Exhibit 10.1





 


AMENDMENT NO. 1


 


AMENDMENT NO. 1, dated as of May 27, 2021 (this
 “Amendment”), to the Credit Agreement, dated as of May 7, 2019 (as amended, supplemented, amended and restated
or otherwise modified from time to time, the “Credit Agreement”), among sciplay
holding company, llc, a Nevada limited liability company (“Borrower”), SCIPLAY PARENT COMPANY, LLC, a Nevada
limited liability company (“Holdings”), the several banks and other financial institutions or entities from time to
time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Bank
of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and
Issuing Lender. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement
or the Amended Credit Agreement (as defined below), as applicable.


 


WHEREAS, Section 10.1(a) of the Credit
Agreement permits the Borrower to amend or otherwise modify certain terms of the Credit Agreement with the written consent of all Lenders;


 


WHEREAS,
the Borrower and the parties hereto constituting all Lenders wish to amend the Credit Agreement on the terms set forth herein;


 


WHEREAS, the Borrower agrees to pay all fees and
expenses incurred in connection with the foregoing; and


 


WHEREAS, for purposes of this Amendment, the transactions
described above, including this Amendment and the transactions contemplated herein, are collectively referred to herein as the “Transactions”;


 


NOW, THEREFORE, in consideration of the premises
and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section 1.         Amendments.


 


(a)          The
Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended to delete the stricken text (indicated textually
in the same manner as the following example: stricken text) and to add the double-underlined
text (indicated textually in the same manner as the following example: double-underlined text)
as set forth in the pages of the Credit Agreement attached as Exhibit A hereto) (the “Amended Credit Agreement”).


 


(b)          The
exhibits to the Credit Agreement are hereby amended by adding Exhibit H attached hereto.


 


Section 2.         Conditions
to Effectiveness of Amendment.


 


The effectiveness of the terms of this Amendment
shall be subject to satisfaction (or waiver) of the following conditions precedent (the date upon which this Amendment becomes effective,
the “Amendment No. 1 Effective Date”):


 


(a)          Counterparts.
The Administrative Agent having received the executed counterparts of this Amendment executed by the Borrower, Holdings, the Administrative
Agent and each Lender.


 






     


     


    

 


(b)          Representations
and Warranties. Each of the representations and warranties made in Section 3 of this Amendment shall be true and correct as of
the Amendment No. 1 Effective Date.


 


(c)          Fees. The Administrative
Agent shall have received all fees and other amounts due and payable on or prior to the Amendment No. 1 Effective Date, including
to the extent invoiced prior to the Amendment No. 1 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket
expenses (including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP,
counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.


 


(d)          Closing
Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated as of the Amendment No. 1 Effective
Date, certifying as to paragraph (b) of this Section 2.


 


Section 3.         Representations
and Warranties.


 


On and as of the Amendment No. 1 Effective Date,
after giving effect to the Transactions, each of Holdings and the Borrower hereby represents and warrants to the Administrative Agent
and each Revolving Lender as follows:


 


(a)          this
Amendment has been duly authorized, executed and delivered by Holdings and the Borrower and constitutes the legal, valid and binding obligation
of Holdings and the Borrower enforceable against such Loan Party in accordance with its terms and the Amended Credit Agreement, except
as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability
relating to or limiting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law;


 


(b)          each
of the representations and warranties contained in Section 4 of the Credit Agreement and each other Loan Document is true and correct
in all material respects (and in all respects if qualified by materiality) on and as of the Amendment No. 1 Effective Date, as if
made on and as of such date and except to the extent that such representations and warranties specifically relate to a specific date,
in which case such representations and warranties shall be true and correct in all material respects (and in all respects if qualified
by materiality) as of such specific date ;


 


(c)          no
Default or Event of Default has occurred, is continuing or existed immediately prior to giving effect to the Transactions; and


 


(d)          the
information included in the Beneficial Ownership Certifications provided on or prior to the Amendment No. 1 Effective Date is true
and correct in all respects.


 


Section 4.         Counterparts.


 


This Amendment may be in the form of an Electronic
Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an
original, and shall have the same legal effect, validity and enforceability as a paper record.  This Amendment may be executed in
as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and
the same Amendment.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance
by the Administrative Agent of a manually signed paper Amendment which has been converted into electronic form (such as 


 






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scanned into PDF
format), or an electronically signed Amendment converted into another format, for transmission, delivery and/or retention.


 


Section 5.         Governing
Law and Waiver of Right to Trial by Jury.


 


THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Section 10.12
and 10.17 of the Credit Agreement are incorporated herein by reference mutatis mutandis.


 


Section 6.         Headings.


 


The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.


 


Section 7.         Reaffirmation.


 


Each of Holdings and the Borrower hereby expressly
acknowledge, on behalf of itself and on behalf of each Guarantor, the terms of this Amendment and the other Transactions and reaffirms,
as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each
case, such covenants and agreements as in effect immediately after giving effect to the Transactions, (ii) its guarantee of the Obligations
under the Guaranty, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents
and (iii) that such guarantee and grant continues in full force and effect in respect of, and to secure, the Obligations under the
Amended Credit Agreement and the other Loan Documents.


 


Section 8.         Effect
of Amendment.


 


Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders
or the Agents under the Credit Agreement or any other Loan Document, and this Amendment shall not alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
This Amendment shall not constitute a novation of the Credit Agreement or any of the Loan Documents. For the avoidance of doubt, on and
after the Amendment No. 1 Effective Date, this Amendment shall for all purposes constitute a Loan Document.


 


[Signature pages follow]


 



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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the date first above written.


 


	 	SCIPLAY HOLDING COMPANY, LLC,
	 	as Borrower
	 	 
	 	 
	 	By:	/s/ Michael D. Cody
	 	 	Name: Michael D. Cody
	 	 	Title: Chief Financial Officer
	 	 	 
	 	 
	 	SCIPLAY PARENT COMPANY, LLC, as Holdings
	 	 
	 	 
	 	By:	/s/ Michael D. Cody
	 	 	Name: Michael D. Cody
	 	 	Title: Chief Financial Officer



 


[SciPlay - Signature Page to
Amendment No. 1]


 



     


     


    




 





	 	BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Issuing Lender
	 	 
	 	 
	 	By:	/s/ Marie F. Harrison
	 	 	Name: Marie F. Harrison
	 	 	Title: Director





 


[SciPlay - Signature Page to
Amendment No. 1]


 



     


     


    




 





	 	JP Morgan Chase Bank, N.A., as a Lender
	 	 
	 	 
	 	By:	/s/ Jeffrey Miller
	 	 	Name: Jeffrey Miller
	 	 	Title: Executive Director
	 	 	 
	 	 
	 	If a second signature is necessary:
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[SciPlay - Signature Page to
Amendment No. 1]


 



     


     


    







 


	 	Deutsche Bank AG New York Branch, as a Lender
	 	 
	 	 
	 	By:	/s/ Michael Strobel
	 	 	Name: Michael Strobel
	 	 	Title: Vice President
	 	 
	 	 
	 	If a second signature is necessary:
	 	 
	 	 
	 	By:	/s/ Jennifer Culbert
	 	 	Name: Jennifer Culbert - VP
	 	 	Title:



 


[SciPlay - Signature Page to
Amendment No. 1]


 



     


     


    




 


	 	MORGAN STANLEY BANK, N.A., as a Lender
	 	 
	 	 
	 	By:	/s/ Brandon Weiss
	 	 	Name: Brandon Weiss
	 	 	Title: Authorized Signatory



 


[SciPlay - Signature Page to
Amendment No. 1]


 



     


     


    







 


	 	Goldman Sachs Bank, as a Lender
	 	 
	 	 
	 	By:	/s/ Dan Martis
	 	 	Name: Dan Martis
	 	 	Title: Authorized Signatory



 


[SciPlay - Signature Page to
Amendment No. 1]


 



     


     


    







 


	 	MACQUARIE CAPITAL FUNDING LLC, as a Revolving Lender
	 	 
	 	 
	 	By:	/s/ Ayesha Farooqi
	 	 	Name: Ayesha Farooqi
	 	 	Title: Authorized Signatory
	 	 	 
	 	 
	 	If a second signature is necessary:
	 	 
	 	 
	 	By:	/s/ Vin Repaci
	 	 	Name: Vin Repaci
	 	 	Title: Authorized Signatory



 


[SciPlay - Signature Page to
Amendment No. 1]


 






     


     


    





 


	 	Royal Bank of Canada, as a Lender
	 	 
	 	 
	 	By:	/s/ Nicholas Heslip
	 	 	Name: Nicholas Heslip
	 	 	Title: Authorized Signatory






 


[SciPlay - Signature Page to
Amendment No. 1]


 



     


     


    








 


EXHIBIT A TO AMENDMENT NO. 1


 


 






 


CREDIT AGREEMENT


 


among


 


SCIPLAY HOLDING COMPANY, LLC

as the Borrower,


 


SCIPLAY PARENT COMPANY, LLC,


as Holdings,


 


The Several Lenders from Time to Time Parties Hereto,


 


BANK OF AMERICA, N.A.,

as Administrative Agent, Collateral Agent and Issuing Lender,


 


MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,


JPMORGAN CHASE BANK, N.A.,


DEUTSCHE BANK SECURITIES INC.,


GOLDMAN SACHS BANK USA,


MORGAN STANLEY SENIOR FUNDING, INC.,


MACQUARIE CAPITAL (USA) INC.


and


RBC CAPITAL MARKETS,

as Joint Lead Arrangers and Joint Bookrunners,


 


Dated as of May 7, 2019,


as
amended by Amendment No. 1, dated as of May 27, 2021


 





 






 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	SECTION 1.	 	DEFINITIONS	     1
	 	 	 	 






	1.1	 	Defined Terms	1
	1.2	 	Other Definitional Provisions	40
	1.3	 	Pro Forma Calculations	42
	1.4	 	Exchange Rates; Currency Equivalents	43
	1.5	 	Letter of Credit Amounts	44
	1.6	 	Covenants	44
	1.7	 	Interest Rates	44
	 	 	 	 





	SECTION 2.	 	AMOUNT AND TERMS OF COMMITMENTS	     45
	 	 	 	 






	2.1	 	Revolving Commitments	45
	2.2	 	Procedure for Revolving Loan Borrowing	45
	2.3	 	Defaulting Lenders	46
	2.4	 	Repayment of Loans	47
	2.5	 	Commitment Fees, etc.	47
	2.6	 	Termination or Reduction of Commitments	48
	2.7	 	Optional Prepayments	48
	2.8	 	Mandatory Prepayments	49
	2.9	 	Conversion and Continuation Options	49
	2.10	 	Minimum Amounts and Maximum Number of Eurocurrency
    Tranches	50
	2.11	 	Interest Rates and Payment Dates	50
	2.12	 	Computation of Interest and Fees	51
	2.13	 	Inability to Determine Interest Rate	51
	2.14	 	Pro Rata Treatment and Payments	51
	2.15	 	Requirements of Law	53
	2.16	 	Taxes	54
	2.17	 	Indemnity	57
	2.18	 	Illegality	58
	2.19	 	Change of Lending Office	58
	2.20	 	Replacement of Lenders	58
	2.21	 	Incremental Loans	59
	2.22	 	Extension of Revolving Commitments	60
	2.23	 	Successor LIBOR.	63
	 	 	 	 






	SECTION 3.	 	LETTERS OF CREDIT	     64
	 	 	 	 






	3.1	 	L/C Commitment	64
	3.2	 	Procedure for Issuance of Letter of Credit	64
	3.3	 	Fees and Other Charges	65
	3.4	 	L/C Participations	65
	3.5	 	Reimbursement Obligation of the Borrower	67
	3.6	 	Obligations Absolute	67
	3.7	 	Role of the Issuing Lender	68
	3.8	 	Letter of Credit Payments	69
	3.9	 	Applications	69



 






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	3.10	 	Applicability of ISP and UCP	69
		 	 	 






	SECTION 4.	 	REPRESENTATIONS AND WARRANTIES	     69
	 	 	 	 






	4.1	 	Financial Condition	70
	4.2	 	No Change	70
	4.3	 	Existence; Compliance with Law	70
	4.4	 	Corporate Power; Authorization; Enforceable Obligations	70
	4.5	 	No Legal Bar	71
	4.6	 	No Material Litigation	71
	4.7	 	No Default	71
	4.8	 	Ownership of Property; Liens	71
	4.9	 	Intellectual Property	71
	4.10	 	Taxes	72
	4.11	 	Federal Regulations	72
	4.12	 	ERISA	72
	4.13	 	Investment Company Act	72
	4.14	 	Subsidiaries	72
	4.15	 	Environmental Matters	73
	4.16	 	Accuracy of Information, etc.	73
	4.17	 	Security Documents	73
	4.18	 	Solvency	74
	4.19	 	Anti-Terrorism	74
	4.20	 	Use of Proceeds	74
	4.21	 	Labor Matters	74
	4.22	 	Senior Indebtedness	74
	4.23	 	OFAC	74
	4.24	 	FCPA	75
	4.25	 	Beneficial Ownership	75
	 	 	 	 





	SECTION 5.	 	CONDITIONS PRECEDENT	     75
	 	 	 	 





	5.1	 	Conditions to Effectiveness	75
	5.2	 	Conditions to Each Revolving Loan Extension of Credit	77
	 	 	 	 





	SECTION 6.	 	AFFIRMATIVE COVENANTS	     77
	 	 	 	 





	6.1	 	Financial Statements	78
	6.2	 	Certificates; Other Information	79
	6.3	 	Payment of Taxes	80
	6.4	 	Conduct of Business and Maintenance of Existence, etc.;
    Compliance	80
	6.5	 	Maintenance of Property; Insurance	80
	6.6	 	Inspection of Property; Books and Records; Discussions	81
	6.7	 	Notices	81
	6.8	 	Additional Collateral, etc.	82
	6.9	 	Use of Proceeds	84
	6.10	 	Post Closing	84
	6.11	 	Line of Business	85
	6.12	 	Changes in Jurisdictions of Organization; Name	85
	6.13	 	IP License Agreement	85



 






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Page


 


	SECTION 7.	 	NEGATIVE COVENANTS	     85
	 	 	 	 





	7.1	 	Financial Covenants	85
	7.2	 	Indebtedness	85
	7.3	 	Liens	89
	7.4	 	Fundamental Changes	92
	7.5	 	Dispositions of Property	94
	7.6	 	Restricted Payments	96
	7.7	 	Investments	99
	7.8	 	Prepayments, Etc. of Indebtedness; Amendments	103
	7.9	 	Transactions with Affiliates	103
	7.10	 	Sales and Leasebacks	104
	7.11	 	Changes in Fiscal Periods	104
	7.12	 	Negative Pledge Clauses	104
	7.13	 	Clauses Restricting Subsidiary Distributions	106
	7.14	 	Limitation on Hedge Agreements	106
	 	 	 	 





	SECTION 8.	 	EVENTS OF DEFAULT	107
	 	 	 	 





	8.1	 	Events of Default	107
	8.2	 	Right to Cure	111
	 	 	 	 





	SECTION 9.	 	THE AGENTS	     112
	 	 	 	 





	9.1	 	Appointment	112
	9.2	 	Delegation of Duties	112
	9.3	 	Exculpatory Provisions	112
	9.4	 	Reliance by the Agents	113
	9.5	 	Notice of Default	113
	9.6	 	Non-Reliance on Agents and Other Lenders	113
	9.7	 	Indemnification	114
	9.8	 	Agent in Its Individual Capacity	114
	9.9	 	Successor Agents	115
	9.10	 	Authorization to Release Liens and Guarantees	115
	9.11	 	Agents May File Proofs of Claim	116
	9.12	 	Specified Hedge Agreements and Cash Management Obligations	116
	9.13	 	Joint Bookrunners and Co-Documentation Agents	116
	9.14	 	Certain ERISA Matters	117
	9.15	 	Withholding Taxes	117
	9.16	 	Recovery of Erroneous Payments	118
	 	 	 	 





	SECTION 10.	 	MISCELLANEOUS	     118
	 	 	 	 





	10.1	 	Amendments and Waivers	118
	10.2	 	Notices; Electronic Communications	121
	10.3	 	No Waiver; Cumulative Remedies	123
	10.4	 	Survival of Representations and Warranties	124
	10.5	 	Payment of Expenses; Indemnification	124
	10.6	 	Successors and Assigns; Participations and Assignments	125
	10.7	 	Adjustments; Set off	129
	10.8	 	Counterparts	129



 






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	10.9	 	Severability	129
	10.10	 	Integration	129
	10.11	 	GOVERNING LAW	129
	10.12	 	Submission to Jurisdiction; Waivers	130
	10.13	 	Acknowledgments	130
	10.14	 	Confidentiality	131
	10.15	 	Release of Collateral and Guarantee Obligations; Subordination
    of Liens	133
	10.16	 	Accounting Changes	134
	10.17	 	WAIVERS OF JURY TRIAL	134
	10.18	 	USA PATRIOT ACT	134
	10.19	 	Effect of Certain Inaccuracies	134
	10.20	 	Interest Rate Limitation	135
	10.21	 	Payments Set Aside	135
	10.22	 	Electronic Execution	135
	10.23	 	Acknowledgement and Consent to Bail-In of Affected
    Financial Institutions	136
	10.24	 	Flood Matters	136
	10.25	 	Acknowledgement Regarding Any Supported QFCs	136
	10.26	 	Judgment Currency	137


 






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SCHEDULES:


 


	1.1A	Disqualified Institutions






	1.1B	Specified Hedge Agreements






	2.1	Commitments






	4.3	Existence; Compliance with Law






	4.4	Consents, Authorizations, Filings and Notices






	4.6	Litigation






	4.8A	Excepted Property






	4.8B	Owned Real Property






	4.14	Subsidiaries






	4.17	UCC Filing Jurisdictions






	6.10	Post Closing Matters






	7.2(d)	Existing Indebtedness






	7.3(f)	Existing Liens






	7.7	Existing Investments






	7.9	Transactions with Affiliates






	7.12	Existing Negative Pledge Clauses






	7.13	Clauses Restricting Subsidiary Distributions



 


EXHIBITS:


 


	A	Form of Guarantee and Collateral Agreement






	B	Form of Compliance Certificate






	C	Form of Closing Certificate






	D	Form of Assignment and Assumption






	E	Form of US Tax Compliance Certificate






	F	Form of Solvency Certificate






	G	Form of Revolving Note






	H	Form of Joinder and Reaffirmation Agreement



 






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CREDIT AGREEMENT, dated as of May 7, 2019,
among SCIPLAY HOLDING COMPANY, LLC, a Nevada limited liability company (the “Company” or the “Borrower”),
SCIPLAY PARENT COMPANY, LLC, a Nevada limited liability company (“Holdings”), the several banks and other financial
institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative
Agent, Collateral Agent and Issuing Lender, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A., DEUTSCHE
BANK SECURITIES INC., GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC., MACQUARIE CAPITAL (USA) INC. and RBC CAPITAL MARKETS,
as joint lead arrangers and joint bookrunners.


 


The parties hereto hereby agree as follows:


 


SECTION 1.     DEFINITIONS


 


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


 


“ABR”: for any day, a rate per
annum equal to the highest of (a) the rate of interest in effect for such day as publicly announced from time to time by Bank of
America as its “prime rate,” (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and
(c) the Eurocurrency Rate for a one-month interest period beginning on such day (or if such day is not a Business Day, on the immediately
preceding Business Day) plus 1%. The “prime rate” is a rate set by Bank of America based upon various factors including
Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America
shall take effect at the opening of business on the day specified in the public announcement of such change.


 


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


 


“Accounting Changes”: as defined
in Section 10.16.


 


“Administrative Agent”: Bank
of America, N.A., as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of
its successors and permitted assigns in such capacity in accordance with Section 9.9.


 


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


 


“Affiliate”: as to any Person,
any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes
of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person, in either case whether by contract or otherwise.


 


“Agents”: the collective reference
to the Collateral Agent and the Administrative Agent, and solely for purposes of Sections 9.14, 10.5, 10.10, 10.13 and 10.14 and the definitions
of Cash Management Obligations, Obligations and Specified Hedge Agreement, the Lead Arrangers, Joint Bookrunners, Co-Syndication Agents
and Co-Documentation Agents.


 


“Aggregate Exposure”: the aggregate
amount of such Lender’s Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the amount of
such Lender’s Revolving Extensions of Credit then outstanding.


 






     


     


    

 


“Aggregate Exposure Percentage”:
with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to
the total Aggregate Exposures of all Lenders at such time.


 


“Agreed Purposes”: as defined
in Section 10.14.


 


“Agreement”: this Credit Agreement,
as amended, supplemented, waived or otherwise modified from time to time.


 


“Agreement Currency”: as defined
in Section 10.26.


 


“Annual Operating Budget”: as
defined in Section 6.2(c).


 


“Anticipated Cure Deadline”:
as defined in Section 8.2(a).


 


“Applicable
Margin” or “Applicable Commitment Fee Rate”: for any day, the applicable rate per annum determined pursuant
to the Pricing Grid; provided that from the Closing Date until the delivery of the financial statements for the first full
fiscal quarter ending after the Closing Date, (a) the Applicable Margin shall be 1.25% with respect to Loans under the Revolving
Facility that are ABR Loans and 2.25% with respect to Loans under the Revolving Facility that are Eurocurrency Loans; and (b) the
Applicable Commitment Fee Rate shall be 0.50%.


 


“Applicable Period”: as defined
in Section 10.19.


 


“Application”: an application,
in such form as the relevant Issuing Lender may specify from time to time, requesting such Issuing Lender to issue a Letter of Credit.


 


“Approved Fund”: as defined
in Section 10.6(b).


 


“Article 55 BRRD”: Article 55
of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.


 


“Assignee”: as defined in Section 10.6(b).


 


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


 


“Available Amount”: as at any
date, the sum of, without duplication:


 


(a)            50%
of the Consolidated Net Income of Holdings since April 1, 2019 (or if such Consolidated Net Income for such period is a deficit,
less 100% of such deficit);


 


(b)            the
Net Cash Proceeds received after the Closing Date and on or prior to such date from any Equity Issuance by, or capital contribution to,
the Borrower (which is not Disqualified Capital Stock), other than Cure Amounts and other than any issuance in connection with an Investment
pursuant to Section 7.7(aa);


 


(c)            [reserved];


 


(d)            the
aggregate principal amount of any Indebtedness or Disqualified Capital Stock of Holdings or any Restricted Subsidiary issued after the
Closing Date (other than Indebtedness or Disqualified Capital Stock issued to a Restricted Subsidiary), which has been extinguished


 






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after
being converted into or exchanged for Capital Stock (other than Disqualified Capital Stock) of Holdings or any Parent Company;


 


(e)            in
the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated
with or into, or transfers or conveys its assets to, or is liquidated into, Holdings or any Restricted Subsidiary, the Fair Market Value
of the Investments of Holdings or any Restricted Subsidiary in such Unrestricted Subsidiary at the time of such redesignation, combination
or transfer (or of the assets transferred or conveyed, as applicable);


 


(f)            an
amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and
similar amounts) actually received in cash or Cash Equivalents by Holdings or any Restricted Subsidiary in respect of any Investments
made pursuant to Section 7.7(h)(C), Section 7.7(h)(D), Section 7.7(v)(i), Section 7.7(v)(ii), Section 7.7(z)(ii)(B) or
Section 7.7(z)(ii)(C); and


 


(g)            the
aggregate amount actually received in cash and Cash Equivalents by Holdings or any Restricted Subsidiary in connection with the sale,
transfer or other disposition of its ownership interest in any joint venture that is not a Subsidiary or in any Unrestricted Subsidiary,
in each case, to the extent of the Investment in such joint venture or Unrestricted Subsidiary;


 


minus,
the sum of:


 


(a)            the
amount of Restricted Payments made after the Closing Date pursuant to Section 7.6(b)(ii);


 


(b)            the
amount of any Investments made after the Closing Date pursuant to Section 7.7(h)(D), Section 7.7(v)(ii) or Section 7.7(z)(ii)(C);
and


 


(c)            the
amount of prepayments of Junior Financing made after the Closing Date pursuant to Section 7.8(i)(B).


 


“Available Revolving Commitment”:
as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then
in effect (including any New Loan Commitments which are Revolving Commitments) over (b) such Lender’s Revolving Extensions
of Credit then outstanding.


 


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


 


“Bail-In Legislation”: (a) with
respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of
the European Union, the implementing law 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).


 






    -3-


     


    

 



 


“Base Available Amount”:
$20,000,000 minus, the sum of:


 


(a)           the
amount of Restricted Payments made after the Closing Date pursuant to Section 7.6(b)(i);


 


(b)           the
amount of any Investments made after the Closing Date pursuant to Section 7.7(h)(C), Section 7.7(v)(i) or Section 7.7(z)(ii)(B);
and


 


(c)           the
amount of prepayments of Junior Financing made after the Closing Date pursuant to Section 7.8(i)(A).


 


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


 


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


 


“Benefit Plan”: any of (a) an
 “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined
in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan”.


 


“Benefited Lender”: as defined
in Section 10.7(a).


 


“BHC Act Affiliate”: as assigned
to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).


 


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


 


“Board of Directors”: (a) with
respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such
board; (b) with respect to a partnership, the board of directors of the general partner of the partnership, or any committee thereof
duly authorized to act on behalf of such board or the board or committee of any Person serving a similar function; (c) with respect
to a limited liability company, the managing member or members or any controlling committee of managing members thereof or any Person
or Persons serving a similar function; and (d) with respect to any other Person, the board or committee of such Person serving a
similar function.


 


“Borrower”: as defined in the
preamble hereto, subject to Section 7.04(j).


 


“Borrower Materials”: as defined
in Section 10.2(c).


 


“Borrowing Date”: any Business
Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.


 


“Borrowing Minimum”: (a) in
the case of a Revolving Loan denominated in Dollars, $1,000,000, (b) in the case of a Revolving Loan denominated in Euro, €1,000,000,
(c) in the case of a Revolving Loan denominated in Pounds Sterling, £500,000 and (d) in the case of a Revolving Loan denominated
in any other Permitted Foreign Currency, such roughly equivalent amount in such Permitted Foreign Currency as may be reasonably specified
by the Administrative Agent.


 






    -4-


     


    

 


“Borrowing Multiple”: (a) in
the case of a Revolving Loan denominated in Dollars, $500,000, (b) in the case of a Revolving Loan denominated in Euro, €500,000,
(c) in the case of a Revolving Loan denominated in Pounds Sterling, £250,000 and (d) in the case of a Revolving Loan denominated
in any other Permitted Foreign Currency, such roughly equivalent amount in such Permitted Foreign Currency as may be reasonably specified
by the Administrative Agent.


 


“Business”: the business activities
and operations of Holdings and/or its Subsidiaries on the Closing Date, after giving effect to the Transactions, as described in the Registration
Statement.


 


“Business Day”: any day other
than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the
state where the Administrative Agent’s office with respect to Obligations denominated in Dollars is located and:


 


(a)            if
such day relates to any interest rate settings as to a Eurocurrency Loan denominated in Dollars, any fundings, disbursements, settlements
and payments in Dollars in respect of any such Eurocurrency Loan, or any other dealings in Dollars to be carried out pursuant to this
Agreement in respect of any such Eurocurrency Loan, means any such day that is also a London Banking Day;


 


(b)           if
such day relates to any interest rate settings as to a Eurocurrency Loan denominated in Euro, any fundings, disbursements, settlements
and payments in Euro in respect of any such Eurocurrency Loan, or any other dealings in Euro to be carried out pursuant to this Agreement
in respect of any such Eurocurrency Loan, means a TARGET Day;


 


(c)            if
such day relates to any interest rate settings as to a Eurocurrency Loan denominated in a currency other than Dollars or Euro, means any
such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore
interbank market for such currency; and


 


(d)           if
such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency
Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Loan (other than any interest rate settings), means any such day on
which banks are open for foreign exchange business in the principal financial center of the country of such currency.


 


“Calculation Date”: as defined
in Section 1.3(a).


 


“Capital Lease Obligations”:
as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right
to use) real or personal Property, or a combination thereof, which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP as either capital leases under FASB ASC 840 or finance leases under FASB ASC 842 and,
for the purposes of this Agreement, the amount of such obligations at any time shall be the amount thereof recorded on the balance sheet
at such time determined in accordance with GAAP, provided that for the purposes of this definition, “GAAP” shall mean
generally accepted accounting principles in the United States as further defined.


 


“Capital Stock”: any and all
shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, and any and all equivalent
ownership interests in a Person (other than a corporation).


 






    -5-


     


    

 


“Cash Equivalents”:


 


(a)           direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America
(or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in
each case maturing within 18 months from the date of acquisition thereof;


 


(b)           certificates
of deposit, time deposits and eurodollar time deposits with maturities of 18 months or less from the date of acquisition, bankers’
acceptances with maturities not exceeding 18 months and overnight bank deposits, in each case, with any domestic commercial bank having
capital and surplus in excess of $250,000,000;


 


(c)           repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clauses (a) and (b) above
entered into with any financial institution meeting the qualifications specified in clause (b) above;


 


(d)           commercial
paper having a rating of at least A-1 from S&P or P-1 from Moody’s (or, if at any time neither Moody’s nor S&P shall
be rating such obligations, an equivalent rating from another rating agency) and maturing within 18 months after the date of acquisition
and Indebtedness and preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or
higher from Moody’s with maturities of 18 months or less from the date of acquisition;


 


(e)           readily
marketable direct obligations issued by or directly and fully guaranteed or insured by any state of the United States or any political
subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of
18 months or less from the date of acquisition;


 


(f)            marketable
short-term money market and similar securities having a rating of at least P-1 or A-1 from Moody’s or S&P, respectively (or,
if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and
in each case maturing within 18 months after the date of creation or acquisition thereof;


 


(g)           Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated AA- (or the equivalent thereof)
or better by S&P or Aa3 (or the equivalent thereof) or better by Moody’s;


 


(h)           (x) such
local currencies in those countries in which Holdings and its Restricted Subsidiaries transact business from time to time in the ordinary
course of business and (y) investments of comparable tenor and credit quality to those described in the foregoing clauses (a) through
(g) or otherwise customarily utilized in countries in which Holdings and its Restricted Subsidiaries operate for short term cash
management purposes; and


 


(i)            Investments
in funds which invest substantially all of their assets in Cash Equivalents of the kinds described in clauses (a) through (h) of
this definition.


 


“Cash Management Obligations”:
obligations owed by any Loan Party to a Person who, as of the time of incurrence of such obligations (or, in the case of any such obligations
in existence on the Closing Date, on the Closing Date), is the Administrative Agent, any other Agent, any Lender or any Affiliate of the
Administrative Agent, any other Agent or a Lender, in respect of any overdraft and related liabilities arising from treasury, depository
and cash management services, credit or debit card, or any automated clearing house transfers of funds.


 






    -6-


     


    

 


“Certificated Security”: as
defined in the Guarantee and Collateral Agreement.


 


“CFC”: a Subsidiary of Holdings
that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.


 


“Change of Control”: as defined
in Section 8.1(j).


 


“Charges”: as defined in Section 10.20.


 


“Chattel Paper”: as defined
in the Guarantee and Collateral Agreement.


 


“Closing Date”: May 7,
2019.


 


“Code”: the Internal Revenue
Code of 1986, as amended from time to time (unless otherwise indicated).


 


“Co-Documentation Agents”: Goldman
Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Macquarie Capital (USA) Inc. and RBC Capital Markets, each in its capacity as
co-documentation agent.


 


“Collateral”: as defined in
the Guarantee and Collateral Agreement and all Property of any Loan Party purported to be subject to a Lien under any Security Document.


 


“Collateral Agent”: Bank of
America, N.A., in its capacity as collateral agent for the Secured Parties under the Security Documents and any of its successors and
permitted assigns in such capacity in accordance with Section 9.9.


 


“Commitment”: as to any Lender,
the sum of the Revolving Commitments, the Extended Revolving Commitments and the New Loan Commitments (in each case, if any) of such Lender.


 


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


 


“Commonly Controlled Entity”:
an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA
or is part of a group that includes the Borrower and that is treated as a single employer under Section 414(b), (c), (m) or
(o) of the Code.


 


“Commonly Controlled Plan”:
as defined in Section 4.12(b).


 


“Company”: as defined in the
preamble hereto.


 


“Compliance Certificate”: a
certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.


 


“Confidential Information”:
as defined in Section 10.14.


 


“Consolidated EBITDA”: of any
Person for any period, Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus, without duplication
and, if applicable, except with respect to clauses (h), (j) and (r) of this definition, to the extent deducted in calculating
such Consolidated Net Income for such period, the sum of:


 






    -7-


     


    

 


(a)            provisions
for taxes based on income (or similar taxes in lieu of income taxes), profits, capital (or equivalents), including federal, foreign, state,
local, franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such period;


 


(b)           Consolidated
Net Interest Expense and, to the extent not reflected in such Consolidated Net Interest Expense, any net losses on hedging obligations
or other derivative instruments entered into for the purpose of hedging interest rate risk, amortization or write-off of debt discount
and debt issuance costs and commissions, premiums, discounts and other fees and charges associated with Indebtedness (including commitment,
letter of credit and administrative fees and charges with respect to the Facilities);


 


(c)           depreciation
and amortization expense and impairment charges (including deferred financing fees, capitalized software expenditures, intangibles (including
goodwill), organization costs and amortization of unrecognized prior service costs, and actuarial gains and losses related to pensions,
and other post-employment benefits);


 


(d)           any
expenses, losses or charges that are both unusual in nature or infrequent of occurrence or charges that are not expected to recur within
any twelve month measurement period (including (x) losses on sales of assets outside of the ordinary course of business and restructuring
and integration costs or reserves, including any severance costs, costs associated with office and facility openings, closings and consolidations,
relocation costs and other non-recurring business optimization expenses and legal and settlement costs, and (y) any expenses in connection
with the Transactions);


 


(e)           any
other non-cash charges, expenses or losses, including write-offs and write-downs and any non-cash cost related to the termination
of any employee pension benefit plan (including, without limitation, defined benefit pension plans or deferred compensation agreements)
(except to the extent such charges, expenses or losses represent an accrual of or reserve for cash expenses in any future period or an
amortization of a prepaid cash expense paid in a prior period);


 


(f)            any
expenses required to be accounted for under FASB ASC 718;


 


(g)           transaction
costs, fees, losses and expenses (in each case whether or not any transaction is actually consummated) (including Transaction Costs, and
including those with respect to any amendments or waivers of the Loan Documents, and those payable in connection with the sale of Capital
Stock, recapitalization, the incurrence of Indebtedness permitted by Section 7.2, transactions permitted by Section 7.4, Dispositions
permitted by Section 7.5, or any Permitted Acquisition or other Investment permitted by Section 7.7);


 


(h)           all
management, monitoring, consulting and advisory fees, and due diligence expense and other transaction fees and expenses and related expenses
paid (or any accruals related to such fees or related expenses) (including by means of a dividend) during such period;


 


(i)             proceeds
from any business interruption insurance (to the extent not reflected as revenue or income in such statement of such Consolidated Net
Income);


 


(j)            the
amount of expected cost savings and other operating improvements and synergies reasonably identifiable and reasonably supportable (as
determined by Holdings or any Restricted Subsidiary in good faith) to be realized as a result of the Transactions, any acquisition or
Disposition (including the termination or discontinuance of activities constituting such


 






    -8-


     


    

 


business), any Investment, operating improvements,
restructurings, cost savings initiatives, operational change or similar initiatives or transactions taken or committed to be taken during
such period (in each case calculated on a pro forma basis as though such cost savings and other operating improvements and synergies
had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions
to the extent already included in the Consolidated Net Income for such period, provided that (i) (A) such cost savings,
operating improvements and synergies are reasonably anticipated to result from such actions, (B) such actions have been taken, or
have been committed to be taken and the benefits resulting therefrom are anticipated by the Borrower to be realized within 12 months and
(C) amounts added to Consolidated EBITDA pursuant to this clause (i), shall not in the aggregate exceed 25% of Consolidated
EBITDA (determined prior to giving effect to such amounts) in any four consecutive fiscal quarter period and (ii) no cost savings
shall be added pursuant to this clause (j) to the extent already included in clause (d) above with respect to such period;


 


(k)           earn-out,
contingent compensation and similar obligations incurred in connection with any acquisition or other investment and paid (if not previously
accrued) or accrued;


 


(l)            charges,
losses, lost profits, expenses or write-offs to the extent indemnified or insured by a third party, including expenses covered by indemnification
provisions in any agreement in connection with the Transactions, a Permitted Acquisition or any other acquisition or Investment permitted
by Section 7.7, in each case, to the extent that coverage has not been denied (other than any such denial that is being contested
by Holdings and/or its Restricted Subsidiaries in good faith) and so long as such amounts are actually reimbursed to such Person and its
Restricted Subsidiaries in cash within one year after the related amount is first added to Consolidated EBITDA pursuant to this clause
(l) (and to the extent not so reimbursed within one year, such amount not reimbursed shall be deducted from Consolidated EBITDA during
the next measurement period); it being understood that such amount may subsequently be included in Consolidated EBITDA in a measurement
period to the extent of amounts actually reimbursed);


 


(m)          net
realized losses relating to amounts denominated in foreign currencies resulting from the application of FASB ASC 830 (including net realized
losses from exchange rate fluctuations on intercompany balances and balance sheet items, net of realized gains from related Hedge Agreements);


 


(n)           costs
of surety bonds of such Person and its Restricted Subsidiaries in connection with financing activities,


 


(o)           costs
associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated in connection therewith;


 


(p)           costs,
charges, accruals, reserves or expenses attributable to cost savings initiatives, operating expense reductions, transition, opening and
pre-opening expenses, business optimization, management changes, restructurings and integrations (including inventory optimization programs,
software and other intellectual property development costs, costs related to the closure or consolidation of facilities and curtailments,
costs related to entry into new markets, consulting fees, signing costs, retention or completion bonuses, relocation expenses, severance
payments, and modifications to pension and post-retirement employee benefit plans, new systems design and implementation costs and project
startup costs) or other fees relating to any of the foregoing;


 






    -9-


     


    

 


(q)           (i) any
net loss resulting in such period from Hedge Agreements and the application of FASB ASC Topic 815, (ii) any net loss resulting in
such period from currency translation losses related to currency remeasurements of Indebtedness and (iii) the amount of loss resulting
in such period from a sale of receivables, payment intangibles and related assets in connection with a receivables financing;


 


(r)            cash
receipts (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated EBITDA in any period to the extent
non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant to the below for any previous
period and not added back; and


 


(s)            any
pro forma adjustments described in the Registration Statement;


 


minus,
to the extent reflected as income or a gain in the statement of such Consolidated Net Income for such period, the sum, without duplication,
of:


 


(a)            any
gains that are both unusual in nature or infrequent of occurrence or charges that are not expected to recur within any twelve month measurement
period (including gains on the sales of assets outside of the ordinary course of business);


 


(b)           any
other non-cash income or gains (other than the accrual of revenue in the ordinary course), but excluding any such items (i) in respect
of which cash was received in a prior period or will be received in a future period or (ii) which represent the reversal in such
period of any accrual of, or reserve for, anticipated cash charges in any prior period where such accrual or reserve is no longer required,
all as determined on a consolidated basis;


 


(c)           gains
realized and income accrued in connection with the effect of currency and exchange rate fluctuations on intercompany balances and other
balance sheet items;


 


(d)           the
amount of cash received in such period in respect of any non-cash income or gain in a prior period (to the extent such non-cash income
or gain previously increased Consolidated Net Income in a prior period);


 


(e)            net
realized gains relating to amounts denominated in foreign currencies resulting from the application of FASB ASC 830 (including net
realized gains from exchange rate fluctuations on intercompany balances and balance sheet items, net of realized losses from related Hedge
Agreements); and


 


(f)            (i) any
net gain resulting in such period from Hedge Agreements and the application of FASB ASC Topic 815, (ii) any net gain resulting in
such period from currency translation gains related to currency remeasurements of Indebtedness and (iii) the amount of gain resulting
in such period from a sale of receivables, payment intangibles and related assets in connection with a receivables financing;


 


provided
that for purposes of calculating Consolidated EBITDA of Holdings and its Restricted Subsidiaries for any period, (A) the Consolidated
EBITDA of any Person or Properties constituting a division or line of business of any business entity, division or line of business, in
each case, acquired by Holdings, the Borrower or any of the Restricted Subsidiaries during such period and assuming any synergies, cost
savings and other operating improvements to the extent determined by the Borrower in good faith to be reasonably anticipated to be realizable
within 12 months following such acquisition, or of any Subsidiary designated as a Restricted Subsidiary during such period, shall be included
on a pro forma


 






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basis for such period (but assuming the consummation of such acquisition or such designation, as the case may be,
occurred on the first day of such period) and (B) the Consolidated EBITDA of any Person or Properties constituting a division or
line of business of any business entity, division or line of business, in each case, Disposed of by Holdings, the Borrower or any of the
Restricted Subsidiaries during such period, or of any Subsidiary designated as an Unrestricted Subsidiary during such period, shall be
excluded for such period (assuming the consummation of such Disposition or such designation, as the case may be, occurred on the first
day of such period). With respect to each joint venture or minority investee of Holdings or any of its Restricted Subsidiaries, for purposes
of calculating Consolidated EBITDA, the amount of EBITDA (calculated in accordance with this definition) attributable to such joint venture
or minority investee, as applicable, that shall be counted for such purposes (without duplication of amounts already included in Consolidated
Net Income) shall equal the product of (x) Holdings’ or such Restricted Subsidiary’s direct and/or indirect percentage
ownership of such joint venture or minority investee and (y) the EBITDA (calculated in accordance with this definition) of such joint
venture or minority investee. Unless otherwise qualified, all references to “Consolidated EBITDA” in this Agreement shall
refer to Consolidated EBITDA of Holdings.


