EX-10.1





 Exhibit 10.1 

Execution Version 

INCREMENTAL ASSUMPTION AGREEMENT NO. 3 

AND SECOND AMENDMENT TO CREDIT AGREEMENT 

INCREMENTAL ASSUMPTION AGREEMENT NO. 3 AND SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 11, 2021 (this
“Agreement”), by and among PLAYTIKA HOLDING CORP., a Delaware corporation, as borrower (the “Borrower”), the Subsidiary Loan Parties party hereto, the 2021 Refinancing Term Facility Lender (as defined below), the
2021 Increase Revolving Facility Lender (as defined below), the other Lenders party hereto, the L/C Issuers party hereto and the Administrative Agent (as defined below), relating to the Credit Agreement dated as of December 10, 2019 (as
modified by that certain Incremental Assumption Agreement No. 1, dated as of June 15, 2020, as amended by that certain First Amendment to Credit Agreement, dated as of October 23, 2020, and as modified by that certain Incremental
Assumption Agreement No. 2, dated as of January 15, 2021, the “Existing Credit Agreement,” and as so amended and modified by this Agreement, and as it may be further amended, restated, supplemented, waived or otherwise
modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (together with its successors
and assigns in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”). 

RECITALS: 
 WHEREAS, the
Borrower has requested a Refinancing Term Loan in an aggregate principal amount of $1,900.0 million (the “2021 Refinancing Term Facility”) pursuant to Section 2.21(j) of the Existing Credit Agreement, the net proceeds of which,
together with cash on hand and the net proceeds of up to $600.0 million in aggregate principal amount of new senior unsecured notes, will be used to refinance all or a portion of the existing Term B Loans under the Existing Credit Agreement (the
“2021 Refinancing”); 
 WHEREAS, the Borrower has requested that each Revolving Facility Lender extend the Revolving
Facility Maturity Date of its Revolving Facility Commitments under the Initial Revolving Facility; 
 WHEREAS, the Borrower has requested
additional Revolving Facility Commitments in an aggregate principal amount of $50.0 million (the “2021 Increase Revolving Facility Commitment” and the Revolving Facility Loans made thereunder, the “2021 Increase Revolving
Facility Loans”), which 2021 Increase Revolving Facility Commitment shall constitute an increase to, and have the same terms and conditions as, the Revolving Facility Commitments under the Initial Revolving Facility after giving effect to
this Agreement; 
 WHEREAS, the Borrower has appointed each of BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Loan
Funding LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc. and UBS Securities LLC, as joint lead arrangers and joint bookrunners for the 2021 Refinancing Term Facility and the 2021 Increase Revolving Facility Commitment (collectively,
the “Lead Arrangers”); 
 WHEREAS, the institution listed on Schedule 2.01 to the Credit Agreement (the
“2021 Refinancing Term Facility Lender”) has agreed, on the terms and conditions set forth herein and in the Credit Agreement, to provide a Refinancing Term Loan to the Borrower on the Effective Date in the amount set forth opposite
its name under the heading “2021 Refinancing Term Loan Commitment” on Schedule 2.01 to the Credit Agreement (the “2021 Refinancing Term Loan Commitment”); 












 WHEREAS, the institution listed on Schedule 2.01 to the Credit Agreement (the
“2021 Increase Revolving Facility Lender”) has agreed, on the terms and conditions set forth herein and in the Credit Agreement, to provide the 2021 Increase Revolving Facility Commitment to the Borrower on the Effective Date in the
amount set forth opposite its name under the heading “2021 Increase Revolving Facility Commitment” on Schedule 2.01 to the Credit Agreement and to make Revolving Facility Loans to the Borrower thereunder from time to time on
and after the Effective Date; and 
 WHEREAS, the Borrower, the Subsidiary Loan Parties party hereto, the 2021 Refinancing Term Facility
Lender, the 2021 Increase Revolving Facility Lender, the other Lenders party hereto (collectively constituting 100% of the Lenders after giving effect to the 2021 Refinancing) and the Administrative Agent are entering into this Agreement in order to
(a) evidence the 2021 Refinancing Term Facility, which is deemed to be made on the Effective Date in accordance with Section 2.21(j) of the Existing Credit Agreement, (b) extend the maturity of the Revolving Facility Commitments under
the Initial Revolving Facility, (c) evidence the 2021 Increase Revolving Facility Commitment and (d) make certain other amendments and modifications to the Existing Credit Agreement as set forth in this Agreement. 

AGREEMENT: 
 NOW,
THEREFORE, the parties hereto therefore agree as follows: 
 SECTION 1. Defined Terms; References. Capitalized terms used
in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement. 

SECTION 2. 2021 Refinancing Term Facility. 

(a) Subject to the terms and conditions set forth herein, the 2021 Refinancing Term Facility Lender agrees to make a Refinancing Term Loan in
Dollars to the Borrower on the Effective Date in an aggregate principal amount not to exceed its 2021 Refinancing Term Loan Commitment (such Refinancing Term Loan, the “2021 Refinancing Term Loan”). The Administrative Agent and the
Borrower hereby agree that the initial Interest Period for the 2021 Refinancing Term Loan will end on March 31, 2021 (it being understood that the Adjusted Eurocurrency Rate applicable to such initial Interest Period will be calculated based on
the next longest Interest Period referred to in the definition of “Interest Period”). Unless previously terminated, on the Effective Date (after giving effect to the funding of the 2021 Refinancing Term Loan to be made on such date), the
2021 Refinancing Term Loan Commitment shall terminate. 
 (b) With effect from the Effective Date, the 2021 Refinancing Term Loan incurred
under Section 2(a) of this Agreement shall constitute a single Class of Term Loans and shall be the “Term B-1 Loan” for all purposes of the Credit Agreement and the other Loan Documents,
and the 2021 Refinancing Term Facility Lender shall be a “Lender” with an outstanding “Term B-1 Loan” for all purposes, and with all the rights and remedies of a Lender, under the Credit Agreement and the other Loan Documents.
The 2021 Refinancing Term Loan shall be a new tranche of Term Loans having the terms set forth in the Credit Agreement for the “Term B-1 Loans”. 

(c) This Agreement represents the Borrower’s request for the 2021 Refinancing Term Loan Commitment to be provided on the terms set forth
herein on the Effective Date and for the 2021 Refinancing Term Loan to be made hereunder to be funded on the Effective Date. 

