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Loan Documents shall be paid over or delivered as follows (irrespective of whether the following costs, expenses, fees, interest, premiums, scheduled periodic payments or Obligations are allowed, permitted or recognized as a claim in any proceeding resulting from the occurrence of a Bankruptcy Event of Default):

FIRSTFirst, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees, but subject to the limitations set forth in Section 9.6 with respect to any such attorneys’ fees) and fees of the Agent in connection with enforcing the rights of the Lenders under the Loan Documents;

SECONDSecond, to the payment of any fees owed to the Agent and the L/C Issuer;

THIRDThird, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees, but subject to the limitations set forth in Section 9.6 with respect to any such attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Obligations owing to such Lender;

FOURTHFourth, to the payment of all of the Obligations consisting of accrued fees and interest, and including, with respect to any Banking Services, any fees, premiums and scheduled periodic payments due under such Banking Services and any interest accrued thereon;

FIFTHFifth, to the payment of the outstanding principal amount of the Obligations and the payment or Cash Collateralization of the outstanding L/C Obligations, and including with respect to any Banking Services, any breakage, termination or other payments due under such Banking Services and any interest accrued thereon;

SIXTHSixth, to all other Obligations and other obligations which shall have become due and payable under the Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and

SEVENTHSeventh, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (b) each of the Lenders and any provider of Banking Services shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and L/C Obligations held by such Lender or the outstanding obligations payable to such provider of Banking Services bears to the aggregate then outstanding Loans and L/C Obligations and obligations payable under all Banking Services) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above; and (c) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a Cash Collateral account and applied (i) first, to reimburse the L/C Issuer from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section. Notwithstanding the foregoing terms of this Section, only payments under the Loan Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any Banking Services.

2.24            IncrementalRevolving Facility Increases; Incremental Term Loans.

(I)            Revolving Facility Increases.

   (a)         General Terms. Subject to the terms and conditions set forth herein, the Borrower Representative shall have the right, at any time and from time to time until the date that is six months prior to the Maturity Date, to increase the Aggregate Commitment (each such increase, a “Revolving Facility Increase”) by an aggregate principal amount for all such Revolving Facility Increases after the EighthTenth Amendment Effective Date that shall not exceed $200,000,000 (the “Incremental RCF Increase Amount”).

   (b)        Terms and Conditions. The following terms and conditions shall apply to any Revolving Facility Increase: (A) no Unmatured Default or Default shall exist immediately prior to or after giving effect to such Revolving Facility Increase, (B) any loans made pursuant to a Revolving Facility Increase shall constitute Obligations and will be guaranteed with the other Obligations on a pari passu basis, (C) any Lenders providing such Revolving Facility Increase shall be entitled to the same voting rights as the existing Lenders and shall be entitled to receive proceeds of prepayments on the same terms as the existing Lenders, (D) any such Revolving Facility Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (or the remaining amount of the Incremental RCF Increase Amount, if less), (E) the proceeds of any such Revolving Facility Increase will be used for general corporate purposes (including acquisition financing), (F) the BorrowerBorrowers shall execute a Note in favor of any new Lender or any existing Lender whose Commitment is increased pursuant to this Section, in each case, if requested by such Lender, (G) the conditions to Advances in Section 4.3 shall have been satisfied, (H) the Agent shall have received (1) upon request of the Agent, an opinion or opinions (including, if reasonably requested by the Agent, an in-house opinion or local counsel opinion with respect to certain Domestic Subsidiaries to be agreed upon) of counsel for the Loan Parties, addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent and substantially similar to the opinion delivered to the Agent on the Closing Date, (2) any authorizing corporate documents as the Agent may reasonably request and (3) if applicable, a duly executed Borrowing Notice and (I) the Agent shall have received from the BorrowerBorrowers updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Agent, demonstrating that, after giving effect to any such Revolving Facility Increase on a pro forma basis, the BorrowerBorrowers will be in compliance with the financial covenants set forth in Section 6.19.