 


“Consolidated First Lien Leverage”:
at any date, the aggregate principal amount of all senior first-lien secured Funded Debt of Holdings and its Restricted Subsidiaries on
such date.


 


“Consolidated First Lien Leverage Ratio”:
as of any date of determination, the ratio of (a) Consolidated First Lien Leverage on such date to (b) Consolidated EBITDA of
Holdings and its Restricted Subsidiaries for the most recently ended Test Period.


 


“Consolidated Interest Expense”:
the sum of (i) total cash interest expense (including that attributable to Capital Lease Obligations) of such Person and its Restricted
Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its Restricted Subsidiaries plus (ii) all
cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Capital Stock of such Person made during
such period.


 


“Consolidated Net Income”: of
any Person for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP; provided that in calculating Consolidated Net Income of Holdings and its consolidated
Restricted Subsidiaries for any period, there shall be excluded (a) the income (or loss) of any Person accrued prior to the date
it becomes a Restricted Subsidiary or is merged into or consolidated with Holdings or any of its Restricted Subsidiaries, (b) the
income (or loss) of any Person (other than a Restricted Subsidiary) in which Holdings or any of its Restricted Subsidiaries has an ownership
interest (including any joint venture), except to the extent of dividends, return of capital or similar distributions actually received
by Holdings or such Restricted Subsidiary (which dividends, return of capital and distributions shall be included in the calculation of
Consolidated Net Income) (c)(x) any net unrealized gains and losses resulting from fair value accounting required by FASB ASC 815
(including as a result of the mark-to-market of obligations of Hedge Agreements and other derivative instruments) and (y) any net
unrealized gains and losses relating to mark-to-market of amounts denominated in foreign currencies resulting from the application of
FASB ASC 830 (including net unrealized gain and losses from exchange rate fluctuations on intercompany balances and balance sheet items),
and (d) any income (loss) for such period attributable to the early extinguishment of Indebtedness. Unless otherwise qualified, all
references to “Consolidated Net Income” in this Agreement shall refer to Consolidated Net Income of Holdings.


 


“Consolidated Net Interest Expense”:
of any Person for any period, (a) Consolidated Interest Expense, minus (b) the sum of (i) total cash interest income
of such Person and its Restricted Subsidiaries for such period (excluding any interest income earned on receivables due from customers),
in each case determined in accordance with GAAP plus (ii) any one time financing fees (to the extent included in such


 






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Person’s
consolidated interest expense for such period), including, with respect to the Borrower, those paid in connection with the Loan Documents
or in connection with any amendment thereof. Unless otherwise qualified, all references to “Consolidated Net Interest Expense”
in this Agreement shall refer to Consolidated Net Interest Expense of Holdings.


 


“Consolidated Total Assets”:
the total assets of Holdings and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on
the most recently delivered consolidated balance sheet of Holdings and its Restricted Subsidiaries, determined on a pro forma basis.


 


“Consolidated
Total Leverage”: at any date, (a) the aggregate principal amount of all Funded Debt of Holdings and its Restricted Subsidiaries
on such date, minus (b) solely for purposes of the “Applicable Margin,” “Applicable Commitment Fee
Rate,” and Section 7.1(a), Unrestricted Cash on such date (not to exceed $50,000,000), in each case determined on a consolidated
basis in accordance with GAAP.


 


“Consolidated Total Leverage Ratio”:
as of any date of determination, the ratio of (a) Consolidated Total Leverage on such date to (b) Consolidated EBITDA of Holdings
and its Restricted Subsidiaries for the most recently ended Test Period.


 


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


 


“Covered
Entity”: any of the following; (i)  “covered entity” as that term is defined in, and interpreted in
accordance with 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with
12 C.F.R. § 382.2(b).


 


“Covered Party”: as defined
in Section 10.23.


 


“Co-Syndication
Agents”: JPMorgan Chase Bank, N.A. and Deutsche Bank Securities Inc., each in its capacity as co-syndication agent.


 


“Cure Amount”: as defined in
Section 8.2(a).


 


“Cure Right”: as defined in
Section 8.2(a).


 


“Debtor Relief Laws”: the Bankruptcy
Code of the United States of America, 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”: any of the events
specified in Section 8.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.


 


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


 


“Defaulting Lender”: subject
to Section 2.3(a), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days
of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent, any Issuing 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)



 


 






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within two
Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, or any Issuing Lender in writing that
it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect with respect to its
funding obligations hereunder or, solely with respect to a Revolving Lender, under other agreements generally in which it commits to extend
credit, (c) has failed, within seven Business Days after written request by the Administrative Agent or the Borrower, to confirm
in writing to the Administrative Agent and the Borrower 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
Administrative Agent and the Borrower), 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) become
the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition
of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.


 


“Derivatives Counterparty”:
as defined in Section 7.6.


 


“Designated Jurisdiction”: any
country or territory to the extent that such country or territory itself is the subject of any Sanction.


 


“Designated Non-cash Consideration”:
the Fair Market Value of non-cash consideration received by Holdings or one of its Restricted Subsidiaries in connection with a Disposition
that is so designated as Designated Non-cash Consideration pursuant to an officers’ certificate, setting forth the basis of such
valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration
within 180 days of receipt thereof.


 


“Designation Date”: as defined
in Section 2.22(f).


 


“Disclosure
Documents”: collectively, the Registration Statement, including the financial statements included therein, along with
any amendments thereto, filed by Public Parent with the SEC.


 


“Disinterested Director”: as
defined in Section 7.9.


 


“Disposition”: with respect
to any Property, any sale, sale and leaseback, assignment, conveyance, transfer or other disposition thereof, in each case, to the extent
the same constitutes a complete sale, sale and leaseback, assignment, conveyance, transfer or other disposition, as applicable and including
any disposition of property to a Divided LLC pursuant to an LLC Division. The terms “Dispose” and “Disposed
of” shall have correlative meanings.


 


“Disqualified Capital Stock”:
Capital Stock that (a) requires the payment of any dividends (other than dividends payable solely in shares of Qualified Capital
Stock), (b) matures or is mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the option of
the holders thereof (other than solely for Qualified Capital Stock), in each case in whole or in part and whether upon the occurrence
of any event, pursuant to a sinking fund obligation on a fixed date or otherwise (including as the result of a failure to maintain or
achieve any financial performance standards) or (c) are convertible or exchangeable, automatically or at the option of any holder
thereof, into any Indebtedness, Capital Stock or other assets other than Qualified Capital Stock, in the case of each of clauses (a),
(b) and (c), prior to the date that is 91 days after the Latest Maturity Date (other than (i) upon payment in full of the Obligations
(other than (x) indemnification and other contingent obligations not yet due and owing and


 






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(y) Obligations in respect of Specified
Hedge Agreements or Cash Management Obligations) or (ii) upon a “change in control”; provided that any payment
required pursuant to this clause (ii) is subject to the prior repayment in full of the Obligations (other than (x) indemnification
and other contingent obligations not yet due and owing and (y) Obligations in respect of Specified Hedge Agreements or Cash Management
Obligations) that are then accrued and payable and the termination of the Commitments); provided, further, however, that
if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Holdings, the Borrower or the Subsidiaries
or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required
to be repurchased by Holdings, the Borrower or a Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a
result of such employee’s termination, death or disability.


 


“Disqualified Institution”:
(i) those institutions identified by the Borrower in writing (if any) referenced on Schedule 1.1A, (ii) any other Person
who (A) is not registered or licensed with, or approved, qualified or found suitable by, a Gaming Authority, or (B) has been
disapproved, disqualified, denied a license, qualification or approval or found unsuitable by a Gaming Authority, or who has failed to
timely submit a required application and other required documentation pursuant to applicable Gaming Laws or (C) has withdrawn such
application or other documentation (except where requested or permitted, without prejudice, by the applicable Gaming Authority) (in the
case of each of clauses (A) and (B), to the extent required under applicable Gaming Laws or requested by a Gaming Authority) and
(iii) business competitors of Holdings and its Subsidiaries identified by Borrower in writing to the Administrative Agent from time
to time, and, in the case of clauses (i) and (iii) any known Affiliates readily identifiable by similarity of name. A list of
the Disqualified Institutions will be posted by the Administrative Agent on the Platform and available for inspection by all Lenders.


 


“Divided LLC”: any limited liability
company which has been formed upon consummation of an LLC Division.


 


“ Do not have Unreasonably Small Capital”:
Holdings and its Subsidiaries taken as a whole after consummation of the Transactions is a going concern and has sufficient capital to
reasonably ensure that it will continue to be a going concern for the period from the date hereof through the Latest Maturity Date.


 


“Dollar Equivalent”: at any
time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in
any Permitted Foreign Currency, the equivalent amount thereof in Dollars at such time on the basis of the Spot Rate (determined in respect
of the most recent Revaluation Date) for the purchase of Dollars with such Permitted Foreign Currency.


 


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


 


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


 


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


 


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


 






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


 


“Eligible Assignee”: any Person
that meets the requirements to be an assignee under Section 10.6(b) (subject to receipt of such consents, if any, as may be
required for the assignment of the applicable Loan or Commitment to such Person under Section 10.6(b)(i)).


 


“Environmental Laws”: any and
all applicable laws, rules, orders, regulations, statutes, ordinances, codes or decrees (including common law) of any international authority,
foreign government, the United States, or any state, provincial, local, municipal or other governmental authority, regulating, relating
to or imposing liability or standards of conduct concerning protection of the environment, natural resources or human health and safety
(as it relates to exposure to Materials of Environmental Concern), as has been, is now, or at any time hereafter is, in effect.


 


“Environmental Liability”: any
liability, claim, action, suit, obligation, judgment or order under or relating to any Environmental Law for any damages, injunctive relief,
losses, fines, penalties, fees, expenses (including reasonable fees and expenses of attorneys and consultants) or costs, whether contingent
or otherwise, to the extent arising from or relating to: (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Materials of Environmental Concern, (c) exposure to any Materials of Environmental
Concern, (d) the Release of any Materials of Environmental Concern or (e) any contract, agreement or other consensual arrangement
pursuant to which any Environmental Liability under clause (a) through (d) above is assumed or imposed.


 


“Equity Issuance”: any issuance
by Holdings or any Restricted Subsidiary of its Capital Stock in a public or private offering.


 


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


 


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


 


“Eurocurrency Base Rate”:


 


(a)            for
any Interest Period with respect to a Eurocurrency Loan denominated in Dollars or Pounds Sterling the rate per annum equal to the London
Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such
rate for such currency for a period equal in length to such Interest Period) (“LIBOR”) as published on the applicable
Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time, two London Business Days prior to the commencement of such Interest
Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period;


 


(b)            for
any Interest Period with respect to a Eurocurrency Loan denominated in Canadian Dollars, the rate per annum equal to the Canadian Dollar
Offered Rate, or a comparable or successor rate which rate is approved by the Administrative Agent (“CDOR”), as published
on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated
by the Administrative Agent from time to time) at or about 


 






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10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date with
a term equivalent to such Interest Period;


 


(c)            for
any Interest period with respect to a Eurocurrency Loan denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate,
or a comparable or successor rate which rate is approved by the Administrative Agent (“EURIBOR”), as published on the
applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the
Administrative Agent from time to time) at or about 11:00a.m. (Brussels, Belgium time) on the Rate Determination Date with a term
equivalent to such Interest Period;


 


(d)            for
any Interest Period with respect to a Eurocurrency Loan denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap
Reference Bid Rate or a comparable or successor rate, which rate is approved by the Administrative Agent (“BBSY”),
as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may
be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination
Date with a term equivalent to such Interest Period;


 


(e)            for
any interest calculation with respect to an ABR Loan on any date, the rate per annum equal to LIBOR, at approximately 11:00 a.m., London
time, two London Business Days prior to such date, for Dollar deposits with a term of one month commencing that day;


 


provided
that, if the Eurocurrency Base Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


“Eurocurrency Loans”: Loans
the rate of interest applicable to which is based upon the Eurocurrency Rate.


 


“Eurocurrency Rate”: with respect
to each day during each Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined for such day in accordance with
the following formula:


 


	Eurocurrency Base Rate
	1.00 - Eurocurrency Reserve Requirements


 


“Eurocurrency Reserve Requirements”:
for any day as applied to a Eurocurrency Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction)
of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of
the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of
the Federal Reserve System.


 


“Eurocurrency Tranche”: the
collective reference to Eurocurrency Loans under a particular Facility the then current Interest Periods with respect to all of which
begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).


 


“Event of Default”: any of the
events specified in Section 8.1; provided that any requirement set forth therein for the giving of notice, the lapse of time,
or both, has been satisfied.


 


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


 






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“Excluded Collateral”: as defined
in Section 4.17(a).


 


“Excluded
Subsidiary”: any Subsidiary that is (a) an Unrestricted Subsidiary, (b) not wholly owned directly by Holdings or one
or more of its wholly owned Restricted Subsidiaries on the Closing Date or on the date such Subsidiary becomes a Subsidiary, in each case
for so long as such Subsidiary remains not wholly owned, (c) an Immaterial Subsidiary, (d) a Foreign Subsidiary Holding Company,
(e) established or created pursuant to Section 7.7(p) and meeting the requirements of the proviso thereto; provided
that such Subsidiary shall only be an Excluded Subsidiary for the period, as contemplated by Section 7.7(p), (f) a Subsidiary
that is prohibited by applicable law, rule or regulation from guaranteeing or granting a Lien on its assets to secure obligations
in respect of the Facilities, or which would require governmental (including regulatory) consent, approval, license or authorization to
provide a guarantee or grant any Lien unless, such consent, approval, license or authorization has been received, (g) a Subsidiary
that is prohibited from guaranteeing or granting a Lien on its assets to secure obligations in respect of the Facilities by any Contractual
Obligation in existence on the Closing Date (or, in the case of any newly-acquired Subsidiary, in existence at the time of acquisition
thereof but not entered into in contemplation thereof), provided that this clause (g) shall not be applicable if (1) such
other party is a Loan Party or a wholly-owned Restricted Subsidiary of Holdings or (2) consent has been obtained to provide such
guarantee or such prohibition is otherwise no longer in effect, (h) a Subsidiary with respect to which a guarantee by it of, or granting
a Lien on its assets to secure obligations in respect of, the Facilities would result in material adverse tax consequences (including
as a result of the operation of Section 956 of the IRS Code or any similar law or regulation in any applicable jurisdiction) to Holdings,
the Borrower, one or more Restricted Subsidiaries or any of their respective direct or indirect members, as reasonably determined by the
Borrower in consultation with the Administrative Agent, (i) not-for-profit subsidiaries, (j) any Foreign Subsidiary, (k) any
direct or indirect Domestic Subsidiary of a Foreign Subsidiary that is a CFC, (l) Subsidiaries that are special purpose entities
or (m) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by
notice to the Borrower), the cost or other consequences of guaranteeing or granting a Lien on its assets to secure obligations in respect
of the Facilities shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom; provided that if
a Subsidiary executes the Guarantee and Collateral Agreement as a “Guarantor,” then it shall not constitute an “Excluded
Subsidiary” (unless released from its obligations under the Guarantee and Collateral Agreement as a “Guarantor” in accordance
with the terms hereof and thereof).


 


“Excluded Swap Obligation”:
with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of,
or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty 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 Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act (determined after giving effect to Section 2.8 of the Guarantee and Collateral Agreement
and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such
Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of
a 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
Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.


 


“Excluded Taxes”: any of the
following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to any Recipient, (i) net
income Taxes (however denominated), franchise Taxes, and branch profits Taxes, in each case, (A) imposed as a result of such


 






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Recipient being organized under the laws of, or
having its principal office (or, if such Recipient is a Lender, its applicable lending office) located in, the jurisdiction imposing
such Tax (or any political subdivision thereof) or (B) as a result of any other present or former connection between such Recipient
and the jurisdiction of the Governmental Authority imposing such Tax (or any political subdivision thereof), (ii) any withholding
Taxes (including backup withholding) imposed on amounts payable to or for the account of such Recipient with respect to an applicable
interest in a Loan or Commitment or this Agreement pursuant to a law in effect on the date on which (A) such Recipient becomes a
party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.20) or (B) if such Recipient
is a Lender, such Lender changes its lending office (other than pursuant to a request by the Borrower under Section 2.19), except
in each case to the extent that, pursuant to Section 2.16, amounts with respect to such Taxes were payable either to such Recipient’s
assignor immediately before such Recipient became a party hereto or, if such Recipient is a Lender, to such Lender immediately before
it changed its lending office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 2.16(e) and
(iv) any Taxes imposed under FATCA.


 


“Existing Loans”: as defined
in Section 2.22(a).


 


“Existing Tranche”: as defined
in Section 2.22(a).


 


“Extended Loans”: as defined
in Section 2.22(a).


 


“Extended Revolving Commitments”:
as defined in Section 2.22(a).


 


“Extended Tranche”: as defined
in Section 2.22(a).


 


“Extending Lender”: as defined
in Section 2.22(b).


 


“Extension”: as defined in Section 2.22(b).


 


“Extension Amendment”: as defined
in Section 2.22(c).


 


“Extension Date”: as defined
in Section 2.22(d).


 


“Extension Election”: as defined
in Section 2.22(b).


 


“Extension Request”: as defined
in Section 2.22(a).


 


“Extension Series”: all Extended
Loans or Extended Revolving Commitments, as applicable, that are established pursuant to the same Extension Amendment (or any subsequent
Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Loans or Extended Revolving Commitments,
as applicable, provided for therein are intended to be part of any previously established Extension Series) and that provide for the same
interest margins and amortization schedule.


 


“Facility”:
each of (a) any New Loan Commitments and the New Loans made thereunder (a “New Facility”), (b) the
Revolving Commitments and the extensions of credit (including Letters of Credit) made thereunder (the “Revolving Facility”),
(c) any Extended Revolving Commitments (of the same Extension Series) (an “Extended Revolving Facility”) and (d) any
Refinancing Revolving Commitments of the same Tranche (a “Refinancing Revolving Facility”).


 


“Fair Market Value”: with respect
to any assets, Property (including Capital Stock) or Investment, the fair market value thereof as determined in good faith by the Borrower.


 






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“Fair Value”: the amount at
which the assets (both tangible and intangible), in their entirety, of Holdings and its Subsidiaries taken as a whole and after giving
effect to the consummation of the Transactions, would change hands between a willing buyer and a willing seller, within a commercially
reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.


 


“FATCA”: Sections 1471 through
1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially
more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant
to Section 1471(b)(1) of the Code, as of the date of this Agreement (or any amended or successor version described above) and
any intergovernmental agreements (together with any related fiscal or regulatory legislation, rules or practices) implementing the
foregoing.


 


“Federal Funds Effective Rate”:
for any day, the weighted average of the rates on overnight federal funds transactions with members
of the Federal Reserve System arranged by federal funds brokers, 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 rate (rounded upward, if
necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative
Agent; provided that, if the Federal Funds Effective Rate shall be less than zero,
such rate shall be deemed to be zero for the purposes of this Agreement.


 


“Fee Payment Date”: commencing
on June 30, 2019, (a) the last Business Day of each March, June, September and December and (b) the last day
of the Revolving Commitment Period.


 


“Fixed Charge Coverage Ratio”:
as of any date of determination, the ratio of (a) Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently
ended Test Period minus, without duplication, cash taxes actually paid by Holdings and its Restricted Subsidiaries (including Permitted
Tax Distributions) during such Test Period to (b) Fixed Charges of Holdings and its Restricted Subsidiaries for such Test Period.
In the event that Holdings or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or
otherwise discharges any Indebtedness or issues or redeems Disqualified Capital Stock subsequent to the commencement of the period for
which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of
the Fixed Charge Coverage Ratio is being calculated, then the Fixed Charge Coverage Ratio will be calculated on a pro forma basis as if
such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness or issuance or
redemption of Disqualified Capital Stock, and the use of the proceeds therefrom, had occurred at the beginning of the Test Period.


 


“Fixed Charges”: for any Test
Period, the sum of (a) Consolidated Interest Expense plus (b) regularly scheduled payments of principal on Funded Debt
that are paid or payable in cash, in each case, for such Test Period; provided that (a) when determining Fixed Charges in
respect of any four-quarter period ending prior to the first anniversary of the Closing Date, Fixed Charges will be calculated by multiplying
the aggregate Fixed Charges accrued since the Closing Date by 365 and then dividing such product by the number of days from and including
the Closing Date to and including the last day of such period and (b) in the case of any Person that became a Restricted Subsidiary
of such Person after the commencement of such four-quarter period, the interest expense of such Person paid in cash prior to the date
on which it became a Restricted Subsidiary of such Person will be disregarded to the extent the Indebtedness for which such interest expense
was paid is permanently repaid on or prior to the time such Person becomes a Restricted Subsidiary.


 






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“Flood Insurance Laws”: collectively,
(i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood
Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform
Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act
of 2012 as now or hereafter in effect or any successor statute thereto.


 


“Foreign Subsidiary”: any Restricted
Subsidiary of Holdings that is not a Domestic Subsidiary.


 


“Foreign Subsidiary Holding Company”:
any Restricted Subsidiary of Holdings which is a Domestic Subsidiary substantially all of the assets of which consist, directly or indirectly,
of the Capital Stock (or Capital Stock and Indebtedness) of one or more Foreign Subsidiaries that are CFCs.


 


“Funded Debt”: with respect
to any Person, all Indebtedness of such Person of the types described in clauses (a), (b)(i), (e), (g)(ii), (h) or, to the extent
related to Indebtedness of the types described in the preceding clauses, (d) of the definition of “Indebtedness,” in
each case, to the extent reflected as indebtedness on such Person’s balance sheet.


 


“Funding Office”: the office
of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative
Agent as its funding office by written notice to the Borrower and the Lenders.


 


“GAAP”: generally accepted accounting
principles in the United States as in effect from time to time, as included within the Accounting Standards Codification as maintained
by the Financial Accounting Standards Board. If at any time the SEC permits or requires U.S.-domiciled companies subject to the reporting
requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes and the Borrower notifies the Administrative
Agent that it will effect such change, without limiting Section 10.16, effective from and after the date on which such transition
from GAAP to IFRS is completed by the Borrower or Holdings, references herein to GAAP shall thereafter be construed to mean (a) for
periods beginning on and after the required transition date or the date specified in such notice, as the case may be, IFRS as in
effect from time to time and (b) for prior periods, GAAP as defined in the first sentence of this definition.


 


“Gaming Approval”: any and all
approvals, authorizations, permits, consents, rulings, orders or directives of any Governmental Authority (i) necessary to enable
Holdings and its Subsidiaries to engage in the lottery, gambling, casino, horse racing or gaming business or otherwise continue to conduct
their business as it is conducted on the Closing Date or any Permitted Business (directly or indirectly through a joint venture or other
Person) conducted after the Closing Date, (ii) that regulates gaming in any jurisdiction in which Holdings and its Subsidiaries conduct
gaming activities and has jurisdiction over such persons (including any successors to any of them) or (iii) necessary to accomplish
the transactions contemplated hereby.


 


“Gaming Authority”: as to any
Person, any governmental agency, authority, board, bureau, commission, department, office or instrumentality with regulatory, licensing
or permitting authority or jurisdiction over any gaming business or enterprise or any Gaming Facility, or with regulatory, licensing or
permitting authority or jurisdiction over any gaming operation (or proposed gaming operation) owned, managed or operated by Holdings or
any of its Subsidiaries.


 


“Gaming Facility”: as to any
Person, any lottery operation, gaming establishment and other property or assets directly ancillary thereto or used in connection therewith,
including any casinos, hotels, resorts, race tracks, off-track wagering sites and other recreation and entertainment facilities.


 






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“Gaming Laws”: as to any Person,
(a) constitutions, treaties, statutes or laws governing Gaming Facilities (including pari-mutuel race tracks) and rules, regulations,
codes and ordinances of any Gaming Authority, and all administrative or judicial orders or decrees or other laws pursuant to which any
Gaming Authority possesses regulatory, licensing or permit authority over gambling, gaming or Gaming Facility activities conducted by
Holdings or any of its Subsidiaries within its jurisdiction, (b) Gaming Approvals and (c) orders, decisions, determinations,
judgments, awards and decrees of any Gaming Authority.


 


“Governmental Authority”: any
nation or government, any state, province or other political subdivision thereof and any governmental entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government and, as to any Lender, any securities exchange, any self-regulatory
organization (including the National Association of Insurance Commissioners) and any applicable supranational bodies (such as the
European Union or the European Central Bank).


 


“Guarantee and Collateral Agreement”:
the Guarantee and Collateral Agreement, dated as of the Closing Date, among Holdings, the Borrower and each Subsidiary Guarantor, substantially
in the form of Exhibit A, as the same may be amended, supplemented, waived or otherwise modified from time to time.


 


“Guarantee Obligation”: as to
any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person
(including any bank under any letter of credit) pursuant to which the guaranteeing person has issued a guarantee, reimbursement, counterindemnity
or similar obligation, in either case guaranteeing or by which such Person becomes contingently liable for any Indebtedness (the “primary
obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly,
including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any
Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment
of any such primary obligation or (2) to maintain working capital, equity capital or any other financial statement condition or liquidity
of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities
or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against
loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments
for deposit or collection in the ordinary course of business and reasonable indemnity obligations in effect on the Closing Date or entered
into in connection with any acquisition or disposition of assets or any Investment permitted under this Agreement. The amount of any Guarantee
Obligation of any guaranteeing Person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount
of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing
person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case, the amount of such Guarantee
Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof (assuming such person
is required to perform thereunder) as determined by such Person in good faith.


 


“Guarantors”: the collective
reference to Holdings and the Subsidiary Guarantors.


 


“Guaranty”: collectively, the
guaranty made by the Guarantors under the Guarantee and Collateral Agreement in favor of the Secured Parties, together with each other
guaranty delivered pursuant to Section 6.8.


 


“Hedge Agreements”: all agreements
with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference
to, one or more rates, 


 






    -21-


     


    

 


currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, in each
case, entered into by Holdings or any Restricted Subsidiary.


 


“Hedge Bank”: with respect to
any Hedge Agreement, any Person that was the Administrative Agent, any other Agent, a Lender or any Affiliate thereof at the time such
Hedge Agreement was entered into (or, if in effect on the Closing Date, any Person that is the Administrative Agent, any other Agent,
a Lender or any Affiliate thereof as of the Closing Date), as counterparty to such Hedge Agreement, regardless of whether such Person
subsequently ceases to be the Administrative Agent, any other Agent, a Lender or any Affiliate thereof.


 


“Holdings”: as defined in the
introductory paragraph of this Agreement, including any successor thereto pursuant to a merger permitted by Section 7.4(i).


 


“IFRS”: International Financial
Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto
(or the Financial Accounting Standards Board, or any successor, or the SEC, as the case may be), as in effect from time to time.


 


“Immaterial Subsidiary”: on
any date, any Restricted Subsidiary of Holdings designated as such by the Borrower, but only to the extent that such Restricted Subsidiary
has less than 1.5% of Consolidated Total Assets and 1.5% of annual consolidated revenues of Holdings and its Restricted Subsidiaries on
a pro forma basis based on the most recent financial statements delivered pursuant to Section 6.1 prior to such date; provided
that at no time shall all Immaterial Subsidiaries have in the aggregate Consolidated Total Assets or annual consolidated revenues (as
reflected on the most recent financial statements delivered pursuant to Section 6.1 prior to such time) in excess of 5.0% of Consolidated
Total Assets or annual consolidated revenues, respectively, of Holdings and its Restricted Subsidiaries.


 


“Increased Amount Date”: as
defined in Section 2.21(a).


 


“Incremental Amendment”: an
amendment or joinder to this Agreement to give effect to any New Loan Commitments pursuant to Section 2.21, in form and substance
reasonably acceptable to the Borrower, the Administrative Agent and the Lenders providing such New Loan Commitments.


 


“Indebtedness” of any Person:
without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by
(i) bonds (excluding surety bonds), debentures, notes or similar instruments, and (ii) surety bonds, (c) all obligations
of such Person for the deferred purchase price of Property or services already received, (d) all Guarantee Obligations by such Person
of Indebtedness of others, (e) all Capital Lease Obligations of such Person, (f) all payments that such Person would have to
make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding Hedge
Agreements (such payments in respect of any Hedge Agreement with a counterparty being calculated subject to and in accordance with any
netting provisions in such Hedge Agreement), (g) the principal component of all obligations, contingent or otherwise, of such Person
(i) as an account party in respect of letters of credit (other than any letters of credit, bank guarantees or similar instrument
in respect of which a back-to-back letter of credit has been issued under or permitted by this Agreement) and (ii) in respect of
bankers’ acceptances and (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment
in respect of any Disqualified Capital Stock of such Person or any other Person, valued, in the case of a redeemable preferred interest,
at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; provided that Indebtedness
shall not include (A) trade and other payables, accrued expenses and liabilities and intercompany liabilities arising in the ordinary
course of business, (B) prepaid or deferred revenue or contract liability as defined by FASB ASC 606, arising in the ordinary course
of


 






    -22-


     


    

 


 business, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price
of an asset to satisfy unperformed obligations of the seller of such asset, (D) payment and custodial obligations in respect of prize,
jackpot, deposit, payment processing and player account management operations or (E) earn-out and other contingent obligations until
such obligations become a liability on the balance sheet of such Person in accordance with GAAP. The Indebtedness of any Person shall
include the Indebtedness of any partnership in which such Person is a general partner, other than to the extent that the instrument or
agreement evidencing such Indebtedness expressly limits the liability of such Person in respect thereof (or provides for reimbursement
to such Person).


 


“Indebtedness for Borrowed Money”:
(a) to the extent the following would be reflected on a consolidated balance sheet of Holdings and its Restricted Subsidiaries prepared
in accordance with GAAP, the principal amount of all Indebtedness of Holdings and its Restricted Subsidiaries with respect to (i) borrowed
money, evidenced by debt securities, debentures, acceptances, notes or other similar instruments and (ii) Capital Lease Obligations,
(b) reimbursement obligations for letters of credit and financial guarantees (without duplication) (other than ordinary course of
business contingent reimbursement obligations) and (c) Hedge Agreements; provided that the Obligations shall not constitute
Indebtedness for Borrowed Money.


 


“Indemnified Liabilities”: as
defined in Section 10.5(c).


 


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


 


“Indemnitee”: as defined in
Section 10.5(c).


 


“Insolvency”: with respect to
any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.


 


“Insolvent”: pertaining to a
condition of Insolvency.


 


“Instrument”: as defined in
the Guarantee and Collateral Agreement.


 


“Intellectual Property”: the
collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States,
multinational or foreign laws or otherwise, including copyrights, copyright licenses, domain names, patents, patent licenses, trademarks,
trademark licenses, trade names, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or
other impairment thereof, including the right to receive all proceeds and damages therefrom.


 


“Intercompany Services Agreement”:
the Services Agreement between Scientific Games, Scientific Games International, Inc., a Delaware corporation, Bally Gaming, Inc.,
a Nevada corporation, and the Borrower, as described in the Disclosure Documents, as the same may be amended, restated, or otherwise modified
from time to time, so long as such amendment, restatement or other modification, taken as a whole, is not materially adverse to the Lenders
(as determined by the Borrower in good faith).


 


“Interest Payment Date”: (a) the
last Business Day of each March, June, September and December to occur while such Loan is outstanding and the final maturity
date of such Loan, (b) as to any Eurocurrency Loan having an Interest Period of three months or less, the last day of such Interest
Period, (c) as to any Eurocurrency Loan having an Interest Period longer than three months, each day that is three months, or a whole
multiple thereof, after the first day of such Interest Period and the last day of such 


 






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Interest Period, and (d) as to any Loan (other than any Revolving
Loan that is an ABR Loan), the date of any repayment or prepayment made in respect thereof.


 


“Interest
Period”: as to any Eurocurrency Loan, (a) initially, the period commencing on the borrowing or conversion date, as the
case may be, with respect to such Eurocurrency Loan and ending one, three or six or (if available from all Lenders under the relevant
Facility) twelve months (or such other period acceptable to all such Lenders) thereafter, as selected by the Borrower in its notice of
borrowing or notice of continuation or conversion, as the case may be, given with respect thereto; and (b) thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to such Eurocurrency Loan and ending one, three or six or
(if available from all Lenders under the relevant Facility) twelve months (or such other period acceptable to all such Lenders) thereafter,
as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 1:00 P.M., New York City time, on the date
that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of
the foregoing provisions relating to Interest Periods are subject to the following:


 


(i)           if
any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business Day;


 


(ii)          any
Interest Period that would otherwise extend beyond the scheduled Revolving Termination Date shall end on the Revolving Termination Date
or such due date, as applicable; and


 


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


 


“Investments”: as defined in Section 7.7.


 


“IP License Agreement”: that
certain License Agreement, dated as of the Closing Date, by and between Bally Gaming, Inc. and the Borrower (as successor by assignment
from SG Social Holding Company I, LLC), as the same may be amended, restated, or otherwise modified from time to time, so long as such
amendment, restatement or other modification, taken as a whole, is not materially adverse to the Lenders (as determined by the Borrower
in good faith).


 


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


 


“Issuing Lenders”: (a) Bank
of America, N.A., and (b) any other Revolving Lender from time to time designated by the Borrower, in its sole discretion, as an
Issuing Lender with the consent of such other Revolving Lender.


 


“Joinder and Reaffirmation Agreement”
means an agreement in substantially the form of Exhibit H.


 


“Joint
Bookrunners”: Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its designated affiliates),
JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank 


 






    -24-


     


    




 


USA, Morgan Stanley Senior Funding, Inc., Macquarie
Capital (USA) Inc. and RBC Capital Markets, in their capacity as joint bookrunners.


 


“Judgment Currency”: as defined
in Section 10.26.


 


“Junior Financing”: as defined
in Section 7.8.


 


“Junior Financing Documentation”:
any documentation governing any Junior Financing.


 


“Latest Maturity Date”: at any
date of determination, the latest maturity date or termination date applicable to any Loan or Commitment hereunder at such time.


 


“L/C Commitment”: as of the
Closing Date, $15,000,000.


 


“L/C Disbursements”: as defined
in Section 3.4(a).


 


“L/C Obligations”: at any time,
an amount equal to the sum of (a) the Dollar Equivalent of the aggregate then undrawn and unexpired face amount of the then outstanding
Letters of Credit and (b) the Dollar Equivalent of the aggregate amount of drawings under Letters of Credit that have not then been
reimbursed. The L/C Obligations of any Lender at any time shall be its Revolving Percentage of the total L/C Obligations at such time.
For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.5. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired
by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, upon notice from the
Administrative Agent to the Borrower such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining
available to be drawn.


 


“L/C Participants”: the collective
reference to all the Revolving Lenders other than the applicable Issuing Lender and, for purposes of Section 3.4(d), the collective
reference to all Revolving Lenders.


 


“L/C Shortfall”: as defined
in Section 3.4(d).


 


“LCA Election”: as defined in
Section 1.2(h).


 


“LCA Test Date”: as defined
in Section 1.2(h).


 


“Lead
Arrangers”: Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its designated affiliates), JPMorgan
Chase Bank, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Macquarie Capital (USA)
Inc. and RBC Capital Markets, in their capacity as joint lead arrangers.


 


“Lenders”: as defined in the
preamble hereto.


 


“Letters of Credit”: any letter
of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder. A Letter of Credit may be
a commercial letter of credit or a standby letter of credit. Letters of Credit may be issued in Dollars or in a Permitted Foreign Currency
by any Issuing Lender under the Revolving Commitments.


 


“Liabilities”: the recorded
liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of Holdings and its Subsidiaries taken as
a whole, as of the date hereof after 


 






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giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently
applied.


 


“LIBOR Screen Rate” means the
LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available
source providing such quotations as may be designated by the Administrative Agent from time to time).


 


“LIBOR Successor Rate”: as defined
in Section 2.23.


 


“LIBOR Successor Rate Conforming Changes”
means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of ABR, Interest Period, timing
and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion
of the Administrative Agent in consultation with the Borrower, to reflect the adoption of such LIBOR Successor Rate and to permit the
administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative
Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for
the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines
is reasonably necessary in connection with the administration of this Agreement).


 


“Lien”: any mortgage, pledge,
hypothecation, collateral assignment, encumbrance, lien (statutory or other), charge or other security interest or any other security
agreement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing).


 


“Limited Condition Acquisition”:
any acquisition, including by way of merger, amalgamation or consolidation, by one or more of Holdings, the Borrower and its Restricted
Subsidiaries of any assets, business or Person permitted by this Agreement whose consummation is not conditioned on the availability of,
or on obtaining, third party acquisition financing and which is designated as a Limited Condition Acquisition by Holdings, the Borrower
or such Restricted Subsidiary in writing to the Administrative Agent and Lenders.


 


“Limited Condition Acquisition Provision”:
as defined in Section 1.2(h).


 


“LLC
Division”: the statutory division of any limited liability company into two or more limited liability companies pursuant to
Section 18-217 of the Delaware Limited Liability Company Act or a comparable provision of any other Requirement of Law.


 


“Loan”: any loan made by any
Lender pursuant to this Agreement.


 


“Loan Documents”: the collective
reference to this Agreement, the Security Documents and the Notes (if any), together with any amendment, supplement, waiver, or other
modification to any of the foregoing.


 


“Loan Parties”: Holdings, the
Borrower and each Subsidiary Guarantor.


 


“London Banking Day”: any day
on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.


 


“Mafco”: MacAndrews &
Forbes Holdings, Inc.


 






    -26-


     


    

 


“Majority Facility Lenders”:
with respect to any Facility, the holders of more than 50% of the Revolving Extensions of Credit, as the case may be, outstanding under
such Facility (or (i) prior to any termination of the Revolving Commitments under such Facility, the holders of more than 50% of
the Revolving Commitments under such Facility, (ii) in the case of any New Facility, prior to any termination of the New Loan Commitments
under such Facility, the holders of more than 50% of the New Loan Commitments under such Facility or (iii) in the case of any Extended
Revolving Facility, prior to any termination of the Extended Revolving Commitments under such Facility, the holders of more than 50% of
the Extended Revolving Commitments under such Facility); provided, however, that determinations of the “Majority Facility
Lenders” shall exclude any Commitments or Loans held by Defaulting Lenders.





 


“Material Adverse Effect”: a
material adverse effect on (a) the business, operations, assets, financial condition or results of operations of Holdings and its
Restricted Subsidiaries, taken as a whole, or (b) the material rights and remedies available to the Administrative Agent and the
Lenders, taken as a whole, or on the ability of the Loan Parties, taken as a whole, to perform their payment obligations to the Lenders,
in each case, under the Loan Documents.


 


“Material Real Property”: any
Real Property located in the United States and owned in fee by a Loan Party on the Closing Date having an estimated Fair Market Value
exceeding $2,000,000 and any after-acquired Real Property located in the United States owned by a Loan Party having a gross purchase price
exceeding $2,000,000 at the time of acquisition; provided that at no time shall the aggregate estimated Fair Market Value of all
Real Property located in the United States and owned in fee by the Loan Parties that is not considered “Material Real Property”
exceed $5,000,000.


 


“Materials of Environmental Concern”:
any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde
insulation, asbestos, pollutants, contaminants, radioactivity and any other substances that are defined as hazardous or toxic under any
Environmental Law, or that are regulated pursuant to any Environmental Law.


 


“Maximum Incremental Facilities Amount”:
at any date of determination $50,000,000.


 


“Maximum Rate”: as defined in
Section 10.20.


 


“Minimum Extension Condition”:
as defined in Section 2.22(g)(ii).


 


“Moody’s”: Moody’s
Investors Service, Inc. or any successor to the rating agency business thereof.


 


“Mortgage”: any mortgage, deed
of trust, hypothec, assignment of leases and rents or other similar document delivered on or after the Closing Date by any Loan Party
in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, with respect to Mortgaged Properties,
each substantially in form and substance reasonably acceptable to the Administrative Agent and the Borrower (taking into account the law
of the jurisdiction in which such mortgage, deed of trust, hypothec or similar document is to be recorded), as the same may be amended,
restated, amended and restated, supplemented or otherwise modified from time to time.


 


“Mortgaged Properties”: all
Real Property owned by a Loan Party that is, or is required to be, subject to a Mortgage pursuant to the terms of this Agreement; provided
that in no event shall any Real Property other than Material Real Properties together with all improvements and appurtenant fixtures,
easements and other property and rights incidental to the ownership, lease or operation thereof, constitute “Mortgaged Properties”.


 






    -27-


     


    

 


“Multiemployer Plan”: a Plan
that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.





 


“Net Cash Proceeds”: in connection
with any Equity Issuance (including the Social Gaming IPO) or issuance or sale of debt securities or instruments or the incurrence of
Funded Debt, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’
fees, consulting fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.


 


“New Facility”: as defined in
the definition of “Facility.”


 


“New Lender”: as defined in
Section 2.21(c).


 


“New Loan Commitments”: as defined
in Section 2.21(a).


 


“New Loans”: any loan made by
any New Lender pursuant to this Agreement.


 


“New Revolving Loan Commitment”:
as defined in Section 2.21(a).


 


“New Subsidiary”: as defined
in Section 7.2(r)(x).


 


“Non-Defaulting Lender”: any
Lender other than a Defaulting Lender.


 


“Non-Excluded Subsidiary”: any
Subsidiary of Holdings or the Borrower which is not an Excluded Subsidiary.


 


“Non-Extending Lender”: as defined
in Section 2.22(e).


 


“Non-Guarantor Subsidiary”:
any Subsidiary of Holdings or the Borrower which is not a Subsidiary Guarantor.


 


“Non-Recourse Debt”: Indebtedness
(a) with respect to which no default would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of Holdings
or any of its Restricted Subsidiaries the outstanding principal amount of which individually exceeds $2,000,000 to declare a default on
such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity and (b) as to which
the lenders or holders thereof will not have any recourse to the capital stock or assets of Holdings or any of its Restricted Subsidiaries.