SECTION 3. Amendments to Credit Agreement and Schedules. Subject to the conditions and upon the terms set forth in this
Agreement and in reliance on the representations and 

  
 2 













 
warranties of the Loan Parties set forth in this Agreement, the Borrower, each of the other Loan Parties party hereto, the 2021 Refinancing Term Facility Lender, the 2021 Increase Revolving
Facility Lender, the other Lenders party hereto (constituting 100% of the Lenders after giving effect to the 2021 Refinancing) and the Administrative Agent agree that on the Effective Date, immediately after the effectiveness of the provisions of
Section 2 hereof and the 2021 Refinancing, (a) the Existing Credit Agreement shall be amended as set forth in Exhibit A attached hereto in order to reflect the existence and terms of the 2021 Refinancing Term Loan
Commitment and the 2021 Increase Revolving Facility Commitment and certain other amendments set forth therein (double
underlining indicates new language and strikethrough indicates language that has been deleted) and (b) the Schedules to the Existing Credit Agreement shall be amended and restated in their entirety as set forth in Exhibit B. 

SECTION 4. 2021 Increase Revolving Facility Commitment. 

(a) Subject to the terms and conditions set forth herein, the 2021 Increase Revolving Facility Lender hereby agrees to provide its 2021
Increase Revolving Facility Commitment as set forth on Schedule 2.01 to the Credit Agreement on the terms set forth in this Agreement, and its 2021 Increase Revolving Facility Commitment shall be binding as of the Effective Date. The
Revolving Facility Commitment of each Revolving Facility Lender (including the 2021 Increase Revolving Facility Lender) under the Initial Revolving Facility after giving effect to this Agreement shall be as set forth in Schedule 2.01 to
the Credit Agreement. 
 (b) The 2021 Increase Revolving Facility Commitment of the 2021 Increase Revolving Facility Lender is in addition to
the 2021 Increase Revolving Facility Lender’s existing Loans and Commitments under the Credit Agreement (which shall continue under and, immediately after giving effect to the modifications contemplated by this Agreement, be subject in all
respects to the Credit Agreement and the other Loan Documents), and, immediately after giving effect to the modifications contemplated hereby, shall be subject in all respects to the terms of the Credit Agreement and the other Loan Documents. 

(c) It is the understanding, agreement and intention of the parties that (i) the 2021 Increase Revolving Facility Commitment shall be part
of the same Class of Revolving Facility Commitments as the Revolving Facility Commitments under the Initial Revolving Facility and shall constitute Revolving Facility Commitments and Commitments under the Loan Documents and (ii) all 2021
Increase Revolving Facility Loans incurred pursuant to the 2021 Increase Revolving Facility Commitment shall be part of the same Class of Loans as the Initial Revolving Loans and shall constitute Initial Revolving Loans, Revolving Facility Loans and
Loans under the Loan Documents. The 2021 Increase Revolving Facility Commitment and the 2021 Increase Revolving Facility Loans shall be subject to the provisions of the Credit Agreement and the other Loan Documents and shall be on terms and
conditions identical to the Revolving Facility Commitments and the Initial Revolving Loans, respectively, under the Initial Revolving Facility as amended by this Agreement. 

(d) The 2021 Increase Revolving Facility Commitment may be drawn from time to time on or after the Effective Date in accordance with
Section 2.01(b) of the Credit Agreement and shall terminate as set forth in Section 2.08(a) of the Credit Agreement. The 2021 Increase Revolving Facility Loans borrowed under the 2021 Increase Revolving Facility Commitment shall be repaid
in accordance with Section 2.09(a)(i) and Section 2.10(b) of the Credit Agreement. 
 (e) The 2021 Increase Revolving Facility
Lender acknowledges and agrees that upon its execution of this Agreement such 2021 Increase Revolving Facility Lender shall on and as of the Effective Date become, or continue to be, a “Revolving Facility Lender” and an “L/C
Issuer” under, and for all purposes of, the Credit Agreement and the other Loan Documents, shall be subject to and bound by 

  
 3 













 
the terms thereof, shall perform all the obligations of and shall have all rights of a Lender and an L/C Issuer thereunder, and shall make available such amount to fund the 2021 Increase
Revolving Facility Loans from time to time on and after the Effective Date in accordance with the Credit Agreement. The 2021 Increase Revolving Facility Lender has delivered herewith to the Borrower and the Administrative Agent such forms,
certificates or other evidence with respect to United States federal income tax withholding matters as such 2021 Increase Revolving Facility Lender may be required to deliver to the Borrower and the Administrative Agent pursuant to Section 2.17
of the Credit Agreement. 
 (f) This Agreement represents the Borrower’s request for the 2021 Increase Revolving Facility Commitment to
be provided as additional Revolving Facility Commitments under the Initial Revolving Facility on the terms set forth herein on the Effective Date and for the 2021 Increase Revolving Facility Loans to be made thereunder from time to time on and after
the Effective Date in accordance with the Credit Agreement. For the avoidance of doubt, the 2021 Increase Revolving Facility Commitment shall not constitute usage of any of the Incremental Amount under the Credit Agreement. 

SECTION 5. Reallocation of Initial Revolving Loans. To the extent necessary for the Initial Revolving Loans and funded and
unfunded participations in Letters of Credit under the Initial Revolving Facility to be held on a pro rata basis by the Revolving Facility Lenders in accordance with their Revolving Facility Percentages under the Initial Revolving Facility after
giving effect to the 2021 Increase Revolving Facility Commitment, the Revolving Facility Lenders and the 2021 Increase Revolving Facility Lenders shall assign, transfer or purchase, as applicable, interests in the Initial Revolving Loans and funded
and unfunded participations in Letters of Credit, or take such other actions as the Administrative Agent may determine to be necessary. Such assignments, transfers or purchases shall be made pursuant to such procedures as may be designated by the
Administrative Agent and shall not be required to be effectuated in accordance with Section 9.04 of the Credit Agreement. The Administrative Agent is authorized and directed to take such actions and make such entries in the Register as shall be
necessary or appropriate to effectuate this Section 5. Each of the Lenders party hereto agrees to waive any breakage costs pursuant to Section 2.16 of the Credit Agreement that may arise due to the reallocation set forth in this
Section 5. In addition, the 2021 Increase Revolving Facility Lender acknowledges that the Interest Period with respect to the Initial Revolving Loans allocated to it pursuant to this Section 5 shall be the same Interest
Period applicable to the outstanding Initial Revolving Loans held by the other Revolving Facility Lenders. 
 SECTION 6.
Representations and Warranties. The Borrower represents and warrants that: 
 (a) the representations and warranties set forth in the
Loan Documents are true and correct in all material respects on and as of the Effective Date after giving effect hereto, in each case, with the same effect as though made on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date); 