 


“Non-US Lender”: as defined
in Section 2.16(e)(i).


 


“Not Otherwise Applied”: with
reference to any proceeds of any transaction or event or of the Available Amount that is proposed to be applied to a particular use or
transaction, that such amount has not previously been (and is not simultaneously being) applied to anything other than such particular
use or transaction (including any application thereof as a Cure Right pursuant to Section 8.2).


 


“Note”: any promissory note
evidencing any Loan, which promissory note shall be in the form of Exhibit G or such other form as agreed upon by the Administrative
Agent and the Borrower.


 


“Obligations”: the unpaid principal
of and interest on (including interest and fees accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing
after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to
the Borrower, whether or not a claim for post-filing or post-petition interest or fees is allowed 


 






    -28-


     


    

 


or allowable in such proceeding) the Loans, the
Reimbursement Obligations and all other obligations and liabilities of the Borrower to the Administrative Agent, the Collateral Agent
or to any Lender (or, (i) in the case of Cash Management Obligations, of any Loan Party to the Administrative Agent, the Collateral
Agent, any other Agent, any Lender or any Affiliate of any of the foregoing and (ii) in the case of Specified Hedge Agreements,
of any Loan Party to any Hedge Bank), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter
incurred, in each case, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of
Credit, any Specified Hedge Agreement, any Cash Management Obligations or any other document made, delivered or given in connection herewith
or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all
fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid by the Borrower pursuant
hereto) or otherwise; provided that (a) obligations of any Loan Party under any Specified Hedge Agreement, any Cash Management
Obligations shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other
Obligations are so secured and guaranteed, (b) any release of Collateral or Guarantors effected in the manner permitted by this
Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements or Cash Management Obligations and
(c) the “Obligations” shall exclude any Excluded Swap Obligations.





 


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


 


“Other Intercreditor Agreement”:
an intercreditor agreement, to the extent in respect of Indebtedness secured by some or all of the Collateral on a pari passu basis, second
priority basis or third (or more junior) priority basis with the Obligations, in a form reasonably acceptable to the Administrative Agent
and the Borrower which is posted for review by the Lenders and deemed acceptable if the Required Lenders have not objected thereto within
five Business Days following the date on which such intercreditor agreement is posted for review.


 


“Other Taxes”: any and all present
or future stamp, court or documentary Taxes or any other intangible, recording, filing, excise or property Taxes, arising from any payment
made under, or from the execution, delivery, performance, registration, or enforcement of, or otherwise with respect to, any Loan Document,
except any such Taxes that are imposed as a result of a present or former connection between the Recipient and the jurisdiction imposing
such Tax (other than connections arising from such Recipient having executed, delivered, registered, become a party to, performed its
obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant
to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document) with respect to an assignment.


 


“Parent Company”: Scientific
Games, Public Parent or any direct or indirect wholly-owned Subsidiary thereof that, directly or indirectly, wholly-owns Holdings, which
as of the Closing Date includes, among others, Scientific Games, Bally Gaming, Inc., SG Social Holding Company II, LLC, SG Social
Holding Company I, LLC, SG Social Holding Company, LLC and Public Parent.


 


“Participant”: as defined in
Section 10.6(c)(i).


 


“Participant Register”: as defined
in Section 10.6(c)(iii).


 


“Payment Amount”: as defined
in Section 3.5(b).


 


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


 






    -29-


     


    

 


“PCAOB”: the Public Company
Accounting Oversight Board.


 


“Perfection Certificate”: as
defined in the Guarantee and Collateral Agreement.


 


“Permitted Acquisition”: (a) any
acquisition or other Investment approved by the Required Lenders, (b) any acquisition or other Investment made solely with the Net
Cash Proceeds of any substantially concurrent Equity Issuance or capital contribution (other than Disqualified Capital Stock or Cure Amounts)
or (c) any acquisition, in a single transaction or a series of related transactions, of a majority controlling interest in the Capital
Stock, or all or substantially all of the assets, of any Person, or of all or substantially all of the assets constituting a division,
product line or business line of any Person, in each case to the extent the applicable acquired company or assets engage in or constitute
a Permitted Business or Related Business Assets, so long as in the case of any acquisition described in this clause (c), no Event of Default
shall be continuing immediately after giving pro forma effect to such acquisition.


 


“Permitted Business”: the Business
and any other services, activities or businesses incidental or related, similar or complementary to any line of business engaged in by
Holdings and/or its Subsidiaries as of the Closing Date (after giving effect to the Transactions) or any business activity that is a reasonable
extension, development or expansion thereof or ancillary thereto.


 


“Permitted Foreign Currency”:
with respect to any Revolving Loan or Letter of Credit, Euros, Pounds Sterling, Canadian Dollars, Australian Dollars and any other foreign
currency reasonably requested by the Borrower from time to time and in which the Revolving Lenders or an Issuing Lender, as applicable,
may, in accordance with its policies and procedures in effect at such time, lend Revolving Loans or issue Letters of Credit, as applicable,
in each case, subject to the consent of the Revolving Lenders or Issuing Lender, as applicable; provided that if this Agreement
has not been amended prior to December 31, 2021 to provide for the interest rate for Revolving Loans denominated in Pounds Sterling
to be based on the Sterling Overnight Index Average Reference Rate in a manner acceptable to the Administrative Agent, Pounds Sterling
will not constitute a Permitted Foreign Currency until such amendment has become effective.


 


“Permitted Investors”: the collective
reference to the Sponsor and its Affiliates (but excluding any operating portfolio companies of the foregoing), any Parent Company, and
directors and members of management of any Parent Company, Holdings or any of its Subsidiaries that have ownership interests in Holdings
or in such Parent Company or Subsidiary, or are directors thereof, as of the Closing Date.


 


“Permitted Refinancing”: with
respect to any Person, refinancings, replacements, modifications, refundings, renewals or extensions of Indebtedness provided that
(a) there is no increase in the principal amount (or accreted value) thereof (excluding accrued interest, fees, discounts, redemption
and tender premiums, penalties and expenses), the weighted average life to maturity of such Indebtedness is greater than or equal to the
weighted average life to maturity of the Indebtedness being refinanced, (b) the maturity date of such Indebtedness is greater than
or equal to the maturity date of the Indebtedness being refinanced, (c) immediately after giving effect to such refinancing, replacement,
refunding, renewal or extension, no Event of Default shall be continuing and (d) neither Holdings nor any Restricted Subsidiary shall
be an obligor or guarantor of any such refinancings, replacements, modifications, refundings, renewals or extensions except to the extent
that such Person was (or, when initially incurred could have been) such an obligor or guarantor in respect of the applicable Indebtedness
being modified, refinanced, replaced, refunded, renewed or extended.


 


“Permitted
Refinancing Obligations”: any senior or subordinated Indebtedness (which Indebtedness may be (x) secured by the Collateral
on a junior basis, (y) unsecured or (z) in the case of Indebtedness incurred under this Agreement, loan agreements customary
bridge financings or debt 


 






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securities,
secured by the Collateral on a pari passu basis), in each case issued or incurred by the Borrower or a Guarantor to refinance Indebtedness
and/or Revolving Commitments incurred under this Agreement and the Loan Documents and to pay fees, discounts, premiums and expenses in
connection therewith; provided that (a) the terms of such Indebtedness, other than a revolving credit facility that
does not include scheduled commitment reductions prior to maturity, shall not provide for a maturity date or weighted average life to
maturity earlier than the maturity date or shorter than the weighted average life to maturity (or, in the case of any such Indebtedness
comprised of debt securities, 91 days after the maturity date or the weighted average life to maturity) of the Indebtedness being refinanced,
as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings,
which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing
which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the maturity date or the weighted
average life to maturity of the Indebtedness being refinanced, as applicable), (b) any such Indebtedness that is a revolving credit
facility shall not mature prior to the maturity date of the revolving commitments being replaced, (c) such Indebtedness shall not
be secured by any Lien on any asset of any Loan Party that does not also secure the Obligations, or be guaranteed by any Person other
than the Guarantors and (d) if secured by Collateral, such Indebtedness (and all related Obligations) either shall be incurred under
this Agreement on a senior secured pari passu basis with the other Obligations or shall be subject to the terms of an Other Intercreditor
Agreement.


 


“Permitted
Tax Distributions”: (A) for any taxable year ending after the Closing Date for which, for U.S. federal income tax
purposes, each of the Borrower and Holdings is treated as a partnership (or disregarded as an entity separate from a partnership), distributions
by Holdings to its direct and indirect equity holders on a pro rata basis, in the minimum amount sufficient to cause Public Parent (and
any of its direct or indirect equity holders, in the aggregate) to receive, and (B) without duplication of amounts described in clause
(A), for any taxable year ending after the Closing Date for which, for U.S. federal income tax purposes, each of the Borrower and Holdings
is treated either as disregarded as an entity separate from Public Parent or as a corporation (or disregarded as an entity separate from
a corporation) that is a member of a group filing a consolidated, combined or unitary tax return with Public Parent, distributions by
Holdings to Public Parent (or any direct or indirect parent entity of Public Parent that is a member of a group that files any such return
with Public Parent (a “Consolidated Parent”)), in the minimum amount sufficient to cause Public Parent (and any Consolidated
Parent, in the aggregate) to receive, in the case of each of clauses (A) and (B), in respect of such taxable year, the sum of (i) the
U.S. federal, state and local and foreign Tax obligations (including, for the avoidance of doubt and without duplication, quarterly estimates
thereof) owed by Public Parent (or any Consolidated Parent) for such taxable year (other than any obligations to remit any amounts withheld
from payments to third parties, and any such Taxes that are paid or payable by Holdings or its Subsidiaries directly to taxing authorities
on behalf of Public Parent or Consolidated Parent) in respect of the taxable income of Holdings and its subsidiaries (for the avoidance
of doubt, including taxable income attributable to any equity interest owned directly or indirectly by Holdings in a pass-through entity
for tax purposes), and (ii) any obligations payable by Public Parent under the Tax Receivable Agreement for such taxable year to
the extent they constitute ordinary course payments, which shall not include any accelerated lump sum amount payable by reason of any
early termination of such agreement to the extent such amount exceeds the amount that would otherwise have been payable under the Tax
Receivable Agreement in the absence of such early termination.


 


“ Permitted Transferees”: with
respect to any Person that is a natural person (and any Permitted Transferee of such Person), (a) such Person’s immediate family,
including his or her spouse, ex-spouse, children, step-children and their respective lineal descendants, (b) the estate of Ronald
O. Perelman and (c) any other trust or legal entity the primary beneficiary of which is such Person’s immediate family,


 






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 including
his or her spouse, ex-spouse, children, stepchildren or their respective lineal descendants and which is controlled by such Person.


 


“Person”: an individual, partnership,
corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.


 


“Phantom”:
Phantom EFX, LLC, a Nevada limited liability company, which shall be renamed SciPlay Games, LLC.


 


“Plan”: at a particular time,
any employee benefit plan as defined in Section 3(3) of ERISA and in respect of which Holdings or any of its Restricted Subsidiaries
is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be at the relevant time) an “employer”
as defined in Section 3(5) of ERISA, including a Multiemployer Plan.


 


“Platform”: as defined in Section 10.2(c).


 


“Pledged Securities”: as defined
in the Guarantee and Collateral Agreement.


 


“Pledged Stock”: as defined
in the Guarantee and Collateral Agreement.


 


“Present Fair Salable Value”:
the amount that could be obtained by an independent willing seller from an independent willing buyer if the assets of Holdings and its
Subsidiaries taken as a whole and after giving effect to the consummation of the Transactions are sold with reasonable promptness in an
arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can
be reasonably evaluated.


 


“Pricing Grid”: the table set
forth below:


 


	Consolidated Total Leverage
 Ratio	 	Applicable Margin
 for Loans that are
 Eurocurrency
 Loans	 	 	Applicable
 Margin for
 Loans that are
 ABR Loans	 	 	Applicable
 Commitment Fee
 Rate	 
	> 1.50:1.00	 	 	2.50	%	 	 	1.50	%	 	 	0.50	%
	≤ 1.50:1.00 but > 1.00:1.00	 	 	2.25	%	 	 	1.25	%	 	 	0.50	%
	≤ 1.00:1.00	 	 	2.00	%	 	 	1.00	%	 	 	0.375	%



 


Changes in the Applicable Margin or the Applicable
Commitment Fee Rate resulting from changes in the Consolidated Total Leverage Ratio shall become effective on the date on which financial
statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until the next change to be effected pursuant
to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 6.1,
then, at the option of (and upon the delivery of notice (telephonic or otherwise) by) the Administrative Agent or the Required Lenders,
until such financial statements are delivered, the Consolidated Total Leverage Ratio as at the end of the fiscal period that would have
been covered thereby shall for the purposes of this definition be deemed to be greater than 1.50 to 1.00. In addition, at all times while
an Event of Default set forth in Section 8.1(a) or 8.1(f) shall have occurred and be continuing, the Consolidated Total
Leverage Ratio shall for the purposes of the Pricing Grid be deemed to be greater than 1.50 to 1.00.


 






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“Prime Rate”: as defined in
the definition of “ABR.”


 


“Property”: any right or interest
in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Capital Stock.


 


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


 


“Public Information”: as defined
in Section 10.2(c).


 


“Public Lender”: as defined
in Section 10.2(c).


 


“Public Parent”: SciPlay Corporation,
a Nevada corporation.


 


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


 


“QFC
Credit Support”: as defined in Section 10.23.


 


“Qualified Capital Stock”: any
Capital Stock that is not Disqualified Capital Stock.


 


“Rate Determination Date”: two
(2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing
day by market practice in such interbank market, as determined by the Administrative Agent; provided that to the extent such market
practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative
Agent).


 


“Rate Determination Notice”:
as defined in Section 2.18.


 


“Real Property”: collectively,
all right, title and interest of Holdings or any of its Restricted Subsidiaries in and to any and all parcels of real property owned or
operated by Holdings or any such Restricted Subsidiary together with all improvements and appurtenant fixtures, easements and other property
and rights incidental to the ownership, lease or operation thereof.


 


“Recipient”: (a) any Lender,
(b) the Administrative Agent and (c) any other Agent, as applicable.


 


“Refinanced Revolving Commitments”:
as defined in Section 10.1(c).


 


“Refinancing Revolving Commitments”:
as defined in Section 10.1(c).


 


“Register”: as defined in Section 10.6(b)(iv).


 


“Registration Statement”: as
defined in the definition of “Social Gaming IPO.”


 


“Reimbursement Obligation”:
the obligation of the Borrower to reimburse an Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit issued
by such Issuing Lender.


 


“Related Business
Assets”: assets (other than cash and Cash Equivalents) used or useful in a Permitted Business; provided that any assets
received by Holdings or a Restricted Subsidiary in exchange for assets transferred by Holdings or a Restricted Subsidiary shall not be
deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person,
such Person would become a Restricted Subsidiary.


 






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


 


“Release”: any release, spill,
emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment
or within or upon any building, structure or facility.


 


“Replaced Lender”: as defined
in Section 2.20.


 


“Reportable Event”: any of the
events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the thirty
day notice period is waived by the PBGC.


 


“Representatives”: as defined
in Section 10.14.


 


“Required
Lenders”: at any time, the holders of more than 50% of the sum of (i) the Revolving Commitments (including any New
Loan Commitments) then in effect or, if the Revolving Commitments have been terminated, the Revolving Extensions of Credit then outstanding,
and (ii) the Extended Revolving Commitments then in effect in respect of any Extended Revolving Facility or, if such Extended Revolving
Commitments have been terminated, the Extended Loans in respect thereof then outstanding; provided, however, that determinations
of the “Required Lenders” shall exclude any Commitments or Loans held by Defaulting Lenders.


 


“Requirement of Law”: as to
any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty,
rule, regulation, ordinances, codes, administrative precedents or authorities, or determination of (including the interpretation or administration
of the preceding by) an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person
or any of its Property or to which such Person or any of its Property is subject.


 


“Rescindable
Amount”: as defined in Section 2.14(f).


 


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


 


“Responsible Officer”: the chief
executive officer, president, chief financial officer (or similar title), chief accounting officer, controller or treasurer (or similar
title), and, with respect to financial matters, the chief financial officer (or similar title), controller or treasurer (or similar title),
and, solely for purposes of notices given pursuant to Section 2, any other officer or employee of the applicable Loan Party so designated
by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party
designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent; any reference herein or in any
other Loan Document to a Responsible Officer shall be deemed to refer to a Responsible Officer of the Borrower, unless otherwise specified.


 


“Restricted Payments”: as defined
in Section 7.6.


 


“Restricted Subsidiary”: any
Subsidiary of Holdings which is not an Unrestricted Subsidiary.


 


“Revaluation Date”: (a) with
respect to any Loan, each of the following: (i) each date of a borrowing of a Eurocurrency Loan denominated in a Permitted Foreign
Currency, (ii) each date of a


 






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continuation of a Eurocurrency Loan denominated in a Permitted Foreign Currency pursuant to Section 2.9,
and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with
respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in a Permitted
Foreign Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof,
(iii) each date of any payment by an Issuing Lender under any Letter of Credit denominated in a Permitted Foreign Currency and (iv) such
additional dates as the Administrative Agent or the applicable Issuing Lender shall determine or the Required Lenders shall require.


 


“Revolving Commitment Period”:
the period from and including the Closing Date to the Revolving Termination Date.


 


“Revolving Commitments”: as
to any Revolving Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Letters of Credit in an aggregate
principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s
name on Schedule 2.1, or, as the case may be, in the Assignment and Assumption or Incremental Amendment pursuant to which such Lender
became a party hereto, as the same may be changed from time to time pursuant to an Extension Amendment, an Incremental Amendment or otherwise
pursuant to the terms hereof. The aggregate amount of the Revolving Commitments, as of the Closing Date, is $150,000,000.


 


“Revolving Extensions of Credit”:
as to any Revolving Lender at any time, an amount equal to the Dollar Equivalent of the sum of, without duplication (a) the aggregate
principal amount of all Revolving Loans held by such Lender then outstanding and (b) such Lender’s Revolving Percentage of
the L/C Obligations then outstanding.


 


“Revolving Facility”: as defined
in the definition of “Facility.”


 


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


 


“Revolving Loans”: as defined
in Section 2.1(a).


 


“Revolving Percentage”: as to
any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the aggregate Revolving
Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which such Revolving Lender’s
Revolving Extensions of Credit then outstanding constitutes of the aggregate Revolving Extensions of Credit then outstanding.


 


“Revolving Termination Date”:
May 7, 2024.


 


“S&P”: Standard &
Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.


 


“Sanction(s)”: any international
economic sanction administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury
or other relevant sanctions authority.


 


“Scheduled Unavailability Date”:
as defined in Section 2.23(ii).


 


“Scientific Games”: Scientific
Games Corporation, a Nevada corporation.


 






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“SEC”: the Securities and Exchange
Commission (or successors thereto or an analogous Governmental Authority).


 


“Section 2.22 Additional Amendment”:
as defined in Section 2.22(c).


 


“Secured Parties”: collectively,
the Lenders, the Administrative Agent, the Collateral Agent, each Issuing Lender, each Hedge Bank, each Person to whom Cash Management
Obligations are owed, any other holder from time to time of any of the Obligations and, in each case, their respective successors and
permitted assigns.


 


“Securities Act”: the Securities
Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Security”: as defined in the
Guarantee and Collateral Agreement.


 


“Security Documents”: the collective
reference to the Guarantee and Collateral Agreement and all other security documents (including any Mortgages) hereafter delivered to
the Administrative Agent or the Collateral Agent purporting to grant a Lien on any Property of any Loan Party to secure the Obligations.


 


“Single Employer Plan”: any
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 Holdings or any of its Restricted Subsidiaries is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be at the relevant time) an “employer” as defined in Section 3(5) of ERISA.


 


“Social
Gaming IPO”: the initial underwritten public offering of common stock in Public Parent pursuant to an effective registration
statement filed with the SEC pursuant to the Securities Act on May 6, 2019 (the “Registration Statement”).


 


“Social Gaming IPO Documents”:
the Intercompany Services Agreement, IP License Agreement and the Tax Receivable Agreement, together with any other material agreements,
instruments or other documents entered into in connection with any of the foregoing.


 


“Solvent”: with respect to Holdings
and its Subsidiaries, as of any date of determination, (i) the Fair Value of the assets of Holdings and its Subsidiaries taken as
a whole exceeds their Liabilities, (ii) the Present Fair Salable Value of the assets of Holdings and its Subsidiaries taken as a
whole exceeds their Liabilities; (iii) Holdings and its Subsidiaries taken as a whole Do not have Unreasonably Small Capital; and
(iv) Holdings and its Subsidiaries taken as a whole Will be able to pay their Liabilities as they mature.


 


“Specified Existing Tranche”:
as defined in Section 2.22(a).


 


“Specified Hedge Agreement”:
any Hedge Agreement (a) entered into by (i) Holdings, the Borrower or any Subsidiary Guarantor and (ii) Hedge Bank and
(b) that has been designated by the Borrower as a Specified Hedge Agreement by notice to the Administrative Agent (i) in substantially
the form of Annex III to the Guarantee and Collateral Agreement or (ii) otherwise in form and substance reasonably acceptable to
the Administrative Agent pursuant to which the relevant Hedge Bank (x) appoints the Administrative Agent as its agent under the applicable
Specified Hedge Agreement and (y) agrees to be bound by the provisions of Sections 9.3, 9.7, 10.11 and 10.12 hereof (it being understood
that one notice with respect to a specified ISDA Master Agreement may designate all transactions thereunder as being “Specified
Hedge Agreements”, without the need for separate notices for each individual transaction thereunder); provided that Specified
Hedge Agreement shall exclude any Excluded Swap


 






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Obligations. The designation of any Hedge Agreement as a Specified Hedge Agreement shall
not create in favor of any Hedge Bank (or its successors or assigns) any rights in connection with the management or release of any Collateral
or of the obligations of any Guarantor under the Guarantee and Collateral Agreement. For the avoidance of doubt, all Hedge Agreements
in existence on the Closing Date between Holdings, the Borrower or any Subsidiary Guarantor, on the one hand, and any Hedge Bank, on the
other hand, as listed on Schedule 1.1B, shall constitute Specified Hedge Agreements.


 


“Sponsor”:
(a) Mafco, (b) each of Mafco’s direct and indirect subsidiaries and Affiliates, (c) Ronald O. Perelman, (d) any
of the directors or executive officers of Mafco or (e) any of their respective Permitted Transferees.


 


“Spot Rate”: with respect to
any currency, the rate determined by the Administrative Agent to be the rate quoted by the Administrative Agent as the spot rate for the
purchase by the Administrative Agent of such currency with another currency through its principal foreign exchange trading office at approximately
11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided
that the Administrative Agent may obtain such spot rate from another financial institution designated by it if it does not have as of
the date of determination a spot buying rate for any such currency; provided, further that the Administrative Agent may
use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Revolving Loan or Letter
of Credit denominated in a Permitted Foreign Currency.


 


“Stated Maturity”: with respect
to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the payment of principal of such Indebtedness
is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the re-purchase
or repayment of such Indebtedness at the option of the holder thereof upon the happening of any contingency).


 


“Subsidiary”: as to any Person,
a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to
elect a majority of the Board of Directors of such corporation, partnership or other entity are at the time owned, or the management of
which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person; provided that
any joint venture that is not required to be consolidated with the Borrower and its consolidated Subsidiaries in accordance with GAAP
shall not be deemed to be a “Subsidiary” for purposes hereof. Unless otherwise qualified, all references to a “Subsidiary”
or to “Subsidiaries” in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of Holdings.


 


“Subsidiary Guarantors”: (a) each
Domestic Subsidiary other than any Excluded Subsidiary and (b) any other Subsidiary of Holdings (other than the Borrower) that is
a party to the Guarantee and Collateral Agreement.


 


“Supplemental Revolving Commitment Increase”:
as defined in Section 2.21(a).


 


“Supported
QFC”: as defined in Section 10.23.


 


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


 






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


 


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


 


“Tax Receivable Agreement”:
the Tax Receivable Agreement, dated as of the date hereof, by and among Public Parent, Holdings, SG Social Holding Company I, LLC and
SG Social Holding Company, LLC, as the same may be amended, restated, or otherwise modified from time to time, so long as such amendment,
restatement or other modification, taken as a whole, is not materially adverse to the Lenders (as determined by the Borrower in good faith
and approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed).


 


“Taxes”: all present and future
taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.


 


“Test Period”: on any date of
determination, the period of four consecutive fiscal quarters of the Borrower (in each case taken as one accounting period) most recently
ended on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.1.


 


“Tranche”: refers to whether
such Revolving Loans are (1) Revolving Commitments or Revolving Loans, (2) Extended Revolving Commitments (of the same Extension
Series) or (3) Refinancing Revolving Commitments with the same terms and conditions made on the same day or Revolving Loans in respect
thereof.


 


“Transaction Costs”: as defined
in the definition of “Transactions.”


 


“Transactions”: the consummation
of the Social Gaming IPO in accordance with the Disclosure Documents and the other transactions described therein, together with each
of the following transactions consummated or to be consummated in connection therewith:


 


(a)            the
Borrower obtaining the Facilities;


 


(b)            the
entry into and consummation of the transaction contemplated by the Social Gaming IPO Documents; and


 


(c)            the
payment of all fees, costs and expenses incurred in connection with the transactions described in the foregoing provisions of this definition
(the “Transaction Costs”).


 


“Transferee”: any Assignee or
Participant.


 


“Type”: as to any Loan, its
nature as an ABR Loan or Eurocurrency Loan.


 


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


 






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


 


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


 


“United States”: the United
States of America.


 


“Unrestricted Cash”: as at any
date of determination, the aggregate amount of cash and Cash Equivalents included in the cash accounts that would be recorded on the consolidated
balance sheet of Holdings and its Restricted Subsidiaries as at such date, to the extent such cash and Cash Equivalents are not (a) subject
to a Lien securing any Indebtedness or other obligations, other than (i) the Obligations or (ii) any such other Indebtedness
that is subject to any Other Intercreditor Agreement or (b) classified as “restricted” (unless so classified solely because
of any provision under the Loan Documents or any other agreement or instrument governing other Indebtedness that is subject to any Other
Intercreditor Agreement governing the application thereof or because they are subject to a Lien securing the Obligations or other Indebtedness
that is subject to any Other Intercreditor Agreement).


 


“Unrestricted Subsidiary”: (i) any
Subsidiary of Holdings designated as such and listed on Schedule 4.14 on the Closing Date and (ii) any Subsidiary of Holdings (other
than the Borrower) that is designated by a resolution of the Board of Directors of Holdings as an Unrestricted Subsidiary, but only to
the extent that, in the case of each, such Subsidiary: (a) has no Indebtedness other than Non-Recourse Debt (other than such Indebtedness
to the extent any related obligations of Holdings or its Restricted Subsidiaries would otherwise be permitted under Section 7.7);
(b) is not party to any agreement, contract, arrangement or understanding with Holdings or any Restricted Subsidiary unless (x) the
terms of any such agreement, contract, arrangement or understanding, taken as a whole, are no less favorable to Holdings or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower or (y) Holdings or any
Restricted Subsidiary would be permitted to enter into such agreement, contract, arrangement or understanding with an Unrestricted Subsidiary
pursuant to Section 7.9; (c) is a Person with respect to which neither Holdings nor any of its Restricted Subsidiaries has any
direct or indirect obligation (x) to subscribe for additional Capital Stock or warrants, options or other rights to acquire Capital
Stock or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels
of operating results, unless, in each case, Holdings or any Restricted Subsidiary would be permitted to incur any such obligation with
respect to an Unrestricted Subsidiary pursuant to Section 7.7; and (d) does not guarantee or otherwise provide credit support
after the time of such designation for any Indebtedness of Holdings or any of its Restricted Subsidiaries unless it also guarantees or
provides credit support in respect of the Obligations, in the case of clauses (a), (b) and (c), except to the extent not otherwise
prohibited by Section 7.7; provided that, with respect to clauses (i) and (ii) above, after giving effect to any
such designation of a Domestic Subsidiary but tested only at the time of such designation, the combined Consolidated EBITDA of Domestic
Subsidiaries that are Unrestricted Subsidiaries for the most recently ended Test Period for which financial statements have been delivered
pursuant to Section 6.1 does not exceed 5.0 % of the Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently
ended Test Period for which financial statements have been delivered pursuant to Section 6.1, and (iv) any Subsidiary that is
subsequently formed or acquired by an Unrestricted Subsidiary that has been previously designated as such pursuant to clause (iii) above.
If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes hereof. Subject to the foregoing, Holdings may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary


 






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or any Restricted Subsidiary to be an Unrestricted Subsidiary; provided that (i) such
designation shall only be permitted if no Event of Default would be in existence following such designation and after giving effect to
such designation Holdings shall be in pro forma compliance with the financial covenants (whether or not then subject to testing)
set forth in Section 7.1 as of the end of the most recently ended Test Period for which financial statements have been delivered
pursuant to Section 6.1, (ii) any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be
an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and (iii) any
designation of a Restricted Subsidiary as an Unrestricted Subsidiary under clause (i) or (ii) above shall be deemed to be an
Investment in an Unrestricted Subsidiary and shall reduce amounts available for Investments in Unrestricted Subsidiaries permitted by
Section 7.7 in an amount equal to the Fair Market Value of the Subsidiary so designated; provided that the Borrower may subsequently
redesignate any such Unrestricted Subsidiary as a Restricted Subsidiary so long as the Borrower does not subsequently re-designate such
Restricted Subsidiary as an Unrestricted Subsidiary for a period of the succeeding four fiscal quarters.


 


“US Lender”: as defined in Section 2.16(e)(iii)


 


“US Tax Compliance Certificate”:
as defined in Section 2.16(e)(i)(C).


 


“USA Patriot Act”: as defined
in Section 10.18.


 


“U.S. Special Resolution Regime”:
as defined in Section 10.23.


 


“Will be able to pay their Liabilities
as they mature”: for the period from the date hereof through the Latest Maturity Date, Holdings and its Subsidiaries taken as
a whole and after giving effect to the consummation of the Transactions, will have sufficient assets, credit capacity and cash flow to
pay their Liabilities as those Liabilities mature or (in the case of contingent Liabilities) otherwise become payable, in light of business
conducted or anticipated to be conducted by Holdings and its Subsidiaries as reflected in the projected financial statements and in light
of the anticipated credit capacity.


 


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


 


1.2           Other
Definitional Provisions.


 


(a)           Unless
otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents
or any certificate or other document made or delivered pursuant hereto or thereto.


 


(b)           As
used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting
terms relating to Holdings and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1,
to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include,”


 






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 “includes” and
 “including” shall be deemed to be followed by the phrase “without limitation,” and (iii) references to
agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual
Obligations as amended, supplemented, restated or otherwise modified from time to time.


 


(c)           The
words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement,
shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Annex, Section, Schedule and Exhibit references
are to this Agreement unless otherwise specified.


 


(d)           The
term “license” shall include sub-license. The term “documents” includes any and all documents whether in physical
or electronic form.


 


(e)           The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


(f)            Notwithstanding
any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification
825-10-25 (or any other Accounting Standards Codification or Accounting Standards Update having a similar result or effect) to value any
Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value,” as defined therein, and (ii) without
giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20
(or any other Accounting Standards Codification or Accounting Standards Update 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.


 


(g)           In
connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with
any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred,
is continuing or would result from any such action, as applicable, at the option of the Borrower pursuant to an LCA Election such condition
shall be deemed satisfied so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the
definitive agreements for such Limited Condition Acquisition are entered into after giving pro forma effect to such Limited Condition
Acquisition and the actions to be taken in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof)
as if such Limited Condition Acquisition and other actions had occurred on such date. For the avoidance of doubt, if the Borrower has
exercised its option under the first sentence of this clause (g), and any Default or Event of Default occurs following the date the definitive
agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition
Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing solely for purposes of determining
whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.


 


(h)           In
connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of:


 


(i)            determining
compliance with any provision of this Agreement which requires the calculation of the Consolidated First Lien Leverage Ratio, Consolidated
Total Leverage Ratio or Fixed Charge Coverage Ratio; or


 






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(ii)           testing
availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets);


 


in each case, at the option of the Borrower (the Borrower’s election
to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination
of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition
Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition
Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use
of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the
LCA Test Date for which consolidated financial statements of Holdings are available, the Borrower could have taken such action on the
relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the
avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested
as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated
Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant
transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower
has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket
availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease
or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other
satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to
the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition
Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated
on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence
of Indebtedness and the use of proceeds thereof) have been consummated; provided that the calculation of Consolidated Net Income
(and any defined term a component of which is Consolidated Net Income) shall not include the Consolidated Net Income of the Person or
assets to be acquired in any Limited Condition Acquisition for usages other than in connection with the applicable transaction pertaining
to such Limited Condition Acquisition until such time as such Limited Condition Acquisition is actually consummated (clauses (g) and
(h), collectively, the “Limited Condition Acquisition Provision”).


 


(i)            Any
reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar
term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited
liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation,
consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division
of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is
a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).


 


1.3           Pro
Forma Calculations. (i) Any calculation to be determined on a “pro forma” basis, after giving “pro
forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated First Lien Leverage
Ratio, the Consolidated Total Leverage Ratio, and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject
to the provisions of Section 1.2):


 


(a)            for
purposes of making the computation referred to above, in the event that Holdings or any of its Restricted Subsidiaries incurs, assumes,
guarantees, redeems, retires,


 






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defeases or extinguishes any Indebtedness subsequent to the commencement of the period for which such ratio
is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is
made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence,
assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness as if the same had occurred at the beginning
of the applicable Test Period; provided that for purposes of making the computation of Consolidated First Lien Leverage, Consolidated
Total Leverage or Fixed Charges for the computation of the Consolidated First Lien Leverage Ratio, Consolidated Total Leverage Ratio or
Fixed Charge Coverage Ratio, as applicable, Consolidated First Lien Leverage, Consolidated Total Leverage or Fixed Charges, as applicable,
shall be Consolidated First Lien Leverage, Consolidated Total Leverage or Fixed Charges as of the date the relevant action is being taken
giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and


 


(b)            for
purposes of making the computation referred to above, if any Investments, Dispositions or designations of Unrestricted Subsidiaries or
Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period
for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation
shall be made giving pro forma effect to such Investments, Dispositions and designations as if the same had occurred at the beginning
of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (j) of
and the last proviso of the first sentence of the definition of “Consolidated EBITDA.” If since the beginning of such period
any Person that subsequently became a Restricted Subsidiary or was merged with or into Holdings or any of its Restricted Subsidiaries
since the beginning of such period shall have made any Investment or Disposition that would have required adjustment pursuant to this
provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment or Disposition
had occurred at the beginning of the applicable Test Period;


 


provided
that notwithstanding the foregoing, when calculating the Consolidated Total Leverage Ratio for purposes of (i) determining the Applicable
Margin and (ii) determining the Applicable Commitment Fee Rate and when calculating the Consolidated Total Leverage Ratio or Fixed
Charge Coverage Ratio for purposes of determining actual compliance (and not pro forma compliance or compliance on a pro forma
basis) with the covenants pursuant to Section 7.1, any pro forma event of the type set forth in clauses (a) or (b) of
this Section 1.3 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.


 


1.4           Exchange
Rates; Currency Equivalents. The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating
Dollar Equivalent amounts of the face amount of Revolving Loans and/or Letters of Credit denominated in Permitted Foreign Currencies and
of L/C Disbursements in respect of such Letters of Credit. Such Spot Rates shall become effective as of such Revaluation Date and shall
be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. The Administrative
Agent shall notify the applicable Issuing Lender and the Borrower on each Revaluation Date of the Spot Rates determined by it and the
related Dollar Equivalent of Revolving Loans and L/C Obligations then outstanding. Solely for purposes of Sections 2 and 3 and related
definitional provisions to the extent used in such Sections, 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 Administrative Agent and notified to the Borrower and
the applicable Issuing Lender in accordance with this Section 1.4. If any basket is exceeded solely as a result of fluctuations in
applicable currency exchange rates after the last time such basket was utilized, such basket will not be deemed to have been exceeded
solely as a result of such fluctuations in currency exchange rates.


 






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For purposes of determining the Consolidated First Lien Leverage Ratio,
the Consolidated Total Leverage Ratio and the Fixed Charge Coverage Ratio, amounts denominated in a currency other than Dollars will be
converted to Dollars for the purposes of (A) testing the financial covenants under Section 7.1, at the Spot Rate as of the last
day of the fiscal quarter for which such measurement is being made, and (B) calculating any Consolidated Total Leverage Ratio, the
Consolidated First Lien Leverage Ratio and the Fixed Charge Coverage Ratio (other than for the purposes of determining compliance with
Section 7.1), at the Spot Rate as of the date of calculation, and will, in the case of Indebtedness, reflect the currency translation
effects, determined in accordance with GAAP, of Hedge Agreements permitted hereunder for currency exchange risks with respect to the applicable
currency in effect on the date of determination of the Dollar Equivalent of such Indebtedness.




 


1.5            Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar
Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to
any Letter of Credit that, by its terms or the terms of the Application or any other document, agreement or instrument entered into by
the applicable Issuing Lender and the Borrower with respect thereto, provides for one or more automatic increases in the stated amount
thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect
to all such increases, whether or not such maximum stated amount is in effect at such time.


 


1.6            Covenants.
For purposes of determining compliance with Section 7, in the event that an item or event meets the criteria of more than one of
the categories described in a particular covenant contained in Section 7, the Borrower may, in its sole discretion, classify and
reclassify or later divide, classify or reclassify such item or event (or any portion thereof) and may include the amount and type of
such item or event in one or more of the relevant clauses or subclauses, in each case, within such covenant. Furthermore, (A) for
purposes of Section 7.2, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based
on the applicable Spot Rate, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of
revolving Indebtedness), on the date that such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect of
revolving Indebtedness); provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency
other than Dollars (or in a different currency from the Indebtedness being refinanced), and such refinancing would cause the applicable
Dollar-denominated restriction to be exceeded if calculated at the applicable Spot Rate on 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
(i) the outstanding or committed principal amount, as applicable, of such Indebtedness being refinanced plus (ii) the
aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing
and (B) for purposes of Sections 7.3, 7.5, 7.6 and 7.7, the amount of any Liens, Dispositions, Restricted Payments and Investments,
as applicable, denominated in any currency other than Dollars shall be calculated based on the applicable Spot Rate.


 


1.7            Interest
Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability
with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate”,
or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation,
any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.


 






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SECTION 2.         AMOUNT
AND TERMS OF COMMITMENTS


 


2.1            Revolving
Commitments.


 


(a)            Subject
to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars or in any Permitted
Foreign Currency (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an
aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the L/C Obligations
then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, the
Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans, or, solely in the case of Revolving
Loans denominated in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections
2.2 and 2.9.


 


(b)            The
Borrower shall repay all outstanding Revolving Loans of a Revolving Lender on the Revolving Termination Date.


 


2.2          Procedure
for Revolving Loan Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any
Business Day; provided that the Borrower shall give the Administrative Agent irrevocable written notice (which notice must be
received by the Administrative Agent (i) in the case of Eurocurrency Loans denominated in Dollars, prior to 12:00 Noon, New York
City time, three Business Days prior to the requested Borrowing Date, (ii) in the case of Eurocurrency Loans denominated in a Permitted
Foreign Currency, prior to 12:00 Noon, New York City time, four Business Days prior to the requested Borrowing Date or (iii) in
the case of ABR Loans, prior to 12:00 Noon, New York City time, on the proposed Borrowing Date), specifying (w) the amount and Type
of Revolving Loans to be borrowed (which, in the case of any Revolving Loans denominated in a Permitted Foreign Currency, shall be Eurocurrency
Loans ), (x) the requested Borrowing Date, (y) the currency in which such Revolving Loan is to be borrowed and (z) in
the case of Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period
therefor; provided, further, that if the Borrower wishes to request Eurocurrency Loans having an Interest Period other
than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must
be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such borrowing,
conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and
determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the
requested date of such borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be
by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each borrowing by the Borrower under
the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000
in excess thereof (or, if the then aggregate applicable Available Revolving Commitments are less than $1,000,000, such lesser amount)
and (y) in the case of Eurocurrency Loans, the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof.
Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each
Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account
of the Borrower at the Funding Office prior to 11:00 A.M. (or, in the case of ABR Loans being made pursuant to a notice delivered
on the proposed Borrowing Date, 3:00 P.M.), New York City time, on the Borrowing Date requested by the Borrower in funds immediately
available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting
the account designated in writing by the Borrower to the Administrative Agent with the aggregate of the amounts made available to the
Administrative Agent by such Revolving Lenders and in


 






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like funds as received by the Administrative Agent. If no election as to the Type
of a Revolving Loan is specified, other than with respect to Revolving Loans denominated in a Permitted Foreign Currency, then the requested
Loan shall be an ABR Loan. If no Interest Period is specified with respect to any requested Eurocurrency Loan, the Borrower shall be
deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any requested Revolving
Loan, the Borrower shall be deemed to have selected Dollars.




 


2.3            Defaulting
Lenders.


 


(a)            Defaulting
Lender Cure. If the Borrower, the Administrative Agent and each Issuing Lender agree in writing that a Lender is no longer a Defaulting
Lender, the Administrative 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 Administrative Agent
may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the
Lenders in accordance with the Commitments under the applicable Facility (without giving effect to Section 3.4(d)), whereupon such
Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued
or payments made by or on behalf of the Borrower while 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.