(b) no Event of Default has occurred or is continuing on and as of the Effective Date, after giving effect hereto and to the 2021 Refinancing
Term Facility and the 2021 Increase Revolving Facility Commitment; 
 (c) on the Effective Date, immediately after giving effect to the
transactions contemplated hereby, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the
Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable
liability of the Borrower and its Subsidiaries on a consolidated basis 

  
 4 













 
on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries
on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated
basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged, as such businesses are now conducted and are proposed to be conducted following the Effective Date; and 

(d) on the Effective Date, immediately after giving effect to the transactions contemplated hereby, the Borrower does not intend to, and the
Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and
amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. 
 SECTION 7.
Conditions. This Agreement shall become effective as of the first date (the “Effective Date”) when each of the following conditions shall have been satisfied: 

(a) the Administrative Agent (or its counsel) shall have received from each Loan Party, the 2021 Refinancing Term Facility Lender, the 2021
Increase Revolving Facility Lender, each other Revolving Facility Lender, the L/C Issuers and the Administrative Agent (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to
the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; 

(b) the Administrative Agent and each Lender (that makes a request in accordance with the terms below) shall have received at least three
(3) Business Days prior to the Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act,
to the extent such documentation and other information has been requested by the Administrative Agent or such Lender not less than five (5) Business Days prior to the Effective Date; 

(c) the Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of (i) Latham & Watkins
LLP, as special New York and Delaware counsel for the Loan Parties, (ii) Brownstein Hyatt Farber Schreck, LLP, as special Nevada counsel for the Loan Parties, (iii) Bryan Cave Leighton Paisner LLP, as special England and Wales counsel for
the Loan Parties, and (iv) Goldfarb Seligman & Co., as special Israel counsel for the Loan Parties, in each case (A) dated the Effective Date, (B) addressed to the Administrative Agent and the Lenders and (C) in form and
substance consistent with similar transactions for the Borrower and reasonably satisfactory to the Administrative Agent covering such matters relating to this Agreement as the Administrative Agent shall reasonably request; 

(d) the Collateral Agent shall have received from each Loan Party party thereto, a counterpart of the UK Supplemental Debenture and the UK
Supplemental Share Charge (as applicable), signed on behalf of such party; 
 (e) the Collateral Agent shall have received (A) a
counterpart of each Second Amendment Israeli Collateral Agreement (other than the Second Amendment Israeli Share Pledge), together with a charge registration form (“Form 10”), duly executed and delivered on behalf of the applicable Israeli
Subsidiary Loan Party and in acceptable form for filing with the Israeli Registrar of Companies, and (B) a counterpart of the Second Amendment Israeli Share Pledge, duly executed and delivered on behalf of the Borrower; 

  
 5 













 (f) subject to the grace periods and post-closing periods set forth in such definition, the
Collateral and Guarantee Requirement shall be satisfied (or waived pursuant to the terms hereof) as of the Effective Date; 
 (g) the
representations and warranties set forth in Section 6 above shall be true and correct as of the Effective Date; 
 (h) the
Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated the Effective Date and confirming the accuracy of the representations and warranties set forth in Section 6 above; 

(i) the Administrative Agent shall have received customary officer’s certificates consistent with those delivered on the Closing Date and
dated the Effective Date; provided that, in lieu of attaching organizational documents and/or evidence of incumbency of the officers of any Loan Party to such certificates, such certificates may certify that (i) since the Closing Date or
such later date referred to in such certificates, there have been no changes to the organizational documents of such Loan Party and (ii) no changes have been made to the incumbency certificate of the officers of such Loan Party delivered on the
Closing Date or such later date referred to in such certificates; 
 (j) the Administrative Agent shall have received (i) any required
notice of prepayment of the existing Term B Loans pursuant to Section 2.11(a) of the Credit Agreement, (ii) any required notice of the 2021 Refinancing Term Loan pursuant to Section 2.21(j) of the Credit Agreement and (iii) any
required notice of borrowing of 2021 Refinancing Term Loan pursuant to Section 2.03 of the Credit Agreement; provided, in each case, that such notice of prepayment and notice of borrowing shall be delivered in accordance the time periods
specified in Sections 2.10(d), 2.21(j) and 2.03, as applicable, of the Credit Agreement or such shorter period as the Administrative Agent may agree; 

(k) the payment by the Borrower to the Administrative Agent of the aggregate principal amount of the existing Term B Loans outstanding on the
Effective Date, together with accrued interest thereon, for the accounts of the existing Term B Lenders, as a voluntary prepayment in full of the existing Term B Loans outstanding on the Effective Date, shall occur substantially simultaneously with
the Borrowing of the 2021 Refinancing Term Loan; and 
 (l) the Administrative Agent shall have received all fees payable thereto, to the
Lead Arrangers or to any Lender on or prior to the Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to this Agreement on or prior to the Effective Date, including, to the extent invoiced at least three
(3) Business Days prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP) required to be
reimbursed or paid by the Loan Parties under this Agreement or under the Existing Credit Agreement (which amounts may be offset against the proceeds of the 2021 Refinancing Term Loan). 

SECTION 8. Governing Law; Etc. 

(a) THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT
OF OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW. 

  
 6 













 (b) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTIONS 9.11 AND 9.15 OF THE CREDIT
AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN FULL HEREIN. 
 SECTION 9. Confirmation of Guaranties and Security
Interests. By signing this Agreement, each Loan Party hereby confirms that (a) the obligations of the Loan Parties under the Credit Agreement as modified hereby (including with respect to the 2021 Refinancing Term Facility and the 2021
Increase Revolving Facility Commitment) and the other Loan Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Collateral Agreement and the other Loan Documents and
(ii) constitute Loan Obligations and (b) notwithstanding the effectiveness of the terms hereof, the Collateral Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and
confirmed in all respects after giving effect to the extension of credit contemplated herein. Each Loan Party ratifies and confirms its prior grant and the validity of all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to
each Loan Document to which it is a party with all such Liens continuing in full force and effect after giving effect to this Agreement, and such Liens are not released or reduced hereby, and continue to secure full payment and performance of the
Loan Obligations as increased hereby. The execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, constitute a waiver of any provision of any of the Loan Documents or serve
to effect a novation of the Obligations. 
 SECTION 10. Reference to and Effect on the Loan Documents. 

(a) On and after the Effective Date, each reference in the Credit Agreement to “hereunder”, “hereof” or words
of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as modified by this Agreement. 
 (b) From and after the Effective Date,
this Agreement shall be a Loan Document under the Credit Agreement for all purposes of the Credit Agreement. 
 (c) This Agreement shall
constitute an “Incremental Assumption Agreement”, the 2021 Refinancing Term Facility Lender shall constitute a “Lender”, the 2021 Refinancing Term Loan shall constitute a “Refinancing Term Loan”, a “Term Loan”
and a “Term B-1 Loan”, the 2021 Refinancing Term Facility Commitment shall constitute a “Term Loan Commitment” and a “Commitment”, the 2021 Increase Revolving Facility Lender shall constitute a “Revolving Facility
Lender” and a “Lender”, the 2021 Increase Revolving Facility Loans shall constitute “Revolving Facility Loans” and “Initial Revolving Loans” and the 2021 Increase Revolving Facility Commitment shall constitute a
“Revolving Facility Commitment” and a “Commitment”, in each case for all purposes of the Credit Agreement and the other Loan Documents. 

SECTION 11. Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart to this Agreement by facsimile transmission or electronic mail (or other electronic transmission pursuant to
procedures approved by the Administrative Agent) shall be as effective as delivery of a manually signed original. The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related
to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms
approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in 

  
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any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format
unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement through
electronic means and there are no restrictions for doing so in that party’s constitutive documents. 
 SECTION 12.
Miscellaneous. The Borrower shall pay all reasonable fees, costs and expenses of the Administrative Agent as agreed to between the parties incurred in connection with the negotiation, preparation and execution of this Agreement and the other
instruments and documents to be delivered hereunder and the transactions contemplated hereby. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 

[Remainder of Page Intentionally Left Blank] 

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

			
	PLAYTIKA HOLDING CORP.,
	 as Borrower

		
	 By:
	 	 /s/ Craig Abrahams

	 Name:
	 	 Craig Abrahams

	 Title:
	 	 President and Chief Financial Officer



 [Signature Page to Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement]













 
			
	PLAYTIKA SANTA MONICA HOLDINGS, LLC
	
	 By: Playtika Holding Corp., its sole member

		
	 By:
	 	 /s/ Craig Abrahams

	 Name: Craig Abrahams

	 Title: President and Chief Financial Officer

	
	PLAYTIKA SANTA MONICA, LLC
	
	 By: Playtika Santa Monica Holdings, LLC, its sole member

	
	 By: Playtika Holding Corp., its sole member

		
	 By:
	 	 /s/ Craig Abrahams

	 Name: Craig Abrahams

	 Title: President and Chief Financial Officer

	
	PSM COMPUTER SERVICES, LLC
	
	 By: Playtika Santa Monica, LLC, its sole member

	
	 By: Playtika Santa Monica Holdings, LLC, its sole member

	
	 By: Playtika Holding Corp., its sole member

		
	 By:
	 	 /s/ Craig Abrahams

	 Name: Craig Abrahams

	 Title: President and Chief Financial Officer

	
	PLAYTIKA UK – HOUSE OF FUN LIMITED
		
	 By:
	 	 /s/ Craig Abrahams

	 Name: Craig Abrahams

	 Title: Director, Chief Executive Officer and Chief Financial Officer



 [Signature Page to Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement]













 
			
	
	DUNCAN VENTURES, LLC
		
	 By:
	 	 /s/ Craig Abrahams

	 Name: Craig Abrahams

	 Title: Manager

	
	PLAYTIKA CHICAGO LLC
		
	 By:
	 	 /s/ Craig Abrahams

	 Name: Craig Abrahams

	 Title: Manager

	
	SERIOUSLY DIGITAL ENTERTAINMENT, INC.
		
	 By:
	 	 /s/ Craig Abrahams

	 Name: Craig Abrahams

	 Title: Director

	
	SERIOUSLY HOLDING CORP.
		
	 By:
	 	 /s/ Craig Abrahams

	 Name: Craig Abrahams

	 Title: President

	
	SERIOUSLY PICTURES, LLC
		
	 By:
	 	 /s/ Craig Abrahams

	 Name: Craig Abrahams

	 Title: Manager



 [Signature Page to Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement]













 
			
	
	HYPER MANIA LTD.
		
	 By:
	 	 /s/ Arik Sandler

	 Name: Arik Sandler

	 Title: Director

	
	JELLY BUTTON GAMES LTD.
		
	 By:
	 	 /s/ Arik Sandler

	 Name: Arik Sandler

	 Title: Director

	
	PLAYTIKA GROUP ISRAEL LTD.
		
	 By:
	 	 /s/ Arik Sandler

	 Name: Arik Sandler

	 Title: Director



 [Signature Page to Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement]













 
			
	
	PLAYTIKA LTD.
		
	 By:
	 	 /s/ Tian Lin

	 Name: Tian Lin

	 Title: Director



 [Signature Page to Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement]













 
			
	ADMINISTRATIVE AGENT
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
		
	 By:
	 	 /s/ Whitney Gaston

	 Name:
	 	 Whitney Gaston

	 Title:
	 	 Authorized Signatory

		
	 By:
	 	 /s/ Nawshaer Safi

	 Name:
	 	 Nawshaer Safi

	 Title:
	 	 Authorized Signatory



 [Signature Page to Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement]













 
			
	 BANK OF AMERICA, N.A., as the 2021 Refinancing Term Facility Lender, the 2021 Increase Revolving
Facility Lender, a Revolving Facility Lender and a L/C Issuer

		
	 By:
	 	 /s/ Bryan Dobrovolski

	 Name:
	 	 Bryan Dobrovolski

	 Title:
	 	 Director



 [Signature Page to Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement]













 
			
	 CITIBANK, N.A., as a Revolving Facility Lender and a L/C Issuer

		
	 By:
	 	 /s/ Michael Moore

	 Name:
	 	 Michael Moore

	 Title:
	 	 Director



 [Signature Page to Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement]













 
			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Revolving Facility Lender and a L/C Issuer