 


(b)            Defaulting
Lender Waterfall. Any payment of principal, interest or other amounts (other than the payment of (i) commitment fees under Section 2.5,
(ii) default interest under Section 2.11(c) and (iii) Letter of Credit fees under Section 3.3, which in each
case shall be applied pursuant to the provisions of those Sections) received by the Administrative Agent for the account of any Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise) shall be applied by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent pursuant to
Section 9.7; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender (without duplication
of the application of any cash collateral provided by the Borrower pursuant to Section 3.4(d)) to any Issuing Lender hereunder;
third, to be held as security for any L/C Shortfall (without duplication of any cash collateral provided by the Borrower pursuant
to Section 3.4(d)) in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative
Agent; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such
Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, if so determined by the Administrative
Agent and the Borrower, to be held in a deposit account and released in order to satisfy such Defaulting Lender’s potential future
funding obligations with respect to Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the
Issuing Lenders as a result of any final non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the Issuing
Lenders 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 exists, to the payment of any amounts owing to the Borrower as a result of any final non-appealable
judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed
by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans
or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were
made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.2 were satisfied or waived,
such payment shall be applied solely to pay the Loans of,


 






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and L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans
and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments under the
applicable Facility without giving effect to Section 3.4(d). 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 be held as security in a cash collateral account pursuant
to this Section 2.3(b) shall be deemed paid to and redirected by such Defaulting Lender and shall satisfy the Borrower’s
payment obligation in respect thereof in full, and each Lender irrevocably consents hereto.




 


2.4            Repayment
of Loans.


 


(a)            The
Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Lender the then
unpaid principal amount of each Revolving Loan of such Revolving Lender made to the Borrower outstanding on the Revolving Termination
Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8.1). The Borrower hereby further agrees
to pay interest on the unpaid principal amount of the Loans made to the Borrower from time to time outstanding from the date made until
payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.11.


 


(b)            Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender
from time to time under this Agreement.


 


(c)            The
Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(b)(iv), and a subaccount therein
for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type
of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal, interest and fees, as applicable, due
and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.


 


(d)            The
entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.4(c) shall, to the extent permitted
by applicable law, be presumptively correct absent demonstrable error of the existence and amounts of the obligations of the Borrower
therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain the Register
or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest)
the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.


 


2.5            Commitment
Fees, etc.


 


(a)            The
Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, in Dollars, for the period
from and including the Closing Date to the last day of the Revolving Commitment Period (or, if earlier, the termination of all Revolving
Commitments), computed at the Applicable Commitment Fee Rate on the actual daily amount of the Available Revolving Commitment of such
Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (A) any
commitment fee accrued with respect to any of the Revolving Commitments of a Defaulting Lender during the period prior to the time such
Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so


 






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long as such Lender shall be a Defaulting
Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and
(B) no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a
Defaulting Lender.




 


(b)            The
Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the
Administrative Agent.


 


2.6            Termination
or Reduction of Commitments.


 


(a)            The
Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Revolving
Commitments of any Tranche or, from time to time, to reduce the amount of the Revolving Commitments of any Tranche; provided that
no such termination or reduction of Revolving Commitments of any Tranche shall be permitted if, after giving effect thereto and to any
prepayments of the Revolving Loans made on the effective date thereof, the total Revolving Extensions of Credit of such Tranche would
exceed the total Revolving Commitments of such Tranche. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole
multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Commitments of the applicable Tranche then in effect.
Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination under this Section 2.6
if the notice of such termination stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the
receipt of a replacement of all, or a portion, of the Revolving Commitments outstanding at such time, in which case such notice may be
revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.


 


(b)            Upon
the incurrence by Holdings or any of its Restricted Subsidiaries of any Permitted Refinancing Obligations in respect of Revolving Commitments
or Revolving Loans, the Revolving Commitments designated by the Borrower to be terminated in connection therewith shall be automatically
permanently reduced by an amount equal to 100% of the aggregate principal amount of commitments under such Permitted Refinancing Obligations
and any outstanding Revolving Loans in respect of such terminated Revolving Commitments shall be repaid in full.


 


2.7            Optional
Prepayments.


 


(a)            The
Borrower may at any time and from time to time prepay any Tranche of Revolving Loans in whole or in part, without premium or penalty,
upon irrevocable written notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, (i) three Business
Days prior thereto, in the case of Eurocurrency Loans and (ii) on the date of prepayment, in the case of ABR Loans, which notice
shall specify (x) the date and amount of prepayment, (y) whether the prepayment is of a Tranche of Revolving Loans and (z) whether
the prepayment is of Eurocurrency Loans, or ABR Loans; provided that if a Eurocurrency Loan is prepaid on any day other than the
last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.17. Upon
receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given,
the amount specified in such notice shall be due and payable on the date specified therein (provided that any such notice may
state that such notice is conditioned upon the occurrence or non-occurrence of any transaction or the receipt of proceeds to be used
for such payment, in each case specified therein (including the effectiveness of other credit facilities), in which case such notice
may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition
is not satisfied), together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount
prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple
of


 






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$100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) the Borrowing Minimum or a whole multiple of the
Borrowing Multiple in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the provisions
of Section 2.14.




 


2.8            Mandatory
Prepayments.


 


(a)            If,
on any date, the aggregate Revolving Extensions of Credit would exceed the aggregate Revolving Commitments (other than as a result of
any revaluation of the Dollar Equivalent of Revolving Loans or the L/C Obligations on any Revaluation Date in accordance with Section 1.4,
in which case, if the aggregate Revolving Extensions of Credit would exceed 105% of the aggregate Revolving Commitments), the Borrower
shall promptly prepay Revolving Loans in an aggregate principal amount equal to such excess and/or pay to the Administrative Agent an
amount of cash and/or Cash Equivalents equal to the aggregate principal amount equal to such excess to be held as security for all obligations
of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control
of, the Administrative Agent.


 


(b)            If
this Agreement has not been amended on or prior to December 31, 2021 to provide for the interest rate for Revolving Loans denominated
in Pounds Sterling to be based on the Sterling Overnight Index Average Reference Rate in a manner acceptable to the Administrative Agent,
any Revolving Loans denominated in Pounds Sterling must be repaid on December 31, 2021.


 


2.9            Conversion
and Continuation Options.


 


(a)            The
Borrower may elect from time to time to convert Eurocurrency Loans (other than Eurocurrency Loans denominated in a Permitted Foreign
Currency) made to the Borrower to ABR Loans by giving the Administrative Agent prior irrevocable written notice of such election no later
than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date; provided that if any Eurocurrency
Loan is so converted on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts
owing pursuant to Section 2.17. The Borrower may elect from time to time to convert ABR Loans made to the Borrower to Eurocurrency
Loans by giving the Administrative Agent prior irrevocable written notice of such election no later than 12:00 Noon, New York City time,
on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period
therefor); provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default
has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined
in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly
notify each relevant Lender thereof.


 


(b)            Any
Eurocurrency Loan may be continued as such by the Borrower giving irrevocable written notice to the Administrative Agent, in accordance
with the applicable provisions of the term “Interest Period” set forth in Section 1.1, and no later than 12:00 Noon,
New York City time, on the third Business Day preceding the proposed continuation date, of the length of the next Interest Period to
be applicable to such Loans; provided that if any Eurocurrency Loan is so continued on any day other than the last day of the
Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.17; provided, further,
that no Eurocurrency Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing
and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion
not to permit such continuations; and provided, further, that (i) if the Borrower shall fail to give any required
notice as described above in this paragraph such Eurocurrency Loans shall be automatically continued as Eurocurrency Loans having an
Interest Period of one month’s duration on the last day of such then-expiring Interest Period and (ii) if such continuation
is not permitted pursuant to the preceding


 






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proviso, such Eurocurrency Loans shall be automatically converted to ABR Loans on the last
day of such then expiring Interest Period; provided, further, that if the Borrower wishes to request Eurocurrency Loans
having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,”
the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested
date of such borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders
of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business
Days before the requested date of such borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which
notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender thereof.




 


2.10          Minimum
Amounts and Maximum Number of Eurocurrency Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings,
conversions, continuations and optional prepayments of Eurocurrency Loans and all selections of Interest Periods shall be in such amounts
and be made pursuant to such elections so that (a) after giving effect thereto, the aggregate principal amount of the Eurocurrency
Loans comprising each Eurocurrency Tranche shall be equal to the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess
thereof and (b) no more than twelve Eurocurrency Tranches shall be outstanding at any one time.


 


2.11          Interest
Rates and Payment Dates.


 


(a)            Each
Eurocurrency Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to (A) the
greater of (x) the Eurocurrency Rate determined for such day and (y) 0.00% plus (B) the Applicable Margin.


 


(b)            Each
ABR Loan shall bear interest at a rate per annum equal to (A) the greater of (x) the ABR and (y) 1.00% plus (B) the
Applicable Margin.


 


(c)            (i) If
all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to (x) in the case of the Loans,
the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.11 plus 2% or
(y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving Facility plus 2%, and
(ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any
such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under the Revolving Facility plus
2%), in each case, with respect to clauses (i) and (ii) above, from the date of such nonpayment until such amount is paid
in full (after as well as before judgment); provided that no amount shall be payable pursuant to this Section 2.11(c) to
a Defaulting Lender so long as such Lender shall be a Defaulting Lender; provided, further that no amounts shall accrue
pursuant to this Section 2.11(c) on any overdue Loan, Reimbursement Obligation, commitment fee or other amount payable to a
Defaulting Lender so long as such Lender shall be a Defaulting Lender.


 


(d)            Interest
shall be payable by the Borrower in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph
(c) of this Section 2.11 shall be payable from time to time on demand.


 






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2.12          Computation
of Interest and Fees.


 


(a)            Interest
and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that interest
on ABR Loans (except for ABR computations in respect of clauses (b) and (c) of the definition thereof) shall be calculated
on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed or, in the case of interest in respect of Loans
denominated in Permitted Foreign Currencies as to which market practice differs from the foregoing, in accordance with such market practice.
The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurocurrency
Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.


 


(b)            Each
determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be presumptively correct
in the absence of demonstrable error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.11(a) and Section 2.11(b).


 


2.13          Inability
to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Loan:


 


(a)          the
Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable error) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for
such Interest Period, or


 


(b)          the
Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by
reason of any changes arising after the Closing Date, the Eurocurrency Rate determined or to be determined for such Interest Period
will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their
affected Loans during such Interest Period, the Administrative Agent shall give telecopy notice thereof to the Borrower and the
relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant
Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the
relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued
as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the
then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent
(which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no
further Eurocurrency Loans, under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to
convert Loans under the relevant Facility to Eurocurrency Loans.


 


2.14          Pro
Rata Treatment and Payments.


 


(a)            Except
as expressly otherwise provided herein (including as expressly provided in Sections 2.3, 2.5, 2.6(b), 2.11(c), 2.15, 2.16, 2.17, 2.18,
2.20, 2.22, 10.5, 10.6 and 10.7), each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account
of any


 






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commitment fee and any reduction of the Revolving Commitments shall be made pro rata according to the Revolving Percentages
of the relevant Lenders other than reductions of Revolving Commitments pursuant to Section 2.20 and payments in respect of any differences
in the Applicable Commitment Fee Rate of Extending Lenders pursuant to an Extension Amendment.




 


(b)            Except
as expressly otherwise provided herein (including as expressly provided in Sections 2.3, 2.6(b), 2.11(c), 2.15, 2.16, 2.17, 2.18, 2.20,
2.22, 10.5, 10.6 and 10.7), each payment (including prepayments) to be made by the Borrower on account of principal of and interest on
the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then
held by the Revolving Lenders other than payments in respect of any differences in the Applicable Margin of Extending Lenders pursuant
to an Extension Amendment. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the
Issuing Lender that issued such Letter of Credit.


 


(c)            All
payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise,
shall be made without setoff, deduction or counterclaim and shall be made prior to 3:00 P.M., New York City time, on the due date thereof
to the Administrative Agent, for the account of the relevant Lenders, at the Funding Office, in immediately available funds. Any payment
received by the Administrative Agent after 3:00 P.M., New York City time may be considered received on the next Business Day in the Administrative
Agent’s sole discretion. The Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt
in like funds as received. If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurocurrency Loan
becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day
unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during such extension.


 


(d)            Unless
the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount
that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such
Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption,
make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required
time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand, such amount with interest thereon,
at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate reasonably determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately
available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts
owing under this paragraph shall be presumptively correct in the absence of demonstrable error. If such Lender’s share of such
borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the
Administrative Agent shall give notice of such fact to the Borrower and the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower.
Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrower against any Defaulting Lender.


 


(e)            Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or any


 






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 Issuing Lender that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute
to the Lenders or the applicable Issuing Lenders, as the case may be, the amount due.




 


(f)            With
respect to any payment that the Administrative Agent makes for the account of the Lenders or any Issuing Lender hereunder as to which
the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies
(such payment referred to as the “Rescindable Amount”) : (1) the Borrower has not in fact made such payment;
(2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the
Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable Issuing Lenders,
as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to
such Lender or such Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


(g)            A
notice of the Administrative Agent to any Lender or Issuing Lender with respect to any amount owing under this clause (f) shall
be conclusive, absent manifest error.


 


2.15          Requirements
of Law.


 


(a)            Except
with respect to Excluded Taxes and Indemnified Taxes, if the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority first made, in each case, subsequent to the Closing Date:


 


(i)            shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits
or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by,
any office of such Lender that is not otherwise included in the determination of the Eurocurrency Rate hereunder;


 


(ii)            shall
subject any Recipient to any Taxes on its loans, letters of credit, commitments, or other obligations or its deposits, reserves, other
liability or capital attributable thereto; or


 


(iii)            shall
impose on such Lender any other condition not otherwise contemplated hereunder;


 


and the result of any of the foregoing is to
increase the cost to such Lender, by an amount which such Lender reasonably deems to be material, of making, converting into,
continuing or maintaining Eurocurrency Loans or issuing or participating in Letters of Credit (in each case hereunder), or to reduce
any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, in Dollars,
within thirty Business Days after the Borrower’s receipt of a reasonably detailed invoice therefor (showing with reasonable
detail the calculations thereof), any additional amounts necessary to compensate such Lender for such increased cost or reduced
amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.15, it shall
promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so
entitled.


 






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(b)            If
any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or
liquidity requirements or in the interpretation or application thereof or compliance by such Lender or any entity controlling such Lender
with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any Governmental
Authority first made, in each case, subsequent to the Closing Date shall have the effect of reducing the rate of return on such Lender’s
or such entity’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level
below that which such Lender or such entity could have achieved but for such adoption, change or compliance (taking into consideration
such Lender’s or such entity’s policies with respect to capital adequacy or liquidity requirements) by an amount deemed by
such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a reasonably detailed written request therefor (consistent with the detail provided by such Lender to similarly situated borrowers),
the Borrower shall pay to such Lender, in Dollars, such additional amount or amounts as will compensate such Lender or such entity for
such reduction.


 


(c)            A
certificate prepared in good faith as to any additional amounts payable pursuant to this Section 2.15 submitted by any Lender to
the Borrower (with a copy to the Administrative Agent) shall be presumptively correct in the absence of demonstrable error. Notwithstanding
anything to the contrary in this Section 2.15, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.15
for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower of such Lender’s intention
to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such
180-day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 2.15
shall survive the termination of this Agreement and the payment of the Obligations. Notwithstanding the foregoing, the Borrower shall
not be obligated to make payment to any Lender with respect to penalties, interest and expenses if written demand therefor was not made
by such Lender within 180 days from the date on which such Lender makes payment for such penalties, interest and expenses.


 


(d)            Notwithstanding
anything in this Section 2.15 to the contrary, solely for purposes of this Section 2.15, (i) the Dodd Frank Wall Street
Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in
connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have been enacted, adopted or issued, as applicable,
subsequent to the Closing Date.


 


(e)            For
purposes of this Section 2.15, the term “Lender” shall include any Issuing Lender.


 


2.16          Taxes.


 


(a)            Except
as required by applicable Requirement of Law, all payments made by any Loan Party under any Loan Document to any Recipient shall be made
free and clear of, and without deduction or withholding for or on account of, any Taxes. If any Taxes are required by any applicable Requirement
of Law to be deducted or withheld from any such payments by any applicable withholding agent, then the applicable withholding agent shall
be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental
Authority in accordance with applicable Requirement of Law and, if such Tax is an Indemnified Tax, the amounts so payable by the applicable
Loan Party shall be increased to the extent necessary so that after deduction or withholding of such Indemnified Taxes has been made (including
Indemnified Taxes attributable to amounts payable under this Section 2.16) by the applicable withholding agent, the applicable Lender
(or, in the case of any


 



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amount received by an Agent for its own account,
such Agent) receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)            In
addition, the Borrower or any Loan Party shall timely pay to the relevant Governmental Authority in accordance with applicable Requirement
of Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(c)            As
promptly as possible after payment by any Loan Party of any Taxes to a Governmental Authority pursuant to this Section 2.16, the
Borrower shall deliver to the Administrative Agent a certified copy of an original official receipt received by the applicable Loan Party
showing payment thereof if such receipt is obtainable, or, if not, such other evidence of payment as may reasonably be required by the
Administrative Agent or any applicable Lender.


 


(d)            The
Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable pursuant to Section 2.16(a)) payable
or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable out-of-pocket expenses
arising therefrom of with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. Either (a) a copy of the receipt issued by a Governmental Authority evidencing payment of such Taxes
or (b) a certificate as to the amount of such payment or liability prepared in good faith and delivered to the Borrower by a Lender
(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error.


 


(e)            Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by
the Borrower or the Administrative Agent, shall deliver such other documentation as will enable the Borrower or the Administrative Agent
to determine whether or not such Lender is subject to backup withholding or information reporting. Each Lender agrees that if any form
or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification
or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so. Without limiting the generality
of the foregoing:


 


(i)            Each
Lender (and, in the case of a pass-through entity, each of its beneficial owners) that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) (a “Non-US Lender”) shall deliver to the Borrower and the Administrative
Agent on or prior to the date on which such Non-US Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), two accurate and complete, duly executed copies of whichever of the
following is applicable:


 


(A)          in
the case of a Non-US Lender claiming the benefits of an income tax treaty to which the United States is a party, IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to such
tax treaty,


 


(B)          IRS
Form W-8ECI,


 






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(C)          in
the case of a Non-US Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the
Code with respect to payments of “portfolio interest,” a statement substantially in the form of Exhibit E-1 (a “US
Tax Compliance Certificate”) and IRS Form W-8BEN or W-8BEN-E, as applicable, or


 


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


 


(ii)           Each
Non-US Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Non-US Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
two accurate and complete, duly executed copies of any other form prescribed by applicable Requirement of Law as a basis for claiming
exemption from or reduction in U.S. federal withholding Tax, together with such supplementary documentation as may be prescribed by applicable
Requirement of Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.


 


(iii)          Each
Lender (and, in the case of a Lender that is a pass-through entity, each of its beneficial owners) that is a United States person (as
such term is defined in Section 7701(a)(30) of the Code) (a “US Lender”) shall deliver to the Borrower and the
Administrative Agent on or before the date on which it becomes a Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrower or the Administrative Agent) two accurate and complete, duly executed copies of IRS Form W-9 certifying
that such Lender is exempt from U.S. federal backup withholding.


 


(iv)          If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to the Borrower and Administrative Agent at the time or times prescribed by Requirement
of Law and at such time or times reasonably requested by the Borrower or Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested
by the Borrower or Administrative Agent as may be necessary for the Borrower and Administrative Agent to comply with their obligations
under FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount
to deduct and withhold from such payment. Solely for purposes of this Section 2.16(e)(iv), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement.


 


(v)           Notwithstanding
any other provision of this Section 2.16(e), a Lender shall not be required to deliver any form pursuant to this Section 2.16(e) that
such Lender is not legally eligible to deliver.


 






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(vi)          Each
Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation
provided by such Lender to the Administrative Agent pursuant to this Section 2.16(e).


 


(f)             On
or prior to the date on which the Administrative Agent becomes the Administrative Agent under this Agreement (and from time to time thereafter
upon the reasonable request of the Borrower or if any form or certification it previously delivered expires or becomes obsolete or inaccurate
in any respect), the Administrative Agent will deliver to the Borrower either (i) an executed copy of IRS Form W-9, or (ii) (x) with
respect to any amounts received on its own account, an executed copy of an applicable IRS Form W-8, and (y) with respect to
any amounts received for or on account of any Lender, an executed copy of IRS Form W-8 IMY certifying that it is a U.S. branch that
has agreed to be treated as a U.S. person for U.S. federal tax purposes with respect to payments received by it from any Borrower in its
capacity as Administrative Agent, as applicable; provided, that the Administrative Agent shall not be obligated to deliver any
form or certification that it is not leaglly eligible to deliver as a result of a change in any Requirement of Law after the date hereof.
The Administrative Agent shall promptly notify the Borrowers at any time it determines that it is no longer legally eligible to provide
the certification described in the prior sentence.


 


(g)            If
any Recipient determines, in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified pursuant
to this Section 2.16 (including by the payment of additional amounts pursuant to this Section 2.16), it shall promptly pay to
the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid,
under this Section 2.16 with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund); provided that such indemnifying party, upon the request of such Recipient, agrees to repay the amount paid over to the
indemnifying party pursuant to this Section 2.16(g) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to such Recipient in the event such Recipient is required to repay such refund to such Governmental Authority. This Section 2.16(g) shall
not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes which it deems
confidential) to the Borrower or any other Person. In no event will any Recipient be required to pay any amount to an indemnifying party
pursuant to this Section 2.16(g) the payment of which would place such Recipient in a less favorable net after-Tax position
than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld
or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.


 


(h)            The
agreements in this Section 2.16 shall survive the termination of this Agreement and the payment of the Obligations.


 


(i)             For
purposes of this Section 2.16, the term “Lender” shall include any Issuing Lender.


 


2.17          Indemnity.
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense (other than lost profits,
including the loss of Applicable Margin) that such Lender actually sustains or incurs as a consequence of (a) any failure by the
Borrower in making a borrowing of, conversion into or continuation of Eurocurrency Loans after the Borrower has given notice requesting
the same in accordance with the provisions of this Agreement, (b) any failure by the Borrower in making any prepayment of or conversion
from Eurocurrency Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the
making of a prepayment, conversion or continuation of Eurocurrency Loans on a day that is not the last day of an Interest Period with
respect thereto. A reasonably detailed certificate as to (showing in reasonable detail the calculation


 



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of) any amounts payable pursuant to this Section 2.17
submitted to the Borrower by any Lender shall be presumptively correct in the absence of demonstrable error. This covenant shall survive
the termination of this Agreement and the payment of the Obligations.


 





 


2.18          Illegality.
Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application
thereof, in each case, first made after the Closing Date, shall make it unlawful for any Lender to make or maintain Eurocurrency Loans
as contemplated by this Agreement, such Lender shall promptly give notice thereof (a “Rate Determination Notice”)
to the Administrative Agent and the Borrower, and (a) the commitment of such Lender hereunder to make Eurocurrency Loans, continue
Eurocurrency Loans as such and convert ABR Loans to Eurocurrency Loans shall be suspended during the period of such illegality and (b) such
Lender’s Loans then outstanding as Eurocurrency Loans, if any, shall be converted automatically to ABR Loans on the respective
last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such
conversion of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto,
the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.17.


 


2.19          Change
of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.15, 2.16(a) or
2.18 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations
of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences
of such event; provided that such designation is made on terms that, in the good faith judgment of such Lender, cause such Lender
and its lending office(s) to suffer no material economic, legal or regulatory disadvantage; provided, further, that
nothing in this Section 2.19 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant
to Section 2.15, 2.16(a) or 2.18.


 


2.20          Replacement
of Lenders. The Borrower shall be permitted to (a) replace with a financial entity or financial entities, or (b) prepay
or terminate, without premium or penalty (but subject to Section 2.17), the Loans or Commitments, as applicable, of any Lender or
Issuing Lender (each such Lender or Issuing Lender, a “Replaced Lender”) that (i) requests reimbursement for
amounts owing or otherwise results in increased costs imposed on the Borrower or on account of which the Borrower is required to pay
additional amounts or Indemnified Taxes to any Governmental Authority or Lender pursuant to Section 2.15, 2.16 or 2.17 (to the extent
a request made by a Lender pursuant to the operation of Section 2.17 is materially greater than requests made by other Lenders)
or gives a notice of illegality pursuant to Section 2.18, (ii) is a Defaulting Lender, (iii) is, or the Borrower reasonably
believes could constitute, a Disqualified Institution, or (iv) has refused to consent to any waiver or amendment with respect to
any Loan Document that requires such Lender’s consent and has been consented to by the Required Lenders; provided that,
in the case of a replacement pursuant to clause (a) above, (A) such replacement does not conflict with any Requirement of Law,
(B) the replacement financial entity or financial entities shall purchase, at par, all Loans and other amounts owing to such Replaced
Lender on or prior to the date of replacement (or, in the case of a replacement of an Issuing Lender, comply with the provisions of Section 9.9(c) (to
the extent applicable as if such Lender was resigning as Administrative Agent)), (C) the Borrower shall be liable to such Replaced
Lender under Section 2.17 (as though Section 2.17 were applicable) if any Eurocurrency Loan owing to such Replaced Lender shall
be purchased other than on the last day of the Interest Period relating thereto, (D) the replacement financial entity or financial
entities, (x) if not already a Lender, shall be reasonably satisfactory to the Administrative Agent to the extent that an assignment
to such replacement financial institution of the rights and obligations being acquired by it would otherwise require the consent of the
Administrative Agent pursuant to Section 10.6(b)(i)(B) and (y) shall pay (unless otherwise paid by the Borrower) any processing
and recordation fee required under Section 10.6(b)(ii)(B), (E) the Administrative Agent and any replacement financial entity
or entities shall


 



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execute and deliver, and
such Replaced Lender shall thereupon be deemed to have executed and delivered, an appropriately completed Assignment and Assumption to
effect such substitution (or, in the case of a replacement of an Issuing Lender, customary assignment documentation), (F) the Borrower
shall pay all additional amounts or Indemnified Taxes (if any) required pursuant to Section 2.15 or 2.16, as the case may be, in
respect of any period prior to the date on which such replacement shall be consummated, (G) in respect of a replacement pursuant
to clause (iv) above, the replacement financial entity or financial entities shall consent to such amendment or waiver and (H) any
such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall
have against the Replaced Lender. Prepayments pursuant to clause (b) above (i) shall be accompanied by accrued and unpaid interest
on the principal amount so prepaid up to the date of such prepayment and (ii) shall not be subject to the provisions of Section 2.14.
The termination of the Revolving Commitments of any Lender pursuant to clause (b) above shall not be subject to the provisions of
Section 2.14. In connection with any such replacement under this Section 2.20, if the Replaced Lender does not execute and
deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such
replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or
such other documentation and (b) the date as of which all obligations of the Borrower owing to the Replaced Lender relating to the
Loans and participations so assigned shall be paid in full to such Replaced Lender, then such Replaced Lender shall be deemed to have
executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrower shall be entitled
(but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Replaced
Lender, and the Administrative Agent shall record such assignment in the Register.


 


2.21          Incremental
Loans.


 


(a)            The
Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new Tranches of revolving
loans (each, a “New Revolving Loan Commitment”) or increases of existing Revolving Commitments (each, a “Supplemental
Revolving Commitment Increase”; together with any New Revolving Loan Commitments the “New Loan Commitments”)
hereunder, in an aggregate amount for all such New Loan Commitments (not in excess of, at the time the respective New Loan Commitments
become effective, the Maximum Incremental Facilities Amount). Each such notice shall specify (i) the date (each, an “Increased
Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less
than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) in the case of a Supplemental
Revolving Commitment Increase, the Tranche (or Tranches) of Revolving Commitments to be so increased (and, if more than one Tranche of
Revolving Commitments will be increased, the amount of the aggregate Supplemental Revolving Commitment Increase to be allocated to each
such Tranche); provided that (x) any Lender offered or approached to provide all or a portion of any New Loan Commitments
may elect or decline, in its sole discretion, to provide such New Loan Commitments and (y) any Person that the Borrower proposes
to become a New Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative
Agent and to each Issuing Lender, in each case, to the extent its consent would be required to assign Loans to any such Eligible Assignee.


 


(b)            Such
New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) no Event of Default shall
exist on such Increased Amount Date immediately after giving effect to such New Loan Commitments and the making of any New Loans pursuant
thereto and any transaction consummated in connection therewith subject to the Limited Condition Acquisition Provision, in connection
with any acquisition or investment being made with the proceeds thereof; (ii) the proceeds of any New Loans shall be used, at the
discretion of the Borrower, for any purpose not prohibited by this Agreement; (iii) the New Loans shall be secured by the Collateral
on a pari passu and shall benefit ratably


 



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from the guarantees under the Guarantee and Collateral Agreement; (iv) in the case of any
Supplemental Revolving Commitment Increase such Supplemental Revolving Commitment Increase shall be on the same terms (other than upfront
fees and arranger fees payable in connection therewith) and pursuant to the same documentation applicable to the Revolving Facility (and,
if applicable, an Incremental Amendment); (v) in the case of New Revolving Loan Commitments, (A) the maturity date of such New
Revolving Loan Commitment shall be no earlier than the Revolving Termination Date, (B) such New Revolving Loan Commitment shall require
no scheduled amortization or mandatory commitment reduction prior to the Revolving Termination Date and (C) all other terms and documentation
with respect to such New Revolving Loan Commitment (other than pricing and fees) shall be substantially identical to the terms applicable
to the Revolving Loans in effect on the Closing Date (or, if not substantially identical, shall be no less favorable (when take as a whole)
to the lenders providing such New Revolving Loan Commitments (other than with respect to any covenants or other provisions that are applicable
only to periods after the Latest Maturity Date existing at such time of incurrence of such New Revolving Loan Commitments); (vi) such
New Loans or New Loan Commitments (other than Supplemental Revolving Commitment Increases) shall be effected pursuant to one or more Incremental
Amendments executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (vii) to the extent reasonably
requested by the Administrative Agent, the Borrower shall deliver or cause to be delivered (A) customary legal opinions and (B) certified
copies of the resolutions or other applicable corporate action of each applicable Loan Party approving its entry into such documents and
the transactions contemplated thereby. For the avoidance of doubt, the rate of interest of any New Revolving Loan Commitments and any
fees with respect thereto shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable
Incremental Amendment.


 





(c)            On
any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender
with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment.


 


(d)            For
purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Revolving Loans or Revolving Commitments, as applicable.
Each Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of
this Section 2.21.


 


(e)            Supplemental
Revolving Commitment Increases shall become commitments under this Agreement pursuant to an Incremental Amendment, executed by the Borrower
and each increasing Lender and/or New Lender, as applicable, which shall be delivered to the Administrative Agent for recording in the
Register. Upon effectiveness of the Incremental Amendment, each New Lender shall be a Lender for all intents and purposes of this Agreement
and the commitments made pursuant to such Supplemental Revolving Commitment Increase shall be Revolving Commitments.


 


2.22          Extension
of Revolving Commitments.


 


(a)            The
Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing
at the time of such request (each an “Existing Tranche,” and the Revolving Loans of such Existing Tranche, the “Existing
Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to
all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended
Tranche,” Revolving Commitments of such Extended Tranches, the “Extended Revolving Commitments” and Loans
thereunder, the “Extended Loans”) and to provide for other terms consistent with this Section 2.22; provided
that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments with a like maturity date (whether
under one or more Tranches) on


 



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a pro rata basis (based on the aggregate outstanding principal amount of the Revolving Commitments) and
(ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order
to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice
to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms
of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from
which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity
dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, and (y) (A) the
interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche
and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased
margins contemplated by the preceding clause (A); provided that, notwithstanding anything to the contrary in this Section 2.22
or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion,
more restrictive assignment and participation provisions applicable to Revolving Commitments, as applicable, set forth in Section 10.6.
No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension
Request. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing
Tranches (together with any other Extended Tranches so established on such date).


 





(b)            The
Borrower shall provide the applicable Extension Request at least 10 Business Days (or such shorter period as the Administrative Agent
may agree to) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond.
Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into
an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified
in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In
the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches
requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended
Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. In connection
with any extension of Loans pursuant to this Section 2.22 (each, an “Extension”), the Borrower shall agree to
such procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the
credit facilities hereunder after such Extension, as may be established by, or acceptable to, the Administrative Agent and the Borrower,
in each case acting reasonably to accomplish the purposes of this Section 2.22.


 


(c)            Extended
Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include
amendments to provisions related to maturity, interest margins or fees referenced in clauses (x) and (y) of Section 2.22(a),
and which, except to the extent expressly contemplated by the last sentence of this Section 2.22(c) and notwithstanding anything
to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect
to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Subject
to the requirements of this Section 2.22 and without limiting the generality or applicability of Section 10.1 to any Section 2.22
Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred
to or contemplated above (any such additional amendment, a “Section 2.22 Additional Amendment”) to this Agreement
and the other Loan Documents; provided that such Section 2.22 Additional Amendments do not become effective prior to the time
that such Section 2.22 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any
Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and


 






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other parties (if any) as may be required
in order for such Section 2.22 Additional Amendments to become effective in accordance with Section 10.1; provided, further,
that no Extension Amendment may provide for any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that
does not also secure the Existing Tranches or be guaranteed by any Person other than the Guarantors. Notwithstanding anything to the contrary
in Section 10.1, any such Extension Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents
as may be necessary or appropriate, in the reasonable judgment of the Borrower and the Administrative Agent, to effect the provisions
of this Section 2.22; provided that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any
Section 2.22 Additional Amendment.


 





(d)            Notwithstanding
anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend the related scheduled
maturity date(s) in accordance with Section 2.22(a) above (an “Extension Date”), in the case of the
Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed
reduced by an amount equal to the aggregate principal amount of the Extended Tranche so converted by such Lender on such date, and such
Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Tranches
(together with any other Extended Tranches so established on such date).


 


(e)            If,
in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the
deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”) then the
Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, replace such Non-Extending Lender by causing such Lender
to (and such Lender shall be obligated to) assign pursuant to Section 10.6 (with the assignment fee and any other costs and expenses
to be paid by the Borrower or the assignee in such instance) all of its rights and obligations under this Agreement to one or more assignees;
provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender;
provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the terms set forth in such
Extension Amendment; provided, further, that all obligations of the Borrower owing to the Non-Extending Lender relating
to the Existing Loans so assigned (including pursuant to Section 2.17 (as though Section 2.17 were applicable)) shall be paid
in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption. In connection with any such
replacement under this Section 2.22, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly
completed Assignment and Assumption by the later of (A) the date on which the replacement Lender executes and delivers such Assignment
and Assumption, and (B) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating to the Existing
Loans so assigned shall be paid in full to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed
and delivered such Assignment and Assumption as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver
such Assignment and Assumption on behalf of such Non-Extending Lender.


 


(f)             Following
any Extension Date, with the written consent of the Borrower, any Non-Extending Lender may elect to have all or a portion of its Existing
Loans deemed to be an Extended Loan under the applicable Extended Tranche on any date (each date a “Designation Date”)
prior to the maturity date of such Extended Tranche; provided that such Lender shall have provided written notice to the Borrower
and the Administrative Agent at least 10 Business Days prior to such Designation Date (or such shorter period as the Administrative Agent
may agree in its reasonable discretion); provided, further, that no greater amount shall be paid by or on behalf of the
Borrower or any of its Affiliates to any such Non-Extending Lender as consideration for its extension into such Extended Tranche than
was paid to any Extending Lender as consideration for its Extension into such Extended Tranche. Following a Designation Date, the Existing
Loans held by such Lender so elected to be extended will be deemed to be


 






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Extended Loans of the applicable Extended Tranche, and any Existing
Loans held by such Lender not elected to be extended, if any, shall continue to be “Existing Loans” of the applicable Tranche.


 





(g)            With
respect to all Extensions consummated by the Borrower pursuant to this Section 2.22, (i) such Extensions shall not constitute
optional or mandatory payments or prepayments for purposes of Sections 2.7 and 2.8 and (ii) no Extension Request is required to be
in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum
Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant
Extension Request in the Borrower’s sole discretion and which may be waived by the Borrower) of Existing Loans of any or all applicable
Tranches be extended. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.22
(including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may
be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement (including Sections
2.4, 2.7 and 2.8) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this
Section 2.22.


 


2.23          Successor
LIBOR.


 


Notwithstanding anything to the contrary in this
Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest
error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to
Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that:


 


(i)            adequate
and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the
LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or


 


(ii)           the
administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public
statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining
the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or


 


(iii)          syndicated
loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as
applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


then, reasonably promptly after such determination by the Administrative
Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement
to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated
therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities
for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR
Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business
Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time,
Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Lenders do not accept such
amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent
such market practice is not administratively feasible for the


 



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Administrative Agent, such LIBOR Successor Rate shall be applied in a manner
as otherwise reasonably determined by the Administrative Agent.


 


If
no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date
has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower
and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended,
(to the extent of the affected Eurocurrency Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer
be utilized in determining the ABR.  Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of,
conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing
that, will be deemed to have converted such request into a request for a borrowing of ABR Loans (subject to the foregoing clause (y))
in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no
event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.


 


SECTION 3.    LETTERS
OF CREDIT


 


3.1          L/C
Commitment.


 


(a)            Subject
to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a),
agrees to issue Letters of Credit under the Revolving Commitments for the account of the Borrower or any of its Restricted Subsidiaries
on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender;
provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance,
(i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments
would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or any Permitted Foreign Currency and (ii) expire
no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is three Business Days
prior to the Revolving Termination Date (unless cash collateralized or backstopped or otherwise supported, in each case in a manner agreed
to by the Borrower and the Issuing Lender); provided that any Letter of Credit with a one-year term may provide for the renewal
thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).


 


(b)            No
Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would (i) conflict with, or cause such
Issuing Lender to exceed any limits imposed by, any applicable Requirement of Law, or if such Requirement of Law would impose upon such
Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and is not otherwise reimbursable
to it by the Borrower hereunder and which such Issuing Lender in good faith deems material to it or (ii) violate one or more policies
of such Issuing Lender applicable generally to the issuance of letters of credit for the account of similarly situated borrowers.


 


3.2            Procedure
for Issuance of Letter of Credit. The Borrower may from time to time request that the relevant Issuing Lender issue a Letter of Credit
(or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices specified
to the Borrower by such Issuing Lender an Application therefor, with a copy to the Administrative Agent, completed to the reasonable
satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may
reasonably request. Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission
using the system provided by the relevant Issuing Lender, by personal delivery or by any other means acceptable to the relevant Issuing
Lender. Upon receipt of any Application, the relevant Issuing Lender will process such


 






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Application and the certificates, documents and
other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue
(or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event without the consent of the applicable
Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit earlier
than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case
may be) to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower. Such Issuing Lender shall
furnish a copy of such Letter of Credit to the Borrower promptly following the issuance (or such amendment, renewal or extension, as
the case may be) thereof. Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish
to the relevant Revolving Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter
of Credit issued by it (including the amount thereof).


 







3.3            Fees
and Other Charges.


 


(a)            The
Borrower will pay a fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable
Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility, or the Dollar Equivalent of the face amount of
such Letter of Credit, which fee shall be shared ratably among the applicable Revolving Lenders and payable quarterly in arrears on each
Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share
of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period
prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such
Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise
have been due and payable by the Borrower prior to such time; provided, further that any Defaulting Lender’s ratable
share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue
(x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit
which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with
respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to
the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder
in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, or (z) for
the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender.
In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee, in Dollars, on the Dollar Equivalent of
the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower, equal to 0.125% per annum, payable quarterly
in arrears on each Fee Payment Date after the issuance date.


 


(b)            In
addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for standard costs and expenses agreed by the
Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of
Credit requested by the Borrower.


 


3.4            L/C
Participations.


 


(a)            Each
Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters
of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender,
on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest


 






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equal to such
L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter
of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing
Lender that, if a draft is paid under any Letter of Credit issued by it for which such Issuing Lender is not reimbursed in full by the
Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay, in Dollars, to the Administrative Agent for
the account of such Issuing Lender upon demand an amount equal to such L/C Participant’s Revolving Percentage of the Dollar Equivalent
of the amount of such draft, or any part thereof, that is not so reimbursed (“L/C Disbursements”); provided
that, nothing in this paragraph shall relieve the Issuing Lender of any liability resulting from the gross negligence or willful misconduct
of the Issuing Lender. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be
affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant
may have against any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance
of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any
adverse change in the financial condition of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower,
any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar
to any of the foregoing.


 







(b)            If
any amount required to be paid by any L/C Participant to the Administrative Agent for the account of any Issuing Lender pursuant to Section 3.4(a) in
respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative
Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall
pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of (i) such amount,
times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required
to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of
which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid
by any L/C Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of the
relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall
be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate
per annum applicable to ABR Loans under the Revolving Facility. A certificate of the relevant Issuing Lender submitted to any relevant
L/C Participant with respect to any amounts owing under this Section 3.4 shall be presumptively correct in the absence of demonstrable
error.


 


(c)            Whenever,
at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with Section 3.4(a), if the Administrative Agent receives for the account of the Issuing
Lender any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral
applied thereto by the Administrative Agent), or any payment of interest on account thereof, the Administrative Agent will distribute
to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment shall
be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such
Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.