		
	 By:
	 	 /s/ Whitney Gaston

	 Name:
	 	 Whitney Gaston

	 Title:
	 	 Authorized Signatory

		
	 By:
	 	 /s/ Nawshaer Safi

	 Name:
	 	 Nawshaer Safi

	 Title:
	 	 Authorized Signatory



 [Signature Page to Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement]













 
			
	 GOLDMAN SACHS BANK USA, as a Revolving Facility Lender and a L/C Issuer

		
	 By:
	 	 /s/ Thomas Manning

	 Name:
	 	 Thomas Manning

	 Title:
	 	 Authorized Signatory



 [Signature Page to Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement]













 
			
	 MORGAN STANLEY BANK, N.A., as a Revolving Facility Lender

		
	 By:
	 	 /s/ Michael King

	 Name:
	 	 Michael King

	 Title:
	 	 Authorized Signatory

	
	 MORGAN STANLEY SENIOR FUNDING, INC., as a Revolving Facility Lender and a L/C
Issuer

		
	 By:
	 	 /s/ Michael King

	 Name:
	 	 Michael King

	 Title:
	 	 Authorized Signatory



 [Signature Page to Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement]













 
			
	 UBS AG, STAMFORD BRANCH, as a Revolving Facility Lender and a L/C Issuer

		
	 By:
	 	 /s/ Houssem Daly

	 Name:
	 	 Houssem Daly

	 Title:
	 	 Director

		
	 By:
	 	 /s/ Ken Chin

	 Name:
	 	 Ken Chin

	 Title:
	 	 Director



 [Signature Page to Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement]













 Exhibit A 

CREDIT AGREEMENT 

[See Attached] 












 Exhibit B 

SCHEDULES TO CREDIT AGREEMENT 

[See Attached] 












 Execution
VersionExhibit A 
  

 
 CREDIT AGREEMENT 

Dated as of December 10, 2019 

(as amended by the Incremental Assumption Agreement No. 1, dated as of June 15, 2020, 

the First Amendment to Credit Agreement, dated as of October 23, 2020, and 

the Incremental Assumption Agreement No. 2, dated as of January 15, 2021),
 and 

the Incremental Assumption
Agreement No. 3 and Second Amendment to Credit Agreement, dated 
 as of March 11, 2021), 

among 
 PLAYTIKA HOLDING CORP.,

 as the Borrower, 
 THE LENDERS
PARTY HERETO, 
 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 

as Administrative Agent, 
 CREDIT
SUISSE LOAN FUNDING LLC, 
 GOLDMAN SACHS BANK USA and UBS SECURITIES LLC, 

as Joint Lead Arrangers and Joint
Bookrunners for the Initial Revolving Facility and the Term
B 

Facility
 

BOFA SECURITIES,
INC., 

CITIGROUP GLOBAL MARKETS
INC., CREDIT SUISSE LOAN FUNDING LLC, 

GOLDMAN SACHS BANK USA,
MORGAN STANLEY SENIOR FUNDING, INC., and 

UBS SECURITIES
LLC, 
 as
Joint Lead Arrangers and Joint Bookrunners for the 2021 Increase Revolving Facility 
 Commitment and the Term B-1 Facility 
  

 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	ARTICLE I	  			
	Definitions	  			
			
	 SECTION 1.01.
	 	Defined Terms	  	 	1	 
	 SECTION 1.02.
	 	Terms Generally	  	 	6978	 
	 SECTION 1.03.
	 	Effectuation of Second Amendment Transactions	  	 	6979	 
	 SECTION 1.04.
	 	Exchange Rates; Currency Equivalents	  	 	6979	 
	 SECTION 1.05.
	 	Times of Day	  	 	7079	 
	 SECTION 1.06.
	 	Timing of Payment or Performance	  	 	7079	 
	 SECTION 1.07.
	 	Limited Condition Transactions	  	 	7079	 
	 SECTION 1.08.
	 	Additional Alternate Currencies for Loans and Letters of Credit	  	 	7180	 
	 SECTION 1.09.
	 	Change of Currency	  	 	7281	 
	 SECTION 1.10.
	 	Letter of Credit Amounts	  	 	7282	 
	 SECTION 1.11.
	 	Basket and Ratio Calculations	  	 	7282	 
	 SECTION 1.12.
	 	Divisions	  	 	7382	 
	 SECTION
1.13.
	 	LIBOR Notifications	  	 	83	 
		
	ARTICLE II	  			
	The Credits	  			
			
	 SECTION 2.01.
	 	Commitments	  	 	7383	 
	 SECTION 2.02.
	 	Loans and Borrowings	  	 	7384	 
	 SECTION 2.03.
	 	Requests for Borrowings	  	 	7485	 
	 SECTION 2.04.
	 	[Reserved]	  	 	7586	 
	 SECTION 2.05.
	 	The Letter of Credit Commitment	  	 	7586	 
	 SECTION 2.06.
	 	Funding of Borrowings	  	 	8394	 
	 SECTION 2.07.
	 	Interest Elections	  	 	8495	 
	 SECTION 2.08.
	 	Termination and Reduction of Commitments	  	 	8596	 
	 SECTION 2.09.
	 	Repayment of Loans; Evidence of Debt	  	 	8696	 
	 SECTION 2.10.
	 	Repayment of Term Loans and Revolving Facility Loans	  	 	8797	 
	 SECTION 2.11.
	 	Prepayment of Loans	  	 	8899	 
	 SECTION 2.12.
	 	Fees	  	 	93104	 
	 SECTION 2.13.
	 	Interest	  	 	94106	 
	 SECTION 2.14.
	 	Alternate Rate of Interest	  	 	95107	 
	 SECTION 2.15.
	 	Increased Costs	  	 	96107	 
	 SECTION 2.16.
	 	Break Funding Payments	  	 	97108	 
	 SECTION 2.17.
	 	Taxes	  	 	97108	 
	 SECTION 2.18.
	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	 	100111	 
	 SECTION 2.19.
	 	Mitigation Obligations; Replacement of Lenders	  	 	102113	 
	 SECTION 2.20.
	 	Illegality	  	 	103114	 
	 SECTION 2.21.
	 	Incremental Commitments	  	 	103114	 
	 SECTION 2.22.
	 	Defaulting Lenders	  	 	112123	 
	 SECTION 2.23.
	 	LIBOR Replacement Provisions	  	 	114125	 