 


(d)            Notwithstanding
anything to the contrary contained in this Agreement, in the event an L/C Participant becomes a Defaulting Lender, then such Defaulting
Lender’s applicable Revolving Percentage in all outstanding Letters of Credit under the relevant Facility will automatically be
reallocated among the applicable L/C Participants that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting
Lender’s applicable Revolving Percentage (calculated without regard to the Revolving Commitments of the Defaulting Lender), but
only to the extent that such reallocation does not cause the


 






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Revolving Extensions of Credit under the relevant
Facility of any Non-Defaulting Lender to exceed the Revolving Commitments under the relevant Facility of such Non-Defaulting Lender.
If such reallocation cannot, or can only partially, be effected the Borrower shall, within five Business Days after written notice from
the Administrative Agent, pay to the Administrative Agent an amount of cash and/or Cash Equivalents equal to such Defaulting Lender’s
applicable Revolving Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the L/C Obligations
under the relevant Facility (after giving effect to any partial reallocation pursuant to the first sentence of this Section 3.4(d))
to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established
by, and under the sole dominion and control of, the Administrative Agent. So long as there is a Defaulting Lender, an Issuing Lender
shall not be required to issue any Letter of Credit where the sum of the Non-Defaulting Lenders’ applicable Revolving Percentages
of the outstanding Revolving Loans and their participations in Letters of Credit, in each case under the relevant Facility, after giving
effect to any such requested Letter of Credit would exceed (each such excess, the “L/C Shortfall”) the aggregate applicable
Revolving Commitments of the Non-Defaulting Lenders, unless the Borrower shall pay to the Administrative Agent an amount of cash and/or
Cash Equivalents equal to the amount of the L/C Shortfall, such cash and/or Cash Equivalents to be held as security for all obligations
of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control
of, the Administrative Agent.


 







(e)            If,
on any date, the L/C Obligations would exceed 105% of the L/C Commitment (including as a result of any revaluation of the Dollar Equivalent
of the L/C Obligations on any Revaluation Date in accordance with Section 1.4), the Borrower shall promptly pay to the Administrative
Agent an amount of cash and/or Cash Equivalents equal to the amount by which the L/C Obligations exceed the L/C Commitment, such cash
and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral
account to be established by, and under the sole dominion and control of, the Administrative Agent.


 


3.5            Reimbursement
Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on the Business Day following the date on which
such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit issued or continued
by such Issuing Lender at the Borrower’s request (including any Letters of Credit issued for the account of a Restricted Subsidiary)
and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any reasonable fees, charges or other costs
or expenses reasonably incurred by such Issuing Lender in connection with such payment and, without limiting the Borrower’s obligations
in respect thereof under this Section 3.5, notified in reasonable detail to the Borrower on the date of the draft so paid (the amounts
described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”).
Each such payment shall be made to such Issuing Lender at its address for notices specified to the Borrower in Dollars and in immediately
available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full
at a rate equal to (i) until the second Business Day next succeeding the date of the relevant notice (which notice shall be provided
on the date the relevant draft is paid), the rate applicable to ABR Loans under the Revolving Facility and (ii) thereafter, the
rate set forth in Section 2.11(c). In the case of any such reimbursement in Dollars with respect to a Letter of Credit denominated
in a Permitted Foreign Currency, the applicable Issuing Lender shall notify the Borrower of the Dollar Equivalent of the amount of the
draft so paid promptly following the determination thereof.


 


3.6            Obligations
Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender,
any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that such Issuing Lender
shall not be responsible for, and the Borrower’s Reimbursement Obligations under


 






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Section 3.5 shall not be affected by, among
other things, (i) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact
later prove to be invalid, fraudulent or forged; (ii) any dispute between or among the Borrower and any beneficiary of any Letter
of Credit or any other party to which such Letter of Credit may be transferred; (iii) any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee; (iv) any other events or circumstances that, pursuant to applicable
law or the applicable customs and practices promulgated by the ICC, are not within the responsibility of such Issuing Lender; (v) waiver
by such Issuing Lender of any requirement that exists for such Issuing Lender’s protection and not the protection of the Borrower
or any waiver by such Issuing Lender which does not in fact materially prejudice the Borrower; (vi) honor of a demand for payment
presented electronically even if such Letter of Credit requires that demand be in the form of a draft; (vii) any payment made by
such Issuing Lender in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date
by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the Uniform Commercial
Code, the ISP or the UCP, as applicable; (viii) any payment by such Issuing Lender under such Letter of Credit against presentation
of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such Issuing
Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit
of creditors, liquidator, receiver or other representative 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; (ix) any adverse change in the relevant exchange
rates or in the availability of the relevant Permitted Foreign Currency to the Borrower or any Subsidiary or in the relevant currency
markets generally; or (x) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including
any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary, except,
in each case, for errors, omissions, interruptions or delays resulting from the gross negligence or willful misconduct of such Issuing
Lender or its employees or agents. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors, omissions,
interruptions or delays resulting from the gross negligence or willful misconduct of such Issuing Lender or its employees or agents.
The Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified
in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such
Issuing Lender to the Borrower.







 







3.7            Role
of the Issuing Lender. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lenders
shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by
a Letter of Credit) or to ascertain or inquire as to the validity, authenticity or accuracy of any such document (provided that
the Issuing Lenders will determine whether such documents appear on their face to be in order) or the authority of the Person executing
or delivering any such document. None of the Issuing Lenders, the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the Issuing Lenders 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 or the Majority Facility Lenders or the Borrower, as applicable;
(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 related Application, or any other document,
agreement and instrument entered into by such Issuing Lender and the Borrower (or any Restricted Subsidiary) or in favor of such Issuing
Lender and relating to such Letter of Credit. The 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’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under
any


 






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other agreement. None of the Issuing Lenders, the Administrative Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the Issuing Lenders shall be liable or responsible for any of the matters described in clauses (i) through
(ix) of Section 3.6; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower
may have a claim against the relevant Issuing Lender, and such Issuing Lender may be liable to the Borrower, to the extent, but only
to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were
caused by such Issuing Lender’s willful misconduct or gross negligence or such Issuing Lender’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) and documents expressly
required by and strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing,
the Issuing Lenders may accept documents that appear on their face to be in order, without responsibility for further investigation,
and provided that a Letter of Credit is issued permitting transfer then the Issuing Lenders 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. The Issuing Lenders
may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial
Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with
a beneficiary, as agreed to with the Borrower.


 







3.8            Letter
of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing Lender shall promptly
notify the Borrower of the date and amount thereof. The responsibility of such Issuing Lender to the Borrower in connection with any
draft presented for payment under any Letter of Credit issued by such Issuing Lender shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter
of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.


 


3.9              Applications.
To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Agreement
or any other Loan Document, the provisions of this Agreement or such other Loan Document shall apply.


 


3.10            Applicability
of ISP and UCP. Unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower when a Letter of Credit is issued,
(a) the rules of the ISP shall apply to each standby Letter of Credit, and (b) the rules of the UCP shall apply to
each commercial Letter of Credit. Notwithstanding the foregoing, the Issuing Lender shall not be responsible to the Borrower for, and
the Issuing Lender’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the Issuing Lender
required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement,
including the Law or any order of a jurisdiction where the Issuing Lender or the beneficiary is located, the practice stated in the ISP
or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the
Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International
Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.


 


SECTION 4.     REPRESENTATIONS
AND WARRANTIES


 


To induce the Agents and the Lenders to enter
into this Agreement and to make the Loans and issue or participate in the Letters of Credit, each of Holdings and the Borrower hereby
represents and warrants (as to itself and each of its Restricted Subsidiaries) to the Agents and each Lender, which representations and
warranties shall be deemed made on the Closing Date (after giving effect to the


 






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Transactions) and on the date of each borrowing
of Loans or issuance, extension or renewal of a Letter of Credit hereunder that:


 







4.1            Financial
Condition. The audited consolidated balance sheets, and the related statements of income, of cash flows and of changes in equity
included in the Disclosure Documents present fairly in all material respects the financial condition of Holdings and its Subsidiaries
as at such dates and the results of their operations, their cash flows and their changes in stockholders’ equity for the respective
fiscal years then ended. All such financial statements, including the related schedules and notes thereto and year-end adjustments, have
been prepared in accordance with GAAP (except as otherwise noted therein).


 


4.2            No
Change. Since December 31, 2018, there has been no event, development or circumstance that has had or would reasonably be expected
to have a Material Adverse Effect.


 


4.3            Existence;
Compliance with Law. Except as set forth in Schedule 4.3, each of Holdings and its Restricted Subsidiaries (other than any Immaterial
Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where applicable,
the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, except in
each case (other than with respect to the Borrower) to the extent such failure to do so would not reasonably be expected to have a Material
Adverse Effect, (ii) has the corporate or other organizational power and authority, and the legal right, to own and operate its
Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, except where the
failure to do so would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation
or other entity and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease
or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure
to be so qualified or in good standing (where such concept is relevant) would not have a Material Adverse Effect and (b) is in compliance
with all Requirements of Law except to the extent that any such failure to comply therewith would not reasonably be expected to have
a Material Adverse Effect.


 


4.4            Corporate
Power; Authorization; Enforceable Obligations.


 


(a)            Each
Loan Party has the corporate or other organizational power and authority to execute and deliver, and perform its obligations under, the
Loan Documents to which it is a party and, in the case of the Borrower, to borrow or have Letters of Credit issued hereunder, except
in each case (other than with respect to the Borrower) to the extent such failure to do so would not reasonably be expected to have a
Material Adverse Effect. Each Loan Party has taken all necessary corporate or other action to authorize the execution and delivery of,
and the performance of its obligations under, the Loan Documents to which it is a party and, in the case of the Borrower, to authorize
the extensions of credit on the terms and conditions of this Agreement, except in each case (other than with respect to the Borrower)
to the extent such failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


(b)            No
consent or authorization of, filing with, or notice to, any Governmental Authority is required to be obtained or made by any Loan Party
for the extensions of credit hereunder or such Loan Party’s execution and delivery of, or performance of its obligations under,
or validity or enforceability of, this Agreement or any of the other Loan Documents to which it is party, as against or with respect
to such Loan Party, except (i) consents, authorizations, filings and notices described in Schedule 4.4, (ii) consents, authorizations,
filings and notices which have been obtained or made and are in full force and effect, (iii) consents, authorizations, filings and
notices the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect and (iv) the filings referred
to in Section 4.17.


 



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(c)            Each
Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. Assuming the due authorization
of, and execution and delivery by, the parties thereto (other than the applicable Loan Parties), this Agreement constitutes, and each
other Loan Document upon execution and delivery by each Loan Party that is a party thereto will constitute, a legal, valid and binding
obligation of each such Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms (provided
that, with respect to the creation and perfection of security interests with respect to the Capital Stock of Foreign Subsidiaries,
only to the extent enforceability thereof is governed by the Uniform Commercial Code), except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and
by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good
faith and fair dealing.


 


4.5            No
Legal Bar. Assuming the consents, authorizations, filings and notices referred to in Section 4.4(b) are obtained or made
and in full force and effect, the execution, delivery and performance of this Agreement and the other Loan Documents by the Loan Parties
thereto, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not (a) violate the
organizational or governing documents of (i) the Borrower or (ii) except as would not reasonably be expected to have a Material
Adverse Effect, any other Loan Party, (b) except as would not reasonably be expected to have a Material Adverse Effect, violate
any Requirement of Law binding on Holdings or any of its Restricted Subsidiaries, (c) except as would not reasonably be expected
to have a Material Adverse Effect, violate any Contractual Obligation of Holdings or any of its Restricted Subsidiaries or (d) except
as would not have a Material Adverse Effect, result in or require the creation or imposition of any Lien on any of their respective properties
or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens permitted by Section 7.3).


 


4.6            No
Material Litigation. Except as set forth in Schedule 4.6, no litigation, investigation or proceeding by or before any arbitrator
or Governmental Authority is pending or, to the knowledge of the Borrower, threatened against Holdings or any of its Restricted Subsidiaries
or against any of their Properties which, taken as a whole, would reasonably be expected to have a Material Adverse Effect.


 


4.7            No
Default. No Default or Event of Default has occurred and is continuing.


 


4.8            Ownership
of Property; Liens. Except as set forth in Schedule 4.8A, each of Holdings and its Restricted Subsidiaries has good title in fee
simple to, or a valid leasehold interest in, all its Real Property, and good title to, or a valid leasehold interest in, all of its other
Property (other than Intellectual Property), in each case, except where the failure to do so would not reasonably be expected to have
a Material Adverse Effect, and none of such Property is subject to any Lien except as permitted by the Loan Documents. Schedule 4.8B
lists all Real Property owned in fee simple with a Fair Market Value in excess of $2,000,000 by any Loan Party as of the Closing Date.


 


4.9            Intellectual
Property. Each of Holdings and its Restricted Subsidiaries owns, or has a valid license or right to use all Intellectual Property
necessary for the conduct of its business as currently conducted free and clear of all Liens except as permitted by the Loan Documents,
except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. To the Borrower’s knowledge,
the use of such Intellectual Property by Holdings or its Restricted Subsidiaries does not infringe on the rights of any Person in a manner
that would reasonably be expected to have a Material Adverse Effect. Holdings and its Restricted Subsidiaries take all reasonable actions
that in the exercise of their reasonable business judgment should be taken to protect their Intellectual Property, including Intellectual
Property that is confidential in nature, except where the failure to do so would not reasonably be expected to have a Material Adverse
Effect.


 






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4.10            Taxes.
Each of Holdings and its Restricted Subsidiaries (a) has filed or caused to be filed all Tax returns that are required to be filed
and (b) has paid or caused to be paid all Taxes shown to be due and payable on said returns and all other Taxes due and payable
that are imposed on it or on any of its Property by any Governmental Authority, except in each case (i) any Taxes the validity of
which are currently being contested in good faith by appropriate proceedings and with respect to which any reserves required in conformity
with GAAP have been provided on the books of Holdings or such Restricted Subsidiary, as the case may be, or (ii) where the failure
to file such Tax returns or pay such Taxes would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect.


 


4.11            Federal
Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for any purpose that
violates the provisions of the regulations of the Board.


 


4.12            ERISA.


 


(a)            Except
as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable
Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of
ERISA), whether or not waived, has occurred during the five year period prior to the date on which this representation is made with respect
to any Single Employer Plan, and each Single Employer Plan has complied with the applicable provisions of ERISA and the Code; (ii) no
termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen on the assets of Holdings or
any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the aggregate value of the assets of such Single Employer Plan allocable to such accrued
benefits; (iii) none of Holdings or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer
Plan that has resulted or would reasonably be expected to result in liability under Title IV of ERISA; (iv) none of Holdings or
any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to
withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation
is made; and (v) no Multiemployer Plan is Insolvent.


 


(b)            Holdings
and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability or Lien under ERISA or the Code
with respect to any “plan” within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA that is maintained or contributed to by a Commonly Controlled Entity (other
than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) as a result of being treated as a single
employer within the meaning of Section 414 of the Code with such Commonly Controlled Entity that would reasonably be likely to have
a Material Adverse Effect.


 


(c)            The
Borrower represents and warrants as of the Closing Date that the Borrower is not a Benefit Plan.


 


4.13            Investment
Company Act. No Loan Party is an “investment company,” or a company “controlled” by an “investment
company,” within the meaning of the Investment Company Act of 1940, as amended.


 


4.14            Subsidiaries.
The Subsidiaries listed on Schedule 4.14 constitute all the Subsidiaries of Holdings at the Closing Date (after giving effect to the
Transactions). Schedule 4.14 sets forth as of the Closing Date the name and jurisdiction of incorporation of each Subsidiary and, as
to each Subsidiary, the


 






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percentage of each class of Capital Stock owned by any Loan Party and the designation of such Subsidiary as a
Restricted Subsidiary or an Unrestricted Subsidiary.


 







4.15            Environmental
Matters. Other than exceptions to any of the following that would not reasonably be expected to have a Material Adverse Effect, none
of Holdings or any of its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any Environmental Law for the operation of the Business; or (ii) has
become subject to, or has received notice of any claim, proceeding or action that would be reasonably expected to cause Holdings or any
of its Restricted Subsidiaries to incur or be subject to, any Environmental Liability.


 


4.16            Accuracy
of Information, etc. As of the Closing Date, no statement or information (excluding the projections and pro forma financial
information referred to below) contained in this Agreement, any other Loan Document, the Disclosure Documents or any certificate furnished
to the Administrative Agent or the Lenders or any of them (in their capacities as such), by or on behalf of any Loan Party for use in
connection with the transactions contemplated by this Agreement or the other Loan Documents, including the Transactions, when taken as
a whole, contained as of the date such statement, information or certificate was so furnished, any untrue statement of a material fact
or omitted to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances
under which they were made, not materially misleading. As of the Closing Date, the projections and pro forma financial information
contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of Holdings to
be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders
that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period
or periods covered by such financial information may differ from the projected results set forth therein by a material amount.


 


4.17            Security
Documents.


 


(a)            The
Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a
legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created
under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a),
Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in
the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities
described in the Guarantee and Collateral Agreement (other than Excluded Collateral) when any stock certificates or notes, as applicable,
representing such Pledged Securities are delivered to the Collateral Agent together with any proper endorsements executed in blank and
such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable
Law of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable
Law of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and (ii) the
Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral), when financing statements in appropriate
form are filed in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such
other offices as may be appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered
to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made (or,
in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), the Collateral Agent
shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such
Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected


 






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through the filing of financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence
on the Closing Date, such other offices as may be appropriate) and the filings specified on Schedule 3 to the Guarantee and Collateral
Agreement (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), and through
the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations, in each case prior
in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by
Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement.


 


(b)           Upon
the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective
to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged
Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when such Mortgage
is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest
in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, as security for the Obligations
(as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Liens permitted by Section 7.3
or other encumbrances or rights permitted by the relevant Mortgage).


 


4.18         Solvency.
As of the Closing Date, Holdings and its Subsidiaries are (on a consolidated basis), and immediately after giving effect to the Transactions
will be, Solvent.


 


4.19         Anti-Terrorism.
(a) Holdings and its Restricted Subsidiaries are in compliance with the USA Patriot Act and (b) none of Holdings and its Restricted
Subsidiaries is a person on the list of “Specially Designated Nationals and Blocked Persons” or subject to the limitations
and prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order,
in each case, except as would not reasonably be expected to have a Material Adverse Effect.


 


4.20         Use
of Proceeds. The Borrower will use the proceeds of the Loans solely in compliance with Section 6.9 of this Agreement.


 


4.21         Labor
Matters. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there
are no strikes or other labor disputes against Holdings or its Restricted Subsidiaries pending or, to the knowledge of Holdings and the
Borrower, threatened, (b) hours worked by and payment made to employees of Holdings or its Restricted Subsidiaries have not been
in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters and (c) all payments
due from Holdings or any of its Restricted Subsidiaries on account of employee health and welfare insurance have been paid or accrued
as a liability on the books of Holdings or such Restricted Subsidiary, as applicable.


 


4.22         Senior
Indebtedness. The Obligations constitute senior Indebtedness.


 


4.23         OFAC.
No Loan Party, nor, to the knowledge of any Loan Party, any Related Party, (i) is currently the subject of any Sanctions, (ii) is
located, organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five years) engaged
in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated
Jurisdiction. No Loan or Letter of Credit, nor the proceeds from any Loan or Letter of Credit, has been or will be used, directly or
indirectly, to lend, contribute, provide or has otherwise been or will 


 






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be made available to fund any activity or business in any Designated
Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who,
at the time of such funding, is or was the subject of any Sanctions, or in any other manner that will result in any violation by any
Person (including any Lender, Lead Arranger, Administrative Agent or Issuing Lender) of Sanctions.


 


4.24         FCPA.
Holdings, the Borrower and each of its Subsidiaries is in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended,
except as would not reasonably be expected to have a Material Adverse Effect. No part of the proceeds of the Loans or Letters of Credit
has been or will be used by Holdings or its Subsidiaries, directly or indirectly, for any payments to any Person, governmental official
or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity,
in order to obtain, retain or direct business or obtain any improper advantage, in violation of the U.S. Foreign Corrupt Practices Act
of 1977, as amended, in each case, except as would not reasonably be expected to have a Material Adverse Effect.


 


4.25         Beneficial
Ownership. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and
correct in all respects.


 


SECTION 5.    
       CONDITIONS PRECEDENT


 


5.1           Conditions
to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction (or waiver), prior to or concurrently with the
making of such extension of credit on the Closing Date, of the following conditions precedent:


 


(a)            Credit
Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, executed and
delivered by Holdings and the Borrower and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the
Borrower and each Subsidiary Guarantor;


 


(b)            Representations
and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true
and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality
or Material Adverse Effect), in each case on and as of the Closing Date except to the extent that such representations and warranties
relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (and
in all respects if any such representation or warranty is already qualified by materiality or Material Adverse Effect) as of such earlier
date;


 


(c)            Borrowing
Notice. The Administrative Agent shall have received a notice of borrowing from the Borrower with respect to any Revolving Loans
to be made on the Closing Date, if applicable;


 


(d)            Fees.
The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to
the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket
expenses (including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel to the Administrative
Agent) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document;


 


(e)            Legal
Opinions. The Administrative Agent shall have received an executed legal opinion of (i) Latham & Watkins LLP, special
New York counsel to the Loan Parties, and (ii) 


 






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Brownstein Hyatt Farber Schreck LLP, local Nevada counsel to the Loan Parties, in
each case in form and substance reasonably satisfactory to the Administrative Agent;


 


(f)             Closing
Certificate. The Administrative Agent shall have received a certificate of (i) the Borrower and each of the other Loan Parties,
dated as of the Closing Date, each substantially in the form of Exhibit C, with appropriate insertions and attachments and (ii) of
the Borrower certifying satisfaction of the conditions set forth in clause (b) above and clauses (l) and (p) below;


 


(g)            USA
Patriot Act; Beneficial Ownership Regulation. The Lenders shall have received from the Borrower and each of the Loan Parties (a) at
least 3 Business Days prior to the Closing Date, documentation and other information requested by any Lender no less than 10 calendar
days prior to the Closing Date that is required by regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including the USA Patriot Act and (b) if the Borrower qualifies as a “legal entity
customer” under the Beneficial Ownership Regulation, the Administrative Agent and each Lender that requests a Beneficial Ownership
Certification will have received, at least three (3) Business Days prior to the Closing Date, a Beneficial Ownership Certification
in relation to the Borrower, to the extent that the Agents have reasonably requested in writing delivered to the Loan Parties at least
10 Business Days prior to the Closing Date;


 


(h)            Filings.
Each Uniform Commercial Code financing statement and each intellectual property security agreement required by the Security Documents
to be filed in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected Lien
on the Collateral described therein shall have been delivered to the Collateral Agent in proper form for filing;


 


(i)             Pledged
Stock; Stock Powers. The Collateral Agent shall have received the certificates, if any, representing the shares of Capital Stock
held by a Loan Party pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate
executed in blank by a duly authorized officer of the pledgor thereof;


 


(j)             Solvency
Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf
of Holdings, substantially in the form of Exhibit F, after giving effect to the Transactions;


 


(k)            Social
Gaming IPO. The Social Gaming IPO shall have been consummated in accordance with the Disclosure Documents;


 


(l)             Material
Adverse Effect. Since December 31, 2018, there shall not have occurred any change, effect, development or circumstance that,
individually or in the aggregate, constitutes or is reasonably likely to constitute a Material Adverse Effect;


 


(m)           Financial
Statements. The Administrative Agent shall have received the financial statements contained in the Registration Statement.


 


(n)            Perfection
Certificate. The Collateral Agent shall have received the Perfection Certificate, executed and delivered by Holdings, the Borrower
and each Subsidiary Guarantor.


 


(o)            Lien
Searches. The Collateral Agent shall have received the results of a recent lien search in each of the jurisdictions in which Uniform
Commercial Code financing statements 


 






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will be made to evidence or perfect security interests required to be evidenced or perfected, and
such search shall reveal no liens on any of the assets of the Loan Parties, except for Liens permitted by Section 7.3 or liens to
be discharged on or prior to the Closing Date;


 


(p)            No
Default. No Default or Event of Default shall have occurred and be continuing as of the Closing Date; and


 


(q)            Shared
Agreements. The Administrative Agent shall have received the IP License Agreement and the Intercompany Services Agreement, in each
case, executed by the parties thereto.


 


5.2           Conditions
to Each Revolving Loan Extension of Credit . The agreement of each Lender to make any Loan or to issue or participate in any Letter
of Credit hereunder on any date on or after the Closing Date is subject to the satisfaction of the following conditions precedent:


 


(a)            Representations
and Warranties. Subject, in the case of any borrowings in connection with a Limited Condition Acquisition, to the limitations in
Section 1.2, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true
and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality
or Material Adverse Effect), in each case on and as of such date as if made on and as of such date except to the extent that such representations
and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material
respects (and in all respects if any such representation or warranty is already qualified by materiality or Material Adverse Effect)
as of such earlier date.


 


(b)            No
Default. Subject, in the case of any borrowings in connection with a Limited Condition Acquisition, to the limitations in Section 1.2,
no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit
requested to be made on such date.


 


(c)            Borrowing
Notice. In the case of a borrowing of any Loans, the Administrative Agent shall have received a notice of borrowing from the Borrower
in accordance with Section 2.2.


 


Each borrowing of a Loan by and issuance, extension
or renewal of a Letter of Credit on behalf of the Borrower hereunder after the Closing Date shall constitute a representation and warranty
by the Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied.


 


SECTION 6.           AFFIRMATIVE
COVENANTS


 


Each of Holdings and the Borrower (on behalf of
itself and each of the Restricted Subsidiaries) hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit
remains outstanding (that has not been cash collateralized or backstopped or otherwise supported, in each case on terms agreed to by
the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than
(i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements or
Cash Management Obligations), Holdings and the Borrower shall, and shall cause (except in the case of the covenants set forth in Section 6.1,
Section 6.2 and Section 6.7) each of the Restricted Subsidiaries to:


 






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6.1           Financial
Statements. Furnish to the Administrative Agent for delivery to each Lender (which may be delivered via posting on IntraLinks or
another similar electronic platform):


 


(a)            within
90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2019, (i) a copy
of the audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such year and the related audited
consolidated statements of income and of cash flows for such year, setting forth, commencing with the financial statements with respect
to the fiscal year ending December 31, 2019, in comparative form the figures as of the end of and for the previous year, reported
on without qualification, exception or explanatory paragraph as to “going concern” or arising out of the scope of the audit
(other than any such exception or explanatory paragraph (but not qualification) that is expressly solely with respect to, or expressly
resulting solely from, (x) an upcoming maturity date of any Indebtedness or (y) a potential inability to comply with a financial
maintenance covenant (including the covenants set forth in Section 7.1), by Deloitte & Touche LLP or another audit firm
that has been registered with the PCAOB and that is inspected on an annual basis by the PCAOB and (ii) a management’s discussion
and analysis of the important operational and financial developments during such fiscal year; and


 


(b)            within
45 days after the end of each of the first three quarterly periods of each fiscal year of Holdings, commencing with the fiscal quarter
ending March 31, 2019, (i) the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the
end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of
the fiscal year through the end of such quarter, setting forth, commencing with the financial statements with respect to the fiscal quarter
ending June 30, 2019, in comparative form the figures as of the end of and for the corresponding period in the previous year, certified
by a Responsible Officer as fairly presenting in all material respects the financial condition of Holdings and its consolidated Subsidiaries
in conformity with GAAP (subject to normal year-end audit adjustments and the lack of complete footnotes) and (ii) a management’s
discussion and analysis of the important operational and financial developments during such fiscal quarter;


 


all
such financial statements to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods
reflected therein and with prior periods (except as disclosed therein and except in the case of the financial statements referred to
in clause (b), for customary year-end adjustments and the absence of complete footnotes). Any financial statements or other deliverables
required to be delivered pursuant to this Section 6.1 and any financial statements or reports required to be delivered pursuant
to clause (d) of Section 6.2 shall be deemed to have been furnished to the Administrative Agent on the date that (i) such
financial statements or deliverable (as applicable) is posted on the SEC’s website at www.sec.gov (including, for the avoidance
of doubt, any filing on Form 10-K or Form 10-Q) or the website for Holdings and (ii) the Administrative Agent has been
provided written notice of such posting; provided that, (i) to the extent such information relates to a parent of Holdings,
such information is accompanied by consolidating information that explains in reasonable detail the differences between the information
relating to Holdings (or such parent), on the one hand, and the information relating to Holdings and the Subsidiaries on a stand-alone
basis, on the other hand. In addition, to the extent that there are any Unrestricted Subsidiaries, Holdings shall deliver, with the financial
statements required by clauses (a) and (b) above, a schedule eliminating such Unrestricted Subsidiaries and reconciling such
information to the financial statements required to be delivered in reasonable detail.


 


Documents required to be delivered pursuant to
this Section 6.1 may also be delivered by posting such documents electronically with written notice of such posting to the Administrative
Agent and if so


 






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 posted, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s
behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether
a commercial, third-party website or whether sponsored by the Administrative Agent).


 


6.2            Certificates;
Other Information. Furnish to the Administrative Agent for delivery to each Lender, or, in the case of clause (e), to the relevant
Lender:


 


(a)            to
the extent permitted by the internal policies of Deloitte & Touche LLP or such other audit firm that has been registered with
the PCAOB and that is inspected on an annual basis by the PCAOB, concurrently with the delivery of the financial statements referred
to in Section 6.1(a), a certificate of the independent certified public accountants in customary form reporting on such financial
statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default arising
from a breach of Section 7.1, except as specified in such certificate;


 


(b)            concurrently
with the delivery of any financial statements pursuant to Section 6.1, commencing with delivery of financial statements for the
first period ending after the Closing Date, (i) a Compliance Certificate of a Responsible Officer on behalf of the Borrower (x) stating
that such Responsible Officer has obtained no knowledge of any Default or Event of Default that has occurred and is continuing except
as specified in such certificate and (y) containing information and calculations reasonably necessary for determining, on a consolidated
basis, compliance by Holdings and its Restricted Subsidiaries with the provisions of this Agreement referred to therein, and including,
in any event, the calculation of Consolidated EBITDA and Funded Debt, as of the last day of the fiscal quarter or fiscal year of Holdings,
as the case may be, and, if applicable, for determining the Applicable Margin and (ii) to the extent not previously disclosed to
the Administrative Agent, (x) a description of any Default or Event of Default that occurred, (y) a description of any new
Subsidiary and of any change in the name or jurisdiction of organization of any Loan Party since the date of the most recent list delivered
pursuant to this clause (or, in the case of the first such list so delivered, since the Closing Date) and (z) solely in the case
of financial statements delivered pursuant to 6.1(a), a listing of any material registrations of or applications for United States Intellectual
Property by any Loan Party;


 


(c)            not
later than 90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2019, a consolidated
forecast for the following fiscal year (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end
of the following fiscal year and the related consolidated statements of projected cash flow and projected income (collectively, the “Annual
Operating Budget”));


 


(d)            promptly
after the same are sent, copies of all financial statements and material reports that Holdings sends to the holders of any class of its
debt securities or public equity securities (except for those provided solely to the Permitted Investors) and, promptly after the same
are filed, copies of all financial statements and reports that Holdings may make to, or file with, the SEC, in each case to the extent
not already provided pursuant to Section 6.1 or any other clause of this Section 6.2; and


 


(e)            promptly,
such additional financial and other information as the Administrative Agent (for its own account or upon the request from any Lender)
may from time to time reasonably request including information and documentation reasonably requested by the Administrative Agent
or any Lender for purposes of compliance with applicable “know your 


 






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customer” and anti-money-laundering rules and regulations,
including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.


 


Notwithstanding anything to the contrary in this
Section 6.2, (a) none of Holdings or any of its Restricted Subsidiaries will be required to disclose any document, information
or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect
of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited or restricted
by Requirements of Law or any binding agreement or obligation, (iii) is subject to attorney-client or similar privilege or constitutes
attorney work product or (iv) constitutes classified information and (b) unless such material is identified in writing by the
Borrower as “Public” information, the Administrative Agent shall deliver such information only to “private-side”
Lenders (i.e., Lenders that have affirmatively requested to receive information other than Public Information).


 


Documents
required to be delivered pursuant to this Section 6.2 may be delivered by posting such documents electronically with notice of such
posting to the Administrative Agent and if so posted, shall be deemed to have been delivered on the date (i) on which the Borrower
posts such documents, or provides a link thereto on Holdings’ website or (ii) on which such documents are posted on the Borrower’s
behalf on IntraLinks/IntraAgency, the SEC’s website at www.sec.gov or another relevant website, if any, to which
each Lender and the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative
Agent).


 


6.3           Payment
of Taxes. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its
Taxes, governmental assessments and governmental charges (other than Indebtedness), except (a) where the amount or validity thereof
is currently being contested in good faith by appropriate proceedings and reserves required in conformity with GAAP with respect thereto
have been provided on the books of Holdings or its Restricted Subsidiaries, as the case may be, or (b) to the extent that failure
to pay or satisfy such obligations would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.


 


6.4           Conduct
of Business and Maintenance of Existence, etc.; Compliance. (a) Preserve and keep in full force and effect its corporate
or other existence and take all reasonable action to maintain all rights, privileges and franchises necessary in the normal conduct of
its business, except, in each case, as otherwise permitted by Section 7.4 or except to the extent that failure to do so would not
reasonably be expected to have a Material Adverse Effect; and (b) comply with all Requirements of Law (including ERISA, Environmental
Laws, the USA Patriot Act and the Beneficial Ownership Regulation) except to the extent that failure to comply therewith would not reasonably
be expected to have a Material Adverse Effect.


 


6.5           Maintenance
of Property; Insurance.


 


(a)            Keep
all Property useful and necessary in its business in reasonably good working order and condition, ordinary wear and tear excepted, except
where the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


(b)            Take
all reasonable and necessary steps, including in any proceeding before the United States Patent and Trademark Office or the United States
Copyright Office, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration
of the material United States Intellectual Property owned by Holdings or its Restricted Subsidiaries, including filing of applications
for renewal, affidavits of use and affidavits of incontestability, except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect.


 






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(c)            Maintain
insurance with financially sound and reputable insurance companies on all its Property that is necessary in, and material to, the conduct
of business by Holdings and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks as
are usually insured against in the same general area by companies engaged in the same or a similar business, and use its commercially
reasonable efforts to ensure that all such material insurance policies shall, to the extent customary (but in any event, not including
business interruption insurance and personal injury insurance) name the Administrative Agent as insured party or loss payee, as applicable.


 


(d)           With
respect to any Mortgaged Properties, if any portion of any Mortgaged Property is at any time located in an area identified by the Federal
Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made
available under the Flood Insurance Laws, (i) maintain, or cause to be maintained, with a financially sound and reputable insurer,
flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to
the Flood Insurance Laws and shall otherwise be in form and substance satisfactory to the Collateral Agent, and (iii) deliver to
the Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Collateral Agent, including, without
limitation, evidence of annual renewals of such insurance.


 


6.6           Inspection
of Property; Books and Records; Discussions. (a) Keep proper books of records and accounts in a manner to allow financial statements
to be prepared in conformity with GAAP, (b) permit representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records upon reasonable notice and at such reasonable times during normal business
hours (provided that (i) such visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited
to no more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the Lender’s expense, except
in the case of the foregoing clauses (ii) and (iii) during the continuance of an Event of Default), (c) permit representatives
of any Lender to have reasonable discussions regarding the business, operations, properties and financial and other condition of Holdings
and its Restricted Subsidiaries with officers of Holdings and its Restricted Subsidiaries upon reasonable notice and at such reasonable
times during normal business hours (provided that (i) a Responsible Officer of Holdings or the Borrower shall be afforded
the opportunity to be present during such discussions, (ii) such discussions shall be coordinated by the Administrative Agent, and
(iii) such discussions shall be limited to no more than once per calendar quarter except during the continuance of an Event of Default)
and (d) permit representatives of the Administrative Agent to have reasonable discussions regarding the business, operations, properties
and financial and other condition of Holdings and its Restricted Subsidiaries with its independent certified public accountants to the
extent permitted by the internal policies of such independent certified public accountants upon reasonable notice and at such reasonable
times during normal business hours (provided that (i) a Responsible Officer of Holdings the Borrower shall be afforded the
opportunity to be present during such discussions and (ii) such discussions shall be limited to no more than once per calendar year
except during the continuance of an Event of Default). Notwithstanding anything to the contrary in this Section 6.6, none of Holdings,
the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies
or abstracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial
proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives
or contractors) is prohibited or restricted by Requirements of Law or any binding agreement or obligation, (iii) is subject to attorney-client
or similar privilege or constitutes attorney work product or (iv) constitutes classified information.


 


6.7           Notices.
Promptly upon a Responsible Officer of the Borrower obtaining knowledge thereof, give notice to the Administrative Agent of:


 


(a)            the
occurrence of any Default or Event of Default;


 






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(b)            any
litigation, investigation or proceeding which may exist at any time between Holdings or any of its Restricted Subsidiaries and any other
Person, that in either case, would reasonably be expected to have a Material Adverse Effect;


 


(c)            the
occurrence of any Reportable Event, where there is any reasonable likelihood of the imposition of liability on any Loan Party as a result
thereof that would reasonably be expected to have a Material Adverse Effect; and


 


(d)            any
other development or event that has had or would reasonably be expected to have a Material Adverse Effect.


 


Each notice pursuant to this Section 6.7
shall be accompanied by a statement of a Responsible Officer setting forth in reasonable detail the occurrence referred to therein and
stating what action the Borrower or the relevant Restricted Subsidiary proposes to take with respect thereto.


 


6.8           Additional
Collateral, etc.


 


(a)           With
respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate,
of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than (i) any interests in Real Property and any
Property described in paragraph (c) or paragraph (d) of this Section 6.8 and (ii) Instruments, Certificated Securities,
Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Collateral Agent for
the benefit of the Secured Parties does not have a perfected Lien, promptly (A) give notice of such Property to the Collateral Agent
and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as
the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest
in such Property and (B) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent, for the
benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with the priority
required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the
extent the Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing
Date), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee
and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $1,000,000 payable
under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or
Chattel Paper (or, if more than $1,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced
by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper
shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as
Collateral pursuant to this Agreement.


 


(b)           With
respect to any fee interest in any Material Real Property acquired after the Closing Date by any Loan Party, (i) give notice of
such acquisition to the Collateral Agent and, if requested by the Collateral Agent, promptly (but in no event prior to forty-five (45)
days after notice has been given of such acquisition to the Collateral Agent and in no event prior to the Borrower receiving confirmation
from the Collateral Agent that flood insurance due diligence and compliance in accordance with Section 6.5 hereof has been completed)
execute and deliver a first priority Mortgage (subject to liens permitted by Section 7.3 or other encumbrances or rights permitted
by the relevant Mortgage) in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such Real Property (provided
that no Mortgage shall be obtained if the Administrative Agent reasonably determines in consultation with the Borrower that the costs
of obtaining such Mortgage are excessive in relation to the value of the security to be 


 






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afforded thereby), (ii) if reasonably requested
by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such
Real Property in an amount at least equal to the purchase price of such Material Real Property (or such other amount as shall be reasonably
specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the
title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing
survey has been provided and specifically incorporated into such title insurance policy or if the Administrative Agent reasonably determines
in consultation with the Borrower that the costs of obtaining such survey are excessive in relation to the value of the security to be
afforded thereby), each in form and substance reasonably satisfactory to the Collateral Agent, and (B) provide to the Collateral
Agent a life-of-loan flood hazard determination and, if such Material Real Property is located in a special flood hazard area, an acknowledged
notice to borrower and evidence of flood insurance in accordance with Section 6.5 hereof, (iii) if requested by the Collateral
Agent, deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form
and substance reasonably satisfactory to the Collateral Agent.


 


(c)            Except
as otherwise contemplated by Section 7.7(p), with respect to any new Domestic Subsidiary that is a Non-Excluded Subsidiary created
or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any Subsidiary that was previously an Excluded
Subsidiary that becomes a Non-Excluded Subsidiary and any acquisition pursuant to an LLC Division) by any Loan Party, promptly (i) give
notice of such acquisition, division or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver
to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably
deems necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent
required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary that
is owned by such Loan Party, (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock (other
than Excluded Collateral), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such
Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to
take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected
security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral
described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent the Collateral Agent, for the
benefit of the Secured Parties, has a perfected security interest in the same type of Collateral as of the Closing Date), including the
filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement
or by law or as may be reasonably requested by the Collateral Agent. Without limiting the foregoing, if (i) the aggregate Consolidated
Total Assets or annual consolidated revenues of all Restricted Subsidiaries designated as “Immaterial Subsidiaries” hereunder
shall at any time exceed 5.0 % of Consolidated Total Assets or annual consolidated revenues, respectively, of Holdings and its Restricted
Subsidiaries (based on the most recent financial statements delivered pursuant to Section 6.1 prior to such time) or (ii) if
any Restricted Subsidiary shall at any time cease to constitute an Immaterial Subsidiary under the definition of “Immaterial Subsidiary”
(based on the most recent financial statements delivered pursuant to Section 6.1 prior to such time), the Borrower shall promptly,
(x) in the case of clause (i) above, rescind the designation as “Immaterial Subsidiaries” of one or more of such
Restricted Subsidiaries so that, after giving effect thereto, the aggregate Consolidated Total Assets or annual consolidated revenues,
as applicable, of all Restricted Subsidiaries so designated (and which designations have not been rescinded) shall not exceed 5.0% of
Consolidated Total Assets or annual consolidated revenues, respectively, of Holdings and its Restricted Subsidiaries (based on the most
recent financial statements delivered pursuant to Section 6.1 prior to such time), as applicable, and (y) in the case of clauses
(i) and (ii) above, to the extent not already effected, (A) cause each affected Restricted Subsidiary to take such actions
to become a “Subsidiary Guarantor” hereunder and under the Guarantee and Collateral Agreement and execute and 


 






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deliver the
documents and other instruments referred to in this paragraph (c) to the extent such affected Subsidiary is not otherwise an Excluded
Subsidiary and (B) cause the owner of the Capital Stock of such affected Restricted Subsidiary to take such actions to pledge such
Capital Stock to the extent required by, and otherwise in accordance with, the Guarantee and Collateral Agreement and execute and deliver
the documents and other instruments required hereby and thereby unless such Capital Stock otherwise constitutes Excluded Collateral.



 


(d)            Except
as otherwise contemplated by Section 7.7(p), with respect to any new first-tier Foreign Subsidiary or first-tier Foreign Subsidiary
Holding Company created or acquired after the Closing Date by any Loan Party, promptly (i) give notice of such acquisition or creation
to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the
Guarantee and Collateral Agreement as the Collateral Agent reasonably deems necessary or reasonably advisable in order to grant to the
Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents
and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary (other than any Excluded Collateral)
that is owned by such Loan Party and (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock
(other than any Excluded Collateral), together with undated stock powers, in blank, executed and delivered by a duly authorized officer
of such Loan Party.


 


(e)            Notwithstanding
anything in this Section 6.8 to the contrary, neither Holdings nor any of its Restricted Subsidiaries shall be required to take any
actions in order to create or perfect the security interest in the Collateral granted to the Collateral Agent for the benefit of the Secured
Parties under the laws of any jurisdiction outside the United States.


 


(f)            Notwithstanding
the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction pursuant
to an acquisition permitted by Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any merger
consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required
to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated (at
which time the surviving entity of the respective merger transaction shall be required to so comply within ten Business Days (or such
longer period as the Administrative Agent shall agree in its sole discretion)).


 


(g)            From
time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates
or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating
the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral
as to which the Collateral Agent, for the benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including filing
any financing or continuation statements or financing statement amendments under the Uniform Commercial Code (or other similar laws) in
effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, the provisions of this
Section 6.8 shall not apply to assets as to which the Administrative Agent and the Borrower shall reasonably determine that the costs
and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby.


 


6.9              Use
of Proceeds. Use proceeds of any Revolving Loans for general corporate purposes of Holdings and its Subsidiaries not prohibited by
this Agreement.


 


6.10            Post
Closing. Satisfy the requirements set forth on Schedule 6.10 on or before the date set forth opposite such requirements or
such later date as consented to by the Administrative Agent in its sole discretion.


 



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6.11            Line
of Business. Continue to operate solely as a Permitted Business.



 


6.12            Changes
in Jurisdictions of Organization; Name. Provide prompt (and in any event within 60 days) written notice to the Collateral Agent of
any change of name or change of jurisdiction of organization of any Loan Party, and deliver to the Collateral Agent all additional executed
financing statements, financing statement amendments and other documents reasonably requested by the Collateral Agent to maintain the
validity, perfection and priority of the security interests to the extent provided for in the Security Documents.


 


6.13            IP
License Agreement. (i) Maintain and preserve in full force and effect the IP License Agreement, as amended or otherwise modified,
solely to the extent (A) the granting, perfection, validity and priority of the security interest of the Secured Parties in the
IP License Agreement, taken as a whole, is not impaired in any material respect by such amendment or modification and (B) no Default
or Event of Default has occurred and is continuing or would result therefrom, (ii) prevent the transfer or disposition of the IP
License Agreement by Holdings, the Borrower or any of their Subsidiaries to any party other than a Loan Party and (iii) create in
favor of the Collateral Agent, for the benefit of the Secured Parties, and maintain a first priority perfected Lien on the IP License
Agreement and any other related Collateral.


 


SECTION 7.     NEGATIVE
COVENANTS


 


Each of Holdings and the Borrower hereby agrees
that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or
backstopped or otherwise supported, in each case on terms reasonably agreed to by the Borrower and the applicable Issuing Lender) or any
Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not
then due and (ii) obligations in respect of Specified Hedge Agreements or Cash Management Obligations), each of Holdings and the
Borrower shall not, and shall not permit any of the Restricted Subsidiaries to:


 


7.1            Financial
Covenants.


 


(a)            As
of the end of each fiscal quarter of Holdings (commencing with the first full fiscal quarter of Holdings after the Closing Date), permit
the Consolidated Total Leverage Ratio as of the end of such fiscal quarter of Holdings and its Restricted Subsidiaries to be greater than
2.50:1.00.


 


(b)            As
of the end of each fiscal quarter of Holdings (commencing with the first full fiscal quarter of Holdings after the Closing Date), permit
the Fixed Charge Coverage Ratio as of the end of such fiscal quarter of Holdings and its Restricted Subsidiaries to be less than 4.00
to 1.00.


 


7.2            Indebtedness.
Create, issue, incur, assume, or permit to exist any Indebtedness, except:


 


(a)            Indebtedness
of Holdings and any of its Restricted Subsidiaries pursuant to any Loan Document or Hedge Agreement or in respect of any Cash Management
Obligations;


 


(b)            Indebtedness
of Holdings or any of its Restricted Subsidiaries owing to Holdings or any of its Restricted Subsidiaries, provided that (i) any
such Indebtedness owing by a Loan Party to a Restricted Subsidiary that is not a Loan Party is expressly subordinated in right of payment
to the Obligations pursuant to the Guarantee and Collateral Agreement or otherwise and (ii) any such Indebtedness owing by a non-Loan
Party to a Loan Party is permitted by Section 7.7;


 






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(c)            Indebtedness
(including Capital Lease Obligations) secured by Liens in an aggregate principal amount, when combined with the aggregate principal amount
of Indebtedness outstanding under clauses (r) and (s) of this Section 7.2, not to exceed the greater of (i) $7,500,000
and (ii) 3.0% of Consolidated Total Assets at the time of such incurrence, at any one time outstanding;


 


(d)            (i) Indebtedness
outstanding on the Closing Date (after giving effect to the Transactions), or committed to be incurred as of such date and listed on Schedule
7.2(d) and any Permitted Refinancing thereof, (ii) Indebtedness incurred in connection with transactions permitted under Section 7.10
and any Permitted Refinancing thereof;


 


(e)            Guarantee
Obligations (i) by Holdings or any of its Restricted Subsidiaries of obligations of Holdings, the Borrower or any Subsidiary Guarantor
not prohibited by this Agreement to be incurred, (ii) by any Loan Party of obligations of any Non-Guarantor Subsidiary or joint venture
to the extent permitted by Section 7.7 and (iii) by any Non-Guarantor Subsidiary of obligations of any other Non-Guarantor Subsidiary;


 


(f)            Indebtedness
of Holdings or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft
or similar instrument inadvertently drawn by Holdings or such Restricted Subsidiary in the ordinary course of business against insufficient
funds, so long as such Indebtedness is promptly repaid;


 


(g)            Indebtedness
in the form of earn-outs, indemnification, incentive, non-compete, consulting, ordinary course deferred purchase price or other similar
arrangements and other contingent obligations in respect of the Transactions and other acquisitions or Investments permitted by Section 7.7
(both before or after any liability associated therewith becomes fixed), including any such obligations which may exist on the Closing
Date as a result of acquisitions consummated prior to the Closing Date;


 


(h)            Indebtedness
of Holdings and any of its Restricted Subsidiaries constituting (i) Permitted Refinancing Obligations and (ii) Permitted Refinancings
in respect of Indebtedness incurred pursuant to the preceding clause (i);


 


(i)            additional
Indebtedness of Holdings or any of its Restricted Subsidiaries in an aggregate principal amount (for Holdings, the Borrower and all Restricted
Subsidiaries), not to exceed the greater of (i) $10,000,000 and (ii) 4.0% of Consolidated Total Assets at the time of such incurrence,
at any time outstanding; provided that the aggregate principal amount of any such Indebtedness of Non-Guarantor Subsidiaries under
this clause (i), when combined with the aggregate principal amount of Indebtedness outstanding under clauses (j), (q)(iii) and the
proviso to clause (t) of this Section 7.2, shall not exceed the greater of (A) $10,000,000 and (B) 4.00% of Consolidated
Total Assets at the time of such incurrence, at any time outstanding;


 


(j)            Indebtedness
of Non-Guarantor Subsidiaries, in an aggregate principal amount, when combined with the aggregate principal amount of Indebtedness outstanding
under clauses (i), (q)(iii) and the proviso to clause (t) of this Section 7.2, not to exceed the greater of (i) $10,000,000
and (ii) 4.00% of Consolidated Total Assets at the time of such incurrence, at any time outstanding;


 


(k)            Indebtedness
of Holdings or any of its Restricted Subsidiaries in respect of workers’ compensation claims, bank guarantees, warehouse receipts
or similar facilities, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance 


 






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obligations,
performance, bid, customs, government, VAT, duty, tariff, appeal and surety bonds, completion guarantees, and other obligations of a similar
nature, in each case in the ordinary course of business;


 


(l)            Indebtedness
incurred by Holdings or any of its Restricted Subsidiaries arising from agreements providing for indemnification related to sales, leases
or other Dispositions of goods or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition
or Disposition of any business, assets or Subsidiary;


 


(m)            Indebtedness
supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit;


 


(n)            Indebtedness
issued in lieu of cash payments of Restricted Payments permitted by Section 7.6;


 


(o)            Indebtedness
of Holdings or any Restricted Subsidiary as an account party in respect of trade letters of credit issued in the ordinary course of business
or otherwise consistent with industry practice;


 


(p)            Indebtedness
(i) owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company
in the ordinary course of business and (ii) in the form of pension and retirement liabilities not constituting an Event of Default,
to the extent constituting Indebtedness;


 


(q)            (i) Guarantee
Obligations made in the ordinary course of business; provided that such Guarantee Obligations are not of Indebtedness for Borrowed
Money, (ii) Guarantee Obligations in respect of lease obligations of Holdings and its Restricted Subsidiaries, (iii) Guarantee
Obligations in respect of Indebtedness of joint ventures or Unrestricted Subsidiaries; provided that the aggregate principal amount
of any such Guarantee Obligations under this sub-clause (iii), when combined with the aggregate principal amount of Indebtedness outstanding
under clauses (i), (j) and the proviso to clause (t) of this Section 7.2, shall not exceed the greater of (A) $10,000,000
and (B) 4.00% of Consolidated Total Assets at the time of such incurrence, at any time outstanding, (iv) Guarantee Obligations
in respect of Indebtedness permitted by clause (r)(ii) above and (v) Guarantee Obligations by Holdings or any of its Restricted
Subsidiaries of any Restricted Subsidiary’s purchase obligations under supplier agreements and in respect of obligations of or to
customers, distributors, franchisees, lessors, licensees and sublicensees; provided that such Guarantee Obligations are not of
Indebtedness for Borrowed Money;


 


(r)            (x) Indebtedness
of any Person that becomes a Restricted Subsidiary or is merged with or into Holdings or any of its Restricted Subsidiaries after the
Closing Date (a “New Subsidiary”) or that is associated with assets being purchased or otherwise acquired, in each
case, as part of an acquisition, merger or consolidation or amalgamation or other Investment not prohibited hereunder; provided
that (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary or is acquired, merged, consolidated or
amalgamated by, with or into Holdings or such Restricted Subsidiary or when such assets are acquired and is not created in contemplation
of or in connection with such Person becoming a Restricted Subsidiary or with such merger (except to the extent such Indebtedness refinanced
other Indebtedness to facilitate such Person becoming a Restricted Subsidiary or to facilitate such merger) or such asset acquisition,
(B) the aggregate principal amount of Indebtedness permitted by this clause (r) and Sections 7.2(c) and 7.2(s) shall
not exceed the greater of (i) $7,500,000 and (ii) 3.0% of Consolidated Total Assets at the time of such incurrence, at any time
outstanding, and (C) neither 


 






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Holdings nor any of its Restricted Subsidiaries (other than the applicable New Subsidiary and its Subsidiaries)
shall provide security therefor and (y) Permitted Refinancings of the Indebtedness referred to in clause (x) of this paragraph
(r);


 


(s)            Indebtedness
incurred to finance any acquisition or other Investment permitted under Section 7.7 in an aggregate amount for all such Indebtedness
together with the aggregate principal amount of Indebtedness permitted by Sections 7.2(c) and 7.2(r) not to exceed the greater
of (i) $7,500,000 and (ii) 3.0% of Consolidated Total Assets at the time of such incurrence, at any one time outstanding;


 


(t)            (A) other
Indebtedness so long as, at the time of incurrence thereof, (1) if unsecured or secured on a junior basis to the Obligations, after
giving pro forma effect to the incurrence of such Indebtedness and the intended use of proceeds thereof determined as of the last
day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, the
Consolidated Total Leverage of Holdings and its Restricted Subsidiaries shall be no greater than 2.00 to 1.00, (2) if secured on
a pari passu basis with the Obligations, after giving pro forma effect to the incurrence of such Indebtedness and the intended
use of proceeds thereof determined as of the last day of the fiscal quarter most recently then ended for which financial statements have
been delivered pursuant to Section 6.1, the Consolidated First Lien Leverage Ratio of Holdings and its Restricted Subsidiaries shall
be no greater than 1.75 to 1.00, (3) no Event of Default shall be continuing immediately after giving effect to the incurrence of
such Indebtedness; (4) the terms of which Indebtedness do not provide for a maturity date or weighted average life to maturity earlier
than the Latest Maturity Date; and (5) any such Indebtedness that is secured shall be subject to an Other Intercreditor Agreement;
provided that the amount of Indebtedness which may be incurred pursuant to this paragraph (t) by Non-Guarantor Subsidiaries
shall not exceed, at any time outstanding, the sum of (I) the greater of $10,000,000 and 4.0% of Consolidated Total Assets at the
time of such incurrence, and (B) Permitted Refinancings of any of the Indebtedness referred to in clause (A) of this paragraph
(t);


 


(u)            (i) Indebtedness
representing deferred compensation or stock-based compensation to employees of Holdings, any Parent Company, the Borrower or any Restricted
Subsidiary incurred in the ordinary course of business and (ii) Indebtedness consisting of obligations of Holdings, the Borrower
or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred in connection with the Transactions and
any Investment permitted hereunder;


 


(v)            Indebtedness
issued by Holdings or any of its Restricted Subsidiaries to the officers, directors and employees of Holdings, any Parent Company, the
Borrower or any Restricted Subsidiary of Holdings or their respective estates, trusts, family members or former spouses, in lieu of or
combined with cash payments to finance the purchase of Capital Stock of Holdings, any Parent Company or the Borrower, in each case, to
the extent such purchase is permitted by Section 7.6;


 


(w)            Indebtedness
(and Guarantee Obligations in respect thereof) in respect of overdraft facilities, employee credit card programs, netting services, automatic
clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business;


 


(x)            (i) Indebtedness
of Holdings or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with respect to
any Subsidiary or joint venture in the ordinary course of business and (ii) Indebtedness of Holdings or any of its 


 






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Restricted Subsidiaries
to any joint venture (regardless of the form of legal entity) that is not a Subsidiary arising in the ordinary course of business in connection
with the cash management operations (including in respect of intercompany self-insurance arrangements);


 


(y)            to
the extent constituting Indebtedness, payment and custodial obligations in respect of prize, jackpot, deposit, payment processing and
player account management operations, including obligations with respect to funds that may be placed in trust accounts; and


 


(z)            all
premiums (if any), interest (including post-petition interest), fees, expenses, charges, accretion or amortization of original issue discount,
accretion of interest paid in kind and additional or contingent interest on obligations described in clauses (a) through (y) above.


 


7.3            Liens.
Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except for:


 


(a)            Liens
for Taxes not yet due or which are currently being contested in good faith by appropriate proceedings; provided that adequate reserves
with respect thereto are maintained on the books of Holdings or its Restricted Subsidiaries, as the case may be, to the extent required
by GAAP;


 


(b)            landlords’,
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary
course of business which are not overdue for a period of more than 60 days or that are being contested in good faith by appropriate proceedings;


 


(c)            (i) pledges,
deposits or statutory trusts in connection with workers’ compensation, unemployment insurance and other social security legislation
and (ii) Liens incurred in the ordinary course of business securing liability for reimbursement or indemnification obligations of
insurance carriers providing property, casualty or liability insurance to Holdings or any of its Restricted Subsidiaries in respect of
such obligations;


 


(d)            deposits
and other Liens to secure the performance of bids, government, trade and other similar contracts (other than for borrowed money), leases,
subleases, statutory or regulatory obligations, surety, judgment and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;


 


(e)            encumbrances
shown as exceptions in the title insurance policies insuring the Mortgages, easements, zoning restrictions, rights-of-way, restrictions
and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, do not materially detract from the
value of the Property subject thereto or materially interfere with the ordinary conduct of the business of Holdings or any of its Restricted
Subsidiaries;


 


(f)            Liens
(i) in existence on the Closing Date (after giving effect to the Transactions) listed on Schedule 7.3(f) (or to the extent not
listed on such Schedule 7.3(f), where the Fair Market Value of the Property to which such Lien is attached is less than $1,000,000), (ii) securing
Indebtedness permitted by Section 7.2(d) and (iii) created after the Closing Date in connection with any refinancing, refundings,
or renewals or extensions thereof permitted by Section 7.2(d); provided that no such Lien is spread to cover any additional
Property of Holdings or any of its Restricted Subsidiaries after the Closing Date unless such Lien utilizes a separate basket under this
Section 7.3;


 






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(g)            (i) Liens
securing Indebtedness of Holdings or any of its Restricted Subsidiaries incurred pursuant to Sections 7.2(c), 7.2(e), 7.2(h), provided
that no such Lien shall apply to any other Property of Holdings or any of its Restricted Subsidiaries that is not Collateral (or does
not concurrently become Collateral) unless such Lien utilizes a separate basket under this Section 7.3, 7.2(i), 7.2(j), 7.2(p), 7.2(q),
7.2(r), 7.2(s), 7.2(t) and 7.2(w); provided that (A) in the case of any such Liens securing Indebtedness pursuant to
Section 7.2(j), such Liens do not at any time encumber any Property of Holdings, the Borrower or any Subsidiary Guarantor, (B) in
the case of any such Liens securing Indebtedness incurred pursuant to Section 7.2(p), such Liens do not encumber any Property other
than cash paid to any such insurance company in respect of such insurance, (C) in the case of any such Liens securing Indebtedness
pursuant to Section 7.2(r), such Liens exist at the time that the relevant Person becomes a Restricted Subsidiary or such assets
are acquired and are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the acquisition
of such assets (except to the extent such Liens secure Indebtedness which refinanced other secured Indebtedness to facilitate such Person
becoming a Restricted Subsidiary or to facilitate the merger, consolidation or amalgamation or other acquisition of assets referred to
in such Section 7.2(r)) and (D) in the case of Liens securing Guarantee Obligations pursuant to Section 7.2(e), the underlying
obligations are secured by a Lien permitted to be incurred pursuant to this Agreement and (ii) any extension, refinancing, renewal
or replacement of the Liens described in clause (i) of this Section 7.3(g) in whole or in part; provided that such
extension, renewal or replacement shall be limited to all or a part of the property which secured (or was permitted to secure) the Lien
so extended, renewed or replaced (plus improvements on such property, if any);


 


(h)            Liens
created pursuant to the Loan Documents;


 


(i)            Liens
arising from judgments in circumstances not constituting an Event of Default under Section 8.1(h);


 


(j)            Liens
on Property or assets acquired pursuant to an acquisition permitted under Section 7.7 (and the proceeds thereof) or assets of a Restricted
Subsidiary in existence at the time such Restricted Subsidiary is acquired pursuant to an acquisition permitted under Section 7.7
and not created in contemplation thereof and Liens created after the Closing Date in connection with any refinancing, refundings, or renewals
or extensions of the obligations secured thereby permitted hereunder, provided that no such Lien is spread to cover any additional
Property (other than other Property of such Restricted Subsidiary) after the Closing Date (unless such Lien utilizes a separate basket
under this Section 7.3);


 


(k)            (i) Liens
on Property of Non-Guarantor Subsidiaries securing Indebtedness or other obligations not prohibited by this Agreement to be incurred by
such Non-Guarantor Subsidiaries and (ii) Liens securing Indebtedness or other obligations of Holdings or any of its Restricted Subsidiaries
in favor of any Loan Party;


 


(l)            receipt
of progress payments and advances from customers in the ordinary course of business to the extent same creates a Lien on the related inventory
and proceeds thereof;


 


(m)            Liens
in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the
importation of goods;


 


(n)            Liens
arising out of consignment or similar arrangements for the sale by Holdings and its Restricted Subsidiaries of goods through third parties
in the ordinary course of business or otherwise consistent with past practice;


 






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(o)            Liens
solely on any cash earnest money deposits made by Holdings or any of its Restricted Subsidiaries in connection with an Investment permitted
by Section 7.7;


 


(p)            Liens
deemed to exist in connection with Investments permitted by Section 7.7(b) that constitute repurchase obligations;


 


(q)            Liens
upon specific items of inventory or other goods and proceeds of Holdings or any of its Restricted Subsidiaries arising in the ordinary
course of business securing such Person’s obligations in respect of bankers’ acceptances and letters of credit issued or created
for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;


 


(r)            Liens
on cash deposits securing any Hedge Agreements permitted hereunder in an aggregate amount not to exceed $1,000,000 at any time outstanding;


 


(s)            any
interest or title of a lessor under any leases or subleases entered into by Holdings or any of its Restricted Subsidiaries in the ordinary
course of business and any financing statement filed in connection with any such lease;


 


(t)            Liens
on cash and Cash Equivalents used to defease or to satisfy and discharge Indebtedness, provided that such defeasance or satisfaction
and discharge is not prohibited hereunder;


 


(u)            (i) Liens
that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not given in connection
with the issuance of Indebtedness, (B) relating to pooled deposit or sweep accounts of Holdings or any of its Restricted Subsidiaries
to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings and its Restricted
Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Holdings or any of its Restricted
Subsidiaries in the ordinary course of business, (ii) other Liens securing cash management obligations in the ordinary course of
business and (iii) Liens encumbering reasonable and customary initial deposits and margin deposits in respect of, and similar Liens
attaching to, commodity trading accounts and other brokerage accounts incurred in the ordinary course of business and not for speculative
purposes;


 


(v)            Liens
arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights;


 


(w)            Liens
on Capital Stock in joint ventures securing obligations of such joint venture;


 


(x)            Liens
securing obligations in respect of trade-related letters of credit permitted under Section 7.2 and covering the goods (or the documents
of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof;


 


(y)            other
Liens with respect to obligations that do not exceed the greater of (i) $5,000,000 and (ii) 1.5% of Consolidated Total Assets
at the time of such incurrence, at any time outstanding;


 


(z)            licenses,
sublicenses, cross-licensing or pooling of, or similar arrangements with respect to, Intellectual Property granted by Holdings or
any of its Restricted Subsidiaries which 


 






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do not interfere in any material respect with the ordinary conduct of the business of Holdings
or such Restricted Subsidiary;


 


(aa)         Liens
arising from precautionary UCC financing statement filings (or other similar filings in non-U.S. jurisdictions) regarding leases, subleases,
licenses or consignments, in each case, entered into by Holdings or any of its Restricted Subsidiaries;


 


(bb)        Liens
on cash and Cash Equivalents (and the related escrow accounts) in connection with the issuance into (and pending the release from) escrow
of, any Permitted Refinancing Obligations, any Indebtedness permitted under Section 7.2(t), and, in each case, any Permitted Refinancing
thereof;


 


(cc)         Liens
on cash, Cash Equivalents or other investments in connection with the deposit of amounts necessary to satisfy payment and custodial obligations
in respect of prize, jackpot, deposit, payment processing and player account management operations, including as may be placed in trust
accounts; and


 


(dd)        zoning
or similar laws or rights reserved to or vested in any Governmental Authority to control or regulate the use of any real property.


 


7.4            Fundamental
Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation
or dissolution), or Dispose of all or substantially all of its Property or business (including, in each case, pursuant to an LLC Division),
except that:


 


(a)            (i) any
Restricted Subsidiary may be merged, amalgamated or consolidated with or into Holdings or the Borrower (provided that, except as
permitted pursuant to clause (i) or (j) below, Holdings or the Borrower shall be the continuing or surviving corporation) or
(ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided
that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) substantially simultaneously with such
transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8
in connection therewith);


 


(b)            any
Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is
a Restricted Subsidiary;


 


(c)            any
Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to any Loan Party;


 


(d)            any
Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or
otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary;


 


(e)            Dispositions
permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, amalgamation, investment or Disposition, the purpose
of which is to effect a Disposition permitted by Section 7.5, may be consummated;


 


(f)            any
Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation;


 






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(g)            Holdings
and its Restricted Subsidiaries may consummate the Transactions;


 


(h)            any
Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution
is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted
Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance
with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted
by, a Loan Party after giving effect to such liquidation or dissolution;


 


(i)            Holdings
may merge with and into another entity solely for the purpose of the reincorporation of Holdings in another state of organization within
the United States, so long as (i) such surviving entity promptly (but in no event later than thirty (30) days after such merger)
becomes a Loan Party, (ii) subject to clause (i) above, the requirements of Sections 6.8 and 6.13 are complied with in connection
therewith, (iii) the Borrower provides to the Administrative Agent evidence reasonably acceptable to the Administrative Agent that,
after giving pro forma effect to such merger, (A) the granting, perfection, validity and priority of the security interest of the
Secured Parties in the Collateral, taken as a whole, is not impaired in any material respect by such merger and (B) no security interest
purported to be created by any Security Document with respect to any portion of the Collateral immediately prior to such merger shall
cease to be, or shall be asserted in writing by any Loan party not to be, a valid and perfected security interest (having the same priority
as immediately prior to such merger), in the securities, assets or properties covered thereby and (iv) no Default or Event of Default
has occurred and is continuing or would result therefrom; and


 


(j)            the
Borrower may merge into or consolidate with Phantom; provided, Phantom expressly assumes, by a Joinder and Reaffirmation Agreement,
all of the obligations of the Borrower under this Agreement and each other Loan Document to which the Borrower is a party and takes all
actions required by the Security Documents to perfect the Liens on the Collateral owned by Phantom; provided, further, that
as of the date of such assumption pursuant this clause (j),


 


(i)            Phantom
shall be in compliance with Section 7.1 on a pro forma basis after giving effect to such assumption,


 


(ii)            each
other Loan Party shall have reaffirmed such Loan Party’s obligations under the Loan Documents to which it is a party by executing
and delivering a Joinder and Reaffirmation Agreement,


 


(iii)            the
Administrative Agent shall have received a certificate, dated the date of such assumption and signed by a Responsible Officer of Phantom,
confirming that (x) after giving effect to such assumption, no Default or Event of Default has occurred and is continuing and (y) after
giving effect to such assumption, the representations and warranties of each Loan Party set forth in this Agreement and the other Loan
Documents are true and correct in all material respects (except to the extent that any such representation and warranty is qualified by
materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) as of
the date of such assumption, except to the extent that any such representation and warranty relates to an earlier date (in which case
such representation and warranty shall have been true and correct in all material respects (except to the extent that any such representation
and warranty is qualified by materiality or Material Adverse Effect, in 


 






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which case such representation and warranty shall be true and
correct in all respects) as of such earlier date,


 


(iv)            the
Administrative Agent shall have received (x) a certificate of Phantom substantially in the form of Exhibit C, including all
annexes, exhibits and other attachments thereto and (y) an opinion of counsel covering such matters, and in a form, reasonable acceptable
to the Administrative Agent, and


 


(v)            the
Administrative Agent shall have received at least ten Business Days’ prior written notice (or such shorter period as the Administrative
Agent may agree in its reasonable discretion) of the proposed transaction and, to the extent requested within five Business Days of such
written notice, the Borrower shall promptly, and in any event at least three Business Days’ prior to the consummation of the transaction,
have provided any documentation and other information about Phantom as shall have been reasonably requested in writing by any Lender through
the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including Title III of the Act and the Beneficial Ownership
Regulation.


 


Upon any consolidation or merger with respect to
which this Section 7.4(j) applies, Phantom shall succeed to, and be substituted for, and may exercise every right and power
of, the Borrower under this Agreement and the other Loan Documents, with the same effect as if Phantom had been named as the Borrower
herein and therein.


 


7.5            Dispositions
of Property. Dispose of any of its owned Property (including receivables) whether now owned or hereafter acquired, or, in the case
of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:


 


(a)            (i) the
Disposition of surplus, obsolete or worn out Property in the ordinary course of business, Dispositions of Property no longer used or useful
or economically practicable to maintain in the conduct of the business of the Borrower and other Restricted Subsidiaries in the ordinary
course and Dispositions of Property necessary in order to comply with applicable Requirements of Law or licensure requirements (as determined
by the Borrower in good faith), (ii) the sale of defaulted receivables in the ordinary course of business, (iii) sale, assignment,
conveyance, transfer, abandonment, cancellation or disposition of any Intellectual Property in the ordinary course of business and (iv) sales,
leases or other dispositions of inventory determined by the management of the Borrower to be no longer useful or necessary in the operation
of the Business;


 


(b)            (i) the
sale of inventory or other Property in the ordinary course of business, (ii) the cross-licensing, pooling, sublicensing or licensing
of, or similar arrangements (including disposition of marketing rights) with respect to, Intellectual Property in the ordinary course
of business or otherwise consistent with past practice or not materially disadvantageous to the Lenders, and (iii) the contemporaneous
exchange, in the ordinary course of business, of Property for Property of a like kind, to the extent that the Property received in such
exchange is of a Fair Market Value equivalent to the Fair Market Value of the Property exchanged (provided that after giving effect
to such exchange, the Fair Market Value of the Property of any Loan Party subject to Liens in favor of the Collateral Agent under the
Security Documents is not materially reduced);


 


(c)            Dispositions
permitted by Section 7.4;


 






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(d)            the
sale or issuance of (i) any Subsidiary’s Capital Stock to any Loan Party; provided that the sale or issuance of Capital
Stock of an Unrestricted Subsidiary to Holdings or any of its Restricted Subsidiaries is otherwise permitted by Section 7.7, (ii) the
Capital Stock of any Non-Guarantor Subsidiary that is a Restricted Subsidiary to any other Non-Guarantor Subsidiary that is a Restricted
Subsidiary and (iii) the Capital Stock of any Subsidiary that is an Unrestricted Subsidiary to any other Subsidiary that is an Unrestricted
Subsidiary, in each case, including in connection with any tax restructuring activities not otherwise prohibited hereunder;


 


(e)            the
Disposition of assets for Fair Market Value; provided that (i) at least 75% of the total consideration for any such Disposition
in excess of $2,000,000 received by Holdings and its Restricted Subsidiaries is in the form of cash or Cash Equivalents and (ii) no
Event of Default then exists or would result from such Disposition; provided, however, that for purposes of clause (i) above,
the following shall be deemed to be cash: (A) any liabilities (as shown on Holdings’ or such Restricted Subsidiary’s
most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary (other than liabilities
that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition
and for which Holdings and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any
securities received by Holdings or such Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary
into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the
closing of the applicable Disposition, and (C) any Designated Non-cash Consideration received by Holdings or any of its Restricted
Subsidiaries in such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration
received pursuant to this clause (e) that is at that time outstanding, not to exceed the greater of (I) $5,000,000 and (II) 2.25%
of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each
item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value);


 


(f)             any
settlement of or payment in respect of any Property or casualty insurance claim or any condemnation proceeding relating to any asset of
Holdings or any Restricted Subsidiary;


 


(g)            the
leasing, licensing, occupying pursuant to occupancy agreements or sub-leasing of Property that would not materially interfere with the
required use of such Property by Holdings or its Restricted Subsidiaries;


 


(h)            the
transfer for Fair Market Value of Property (including Capital Stock of Subsidiaries) to another Person in connection with a joint venture
arrangement with respect to the transferred Property; provided that such transfer is permitted under Section 7.7(h), (k),
(v) or (y);


 


(i)             the
sale or discount, in each case without recourse and in the ordinary course of business, of accounts receivable arising in the ordinary
course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and
not as part of any bulk sale or financing of receivables);


 


(j)             transfers
of condemned Property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental
Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that
have been subject to a casualty to the respective insurer of such Property as part of an insurance settlement;


 






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(k)            the
Disposition of any Immaterial Subsidiary or any Unrestricted Subsidiary;


 


(l)             the
transfer of Property (including Capital Stock of Subsidiaries) of any Loan Party to any Restricted Subsidiary for Fair Market Value; provided
that any such transfer to a Non-Guarantor Subsidiary shall constitute an Investment and comply with Section 7.7;


 


(m)           the
transfer of Property (i) by any Loan Party to any other Loan Party or (ii) from a Non-Guarantor Subsidiary to (A) any Loan
Party; provided that the portion (if any) of such Disposition made for more than Fair Market Value shall constitute an Investment
and comply with Section 7.7 or (B) any other Non-Guarantor Subsidiary that is a Restricted Subsidiary;


 


(n)            the
Disposition of cash and Cash Equivalents and investments in connection with prize, jackpot, deposit, payment processing and player account
management operations, in each case, in the ordinary course of business;


 


(o)            (i) Liens
permitted by Section 7.3, (ii) Restricted Payments permitted by Section 7.6, (iii) Investments permitted by Section 7.7
and (iv) sale and leaseback transactions permitted by Section 7.10;


 


(p)            Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture
parties set forth in joint venture arrangements and similar binding arrangements;


 


(q)            the
unwinding of Hedge Agreements permitted hereunder pursuant to their terms;


 


(r)             the
Disposition of assets acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are (i) obsolete or (ii) not
used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries; and


 


(s)            Dispositions
of Property between or among Holdings and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection
with a Disposition otherwise permitted pursuant to clauses (a) through (r) above.


 


7.6            Restricted
Payments. Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous
fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings or any of its Restricted
Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly,
whether in cash or Property or in obligations of Holdings or such Restricted Subsidiary, or enter into any derivatives or other transaction
with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating
Holdings or any of its Restricted Subsidiaries to make payments to such Derivatives Counterparty as a result of any change in market
value of any such Capital Stock (collectively, “Restricted Payments”), except that:


 


(a)            (i) any
Restricted Subsidiary may make Restricted Payments to any Loan Party and (ii) Non-Guarantor Subsidiaries may make Restricted Payments
to other Non-Guarantor Subsidiaries;


 


(b)            Holdings
may make Restricted Payments in an aggregate amount not to exceed (i) the Base Available Amount plus (ii) the Available
Amount; provided that, in the case of clause (ii), (A) no Event of Default is continuing or would result therefrom and (B) Holdings
shall be in compliance with the covenants set forth in Section 7.1 on a pro forma basis as of the end of the


 






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most recently
ended Test Period for which financial statements have been delivered pursuant to Section 6.1 at the time of such Restricted Payment;


 


(c)            Holdings
may make Restricted Payments (x) to its direct and indirect equity holders in respect of Permitted Tax Distributions, and (y) to
any Parent Company to permit such Parent Company to pay (i) customary fees, salary, bonus, severance and other benefits payable to,
and indemnities provided on behalf of, their current and former officers and employees and members of their Board of Directors, (ii) ordinary
course corporate operating expenses and other fees and expenses required to maintain its corporate existence, (iii) fees and expenses
to the extent permitted under clause (i) of the second sentence of Section 7.9, (iv) reasonable fees and expenses incurred
in connection with any debt or equity offering by Holdings or any Parent Company, to the extent the proceeds thereof are (or, in the case
of an unsuccessful offering, were intended to be) used for the benefit of Holdings and its Restricted Subsidiaries, whether or not completed
and (v) reasonable fees and expenses in connection with compliance with reporting obligations under, or in connection with compliance
with, federal or state laws or under this Agreement or any other Loan Document;


 


(d)            Holdings
may make Restricted Payments in the form of Capital Stock of Holdings;


 


(e)            Holdings
and any of its Restricted Subsidiaries may make Restricted Payments to, directly or indirectly, purchase the Capital Stock of Holdings,
the Borrower, any Parent Company or any Subsidiary from present or former officers, directors, consultants, agents or employees (or their
estates, trusts, family members or former spouses) of Holdings, the Borrower, any Parent Company or any Subsidiary upon the death, disability,
retirement or termination of the applicable officer, director, consultant, agent or employee or pursuant to any equity subscription agreement,
stock option or equity incentive award agreement, shareholders’ or members’ agreement or similar agreement, plan or arrangement;
provided that the aggregate amount of payments under this clause (e) in any fiscal year of Holdings shall not exceed the sum
of (i) $2,000,000 in any fiscal year, plus (ii) any proceeds received from key man life insurance policies, plus
(iii) any proceeds received by Holdings, the Borrower, or any Parent Company during such fiscal year from sales of the Capital Stock
of Holdings, the Borrower or any Parent Company to directors, officers, consultants or employees of Holdings, the Borrower, any Parent
Company or any Subsidiary in connection with permitted employee compensation and incentive arrangements; provided that any Restricted
Payments permitted (but not made) pursuant to sub-clause (i), (ii) or (iii) of this clause (e) in any prior fiscal year
may be carried forward to any subsequent fiscal year (subject to an annual cap of no greater than $4,000,000), and provided, further,
that cancellation of Indebtedness owing to Holdings or any Restricted Subsidiary by any member of management of Holdings, any Parent Company,
the Borrower or any Subsidiary in connection with a repurchase of the Capital Stock of the Borrower, Holdings or any Parent Company will
not be deemed to constitute a Restricted Payment for purposes of this Section 7.6;


 


(f)            Holdings
and its Restricted Subsidiaries may make Restricted Payments to make, or to allow any Parent Company to make, (i) noncash
repurchases of Capital Stock deemed to occur upon exercise of stock options or similar equity incentive awards, if such Capital
Stock represents a portion of the exercise price of such options or similar equity incentive awards, (ii) tax payments on
behalf of present or former officers, directors, consultants, agents or employees (or their estates, trusts, family members or
former spouses) of Holdings, the Borrower,
any Parent Company or any Subsidiary in connection with noncash repurchases of Capital Stock pursuant to any equity subscription agreement,
stock option or equity incentive award agreement, shareholders’ or members’ agreement or similar agreement, plan or arrangement
of Holdings, the 


 






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Borrower, any Parent Company or any Subsidiary and (iii) make whole or dividend equivalent payments to holders of
vested stock options or other Capital Stock or to holders of stock options or other Capital Stock at or around the time of vesting or
exercise of such options or other Capital Stock to reflect dividends previously paid in respect of Capital Stock of the Borrower, Holdings
or any Parent Company;


 


(g)            Holdings
may make Restricted Payments to any Parent Company with the cash proceeds contributed to its common equity from the Net Cash Proceeds
of any Equity Issuance Not Otherwise Applied, so long as, (i) with respect to any such Restricted Payments, no Event of Default shall
have occurred and be continuing or would result therefrom and (ii) in the case of Net Cash Proceeds received in connection with the
Social Gaming IPO, such Restricted Payment must be made on or prior to the date that is fifteen Business Days after the Closing Date (or
such longer time as the Administrative Agent may agree in its sole discretion);


 


(h)            Holdings
may make Restricted Payments to make, or to allow any Parent Company to make, payments in cash, in lieu of the issuance of fractional
shares, upon the exercise of warrants or upon the conversion or exchange of Capital Stock of any such Person;


 


(i)            to
the extent constituting Restricted Payments, Holdings and its Restricted Subsidiaries may enter into and consummate transactions expressly
permitted by any provision of Sections 7.4, 7.5, 7.7 and 7.9;


 


(j)            (i) any
non-wholly owned Restricted Subsidiary of Holdings may declare and pay cash dividends to its equity holders generally so long as Holdings
or its respective Subsidiary which owns the equity interests in the Restricted Subsidiary paying such dividend receives at least its proportional
share thereof (based upon its relative holding of the equity interests in the Restricted Subsidiary paying such dividends and taking into
account the relative preferences, if any, of the various classes of equity interest of such Restricted Subsidiary), and (ii) any
non-wholly owned Restricted Subsidiary of Holdings may make Restricted Payments to one or more of its equity holders (which payments need
not be proportional) in lieu of or to effect an earnout so long as (x) such payment is in the form of such Restricted Subsidiary’s
Capital Stock and (y) such Restricted Subsidiary continues to be a Restricted Subsidiary after giving effect thereto;


 


(k)            Holdings
and its Restricted Subsidiaries may make Restricted Payments on or after the Closing Date to consummate the Transactions and in connection
with the Social Gaming IPO Documents (other than distributions which do not constitute Permitted Tax Distributions or which are not otherwise
permitted under this Section 7.6);


 


(l)            Holdings
may make Restricted Payments (to the extent such payments would constitute Restricted Payments) pursuant to and in accordance with any
Hedge Agreement in connection with a convertible debt instrument; provided that, the aggregate amount of all such Restricted Payments
minus cash received from counterparties to such Hedge Agreements upon entering into such Hedge Agreements shall not exceed $2,000,000;


 


(m)            Holdings
may make additional Restricted Payments; provided that (i) immediately before and after giving effect to any such Restricted
Payment, no Event of Default shall have occurred and be continuing and (ii) the Consolidated Total Leverage Ratio shall not exceed
1.50 to 1.00 on a pro forma basis as of the end of the most recently ended Test Period for which financial statements have been
delivered pursuant to Section 6.1 at the time of such Restricted Payment;


 






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(n)            Holdings
may make Restricted Payments in connection with the Article XI of its Amended and Restated Operating Agreement (as in effect on the
date hereof); and


 


(o)            Holdings
may pay dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment,
such payment would have been permitted pursuant to another clause of this Section 7.6.