  
 ii 














							
	ARTICLE III	  	 	 
	Representations and Warranties	  			
			
	 SECTION 3.01.
	 	Organization; Powers	  	 	115128	 
	 SECTION 3.02.
	 	Authorization	  	 	115128	 
	 SECTION 3.03.
	 	Enforceability	  	 	115129	 
	 SECTION 3.04.
	 	Governmental Approvals	  	 	116129	 
	 SECTION 3.05.
	 	Financial Statements	  	 	116129	 
	 SECTION 3.06.
	 	No Material Adverse Effect	  	 	116129	 
	 SECTION 3.07.
	 	Title to Properties; Possession Under Leases	  	 	116129	 
	 SECTION 3.08.
	 	Subsidiaries	  	 	116130	 
	 SECTION 3.09.
	 	Litigation; Compliance with Laws	  	 	117130	 
	 SECTION 3.10.
	 	Federal Reserve Regulations	  	 	117130	 
	 SECTION 3.11.
	 	Investment Company Act	  	 	117130	 
	 SECTION 3.12.
	 	Use of Proceeds	  	 	117130	 
	 SECTION 3.13.
	 	Tax Returns	  	 	117131	 
	 SECTION 3.14.
	 	No Material Misstatements	  	 	118131	 
	 SECTION 3.15.
	 	Employee Benefit Plans	  	 	118132	 
	 SECTION 3.16.
	 	Environmental Matters	  	 	119132	 
	 SECTION 3.17.
	 	Security Documents	  	 	119133	 
	 SECTION 3.18.
	 	[Reserved]	  	 	121134	 
	 SECTION 3.19.
	 	Solvency	  	 	121134	 
	 SECTION 3.20.
	 	Labor Matters	  	 	121134	 
	 SECTION 3.21.
	 	Intellectual Property; Licenses, Etc.	  	 	121135	 
	 SECTION 3.22.
	 	Anti-Money Laundering; Anti-Corruption and Sanctions Laws	  	 	122135	 
	 SECTION 3.23.
	 	Insurance	  	 	122136	 
	 SECTION 3.24.
	 	EEA Financial Institution	  	 	122136	 
		
	ARTICLE IV	  			
	Conditions of Lending	  			
			
	 SECTION 4.01.
	 	All Credit Events	  	 	123136	 
	 SECTION 4.02.
	 	First Credit Event	  	 	123137	 
		
	ARTICLE V	  			
	Affirmative Covenants	  			
			
	 SECTION 5.01.
	 	Existence; Businesses and Properties	  	 	127140	 
	 SECTION 5.02.
	 	Insurance	  	 	127140	 
	 SECTION 5.03.
	 	Taxes	  	 	128141	 
	 SECTION 5.04.
	 	Financial Statements, Reports, etc.	  	 	128142	 
	 SECTION 5.05.
	 	Litigation and Other Notices	  	 	130144	 
	 SECTION 5.06.
	 	Compliance with Laws	  	 	131144	 
	 SECTION 5.07.
	 	Maintaining Records; Access to Properties and Inspections	  	 	131145	 
	 SECTION 5.08.
	 	Use of Proceeds	  	 	131145	 
	 SECTION 5.09.
	 	Compliance with Environmental Laws	  	 	131145	 
	 SECTION 5.10.
	 	Further Assurances; Additional Security	  	 	132145	 


  
 iii 














							
	 SECTION 5.11.
	 	Business of the Borrower and the Subsidiaries	  	 	135148	 
	 SECTION 5.12.
	 	Rating	  	 	135148	 
	 SECTION 5.13.
	 	Board of Directors; Audit Committee	  	 	148	 
	ARTICLE VI	  			
	Negative Covenants	  			
	 SECTION 6.01.
	 	Indebtedness	  	 	135149	 
	 SECTION 6.02.
	 	Liens	  	 	142163	 
	 SECTION 6.03.
	 	Sale and Lease-Back Transactions	  	 	148163	 
	 SECTION 6.04.
	 	Investments, Loans and Advances	  	 	149164	 
	 SECTION 6.05.
	 	Mergers, Consolidations, Sales of Assets and Acquisitions	  	 	153168	 
	 SECTION 6.06.
	 	Restricted Payments	  	 	157172	 
	 SECTION 6.07.
	 	Transactions with Affiliates	  	 	159175	 
	 SECTION 6.08.
	 	Limitation on Payments and Modifications of Indebtedness; Modifications of Governing Documents and Lease Arrangements; etc.	  	 	162178	 
	 SECTION 6.09.
	 	Fiscal Year	  	 	165181	 
	 SECTION 6.10.
	 	Financial Performance Covenant	  	 	165181	 
	ARTICLE VII	  			
	Events of Default	  			
	 SECTION 7.01.
	 	Events of Default	  	 	166181	 
	 SECTION 7.02.
	 	Right to Cure	  	 	169184	 
	 SECTION 7.03.
	 	Treatment of Certain Payments	  	 	169185	 
	ARTICLE VIII	  			
	The Agents	  			
	 SECTION 8.01.
	 	Appointment	  	 	170185	 
	 SECTION 8.02.
	 	Delegation of Duties	  	 	170186	 
	 SECTION 8.03.
	 	Exculpatory Provisions	  	 	170186	 
	 SECTION 8.04.
	 	Reliance by Agents	  	 	171186	 
	 SECTION 8.05.
	 	Notice of Default	  	 	171187	 
	 SECTION 8.06.
	 	Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders	  	 	171187	 
	 SECTION 8.07.
	 	Indemnification	  	 	172187	 
	 SECTION 8.08.
	 	Agents in their Individual Capacity	  	 	172188	 
	 SECTION 8.09.
	 	Successor Agents	  	 	172188	 
	 SECTION 8.10.
	 	Payments Set Aside	  	 	173189	 
	 SECTION 8.11.
	 	Administrative Agent May File Proofs of Claim	  	 	174189	 
	 SECTION 8.12.
	 	Collateral and Guaranty Matters	  	 	174190	 
	 SECTION 8.13.
	 	Agents and Arrangers	  	 	175190	 
	 SECTION 8.14.
	 	Intercreditor Agreements and Collateral Matters	  	 	175190	 
	 SECTION 8.15.
	 	Withholding Tax	  	 	175190	 


  
 iv 














							
		 		  			