 


7.7            Investments.
Make any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to, or purchase any Capital Stock,
bonds, notes, debentures or other debt securities of, or all or substantially all of the assets constituting an ongoing business from,
or make any other similar investment in, any other Person (all of the foregoing, “Investments”), except:


 


(a)            (i) extensions
of trade credit in the ordinary course of business, (ii) loans and advances made to distributors, customers, vendors and suppliers
in the ordinary course of business or in accordance with market practices, (iii) purchases and acquisitions of inventory, supplies,
materials and equipment or purchases of contract rights or licenses or leases of Intellectual Property, in each case in the ordinary course
of business, to the extent such purchases and acquisitions constitute Investments, and (iv) Investments among Holdings and its Restricted
Subsidiaries in connection with the sale of inventory and parts in the ordinary course of business;


 


(b)            Investments
in Cash Equivalents and Investments that were Cash Equivalents when made;


 


(c)            Investments
arising in connection with (i) the incurrence of Indebtedness permitted by Section 7.2 to the extent arising as a result of
Indebtedness among Holdings or any of its Restricted Subsidiaries and Guarantee Obligations permitted by Section 7.2 and payments
made in respect of such Guarantee Obligations, (ii) the forgiveness or conversion to equity of any Indebtedness permitted by Section 7.2
and (iii) guarantees by Holdings or any of its Restricted Subsidiaries of leases (other than Capital Lease Obligations) or of other
obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;


 


(d)            loans
and advances to employees, consultants or directors of any Parent Company, Holdings or any of its Restricted Subsidiaries in the ordinary
course of business in an aggregate amount (for Holdings and all of its Restricted Subsidiaries) not to exceed $1,000,000 (excluding (for
purposes of such cap) tuition advances, travel and entertainment expenses, but including relocation expenses) at any one time outstanding;


 


(e)            Investments
(i) (other than those relating to the incurrence of Indebtedness permitted by Section 7.7(c)) by Holdings or any of its Restricted
Subsidiaries in Holdings, the Borrower or any Person that, prior to such Investment, is a Loan Party (or is a Domestic Subsidiary that
becomes a Loan Party in connection with such Investment), (ii) by Loan Parties in any Non-Guarantor Subsidiaries so long as such
Investment is part of a series of Investments by Restricted Subsidiaries in other Restricted Subsidiaries that result in the proceeds
of the initial Investment being invested in one or more Loan Parties and (iii) comprised solely of equity purchases by Holdings or
any of its Restricted Subsidiaries in any other Restricted Subsidiary made for tax purposes, so long as the Borrower provides to the Administrative
Agent evidence reasonably acceptable to the Administrative Agent that, after giving pro forma effect to such Investments, the granting,
perfection, validity and priority of the security interest of the Secured Parties in the Collateral, taken as a whole, is not impaired
in any material respect by such Investment;


 






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(f)             Permitted
Acquisitions to the extent that any Person or Property acquired in such acquisition becomes a Restricted Subsidiary or a part of a Restricted
Subsidiary; provided that (i) immediately before and after giving effect to any such Permitted Acquisition, no Event of Default
shall have occurred and be continuing and (ii) the Consolidated Total Leverage Ratio shall not exceed 1.75 to 1.00 on a pro forma
basis as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1
at the time of such Permitted Acquisition; provided, further that Permitted Acquisitions of Persons that do not become Subsidiary
Guarantors, when taken together with the aggregate amount of Investments in Persons that do not become Subsidiary Guarantors and Investments
in Unrestricted Subsidiaries, joint ventures or similar arrangements pursuant to clauses (h) and (y) of this Section 7.7,
shall not exceed the greater of $10,000,000 and 5.0% of Consolidated Total Assets at the time of such Investment;


 


(g)            loans
by Holdings or any of its Restricted Subsidiaries to the employees, officers or directors of any Parent Company, Holdings or any of its
Restricted Subsidiaries in connection with management incentive plans; provided that such loans represent cashless transactions
pursuant to which such employees, officers or directors directly (or indirectly) invest the proceeds of such loans in the Capital Stock
of Holdings or a Parent Company;


 


(h)            Investments
by Holdings and its Restricted Subsidiaries in Unrestricted Subsidiaries, joint ventures or similar arrangements in an aggregate amount
at any time outstanding (for Holdings and all of its Restricted Subsidiaries), not to exceed, when taken together with the aggregate amount
of Permitted Acquisitions of Persons that do not become Subsidiary Guarantors and Investments in Persons that do not become Subsidiary
Guarantors, pursuant to clauses (f) and (y) of this Section 7.7, the sum of (A) the greater of $10,000,000 and 5.0%
of Consolidated Total Assets at the time of such Investment, plus (B) the amount, if any, that is then available for Investments
pursuant to Section 7.7(z)(ii)(A), plus (C) an amount equal to the Base Available Amount, plus (D) an amount
equal to the Available Amount; provided that no Investment may be made pursuant to this clause (h) in any Unrestricted Subsidiary
for the purpose of making a Restricted Payment unless such Investment is made using the Base Available Amount or the Available Amount
(which such use in accordance with this proviso, other than with respect to usage of the Base Available Amount, shall be subject to the
requirement that Holdings shall be in compliance with the financial covenants set forth in Section 7.1 on a pro forma basis
as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1 at
the time of such Investment);


 


(i)             Investments
(including debt obligations) received in the ordinary course of business by Holdings or any of its Restricted Subsidiaries in connection
with the bankruptcy or reorganization of suppliers, customers and other Persons and in settlement of delinquent obligations of, and other
disputes with, suppliers, customers and other Persons arising in the ordinary course of business;


 


(j)             Investments
by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary;


 


(k)            Investments
in existence on, or pursuant to legally binding written commitments in existence on, the Closing Date (after giving effect to the Transactions)
and listed on Schedule 7.7 and, in each case, any extensions or renewals thereof, so long as the amount of any Investment made pursuant
to this clause (k) is not increased (other than pursuant to such legally binding commitments);


 






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(l)             Investments
of Holdings or any of its Restricted Subsidiaries under Hedge Agreements permitted hereunder;


 


(m)           Investments
of any Person in existence at the time such Person becomes a Restricted Subsidiary; provided that such Investment was not made
in connection with or in anticipation of such Person becoming a Restricted Subsidiary;


 


(n)            Investments
made on, prior or after the Closing Date to consummate the Transactions and in connection with the Social Gaming IPO Documents;


 


(o)            to
the extent constituting Investments, transactions expressly permitted (other than by reference to this Section 7.7 or any clause
thereof) under Sections 7.4, 7.5, 7.6 and 7.8;


 


(p)            Subsidiaries
of Holdings may be established or created, if (i) to the extent such new Subsidiary is a Domestic Subsidiary, Holdings and such Subsidiary
comply with the provisions of Section 6.8(c) and (ii) to the extent such new Subsidiary is a Foreign Subsidiary, Holdings
complies with the provisions of Section 6.8(d); provided that, in each case, to the extent such new Subsidiary is created
solely for the purpose of consummating a merger, consolidation, amalgamation or similar transaction pursuant to an acquisition permitted
by this Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any consideration contributed
to it contemporaneously with the closing of such transactions, such new Subsidiary shall not be required to take the actions set forth
in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated (at which time the surviving entity
of the respective transaction shall be required to so comply within ten Business Days or such longer period as the Administrative Agent
shall agree);


 


(q)            Investments
arising directly out of the receipt by Holdings or any of its Restricted Subsidiaries of non-cash consideration for any sale of assets
permitted under Section 7.5;


 


(r)            Investments
resulting from pledges and deposits referred to in Sections 7.3(c) and (d);


 


(s)            Investments
consisting of (i) the licensing, sublicensing, cross-licensing, pooling or contribution of, or similar arrangements with respect
to, Intellectual Property, and (ii) the transfer or licensing of non-U.S. Intellectual Property to a Foreign Subsidiary;


 


(t)            any
Investment in a Non-Guarantor Subsidiary or in a joint venture to the extent such Investment is substantially contemporaneously repaid
in full with a dividend or other distribution from such Non-Guarantor Subsidiary or joint venture;


 


(u)            Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform
Commercial Code Article 4 customary trade arrangements with customers;


 


(v)            additional
Investments so long as the aggregate amount thereof outstanding at no time exceeds the sum of (i) an amount equal to the Base Available
Amount plus (ii) an amount equal to the Available Amount; provided that no Investment may be made pursuant to this
clause (v) in any Unrestricted Subsidiary for the purpose of making a Restricted Payment unless such Investment is made using the
Base Available Amount or the Available Amount (which such use in accordance with this proviso, other than with respect to usage of the
Base Available Amount, shall be subject to the requirement that Holdings shall be in compliance with the financial


 






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covenants set forth
in Section 7.1 on a pro forma basis as of the end of the most recently ended Test Period for which financial statements have
been delivered pursuant to Section 6.1 at the time of such Investment);


 


(w)           advances
of payroll payments to employees, or fee payments to directors or consultants, in the ordinary course of business;


 


(x)            Investments
constituting loans or advances in lieu of Restricted Payments permitted pursuant to Section 7.6;


 


(y)            additional
Investments; provided that (i) immediately before and after giving effect to any such Investment, no Event of Default shall
have occurred and be continuing and (ii) the Consolidated Total Leverage Ratio shall not exceed 1.75 to 1.00 on a pro forma
basis as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1
at the time of such Investment; provided that the aggregate amount of any such Investments made by any Loan Party in any Non-Guarantor
Subsidiary pursuant to this clause (y) shall not exceed, when taken together with the aggregate amount of Permitted Acquisitions
of Persons that do not become Subsidiary Guarantors and Investments in Unrestricted Subsidiaries, joint ventures or similar arrangements
pursuant to clauses (f) and (y) of this Section 7.7, the greater of $10,000,000 and 5.0% of Consolidated Total Assets at
the time of such Investment;


 


(z)            (i) Investments
by any Loan Party in any Non-Guarantor Subsidiary of Capital Stock, Property and cash with an aggregate value not to exceed the aggregate
value of any Capital Stock, Property and cash previously transferred to any Loan Party pursuant to any Investment made in, or any dividend
or similar distribution paid to, any Loan Party by any Non-Guarantor Subsidiary on and after the Closing Date; provided that the
aggregate amount of any such Investments made in cash by any Loan Party in any Non-Guarantor Subsidiary pursuant to this sub-clause (i) shall
not exceed the aggregate amount of Investments in cash previously made by any Non-Guarantor Subsidiary in any Loan Party and cash dividends
and similar cash distributions received by any Loan Party from any Non-Guarantor Subsidiary, in each case, on and after the Closing Date;
provided, further, that (x) to the extent that any such Investment by any Non-Guarantor Subsidiary in any Loan Party
is made in the form of Indebtedness owing by a Loan Party to a Non-Guarantor Subsidiary, the amount of any payment of principal and interest
and other amounts paid in respect of such Indebtedness shall be treated as an Investment in the applicable Non-Guarantor Subsidiary and
shall be included for purposes of determining compliance with the limitations on Investments by Loan Parties in Non-Guarantor Subsidiaries,
and (y) any such Investment consisting of loans or advances made by any Non-Guarantor Subsidiary to any Loan Party shall be subordinated
to the Obligations in a manner reasonably satisfactory to the Administrative Agent; provided, however, that the terms of
such subordination shall not provide for any restrictions on repayment of such intercompany Investments unless an Event of Default has
occurred and is continuing hereunder; and (ii) other Investments by any Loan Party in any Non-Guarantor Subsidiary not to exceed
the sum of (A) the amount, if any, that is then available for Investments pursuant to Section 7.7(h)(A), plus (B) an
amount equal to the Base Available Amount, plus (C) an amount equal to the Available Amount; provided, that no Investment
may be made pursuant to this clause (z) in any Unrestricted Subsidiary for the purpose of making a Restricted Payment unless such
Investment is made using the Base Available Amount or the Available Amount (which such use in accordance with this proviso, other than
with respect to usage of the Base Available Amount, shall be subject to the requirement that Holdings shall be in compliance with the
financial covenants set forth in Section 


 






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7.1 on a pro forma basis as of the end of the most recently ended Test Period for
which financial statements have been delivered pursuant to Section 6.1 at the time of such Investment);


 


(aa)          Investments
to the extent that payment for such Investments is made solely by the issuance of Capital Stock (other than Disqualified Capital Stock)
of Holdings (or any Parent Company) to the seller of such Investments; and


 


(bb)         Investments
in respect of prize, jackpot, deposit, payment processing and player account management operations, including as may be placed in trust
accounts.


 


It is further understood and agreed that for purposes of determining
the value of any Investment outstanding for purposes of this Section 7.7, such amount shall be deemed to be the amount of such Investment
when made, purchased or acquired less any returns on such Investment (not to exceed the original amount invested).


 


7.8            Prepayments,
Etc. of Indebtedness; Amendments. Prepay, redeem, purchase, defease or otherwise satisfy prior to the day that is 90 days before
the scheduled maturity thereof in any manner any Indebtedness that is expressly subordinated by contract in right of payment to the Obligations
(other than intercompany Indebtedness so long as no Event of Default shall have occurred and be continuing) or any Indebtedness that
is secured by all or any part of the Collateral on a junior basis relative to the Obligations (collectively, “Junior Financing”)
(it being understood that payments of regularly scheduled interest and principal on all of the foregoing shall be permitted), or make
any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) a prepayment, redemption,
purchase, defeasement or other satisfaction of Junior Financing made in an amount not to exceed the (A) the Base Available Amount
plus (B) the Available Amount; provided that (x) immediately before and immediately after giving pro forma effect
to such prepayment, redemption, purchase, defeasement or other satisfaction, no Event of Default shall have occurred and be continuing
and (y) immediately after giving effect to any such prepayment, redemption, purchase, defeasement or other satisfaction, other than
with respect to usage of the Base Available Amount, Holdings shall be in compliance with the financial covenants set forth in Section 7.1
on a pro forma basis as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant
to Section 6.1, (ii) the conversion of any Junior Financing to Capital Stock (other than Disqualified Capital Stock) or the
prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing with the proceeds of an Equity Issuance Not Otherwise
Applied (other than Disqualified Capital Stock or Cure Amounts), (iii) the refinancing of any Junior Financing with any Permitted
Refinancing thereof, (iv) the prepayment, redemption, purchase, defeasance or other satisfaction of any Indebtedness incurred or
assumed pursuant to Section 7.2(r) or (s) and (v) additional prepayments, redemptions, purchases, defeasements or
other satisfactions of Junior Financing; provided that (i) immediately before and after giving effect thereto, no Event of
Default shall have occurred and be continuing and (ii) the Consolidated Total Leverage Ratio shall not exceed 1.50 to 1.00 on a
pro forma basis as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant
to Section 6.1 at the time thereof.


 


7.9            Transactions
with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of Property, the rendering of any service
or the payment of any management, advisory or similar fees, with any Affiliate thereof (other than Holdings or any of its Restricted
Subsidiaries) unless such transaction is (a) otherwise not prohibited under this Agreement and (b) upon fair and reasonable
terms no less favorable to Holdings or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s
length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, Holdings and its Restricted Subsidiaries may
(i) pay fees, indemnities and expenses pursuant to the Intercompany Services Agreement and, without duplication, pay to any Parent
Company that is the Public Parent or its subsidiary fees and expenses in connection with the Transactions; (ii) enter  


 






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 into any transaction
with an Affiliate that is not prohibited by the terms of this Agreement to be entered into by Holdings or such Restricted Subsidiary
with an Affiliate, including the entry into and performance of the Social Gaming IPO Documents (other than the payment of any Restricted
Payment that is not permitted pursuant to Section 7.6); (iii) make any Restricted Payment permitted pursuant to Section 7.6
or any Investment permitted pursuant to Section 7.7; (iv) perform their obligations pursuant to the Transactions, provided
that any Restricted Payment in connection therewith are otherwise permitted pursuant to Section 7.6; (v) enter into transactions
with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business; (vi) without
being subject to the terms of this Section 7.9, enter into any transaction with any Person which is an Affiliate of Holdings or
the Borrower only by reason of such Person and Holdings or the Borrower, as applicable, having common directors; (vii) issue Capital
Stock to the Sponsor, any other direct or indirect owner of Holdings (including any Parent Company), or any director, officer, employee
or consultant thereof; (viii) enter into the transactions allowed pursuant to Section 10.6; (ix) enter into transactions
set forth on Schedule 7.9; and (x) enter into joint purchasing arrangements with the Sponsor in the ordinary course of business
or otherwise consistent with past practice. For the avoidance of doubt, this Section 7.9 shall not apply to employment, benefits,
compensation, bonus, retention and severance arrangements with, and payments of compensation or benefits (including customary fees, expenses
and indemnities) to or for the benefit of, current or former employees, consultants, officers or directors of Holdings or any of its
Restricted Subsidiaries in the ordinary course of business. For purposes of this Section 7.9, any transaction with any Affiliate
shall be deemed to have satisfied the standard set forth in clause (b) of the first sentence hereof if such transaction is approved
by a majority of the Disinterested Directors of the Board of Directors of Holdings or such Restricted Subsidiary, as applicable. “Disinterested
Director” shall mean, with respect to any Person and transaction, a member of the Board of Directors of such Person who does
not have any material direct or indirect financial interest in or with respect to such transaction. A member of any such Board of Directors
shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Borrower, Holdings
or any Parent Company or any options, warrants or other rights in respect of such Capital Stock.


 


7.10            Sales
and Leasebacks. Enter into any arrangement with any Person providing for the leasing by Holdings or any of its Restricted Subsidiaries
of real or personal Property which is to be sold or transferred by Holdings or any of its Restricted Subsidiaries (a) to such Person
or (b) to any other Person to whom funds have been or are to be advanced by such Person on the security of such Property or rental
obligations of Holdings or any of its Restricted Subsidiaries, except for (i) any such arrangement entered into in the ordinary
course of business of Holdings or any of its Restricted Subsidiaries, (ii) sales or transfers by Holdings or any of its Restricted
Subsidiaries to any Loan Party, (iii) sales or transfers by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary that
is a Restricted Subsidiary and (iv) any such arrangement to the extent that the Fair Market Value of such Property does not exceed
the greater of (i) $15,000,000 and (ii) 6.0% of Consolidated Total Assets at the time of such event, in the aggregate for all
such arrangements.


 


7.11            Changes
in Fiscal Periods. Permit the fiscal year of Holdings to end on a day other than December 31; provided, that Holdings
may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative
Agent, in which case, Holdings, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any
adjustments to this Agreement that are necessary to reflect such change in fiscal year.


 


7.12            Negative
Pledge Clauses. Enter into any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer
to exist any Lien upon any of its Property, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any
Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than:


 






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(a)            this
Agreement, the other Loan Documents and any Other Intercreditor Agreement;


 


(b)            any
agreements governing Indebtedness and/or other obligations secured by a Lien permitted by this Agreement (in which case, any prohibition
or limitation shall only be effective against the assets subject to such Liens permitted by this Agreement);


 


(c)            software
and other Intellectual Property licenses pursuant to which such Loan Party is the licensee of the relevant software or Intellectual Property,
as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject to the applicable license);


 


(d)            Contractual
Obligations incurred in the ordinary course of business which (i) limit Liens on the assets that are the subject of the applicable
Contractual Obligation or (ii) contain customary provisions restricting the assignment, transfer or pledge of such agreements;


 


(e)            any
agreements regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which
case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries);


 


(f)            prohibitions
and limitations in effect on the Closing Date and listed on Schedule 7.12;


 


(g)            customary
provisions contained in joint venture agreements and other similar agreements applicable to joint ventures not prohibited by this Agreement;


 


(h)            customary
provisions restricting the subletting, assignment, pledge or other transfer of any lease governing a leasehold interest;


 


(i)            customary
restrictions and conditions contained in any agreement relating to any Disposition of Property, leases, subleases, licenses, sublicenses,
cross license, pooling and similar agreements not prohibited hereunder;


 


(j)            any
agreement in effect at the time any Person becomes a Subsidiary of Holdings or is merged with or into Holdings, so long as such agreement
was not entered into in contemplation of such Person becoming a Subsidiary of Holdings or of such merger;


 


(k)            restrictions
imposed by applicable law or regulation or license requirements;


 


(l)            restrictions
in any agreements or instruments relating to any Indebtedness permitted to be incurred by this Agreement (including indentures, instruments
or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings
of the foregoing) (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not
materially more restrictive on the Restricted Subsidiaries than the encumbrances contained in this Agreement (as determined in good faith
by the Borrower) or (ii) if such encumbrances and restrictions are customary for similar financings in light of prevailing market
conditions at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith
that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to create
and maintain the Liens on the Collateral pursuant to the Security Documents;


 






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(m)            restrictions
in respect of Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(y) relating solely to the assets or proceeds
thereof secured by such Indebtedness;


 


(n)            customary
provisions restricting assignment of any agreement entered into in the ordinary course of business; and


 


(o)            restrictions
arising in connection with cash or other deposits not prohibited hereunder and limited to such cash or other deposit.


 


7.13            Clauses
Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary
to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed
to, Holdings or any of its Restricted Subsidiaries or (b) make Investments in Holdings or any of its Restricted Subsidiaries, except
for such encumbrances or restrictions existing under or by reason of or consisting of (i) this Agreement or any other Loan Documents
and under any Other Intercreditor Agreement, (ii) an agreement that has been entered into in connection with the Disposition of
all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained
in Real Property leases entered into by Holdings and its Restricted Subsidiaries, so long as the Borrower has determined in good faith
that such net worth provisions would not reasonably be expected to impair the ability of the Borrower to meet its ongoing payment obligations
hereunder or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, (iv) agreements
related to Indebtedness permitted by this Agreement (including indentures, instruments or agreements governing any Permitted Refinancing
Obligations and indentures, instruments or agreements governing any Permitted Refinancings of the foregoing) to the extent that (x) the
encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive on the
Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement (as determined in good faith by the Borrower)
or (y) such encumbrances and restrictions are customary for similar financings in light of prevailing market conditions at the time
of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith that such encumbrances
and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the Obligations when due,
(v) licenses, sublicenses, cross-licensing or pooling by Holdings and its Restricted Subsidiaries of, or similar arrangements with
respect to, Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual
Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting
the assignment, transfer or pledge thereof, (vii) customary provisions contained in joint venture agreements and other similar agreements
applicable to joint ventures not prohibited by this Agreement, (viii) customary provisions restricting the subletting or assignment
of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to any
Disposition of Property, leases, subleases, licenses and similar agreements not prohibited hereunder, (x) any agreement in effect
at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person
becoming a Restricted Subsidiary, (xi) encumbrances or restrictions on cash or other deposits imposed by customers under contracts
entered into in the ordinary course of business, (xii) encumbrances or restrictions imposed by applicable law, regulation or customary
license requirements and (xiii) any agreement in effect on the Closing Date and described on Schedule 7.13.


 


7.14            Limitation
on Hedge Agreements. Enter into any Hedge Agreement other than Hedge Agreements entered into in the ordinary course of business,
and not for speculative purposes.


 






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SECTION 8.          EVENTS
OF DEFAULT


 


8.1            Events
of Default. If any of the following events shall occur and be continuing:


 


(a)            The
Borrower shall fail to pay (i) any principal of any Loan when due in accordance with the terms hereof, (ii) any principal of
any Reimbursement Obligation within three Business Days after any such Reimbursement Obligation becomes due in accordance with the terms
hereof or (iii) any interest owed by it on any Loan or Reimbursement Obligation, or any other amount payable by it hereunder or
under any other Loan Document, within five Business Days after any such interest or other amount becomes due in accordance with the terms
hereof; or


 


(b)            Any
representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate
or other document furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall in either
case prove to have been inaccurate in any material respect and such inaccuracy is adverse to the Lenders on or as of the date made or
deemed made or furnished; or


 


(c)            Any
Loan Party shall default in the observance or performance of any agreement contained in Section 7; provided, that, notwithstanding
anything to the contrary herein, an Event of Default by the Borrower under Section 7.1 shall be subject to the cure rights set forth
in Section 8.2; or


 


(d)            Any
Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document
(other than as provided in paragraphs (a) through (c) of this Section 8.1), and such default shall continue unremedied
for a period of 30 days after the earlier of the date that (x) such Loan Party receives from the Administrative Agent or the Required
Lenders notice of the existence of such default or (y) a Responsible Officer of such Loan Party has knowledge thereof; or


 


(e)            Holdings
or any of its Restricted Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness for Borrowed
Money (excluding the Loans and Reimbursement Obligations) on the scheduled or original due date with respect thereto beyond the period
of grace, if any, provided in the instrument or agreement under which such Indebtedness for Borrowed Money was created; or (ii) default
in making any payment of any interest on any such Indebtedness for Borrowed Money beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness for Borrowed Money was created; or (iii) default in the observance or performance
of any other agreement or condition relating to any such Indebtedness for Borrowed Money or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event of default shall occur, the effect of which payment or other default or
other event of default is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such
holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness for Borrowed Money to become due prior to its
Stated Maturity or to become subject to a mandatory offer to purchase by the obligor thereunder; provided that (A) a default,
event or condition described in this paragraph shall not at any time constitute an Event of Default unless, at such time, one or more
defaults or events of default of the type described in this paragraph shall have occurred and be continuing with respect to Indebtedness
for Borrowed Money the outstanding principal amount of which individually exceeds $5,000,000, and in the case of Indebtedness for Borrowed
Money of the types described in clauses (i) and (ii) of the definition thereof, with respect to such Indebtedness which exceeds
such amount either individually or in the aggregate and (B) this paragraph (e) shall not apply to (i) secured Indebtedness
that becomes due as a result of the sale,


 






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transfer, destruction or other disposition of the Property or assets securing such Indebtedness
for Borrowed Money if such sale, transfer, destruction or other disposition is not prohibited hereunder and under the documents providing
for such Indebtedness, or (ii) any Guarantee Obligations except to the extent such Guarantee Obligations shall become due and payable
by any Loan Party and remain unpaid after any applicable grace period or period permitted following demand for the payment thereof; provided,
further, that no Event of Default under this clause (e) shall arise or result from any change of control (or similar event)
under any other Indebtedness for Borrowed Money that is triggered due to the Permitted Investors (as defined herein) obtaining the requisite
percentage contemplated by such change of control provision, unless both (x) such Indebtedness for Borrowed Money shall become due
and payable or shall otherwise be required to be repaid, repurchased, redeemed or defeased, whether at the option of any holder thereof
or otherwise and (y) at such time, Holdings and/or its Restricted Subsidiaries would not be permitted to repay such Indebtedness
for Borrowed Money in accordance with the terms of this Agreement, or


 


(f)            (i) Public
Parent, Holdings or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such))
shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to
it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part of its assets, or Public Parent, Holdings or any of its
Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such)) shall make a general assignment
for the benefit of its creditors; or (ii) there shall be commenced against Public Parent, Holdings or any of its Restricted Subsidiaries
(other than any Immaterial Subsidiary (whether or not then designated as such)) any case, proceeding or other action of a nature referred
to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Public Parent, Holdings
or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such)) any case, proceeding
or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against substantially all of its
assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending
appeal within 60 days from the entry thereof; or (iv) Public Parent, Holdings or any of its Restricted Subsidiaries (other than
any Immaterial Subsidiary (whether or not then designated as such)) shall consent to or approve of, or acquiesce in, any of the acts
set forth in clause (i), (ii), or (iii) above; or (v) Public Parent, Holdings or any of its Restricted Subsidiaries (other
than any Immaterial Subsidiary (whether or not then designated as such)) shall generally not, or shall be unable to, or shall admit in
writing its inability to, pay its debts as they become due; or


 


(g)            (i) Holdings
or any of its Restricted Subsidiaries shall incur any liability in connection with any “prohibited transaction” (as defined
in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) a failure to meet the minimum funding standards
(as defined in Section 302(a) of ERISA), whether or not waived, shall exist with respect to any Single Employer Plan or any
Lien in favor of the PBGC or a Plan shall arise on the assets of Holdings or any of its Restricted Subsidiaries, (iii) a Reportable
Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer
or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably
likely to result in the termination of such 


 






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Single Employer Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
shall terminate in a distress termination under Section 4041(c) of ERISA or in an involuntary termination by the PBGC under
Section 4042 of ERISA, (v) Holdings or any of its Restricted Subsidiaries shall, or is reasonably likely to, incur any liability
as a result of a withdrawal from, or the Insolvency of, a Multiemployer Plan or (vi) any event or condition described in clauses
(ii) through (v) above shall occur or exist with respect to a Commonly Controlled Plan; and in each case in clauses (i) through
(vi) above, which event or condition, together with all other such events or conditions, if any, would reasonably be expected to
have a Material Adverse Effect; or


 


(h)            One
or more final judgments or decrees shall be entered against Holdings or any of its Restricted Subsidiaries (other than any Immaterial
Subsidiary (whether or not then designated as such)) pursuant to which Holdings and any such Restricted Subsidiaries taken as a whole
has a liability (not paid or fully covered by third-party insurance or effective indemnity) of $5,000,000 or more (net of any amounts
which are covered by insurance or an effective indemnity), and all such judgments or decrees shall not have been vacated, discharged,
dismissed, stayed or bonded within 60 days from the entry thereof; or


 


(i)            (i) Any
of the Security Documents shall cease, for any reason (other than by reason of the express release thereof in accordance with the terms
thereof or hereof) to be in full force and effect or shall be asserted in writing by the Borrower or any Guarantor not to be a legal,
valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Security Document with
respect to any material portion of the Collateral of the Loan Parties on a consolidated basis shall cease to be, or shall be asserted
in writing by any Loan Party not to be, a valid and perfected security interest (having the priority required by this Agreement or the
relevant Security Document) in the securities, assets or properties covered thereby, except to the extent that (x) any such loss
of perfection or priority results from limitations of foreign laws, rules and regulations as they apply to pledges of Capital Stock
in Foreign Subsidiaries or the application thereof, or from the failure of the Collateral Agent to maintain possession of certificates
actually delivered to it representing securities pledged under the Guarantee and Collateral Agreement or otherwise or to file Uniform
Commercial Code continuation statements, (y) such loss is covered by a lender’s title insurance policy and the Administrative
Agent shall be reasonably satisfied with the credit of such insurer or (z) any such loss of validity, perfection or priority is
the result of any failure by the Collateral Agent to take any action within its sole control necessary to secure the validity, perfection
or priority of the security interests or (iii) the Guarantee Obligations pursuant to the Security Documents by any Loan Party of
any of the Obligations shall cease to be in full force and effect (other than in accordance with the terms hereof or thereof), or such
Guarantee Obligations shall be asserted in writing by any Loan Party not to be in effect or not to be legal, valid and binding obligations;
or


 


(j)            (i) Holdings
shall cease to own, directly or indirectly, 100% of the Capital Stock of the Borrower; (ii) for any reason whatsoever, any “person”
or “group” (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date, but excluding any
employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan, and excluding the Permitted Investors) shall become the “beneficial owner” (within
the meaning of Rule 13d-3 and 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, of more than
the greater of (x) 35% of the then outstanding voting securities having ordinary voting power of Holdings and (y) the percentage
of the then outstanding voting securities having ordinary voting power of Holdings owned, directly or indirectly, beneficially (within
the meaning of Rule 13d-3 and 13d-5 of the Exchange Act as in effect on the Closing Date) by the Permitted Investors (it being understood
that if any such person or group includes one or more Permitted Investors, the 


 






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outstanding voting securities having ordinary voting power
of Holdings directly or indirectly owned by the Permitted Investors that are part of such person or group shall not be treated as being
owned by such person or group for purposes of determining whether this clause (y) is triggered); (iii) for any reason whatsoever,
any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing
Date, but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan, and excluding the Permitted Investors) shall become the “beneficial
owner” (within the meaning of Rule 13d-3 and 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly,
of more than the greater of (x) 35% of the then outstanding voting securities having ordinary voting power of Scientific Games and
(y) the percentage of the then outstanding voting securities having ordinary voting power of Scientific Games owned, directly or
indirectly, beneficially (within the meaning of Rule 13d-3 and 13d-5 of the Exchange Act as in effect on the Closing Date) by the
Permitted Investors (it being understood that if any such person or group includes one or more Permitted Investors, the outstanding voting
securities having ordinary voting power of Holdings directly or indirectly owned by the Permitted Investors that are part of such person
or group shall not be treated as being owned by such person or group for purposes of determining whether this clause (y) is triggered)
or (iv) for any reason whatsoever, any “person” or “group” (within the meaning of Rule 13d-5 of the
Exchange Act as in effect on the Closing Date, but excluding any employee benefit plan of such person and its subsidiaries, and any person
or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and excluding the Permitted
Investors) shall become the “beneficial owner” (within the meaning of Rule 13d-3 and 13d-5 of the Exchange Act as in
effect on the Closing Date), directly or indirectly, of more than the greater of (x) 35% of the then outstanding voting securities
having ordinary voting power of the Public Parent and (y) the percentage of the then outstanding voting securities having ordinary
voting power of the Public Parent owned, directly or indirectly, beneficially (within the meaning of Rule 13d-3 and 13d-5 of the
Exchange Act as in effect on the Closing Date) by the Permitted Investors (it being understood that if any such person or group includes
one or more Permitted Investors, the outstanding voting securities having ordinary voting power of Holdings directly or indirectly owned
by the Permitted Investors that are part of such person or group shall not be treated as being owned by such person or group for purposes
of determining whether this clause (y) is triggered) (any of the foregoing, a “Change of Control”);


 


then, and in any such event, (A) if such event is an Event of
Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments
shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement
and the other Loan Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, either
or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to be
terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the
Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other
Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the case of all Letters
of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph,
the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate
then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative
Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been backstopped or 


 






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been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder
and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations
shall have been satisfied and all other obligations of the Borrower then due and owing hereunder and under the other Loan Documents shall
have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person
as may be lawfully entitled thereto). Except as expressly provided above in this Section 8.1 or otherwise in any Loan Document,
presentment, demand and protest of any kind are hereby expressly waived by the Borrower.


 


8.2            Right
to Cure.


 


(a)            Notwithstanding
anything to the contrary contained in Section 8.1, in the event that Holdings fails to comply with the requirements of the financial
covenants set forth in Section 7.1 at any time when Holdings is required to comply with such financial covenants pursuant to the
terms thereof, then (A) after the end of the most recently ended fiscal quarter of Holdings until the expiration of the tenth Business
Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 6.1(a) or (b) (the
last day of such period being the “Anticipated Cure Deadline”), Holdings shall have the right to issue common Capital
Stock for cash and contribute the proceeds therefrom in the form of common Capital Stock or in another form reasonably acceptable to
the Administrative Agent to the Borrower or obtain a contribution to its equity (which shall be in the form of common equity or otherwise
in a form reasonably acceptable to the Administrative Agent) (the “Cure Right”), and upon the receipt by the Borrower
of such cash (the “Cure Amount”), pursuant to the exercise by Holdings of such Cure Right, the calculation of Consolidated
EBITDA as used in the financial covenants set forth in Section 7.1 shall be recalculated giving effect to the following pro forma
adjustments:


 


(i)            Consolidated
EBITDA for such fiscal quarter (and for any subsequent period that includes such fiscal quarter) shall be increased, solely for the purpose
of measuring the financial covenants set forth in Section 7.1 and not for any other purpose under this Agreement (including but
not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of Available
Amount) or determining the Applicable Commitment Fee Rate or Applicable Margin), by an amount equal to the Cure Amount; provided
that no Cure Amount shall reduce Indebtedness on an actual or pro forma basis for any Test Period including the applicable period
for purposes of calculating the financial covenants set forth in Section 7.1, nor shall any Cure Amount held by the Borrower qualify
as cash or Cash Equivalents for the purposes of calculating any net obligations or liabilities under the terms of this Agreement; and


 


(ii)            If,
after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the financial covenants
set forth in Section 7.1, Holdings shall be deemed to have satisfied the requirements of the financial covenants set forth in Section 7.1
as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and
the applicable breach or default of the financial covenants set forth in Section 7.1 that had occurred shall be deemed cured for
all purposes of this Agreement; and


 


(B) upon receipt by the Administrative Agent of written notice,
on or prior to the Anticipated Cure Deadline, that Holdings intends to exercise the Cure Right in respect of a fiscal quarter, (x) 
the Lenders shall not be permitted to accelerate Loans held by them, to terminate the Revolving Commitments held by them or to exercise
remedies against the Collateral or any other remedies on the basis of a failure to comply with the requirements of the financial covenants
set forth in Section 7.1 unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated
Cure Deadline and (y) the  






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obligations of each Lender to make any Loan or each Issuing Bank to issue any Letter of Credit hereunder
shall cease until the Cure Amount has been received by the Borrower.




 


(b)            Notwithstanding
anything herein to the contrary, (i) in each four consecutive fiscal-quarter period there shall be at least two fiscal quarters
in respect of which the Cure Right is not exercised, (ii) there can be no more than five fiscal quarters in respect of which the
Cure Right is exercised during the term of the Facilities and (iii) for purposes of this Section 8.2, the Cure Amount utilized
shall be no greater than the minimum amount required to remedy the applicable failure to comply with the financial covenants set forth
in Section 7.1.


 


SECTION 9.     THE
AGENTS


 


9.1            Appointment.
Each Lender and Issuing Lender hereby irrevocably designates and appoints each Agent as the agent of such Lender under the Loan Documents
and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of the
applicable Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of
the applicable Loan Documents, together with such other powers as are reasonably incidental thereto, including the authority to enter
into any Other Intercreditor Agreement, any Incremental Amendment and any Extension Amendment. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Loan Document or otherwise exist against the Agents.


 


9.2            Delegation
of Duties. Each Agent may execute any of its duties under the applicable Loan Documents by or through any of its branches, agents
or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall
be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care. Each Agent and
any such agent or attorney-in-fact may perform any and all of its duties by or through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such agent or attorney-in-fact and to the Related Parties of each Agent and any such
agent or attorney-in-fact, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Agent.


 


9.3            Exculpatory
Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement
or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court
of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible
in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of
any Loan Party a party thereto to perform its obligations hereunder or thereunder or the creation, perfection or priority of any Lien
purported to be created by the Security Documents or the value or the sufficiency of any Collateral. The Agents shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party, nor shall any Agent
be required to take any action that, in its opinion or the opinion of its counsel, may expose it to liability that is not subject to


 






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indemnification under Section 10.5 or that is contrary to any Loan Document or applicable law. The Administrative Agent shall not
have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any Issuing Lender,
any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness
of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of the Administrative Agent
or any of its Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to
the Lenders by the Administrative Agent herein.


 


9.4            Reliance
by the Agents. The Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements
of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Agents. Each Agent may
deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action
under the applicable Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders or the Majority Facility Lenders in respect of any Facility) as it deems appropriate or it shall first
be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking
or continuing to take any such action. The Agents shall in all cases be fully protected in acting, or in refraining from acting, under
the applicable Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders
or the Majority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders and all future holders of the Loans. In determining compliance with any conditions hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an
Issuing Lender, the Agents may presume that such condition is satisfactory to such Lender or Issuing Lender unless the Administrative
Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance
of such Letter of Credit.


 


9.5            Notice
of Default. Neither Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless
such Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a “notice of default.” In the event that an Agent receives such a notice, such Agent
shall give notice thereof to the Lenders. The Agents shall take such action with respect to such Default or Event of Default as shall
be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority Facility Lenders in
respect of any Facility); provided that unless and until such Agent shall have received such directions, such Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.


 


9.6            Non-Reliance
on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors,
employees, agents, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by any Agent hereafter
taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation
or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any
Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation
into the business, operations, Property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates
and made its own decision to make its Loans hereunder and enter into 


 






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this Agreement. Each Lender also represents that it will, independently
and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the applicable Loan
Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, Property, financial
and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Agents hereunder, the Agents shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations, Property, condition (financial or otherwise), prospects
or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of either Agent or any of its
officers, directors, employees, agents, attorneys in fact or Affiliates. Each Lender and each Issuing Lender represents and warrants
that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring
or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Bank for the purpose of
making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or
Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and
each Issuing Lender agrees not to assert a claim in contravention of the foregoing. Each Lender and each Issuing Lender represents and
warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities
set forth herein, as may be applicable to such Lender or such Issuing Lender, and either it, or the Person exercising discretion in making
its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring
or holding such commercial loans or providing such other facilities.


 


9.7            Indemnification.
The Lenders severally agree to indemnify each Agent and any Issuing Lender in its capacity as such (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages
in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification is sought after the date
upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate
Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the
payment of the Loans) be imposed on, incurred by or asserted against such Agent or any Issuing Lender in any way relating to or arising
out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein
or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent or any Issuing Lender under or in connection
with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from such Agent’s Issuing Lender’s gross negligence or willful misconduct.
The agreements in this Section 9.7 shall survive the payment of the Loans and all other amounts payable hereunder.


 


9.8            Agent
in Its Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind
of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect
to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under the applicable Loan Documents
as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders”
shall include each Agent in its individual capacity.


 






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9.9            Successor
Agents.


 


(a)            Subject
to the appointment of a successor as set forth herein, any Agent may resign upon 30 days’ notice to the Lenders, the Borrower and
the other Agent effective upon appointment of a successor Agent. Upon receipt of any such notice of resignation, the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under
Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to
approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated,
without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of
the Loans. If no successor Agent shall have been so appointed by the Required Lenders with such consent of the Borrower and shall have
accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may,
on behalf of the Lenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor
Agent, that shall be a bank that has an office in New York, New York with a combined capital and surplus of at least $500,000,000. After
any retiring Agent’s resignation as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents.


 


(b)            If
at any time either the Borrower or the Required Lenders determine that any Person serving as an Agent is a Defaulting Lender, the Borrower
by notice to the Lenders and such Person or the Required Lenders by notice to the Borrower and such Person may, subject to the appointment
of a successor as set forth herein, remove such Person as an Agent. If such Person is removed as an Agent, the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or
Section 8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which
approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties
of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further
act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. Such removal will,
to the fullest extent permitted by applicable law, be effective on the date a replacement Agent is appointed.


 


(c)            Any
resignation by the Administrative Agent pursuant to this Section 9 shall also constitute its resignation as Issuing Lender. Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender, provided that, to the extent such
successor Administrative Agent is not capable of becoming an Issuing Lender such successor shall not so succeed and become vested and
another Issuing Lender may be appointed in accordance with clause (b) of the definition of “Issuing Lenders,” (ii) the
retiring Issuing Lender shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents,
and (iii) the successor Issuing Lender shall issue letters of credit in substitution for or to backstop the Letters of Credit, if
any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively
assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.


 


9.10            Authorization
to Release Liens and Guarantees. The Agents are hereby irrevocably authorized by each of the Lenders to effect any release or subordination
of Liens or Guarantee Obligations contemplated by Section 10.15.


 






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9.11       Agents
May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding
relative to any Loan Party, to the maximum extent permitted by applicable law, each Agent (irrespective of whether the principal of any
Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether either
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


(a)            to
file a proof of claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the Issuing Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the Issuing Lenders and the Agents and their respective agents and counsel and all other amounts due the
Lenders, the Issuing Lenders and the Agents under Sections 2.5, 3.3 and 10.5) allowed in such judicial proceeding; and


 


(b)            to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Lender to make such payments
to the Agents and, if either Agent shall consent to the making of such payments directly to the Lenders and Issuing Lenders, to pay to
such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of such Agent and its agents and counsel,
and any other amounts due to such Agent under Sections 2.5 and 10.5.


 


Nothing contained herein shall be deemed to authorize
the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Lender to authorize such Agent
to vote in respect of the claim of any Lender or Issuing Lender or in any such proceeding.


 


9.12       Specified
Hedge Agreements and Cash Management Obligations. Except as otherwise expressly set forth herein or in any Security Documents, to
the maximum extent permitted by applicable law, no Person that obtains the benefits of any guarantee by any Guarantor of the Obligations
or any Collateral with respect to any Specified Hedge Agreement entered into by it and Holdings, the Borrower or any Subsidiary Guarantor
or with respect to any Cash Management Obligations owed by Holdings, the Borrower or any Subsidiary Guarantor to such Person shall have
any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise
in respect of the Collateral (including the release or impairment of any Collateral) other than, if applicable, in its capacity as a
Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Section 9
to the contrary, neither Agent shall be required to verify the payment of, or that other satisfactory arrangements have been made with
respect to, Obligations arising under any Specified Hedge Agreement or with respect to Cash Management Obligations unless such Agent
has received written notice of such Obligations, together with such supporting documentation as it may request, from the applicable Person
to whom such Obligations are owed.


 


9.13       Joint
Bookrunners and Co-Documentation Agents. None of the Joint Bookrunners, the Co-Syndication Agent or the Co-Documentation Agents shall
have any duties or responsibilities hereunder in their respective capacities as such.


 






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9.14       Certain
ERISA Matters.


 


(a) Each Lender (x) represents and warrants,
as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto
to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of
doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(i) such Lender is not using “plan assets”
(within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,


 


(ii) the transaction exemption set forth in one or more
PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers),
PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain
transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank
collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable
with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit,
the Commitments and this Agreement,


 


(iii) (A) such Lender is an investment fund managed
by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional
Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the
Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of
Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of
PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv) such other representation, warranty and covenant
as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.


 


(b) In addition, unless either (1) sub-clause
(i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation,
warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents
and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a
Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not,
for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary
with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any
rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 


9.15        Withholding
Taxes. To the extent required by any Requirement of Law, the Administrative Agent may withhold from any payment to any Lender an
amount equivalent to any


 






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applicable
withholding Tax. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold
Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed
or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction
of, withholding Tax ineffective or for any other reason, or if the Administrative Agent reasonably determines that a payment was made
to a Lender pursuant to a Loan Document without deduction of applicable withholding Tax from such payment, such Lender shall indemnify
the Administrative Agent fully, within 10 days after written demand therefor, for all amounts paid, directly or indirectly, by the Administrative
Agent as a Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated
internal costs and out-of-pocket expenses) incurred. A certificate as to the amount of such payment or liability delivered to any Lender
by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set
off and apply any amounts at any time owing to such Lender under any Loan Document against any amounts due the Administrative Agent under
this Section 9.15. The agreements in this Section 9.15 shall survive the resignation and/or replacement of the Administrative
Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all other Obligations. For the avoidance of doubt, the term “Lender” for purposes of this Section 9.15
shall include any Issuing Lender.


 


9.16        Recovery
of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes
a payment hereunder in error to any Lender or any Issuing Lender (the “Credit Party”), whether or not in respect of
an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit
Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount
received by such Credit Party in immediately available funds in the currency so received, with interest thereon, for each day from and
including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation. Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under
which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another)
or similar defense to its obligation to return any Rescindable Amount.  The Administrative Agent shall inform each Credit Party
promptly upon determining that any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount.


 


		SECTION 10.	MISCELLANEOUS



 


10.1        Amendments
and Waivers.


 


(a)          Except
to the extent otherwise expressly set forth in this Agreement (including Sections 2.21, 2.22, 7.11 and 10.16), neither this Agreement,
any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions
of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, subject to the acknowledgment
of the Administrative Agent, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party
to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and
to the other Loan Documents for the purpose of adding, deleting or otherwise modifying any provisions to this Agreement or the other Loan
Documents or changing in any manner the rights or obligations of the Agents, the Issuing Lenders or the Lenders or of the Loan Parties
or their Subsidiaries hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative
Agent may specify in such instrument, any of the requirements of this Agreement or the other Loan



 






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Documents or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or modification shall (A) forgive or reduce
the principal amount or extend the final scheduled date of maturity of any Loan or extend the scheduled date, reduce the stated rate
of any interest, fee or premium payable hereunder (except (x) in connection with the waiver of applicability of any post-default
increase in interest rates (which waiver shall be effective with the consent of the Required Lenders) and (y) that any amendment
or modification of defined terms used in the financial ratios in this Agreement shall not constitute a reduction in the rate of interest
or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration
date of any Lender’s Commitment, in each case without the written consent of each Lender directly and adversely affected thereby;
(B) amend, modify or waive any provision of paragraph (a) of this Section 10.1 without the written consent of all Lenders;
(C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower
of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral
or release all or substantially all of the Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case
without the written consent of all Lenders (except as expressly permitted hereby (including pursuant to Section 7.4 or 7.5) or by
any Security Document); (D) amend, modify or waive any provision of paragraph (a) or (c) of Section 2.14 or Section 6.6
of the Guarantee and Collateral Agreement without the written consent of all Lenders directly and adversely affected thereby; (E) amend,
modify or waive any provision of paragraph (b) of Section 2.14 without the written consent of all Lenders directly and adversely
affected thereby; (F) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility
without the written consent of all Lenders under such Facility; (G) amend, modify or waive any provision of Section 9 without
the written consent of the Agents; (H) amend, modify or waive any provision of Section 3 without the written consent of the
Issuing Lenders; (I) with respect to the making of any Revolving Loan or the issuance, extension or renewal of a Letter of Credit
after the Closing Date, waive any of the conditions precedent set forth in Section 5.2 without the consent of the Required Lenders
(it being understood and agreed that the waiver of any Default or Event of Default effected with the requisite percentage of Lenders
under the other provisions of this Section 10.1 shall be effective to waive such Default or Event of Default, despite the provisions
of this clause (I) and following such waiver such Default or Event of Default shall be treated as cured for all purposes hereunder,
including under Section 5.2 and this clause (I)); or (J) reduce any percentage specified in the definition of Required Lenders
without the written consent of all Revolving Lenders; provided, however, that the consent of the applicable Majority Facility
Lenders shall be required with respect to any amendment that by its terms adversely affects the rights of Lenders under such Facility
in respect of payments hereunder in a manner different from such amendment that affects other Facilities. Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders,
the Agents and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Agents shall be restored
to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be
deemed to be cured and not continuing unless limited by the terms of such waiver; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary herein, any amendment,
modification, waiver or other action which by its terms requires the consent of all Lenders or each affected Lender may be effected with
the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any such Defaulting Lender
may not be increased or extended, the maturity of the Loans of any such Defaulting Lender may not be extended, the rate of interest on
any of such Loans may not be reduced and the principal amount of any of such Loans may not be forgiven, in each case without the consent
of such Defaulting Lender and (y) any amendment, modification, waiver or other action that by its terms adversely affects any such
Defaulting Lender in its capacity as a Lender in a manner that differs in any material respect from, and is more adverse to such Defaulting
Lender or than it is to, other affected Lenders shall require the consent of such Defaulting Lender.


 






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(b)          Notwithstanding
the foregoing, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrower
(i) to add one or more additional credit facilities to this Agreement (it being understood that no Lender shall have any obligation
to provide or to commit to provide all or any portion of any such additional credit facility) and to permit the extensions of credit from
time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement
and the other Loan Documents with Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (ii) to
include appropriately, after the effectiveness of any such amendment (or amendment and restatement), the Lenders holding such credit facilities
in any determination of the Required Lenders and Majority Facility Lenders, as applicable.


 


(c)          In
addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower
and the Lenders providing the relevant Refinancing Revolving Commitments (as defined below), as may be necessary or appropriate, in the
opinion of the Borrower and the Administrative Agent, to provide for the incurrence of Permitted Refinancing Obligations under this Agreement
in the form of a new tranche of Revolving Commitments hereunder (“Refinancing Revolving Commitments”), which Refinancing
Revolving Commitments will be used to refinance all or any portion of the Revolving Commitments hereunder (“Refinanced Revolving
Commitments”); provided that (i) the aggregate amount of such Refinancing Revolving Commitments shall not exceed
the aggregate amount of such Refinanced Revolving Commitments (plus accrued interest, fees, discounts, premiums and expenses) and (ii) except
as otherwise permitted by the definition of the term “Permitted Refinancing Obligations” (including with respect to maturity),
all terms (other than with respect to pricing and fees, which terms shall be as agreed by the Borrower and the applicable Lenders) applicable
to such Refinancing Revolving Commitments shall be substantially identical to, or less favorable to the Lenders providing such Refinancing
Revolving Commitments than, those applicable to such Refinanced Revolving Commitments, other than for any covenants and other terms applicable
solely to any period after the Latest Maturity Date. Any Refinancing Revolving Commitments that have the same terms shall constitute a
single Tranche hereunder. The Borrower shall notify the Administrative Agent of the date on which the Borrower proposes that such Refinancing
Revolving Commitments shall become effective, which shall be a date not less than 10 Business Days after the date on which such notice
is delivered to the Administrative Agent; provided that no such Refinancing Revolving Commitments, and no amendments relating thereto,
shall become effective, unless the Borrower shall deliver or cause to be delivered documents of a type comparable to those described under
clause (vi) of Section 2.21(b).


 


(d)          Furthermore,
notwithstanding the foregoing, if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified
an ambiguity, mistake, omission, defect, or inconsistency, in each case, in any provision of this Agreement or any other Loan Document,
then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without
any further action or consent of any other party to this Agreement or any other Loan Document if the same is not objected to in writing
by the Required Lenders within five Business Days following receipt of notice thereof; it being understood that posting such amendment
electronically on IntraLinks/IntraAgency or another relevant website with notice of such posting by the Administrative Agent to the Required
Lenders shall be deemed adequate receipt of notice of such amendment.


 


(e)          Furthermore,
notwithstanding the foregoing, this Agreement may be amended, supplemented or otherwise modified in accordance with Section 10.16.


 






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10.2        Notices;
Electronic Communications.


 


(a)          All
notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and,
unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after
being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when sent (except in the case of a telecopy notice not
given during normal business hours (New York time) for the recipient, which shall be deemed to have been given at the opening of business
on the next Business Day for the recipient), addressed as follows in the case of the Borrower or the Agents, and as set forth in an administrative
questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such Person or at such other address as may be hereafter
notified by the respective parties hereto:


 


	The Borrower:	Sciplay Holding Company, LLC
	 	c/o SciPlay Corporation
	 	6601 Bermuda Road
	 	Las Vegas, NV 89119
	 	Attention: General Counsel
	 	Telephone: 702-897-7150
	 	 
	With a copy (which shall	 
	not constitute notice) to:	Latham & Watkins LLP
	 	555 11th Street Northwest
	 	Suite 1000
	 	Washington, DC 20016
	 	Attention: Scott Forchheimer
	 	Telecopy: (202) 637-2201
	 	Telephone: (202) 637-3372
	 	 
	Agents:	For Loan Borrowing Notices, Continuations, Conversions, and Payments:
	 	 
	 	Bank of America, N.A.
	 	Building C, 2380 Performance Dr.
	 	Richardson, TX 75082
	 	Mail Code: TX2-984-03-23
	 	Attention: Nora J. Taylor
	 	Telecopy: 214-290-9673
	 	Telephone: 469-201-9149
	 	Email: nora.j.taylor@baml.com
	 	 
	 	For Financial Statements, Certificates, Other Information:
	 	 
	 	Bank of America, N.A.
	 	901 Main Street
	 	Dallas, Texas 75202
	 	Mail Code: TX1-492-14-11
	 	Attention: Ronaldo Naval
	 	Telecopy: 877-511-6124
	 	Telephone: 214-209-1162
	 	Email: ronaldo.naval@baml.com



  






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	Issuing Lender:	Bank of America, N.A.
	 	Mail Code TX1-492-64-01
	 	901 Main, 64th Floor
	 	Dallas, Texas  75202
	 	Attention: Diane Dycus
	 	Telecopy: 214.290.9468
	 	Telephone: 214.209.0935
	 	Email: diane.dycus@baml.com


 


provided
that any notice, request or demand to or upon the Agents, the Lenders or the Borrower shall not be effective until received.


 


(b)          Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved
by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise
agreed by the Administrative Agent and the applicable Lender. Any Agent or the Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval
of such procedures may be limited to particular notices or communications.


 


(c)          The
Borrower hereby acknowledges that (i) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the
Issuing Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain
of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive information other than information
that is publicly available, or not material with respect to Holdings, the Borrower or its Subsidiaries, or their respective securities,
for purposes of the United States Federal and state securities laws (collectively, “Public Information”). The Borrower
hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that is Public Information
and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials
 “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lenders and the Lenders to
treat such Borrower Materials as containing only Public Information (although it may be sensitive and proprietary) (provided, however,
that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.14);
(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated
 “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”;
provided that there is no requirement that the Borrower identify any such information as “PUBLIC.”


 


(d)          THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE
BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its
Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender,


 






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any Issuing Lender or any
other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of
the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent
that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Agent Party or any of its Related Parties;
provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any Issuing Lender
or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 


(e)          Each
of the Borrower, the Administrative Agent and each Issuing Lender may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to such other Persons. Each other Lender may change its address, telecopier or telephone number
for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and each Issuing Lender. In addition,
each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an
effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications
may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual
at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation
on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public
Lender’s compliance procedures and applicable Law, including United States Federal securities laws, to make reference to Borrower
Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain information
other than Public Information.


 


(f)          The
Administrative Agent, the Issuing Lenders and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices
of borrowing) believed in good faith by the Administrative Agent to be given by or on behalf of the Borrower even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein,
or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.


 


10.3        No
Waiver; Cumulative Remedies.


 


(a)          No
failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder
or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.


 


(b)          Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.1
for the benefit of all the Lenders and the Issuing Lenders; provided, however, that the foregoing shall not prohibit (i) each
Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder
and under the other Loan Documents, (ii) each Issuing Lender from exercising the rights and remedies that inure to its benefit (solely
in its capacity as Issuing Lender, as the case may be) hereunder and under the


 






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 other Loan Documents, (iii) any Lender from exercising
setoff rights in accordance with 10.7(b) (subject to the terms of Section 10.7(a)), or (iv) any Lender from filing proofs
of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any
Debtor Relief Law.



 


10.4        Survival
of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.


 


10.5        Payment
of Expenses; Indemnification. Except with respect to Taxes (other than any Taxes that represent liabilities, obligations, losses,
damages, penalties, costs, expenses or disbursements arising from any non-Tax claim), the Borrower agrees (a) to pay or reimburse
each Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the
Facilities (other than fees payable to syndicate members) and the development, preparation, execution and delivery of this Agreement
and the other Loan Documents and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification
hereto or thereto, and, as to the Agents only, the administration of the transactions contemplated hereby and thereby, including the
reasonable fees and disbursements and other charges of a single firm of counsel to the Agents (plus one firm of special regulatory counsel
and one firm of local counsel per relevant jurisdiction as may reasonably be necessary in connection with collateral matters) in connection
with all of the foregoing, (b) to pay or reimburse each Lender and each Agent for all their reasonable and documented out-of-pocket
costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such
other documents referred to in Section 10.5(a) above (including all such costs and expenses incurred in connection with any
legal proceeding, including any proceeding under any Debtor Relief Law or in connection with any workout or restructuring), including
the documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of special regulatory counsel and
a single firm of local counsel per relevant jurisdiction as may reasonably be necessary, for the Agents and the Lenders, taken as a whole
and, in the event of an actual or perceived conflict of interest, where the Agent or Lender affected by such conflict informs the Borrower
and thereafter retains its own counsel, one additional counsel for each Lender or Agent or group of Lenders or Agents subject to such
conflict and (c) to pay, indemnify or reimburse each Lender, each Agent, each Issuing Lender, each Lead Arranger, each Joint Bookrunner
and their respective Affiliates, and their respective Related Parties (each, an “Indemnitee”) for, and hold each Indemnitee
harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising
out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding
relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the
other Loan Documents and any such other documents referred to in Section 10.5(a) above and the transactions contemplated hereby
and thereby, including any of the foregoing relating to the use of proceeds of the Loans or any actual or alleged presence, Release or
threatened Release of Hazardous Materials on or from any Property currently or formerly owned or operated by the Borrower or any of its
Subsidiaries, or any other Environmental Liability related in any way to the Borrower or any of its Subsidiaries and the fees and disbursements
and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower hereunder
(all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that, the Borrower
shall not have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities
have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties as determined
by a court of competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto), (ii) a material breach
of the Loan Documents by such Indemnitee or its Related Parties as determined by a court of competent jurisdiction in a final non-appealable
decision (or


 






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settlement tantamount thereto) or (iii) disputes solely among Indemnitees or their Related Parties (it being understood
that this clause (iii) shall not apply to the indemnification of an Agent or Lead Arranger in a suit involving an Agent or Lead
Arranger in its capacity as such that does not involve an act or omission by any Parent Company, Holdings, Borrower or any of its Subsidiaries
as determined by a court of competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto)). For purposes
hereof, a “Related Party” of an Indemnitee means (i) if the Indemnitee is any Agent or any of its Affiliates or their
respective partners that are natural persons, members that are natural persons, officers, directors, employees, agents and controlling
Persons, any of such Agent and its Affiliates and their respective officers, directors, employees, agents and controlling Persons; provided
that solely for purposes of Section 9, references to each Agent’s Related Parties shall also include such Agent’s
trustees and advisors, and (ii) if the Indemnitee is any Lender or any of its Affiliates or their respective partners that are natural
persons, members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Lender and its
Affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 10.5
shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this
Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or
address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5
shall survive repayment of the Obligations.


 





 


10.6          Successors
and Assigns; Participations and Assignments.


 


(a)            The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) subject
to Section 7.4(j), the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void)
and (ii) subject to Sections 2.20 and 2.22(e), no Lender may assign or otherwise transfer its rights or obligations hereunder except
in accordance with this Section 10.6.


 


(b)            (i) 
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, assign (other
than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), all or a
portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing
to it) with the prior written consent (such consent not to be unreasonably withheld or delayed, it being understood that it shall be deemed
reasonable for the Borrower to withhold such consent in respect of a prospective Lender if the Borrower reasonably believes such prospective
Lender would constitute a Disqualified Institution) of:


 


(A)            the
Borrower; provided that no consent of the Borrower shall be required for an assignment of (x) Revolving Loans to an Affiliate
or an Approved Fund of the assigning Revolving Lender (other than a Defaulting Lender) or (y) any Loan or Commitment if an Event
of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person and, provided, further,
that a consent under this clause (A) shall be deemed given if the Borrower shall not have objected in writing to a proposed assignment
within ten Business Days after receipt by it of a written notice thereof from the Administrative Agent; and


 


(B)           the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an
Affiliate of a Lender or an Approved Fund; and


 






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(C)            each
Issuing Lender.


 


(ii)            Subject
to Sections 2.20 and 2.22(e), assignments shall be subject to the following additional conditions:


 


(A)           except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender
subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption)
shall be in an integral multiple of $2,500,000, unless the Borrower and the Administrative Agent otherwise consent; provided that
(1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred
and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;


 


(B)           the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement
system acceptable to the Administrative Agent and the Borrower (or, at the Borrower’s request, manually) together with a processing
and recordation fee of $3,500 to be paid by either the applicable assignor or assignee (which fee may be waived or reduced in the sole
discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments
to or by two or more related Approved Funds; and


 


(C)           the
Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax
forms required to be delivered pursuant to Section 2.16(e).


 


For the purposes of this Section 10.6, “Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans
and similar extensions of credit in the ordinary course and that is administered or managed by (I) a Lender, (II) an Affiliate
of a Lender, (III) an entity or an Affiliate of an entity that administers or manages a Lender or (IV) an entity or an Affiliate
of an entity that is the investment advisor to a Lender. Notwithstanding the foregoing, no Lender shall be permitted to make assignments
under this Agreement to any Disqualified Institutions without the written consent of the Borrower.


 


(iii)           Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment
and Assumption, the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption, covering all of the assigning Lender’s rights and/or obligations under this Agreement, such Lender shall cease to be
a party hereto but shall continue to be subject to the obligations under and entitled to the benefits of Sections 2.15, 2.16, 2.17, 10.5
and 10.14 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of
this Section 10.6 (and will be required to comply therewith), other than any sale to a Disqualified Institution, which shall be null
and void.


 






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(iv)           The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of
each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amount (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The Borrower, the Administrative Agent, the Issuing Lenders and the Lenders shall treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement
(and the entries in the Register shall be conclusive absent demonstrable error for such purposes), notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower and, with respect to their own interests, the Issuing Lenders and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.


 


(v)            Upon
its receipt of a duly completed Assignment and Assumption, executed by an assigning Lender and an Assignee (except as contemplated by
Sections 2.20 and 2.22(e)), the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender
hereunder) and all applicable tax forms required to be delivered pursuant to Section 2.16(e), the processing and recordation fee
referred to in paragraph (b) of this Section 10.6 (unless waived by the Administrative Agent) and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and promptly
record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has
been recorded in the Register as provided in this paragraph.


 


(c)            (i) Any
Lender may, without the consent of any Person, in compliance with applicable law, sell participations (other than to any Disqualified
Institution) to one or more banks or other entities (a “Participant”), in all or a portion of such Lender’s rights
and/or obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lenders
and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and/or
obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to the proviso
to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this
Section 10.6, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject
to the requirements and limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section 10.6 (it being understood that the documentation required under Section 2.16(e) shall
be delivered solely to the participating Lender). Notwithstanding the foregoing, no Lender shall be permitted to sell participations under
this Agreement to any Disqualified Institutions without the written consent of the Borrower.


 


(ii)            A
Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.16 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive
a greater amount results form a change in Requirement of Law that occurs after the Participant acquires the applicable participation,
or unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (not to be unreasonably
withheld, conditioned or delayed).


 






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(iii)            Each
Lender that sells a participation, acting solely for U.S. federal income tax purposes as a non-fiduciary agent of the Borrower, shall
maintain at one of its offices a register on which it enters the name and addresses of each Participant, and the principal amounts (and
stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments,
Loans, Letters of Credit or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably
and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation
is in registered form under Section 5f.103-1(c) of the Treasury Regulations and Section 1.163-5(b) of the Proposed
Treasury Regulations (or any amended or successor version). Unless otherwise required by the Internal Revenue Service, any disclosure
required by the foregoing sentence shall be made by the relevant Lender directly and solely to the Internal Revenue Service. The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary.
For the avoidance of doubt, the Administrative Agent (it its capacity as such) shall have no responsibility for maintaining a Participant
Register.


 


(d)            Any
Lender may, without the consent of or notice to the Administrative Agent or the Borrower, at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank or other central banking authority, and this Section 10.6 shall not apply to any such pledge
or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.


 


(e)            The
Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring the same (in the case
of an assignment, following surrender by the assigning Lender of all Notes representing its assigned interests).


 


(f)             The
Borrower may prohibit any assignment if it would require the Borrower to make any filing with any Governmental Authority or qualify any
Loan or Note under the laws of any jurisdiction and the Borrower shall be entitled to request and receive such information and assurances
as it may reasonably request from any Lender or any Assignee to determine whether any such filing or qualification is required or whether
any assignment is otherwise in accordance with applicable law.


 


(g)            None
of the Sponsor, any of the Sponsor’s Affiliates, Holdings or any of its Subsidiaries may acquire by assignment, participation or
otherwise any right to or interest in any of the Commitments or Loans hereunder (and any such attempted acquisition shall be null and
void).


 


(h)            Notwithstanding
anything to the contrary contained herein, the replacement of any Lender pursuant to Section 2.20 or 2.22(e) shall be deemed
an assignment pursuant to Section 10.6(b) and shall be valid and in full force and effect for all purposes under this Agreement.


 


(i)             Any
assignor of a Loan or Commitment or seller of a participation hereunder shall be entitled to rely conclusively on a representation of
the assignee Lender or purchaser of such participation in the relevant Assignment and Assumption or participation agreement, as applicable,
that such assignee or purchaser is not a Disqualified Institution. None of the Lead Arrangers, the Joint Bookrunners or the Agents shall
have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to, Disqualified Institutions.


 






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10.7          Adjustments;
Set off.


 


(a)            Except
to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility,
if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations owing
to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings
of the nature referred to in Section 8.1(f), or otherwise) in a greater proportion than any such payment to or collateral received
by any other Lender, if any, in respect of such other Lender’s Obligations, such Benefited Lender shall purchase for cash from the
other Lenders a participating interest in such portion of each such other Lender’s Obligations, or shall provide such other Lenders
with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits
of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment
or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest.


 


(b)            In
addition to any rights and remedies of the Lenders provided by law, each Lender and each of its Affiliates shall have the right, without
prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any
amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) after the expiration
of any cure or grace periods, to set off and appropriate and apply against such amount any and all deposits (general or special, time
or demand, provisional or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender
or any Affiliate, branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify
the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure
to give such notice shall not affect the validity of such setoff and application.


 


10.8          Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of
this Agreement by facsimile or electronic (i.e., “pdf” or “tiff”) transmission shall be effective as delivery
of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower
and the Administrative Agent.


 


10.9          Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


10.10        Integration.
This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Agents and the Lenders with respect to
the subject matter hereof and thereof.


 


10.11        GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT
THE SAME ARE NOT MANDATORILY APPLICABLE BY


 






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STATUTE AND THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


10.12        Submission
to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)            submits
for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Documents and any Letter of
Credit to which it is a party to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New
York (the “New York Supreme Court”), and the United States District Court for the Southern District of New York (the
 “Federal District Court” and, together with the New York Supreme Court, the “New York Courts”),
and appellate courts from either of them; provided that nothing in this Agreement shall be deemed or operate to preclude (i) any
Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for
the Obligations (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Section 10.12
would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court order
in favor of the Administrative Agent or the Collateral Agent, (ii) any party from bringing any legal action or proceeding in any
jurisdiction for the recognition and enforcement of any judgment and (iii) if all such New York Courts decline jurisdiction over
any person, or decline (or in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding,
a legal action or proceeding may be brought with respect thereto in another court having jurisdiction;


 


(b)            consents
that any such action or proceeding may be brought in the New York Courts and appellate courts from either of them, and waives any objection
that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)            agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.2 or at such other address
of which the Administrative Agent shall have been notified pursuant thereto;


 


(d)            agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and


 


(e)            waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in
this Section 10.12 any special, exemplary, punitive or consequential damages (provided that such waiver shall not limit the
indemnification obligations of the Loan Parties to the extent such special, exemplary, punitive or consequential damages are included
in any third party claim with respect to which the applicable Indemnitee is entitled to indemnification under Section 10.5).


 


10.13        Acknowledgments.
The Borrower hereby acknowledges that:


 


(a)            it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;


 


(b)            neither
the Agents nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement
or any of the other Loan


 






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Documents, and the relationship between the Agents and Lenders, on the one hand, and the Borrower, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor;


 


(c)            no
joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among
the Lenders or among the Borrower and the Lenders;


 


(d)            no
advisory or agency relationship between it and any Agent or Lender (in their capacities as such) is intended to be or has been created
in respect of any of the transactions contemplated hereby,


 


(e)            the
Agents and the Lenders, on the one hand, and the Borrower, on the other hand, have an arms-length business relationship,


 


(f)            the
Borrower is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents,


 


(g)            each
of the Agents and the Lenders is engaged in a broad range of transactions that may involve interests that differ from the interests of
the Borrower and none of the Agents or the Lenders has any obligation to disclose such interests and transactions to the Borrower by virtue
of any advisory or agency relationship, and


 


(h)            none
of the Agents or the Lenders (in their capacities as such) has advised the Borrower as to any legal, tax, investment, accounting or regulatory
matters in any jurisdiction (including the validity, enforceability, perfection or avoidability of any aspect of any of the transactions
contemplated hereby under applicable law, including the U.S. Bankruptcy Code or any consents needed in connection therewith), and none
of the Agents or the Lenders (in their capacities as such) shall have any responsibility or liability to the Borrower with respect thereto
and the Borrower has consulted with its own advisors regarding the foregoing to the extent it has deemed appropriate.


 


To the fullest extent permitted by law, the Borrower hereby waives
and releases any claims that it may have against the Agents and the Lenders with respect to any breach or alleged breach of agency or
fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


10.14        Confidentiality.
Each of the Agents and the Lenders agree to treat any and all information, regardless of the medium or form of communication, that is
disclosed, provided or furnished, directly or indirectly, by or on behalf of the Borrower or any of its Affiliates in connection with
this Agreement or the transactions contemplated hereby (including any potential amendments, modifications or waivers, or any request
therefor), whether furnished before or after the Closing Date (“Confidential Information”), as strictly confidential
and not to use Confidential Information for any purpose other than evaluating the Transactions and negotiating, making available, syndicating
and administering this Agreement (the “Agreed Purposes”). Without limiting the foregoing, each Agent and each Lender
agrees to treat any and all Confidential Information with adequate means to preserve its confidentiality, and each Agent and each Lender
agrees not to disclose Confidential Information, at any time, in any manner whatsoever, directly or indirectly, to any other Person whomsoever,
except (1) to its partners that are natural persons, members that are natural persons, directors, officers, employees, counsel,
advisors, trustees and Affiliates (collectively, the “Representatives”), to the extent necessary to permit such Representatives
to assist in connection with the Agreed Purposes (it being understood that the


 






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Representatives to whom such disclosure is made will be
informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential,
with the applicable Agent or Lender responsible for the breach of this Section 10.14 by such Representatives as if they were party
hereto), (2) to any pledgee referred to in Section 10.6(d) and prospective Lenders and participants in connection with
the syndication (including secondary trading) of the Facilities and Commitments and Loans hereunder (excluding any Disqualified Institution),
in each case who are informed of the confidential nature of the information and agree to observe and be bound by standard confidentiality
terms at least as favorable to the Borrower and its Affiliates as those contained in this Section 10.14, (3) to any party or
prospective party (or their advisors) to any swap, derivative or similar transaction under which payments are made by reference to the
Borrower and the Obligations, this Agreement or payments hereunder, in each case who are informed of the confidential nature of the information
and are instructed to observe and be bound by standard confidentiality terms at least as favorable to the Borrower and its Affiliates
as those contained in this Section 10.14, (4) upon the request or demand of any Governmental Authority having or purporting
to have jurisdiction over it, (5) in response to any order of any Governmental Authority or as may otherwise be required pursuant
to any Requirement of Law, provided, that in the case of clauses (4) and (5) (other than in connection with any routine
audit or examination conducted by bank accountants or regulatory or self-regulatory authority exercising routine examination or regulatory
or self-regulatory authority), the disclosing Agent or Lender, as applicable, agrees, to the extent practicable and not prohibited by
applicable Law, to notify the Borrower prior to such disclosure and cooperate with the Borrower in obtaining an appropriate protective
order, (6) to the extent reasonably required or necessary, in connection with any litigation or similar proceeding relating to the
Facilities, (7) information that has been publicly disclosed other than in breach of this Section 10.14, (8) to the National
Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to
information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or in connection
with examinations or audits of such Lender, (9) to the extent reasonably required or necessary, in connection with the exercise
of any remedy under the Loan Documents, (10) to the extent the Borrower has consented to such disclosure in writing, (11) to any
other party to this Agreement, (12) by the Administrative Agent to the extent reasonably required or necessary to obtain a CUSIP for
any Loans or Commitment hereunder, to the CUSIP Service Bureau, (13) (i) to the extent such Confidential Information (x) becomes
publicly available other than as a result of a breach of this Section 10.14, (y) becomes available to the Administrative Agent,
any Lender, any Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower
or (z) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or
violating the terms of this Section 10.14 or (14) solely with respect to prospective Assignees and/or Participants, the list of
Disqualified Institutions. Each Agent and each Lender acknowledges that (i) Confidential Information includes information that is
not otherwise publicly available and that such non-public information may constitute confidential business information which is proprietary
to the Borrower and/or its Affiliates and (ii) the Borrower has advised the Agents and the Lenders that it is relying on the Confidential
Information for its success and would not disclose the Confidential Information to the Agents and the Lenders without the confidentiality
provisions of this Agreement. All information, including requests for waivers and amendments, furnished by the Borrower or the Administrative
Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material
non-public information about the Borrower and its Affiliates and their related parties or their respective securities. Accordingly, each
Lender represents to the Borrower and the Administrative Agent that it has identified in its administrative questionnaire a credit contact
who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable
law, including Federal and state securities laws. Notwithstanding any other provision of this Agreement, any other Loan Document or any
Assignment and Assumption, the provisions of this Section 10.14 shall survive with respect to each Agent and Lender until the second
anniversary of such Agent or Lender ceasing to be an Agent or a Lender,


 






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respectively. In addition, the Administrative Agent and the Lenders
may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers
to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement,
the other Loan Documents, and the Commitments.


 


10.15        Release
of Collateral and Guarantee Obligations; Subordination of Liens.


 


(a)            Notwithstanding
anything to the contrary contained herein or in any other Loan Document, upon reasonable request of the Borrower in connection with any
Disposition of Property permitted by the Loan Documents or any Loan Party becoming an Excluded Subsidiary pursuant to a transaction permitted
by the Loan Documents, the Collateral Agent shall (without recourse or warranty and notice to, or vote or consent of, any Lender, or any
Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Cash Management Obligations) execute
and deliver all releases reasonably necessary or desirable to evidence the release of Liens created in any Collateral being Disposed of
in such Disposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary, as applicable,
and to provide notices of the termination of the assignment of any Property for which an assignment had been made pursuant to any of the
Loan Documents which is being Disposed of in such Disposition or of such Excluded Subsidiary, as applicable, and to release any Guarantee
Obligations under any Loan Document of any Person being Disposed of in such Disposition or which becomes an Excluded Subsidiary, as applicable.
Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property
Disposed of Holdings or any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded Subsidiary, as applicable, shall
no longer be deemed to be repeated once such Property is so Disposed of.


 


(b)            Notwithstanding
anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (x) obligations in respect
of any Specified Hedge Agreement or Cash Management Obligations and (y) any contingent or indemnification obligations not then due)
have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not cash collateralized
or backstopped or otherwise supported in a manner reasonably satisfactory to the Issuing Lender thereof, upon the request of the Borrower,
the Collateral Agent shall (without notice to, or vote or consent of, any Lender, or any Affiliate of any Lender that is a party to any
Specified Hedge Agreement or documentation in respect of Cash Management Obligations) take such actions as shall be required to release
its security interest in all Collateral, and to release all Guarantee Obligations under any Loan Document, whether or not on the date
of such release there may be outstanding Obligations in respect of Specified Hedge Agreements or Cash Management Obligations or contingent
or indemnification obligations not then due. Any such release of Guarantee Obligations shall be deemed subject to the provision that such
Guarantee Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby
shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization
of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, the Borrower or any Guarantor or any substantial part of its Property, or otherwise, all as though such payment had
not been made.


 


(c)            Notwithstanding
anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted
to be senior by the Loan Documents, the Collateral Agent shall (without notice to, or vote or consent of, any Lender) take such actions
as shall be required to subordinate the Lien on any Collateral to any Lien permitted to be senior under Section 7.3.


 






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10.16        Accounting
Changes. In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method
of calculation of financial ratios, covenants, standards or terms in this Agreement, then following notice either from the Borrower to
the Administrative Agent or from the Administrative Agent to the Borrower (which the Administrative Agent shall give at the request of
the Required Lenders), the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of
this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating Holdings’
financial condition and covenant capacities shall be the same after such Accounting Changes as if such Accounting Changes had not been
made. If any such notices are given then, regardless of whether such notice is given prior to or following such Accounting Change, until
such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders
and have become effective, all financial ratios, covenants, standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Changes had not occurred. Any amendment contemplated by the prior sentence shall become effective upon
the consent of the Required Lenders, it being understood that a Lender shall be deemed to have consented to and executed such amendment
if such Lender has not objected in writing within five Business Days following receipt of notice of execution of the applicable amendment
by the Borrower and the Administrative Agent, it being understood that the posting of an amendment referred to in the preceding sentence
electronically on IntraLinks/IntraAgency or another relevant website with notice of such posting by the Administrative Agent to the Lenders
shall be deemed adequate receipt of notice of such amendment. “Accounting Changes” refers to changes in accounting
principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board
or, if applicable, the SEC, in each case, occurring after the Closing Date, including any change to IFRS contemplated by the definition
of “GAAP.”


 


10.17        WAIVERS
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT or the transactions contemplated hereby
or thereby AND FOR ANY COUNTERCLAIM THEREIN.


 


10.18        USA
PATRIOT ACT. Each Lender hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of
Publ. 107 56 (signed into law October 26, 2001)) (the “USA Patriot Act”), it is required to obtain, verify and
record information that identifies the Loan Parties, which information includes the name and address of such Loan Parties and other information
that will allow such Lender to identify the Loan Parties in accordance with the USA Patriot Act, and the Borrower agrees to provide such
information from time to time to any Lender or Agent reasonably promptly upon request from such Lender or Agent.


 


10.19        Effect
of Certain Inaccuracies. In the event that any financial statement delivered pursuant to Section 6.1(a) or (b) or
any Compliance Certificate delivered pursuant to Section 6.2(b) is inaccurate, and such inaccuracy, if corrected, would have
led to the application of a higher Applicable Margin or Applicable Commitment Fee Rate for any period (an “Applicable Period”)
than the Applicable Margin or Applicable Commitment Fee Rate for such Applicable Period, then (i) promptly following the correction
of such financial statement by the Borrower, the Borrower shall deliver to the Administrative Agent a corrected financial statement and
a corrected Compliance Certificate for such Applicable Period, (ii) the Applicable Margin and Applicable Commitment Fee Rate for
the Test Period preceding the delivery of such corrected financial statement and Compliance Certificate shall be determined based on
the corrected Compliance Certificate for such Applicable Period and (iii) the Borrower shall promptly pay to the Administrative
Agent the accrued additional interest or commitment fees owing as a result of such increased Applicable Margin or Applicable Commitment
Fee Rate for such Test Period. This Section 


 






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10.19 shall not limit the rights of the Administrative Agent or the Lenders hereunder,
including under Section 8.1.


 


10.20        Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively, the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 10.20
shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the
date of repayment, shall have been received by such Lender.


 


10.21        Payments
Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, any Issuing Lender
or any Lender, or the Administrative Agent, any Issuing Lender or any Lender exercises its right of setoff, and such payment or the proceeds
of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent, such Issuing Lender or such Lender in its discretion) to be repaid
to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to
the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full
force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each Issuing Lender
severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders and the Issuing
Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this
Agreement.


 


10.22        Electronic
Execution . This Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement,
disclosure or authorization related to this Agreement (each a “Communication”), including Communications required
to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties
agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on each of the Loan Parties to
the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the
legal, valid and binding obligation of each of the Loan Parties enforceable against such in accordance with the terms thereof to the
same extent as if a manually executed original signature was delivered.   Any Communication may be executed in as many counterparts
as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. 
For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative
Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned
into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.
The Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an
imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the such Person’s
business, and destroy the original paper document.  All Communications in the form of an Electronic Record, including an Electronic
Copy, shall be considered


 






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an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper
record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic
Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it;
provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic
Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given
by or on behalf of any Loan Party without further verification and (b) upon the request of the Administrative Agent or any Lender,
any Electronic Signature shall be promptly followed by such manually executed counterpart.  For purposes hereof, “Electronic
Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006,
as it may be amended from time to time.


 


10.23        Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender
or Issuing Bank that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender that is an Affected Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)           a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)          the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


10.24        Flood
Matters. Each of the parties hereto acknowledges and agrees that, any increase, extension, or renewal of any of the Loans or Commitments
shall be subject to (and conditioned upon) the prior delivery of “life-of-loan” Federal Emergency Management Agency standard
flood hazard determinations with respect to each Mortgaged Property, and, to the extent any Mortgaged Property is located in an area
determined by the Federal Emergency Management Agency (or any successor agency) to be a special flood hazard area, (i) a notice
about special flood hazard area status and flood disaster assistance duly executed by the Borrower and (ii) evidence of flood insurance
as required by Section 6.5 hereof.


 


10.25        Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge
Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC
a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal
Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (together with the regulations promulgated


 






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thereunder, the “U.S. Special Resolution Regimes”) in respect
of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported
QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States):


 


(a)            In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such
QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed
by the laws of the United States or a state of the United States.


 


(b)            In
the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised
against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the
United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to
a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


10.26        Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan
Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures
the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final
judgment is given. The obligation of the Borrower and the other Loan Parties in respect of any such sum due from it to the Administrative
Agent, any Lender or any Issuing Issuer hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency
(the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions
of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following
receipt by the Administrative Agent, such Lender or such Issuing Issuer, as the case may be, of any sum adjudged to be so due in the
Judgment Currency, the Administrative Agent, such Lender or such Issuing Issuer, as the case may be, may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than
the sum originally due to the Administrative Agent, any Lender or any Issuing Issuer from the Borrower or any other Loan Party in the
Agreement Currency, the Borrower agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative
Agent, such Lender or Issuing Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Administrative Agent, any Lender or any Issuing Issuer in such currency, the Administrative
Agent, such Lender or such Issuing Issuer, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other
Person who may be entitled thereto under applicable Requirement of Law).


 


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