	ARTICLE IX	  	  
	 
	Miscellaneous	  			
	 SECTION 9.01.
	 	Notices; Communications	  	 	175191	 
	 SECTION 9.02.
	 	Survival of Agreement	  	 	176192	 
	 SECTION 9.03.
	 	Binding Effect	  	 	177192	 
	 SECTION 9.04.
	 	Successors and Assigns	  	 	177192	 
	 SECTION 9.05.
	 	Expenses; Indemnity	  	 	182197	 
	 SECTION 9.06.
	 	Right of Set-off	  	 	184199	 
	 SECTION 9.07.
	 	Governing Law	  	 	184200	 
	 SECTION 9.08.
	 	Waivers; Amendment	  	 	184200	 
	 SECTION 9.09.
	 	Interest Rate Limitation	  	 	188203	 
	 SECTION 9.10.
	 	Entire Agreement	  	 	188203	 
	 SECTION 9.11.
	 	WAIVER OF JURY TRIAL	  	 	188204	 
	 SECTION 9.12.
	 	Severability	  	 	188204	 
	 SECTION 9.13.
	 	Counterparts; Electronic Execution of Documents	  	 	189204	 
	 SECTION 9.14.
	 	Headings	  	 	189204	 
	 SECTION 9.15.
	 	Jurisdiction; Consent to Service of Process	  	 	189204	 
	 SECTION 9.16.
	 	Confidentiality	  	 	190205	 
	 SECTION 9.17.
	 	Platform; Borrower Materials	  	 	190206	 
	 SECTION 9.18.
	 	Release of Liens, Guarantees and Pledges	  	 	191207	 
	 SECTION 9.19.
	 	Judgment Currency	  	 	194209	 
	 SECTION 9.20.
	 	USA PATRIOT Act Notice	  	 	194209	 
	 SECTION 9.21.
	 	No Advisory or Fiduciary Responsibility	  	 	194209	 
	 SECTION 9.22.
	 	[Reserved]	  	 	195210	 
	 SECTION 9.23.
	 	Affiliate Lenders	  	 	195210	 
	 SECTION 9.24.
	 	Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions	  	 	196211	 
	 SECTION 9.25.
	 	MIRE Events	  	 	197212	 
	 SECTION 9.26.
	 	Certain ERISA Matters.	  	 	197212	 
	 SECTION 9.27.
	 	Acknowledgement Regarding Any Supported QFCs	  	 	198213	 
		
	 Exhibits and Schedules
	  			
			
	 Exhibit A
	 	Form of Assignment and Acceptance	  			
	 Exhibit B
	 	Form of Borrowing Request	  			
	 Exhibit C
	 	Form of Interest Election Request	  			
	 Exhibit D
	 	[Reserved]	  			
	 Exhibit E
	 	Form of Permitted Loan Purchase Assignment and Acceptance	  			
	 Exhibit F
	 	Form of Discounted Prepayment Option Notice	  			
	 Exhibit G
	 	Form of Lender Participation Notice	  			
	 Exhibit H
	 	Form of Discounted Voluntary Prepayment Notice	  			
	 Exhibit I
	 	Form of Solvency Certificate	  			
	 Exhibit J
	 	Form of Global Intercompany Note	  			
	 Exhibit K
	 	[Reserved]	  			
	 Exhibit L
	 	Form of Collateral Agreement	  			
	 Exhibit M
	 	Form of Guarantee Agreement	  			
	 Exhibit N
	 	Form of First Lien Intercreditor Agreement	  			


  
 v 














			
	 Exhibit O
	 	 Form of Second Lien Intercreditor Agreement

		
	 Schedule 1.01(A)
	 	 Subsidiary Loan Parties

	 Schedule 1.01(B)
	 	
ClosingSecond
Amendment Effective Date Unrestricted Subsidiaries

	 Schedule 2.01
	 	 Commitments

	 Schedule 3.01
	 	 Organization; Powers

	 Schedule 3.04
	 	 Governmental Approvals

	 Schedule 3.05
	 	 Financial Statements

	 Schedule 3.07
	 	 Mortgaged Properties

	 Schedule 3.08(a)
	 	 Subsidiaries

	 Schedule 3.08(b)
	 	 Subscriptions

	 Schedule 3.09
	 	 Litigation

	 Schedule 3.15
	 	 Employee Benefit Plans

	 Schedule 3.16
	 	 Environmental Matters

	 Schedule 3.21
	 	 Intellectual Property Rights

	 Schedule 3.23
	 	 Insurance

	 Schedule 5.10
	 	 Post-Closing Items

	 Schedule 6.01
	 	 Existing Indebtedness

	 Schedule 6.02
	 	 Existing Liens

	 Schedule 6.04
	 	 Existing Investments

	 Schedule 6.05
	 	 Dispositions

	 Schedule 6.06
	 	 Restricted Payments

	 Schedule 6.07
	 	 Transactions with Affiliates

	 Schedule 9.01
	 	 Notice Information



  
 vi 













 CREDIT AGREEMENT dated as of December 10, 2019 (as amended, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”), among PLAYTIKA HOLDING CORP., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties. 

WHEREAS, the Borrower is entering into this Agreement and the other Loan Documents in order to consummate the Transactions,
and, in connection therewith, the Borrower has requested the Lenders to extend credit in the form of (i) Term B Loans on the Closing Date, in an aggregate principal amount of $2,500.0 million and (ii) Revolving Facility Loans and Letters
of Credit at any time and from time to time prior to the Revolving Facility Maturity Date, in an aggregate Outstanding Amount at any time not to exceed $250.0
million.; and 

WHEREAS,
on the Second Amendment Effective Date, the Borrower, the Subsidiary Loan Parties party thereto, the Lenders party thereto and the Administrative Agent entered into the Second Amendment in order to (i) incur the Term B-1 Loans on the Second
Amendment Effective Date, in an aggregate principal amount of $1,900.0 million, as Refinancing Term Loans in order to, together with the proceeds of the Senior Unsecured Notes and cash on hand, refinance in whole the Term B Loans, (ii) increase
the Revolving Facility Commitments under the Initial Revolving Facility to $600.0 million, (iii) extend the Revolving Facility Maturity Date for the Initial Revolving Facility to the fifth anniversary of the Second Amendment Effective Date and
(iv) effect certain other amendments hereto. 
 NOW, THEREFORE, the Lenders and each L/C Issuer are
willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: 

ARTICLE I 
 Definitions 

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


“2020 Retained
 Excess Cash Flow Amount” shall mean the amount (not less than zero) equal to the Retained Percentage of Excess Cash Flow for the Excess Cash Flow Period ended December 31, 2020 (all as determined under this Agreement as in effect prior to
giving effect to the Second Amendment). 

“2021 Increase
Revolving Facility Commitments” shall have the meaning assigned thereto in the Second Amendment.  

“ABR” shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds
Rate in effect for such day plus 0.50%, (b) the Prime Rate in effect on such day and (c) the Adjusted Eurocurrency Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business
Day) plus 1.00%; provided, that for the avoidance of doubt, the Eurocurrency Rate for any day shall be based on the rate determined on such day at approximately 11:00 a.m. (London time) by reference to the ICE Benchmark Association Interest
Settlement Rates (or the successor thereto if the ICE Benchmark Association is no longer making a Eurocurrency Rate available) for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the
ICE Benchmark Association (or the successor thereto if the ICE Benchmark Association 












 
is no longer making a Eurocurrency Rate available) as an authorized vendor for the purpose of displaying such rates). Any change in such rate due to a change in the Prime Rate, the Federal Funds
Rate or the Adjusted Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurocurrency Rate, as the case may be. 

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans. 

“ABR Loan” shall mean any ABR Term Loan or ABR Revolving Loan, in each case denominated in Dollars. 

“ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans. 

“ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by
reference to the ABR in accordance with the provisions of Article II. 
 “ABR Term Loan” shall mean
any Term Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. 

“Acceptable Discount” shall have the meaning assigned to such term in Section 2.11(h)(iii). 

“Acceptance Date” shall have the meaning assigned to such term in Section 2.11(h)(ii). 

“Accepting Lender” shall have the meaning assigned to such term in Section 2.11(e). 

“Additional Mortgage” shall have the meaning assigned to such term in Section 5.10(c). 

“Adjusted Eurocurrency Rate” shall mean, (a) with respect to any Eurocurrency Borrowing denominated in
Euro for any Interest Period, an interest rate per annum equal to the greater of (x) the EURIBO Rate in effect for such Interest Period and (y) (1) 1.00% in the case of the Term B Loans and, (2) 0.00% in the case of the Term B-1 Loans and (3) 0.00%
in the case of any other Loans and (b) with respect to any other Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to the greater of (x) (i) the Eurocurrency Rate in effect for such Interest
Period divided by (ii) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any, and (y) (1) 1.00% in the case of the Term B Loans
and,
(2) 0.00% in the case of the Term B-1 Loans and
(3) 0.00% in the case of any other Loans. 

“Adjustment Date” shall have the meaning assigned to such term in the definition of “Pricing Grid.”

 “Administrative Agent” shall have the meaning assigned to such term in the introductory paragraph of
this Agreement. 
 “Administrative Agent Fees” shall have the meaning assigned to such term in
Section 2.12(c). 
 “Administrative Agent’s Office” shall mean, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 9.01 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to
time notify to the Borrower and the Lenders. 

  
 2 













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

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

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. 

“Affiliate Lender” shall have the meaning assigned to such term in Section 9.23(a). 

“Agent Fee Letter” shall mean that certain Agent Fee Letter dated as of November 19, 2019, between the
Borrower and Credit Suisse AG, Cayman Islands Branch, as amended, restated, supplemented or otherwise modified from time to time. 

“Agent Parties” shall have the meaning assigned to such term in Section 9.17. 

“Agents” shall mean the Administrative Agent and the Collateral Agent. 

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as
may be amended, restated, supplemented or otherwise modified from time to time. 
 “All-in Yield” shall
mean, as to any Loans (or other loans, if applicable), the yield thereon payable to all Lenders (or other lenders, as applicable) providing such Loans (or other loans, if applicable) or in the primary syndication thereof, as reasonably determined by
the Administrative Agent in consultation with the Borrower, whether in the form of interest rate, margin, original issue discount, up-front fees, rate floors or otherwise; provided, that original issue discount and up-front fees shall be
equated to interest rate assuming a 4-year life to maturity (or, if less, the life of such Loans (or other loans, if applicable)); and provided, further, that “All-in Yield” shall not include arrangement, commitment,
underwriting, structuring or similar fees (unless such fees are paid to Lenders (or other lenders) generally in syndication of such Loans (or other loans, if applicable)) and customary consent fees for an amendment paid generally to consenting
lenders. 
 “Alpha” shall mean Alpha Frontier Limited, a Cayman Islands company. 

“Alpha
 Shareholders” shall mean (a) each Person that holds, directly or indirectly, Equity Interests in Alpha as of the Second Amendment Effective Date, (b) any trust for the benefit of any Person in clause (a) and any trustee of such
trust, (c) any spouses or lineal descendants (including without limitation, step-children and adopted children and their lineal descendants) and any trust for the benefit of spouses or lineal descendants, in each case, of any Person in
clause (a), and any trustee of such trust; but in the case of this clause (c), only to the extent that for so long as such Person in clause (a) is not deceased, incapacitated, incompetent or disabled, such Person in clause (a)
retains ultimate Control over the direct or indirect interests in the Borrower transferred to such persons, (d) the heirs, estates and the beneficiaries of the Persons in clauses (a), (b) and (c), and (d) any entity Controlled by any
of the foregoing (in the case of any entity Controlled by a Person in clause (c), only to the extent that for so long as the applicable Person in clause (a) is not deceased, incapacitated, incompetent or disabled, such Person in
clause (a) retains ultimate Control over the direct or indirect interests in the Borrower transferred to such persons). 

  
 3 













 “Alternate Currency” shall mean (i) with respect to
any Letter of Credit, Euros, Pounds Sterling and any other currency other than Dollars as may be acceptable to the Administrative Agent and the applicable L/C Issuer with respect thereto in their sole discretion and (ii) with respect to any
Loan, Euros, Pounds Sterling and any currency other than Dollars that is approved in accordance with Section 1.08. 

“Alternate Currency Equivalent” shall mean, at any time, with respect to any amount denominated in Dollars,
the equivalent amount thereof in the applicable Alternate Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent
Revaluation Date) for the purchase of such Alternate Currency with Dollars. 
 “Alternate Currency Letter of
Credit” shall mean any Letter of Credit denominated in an Alternate Currency. 
 “Alternate Currency
Loan” shall mean any Loan denominated in an Alternate Currency. 
 “Anti-Corruption Laws” shall
have the meaning assigned to such term in Section 3.22(b). 
 “Anti-Money Laundering Laws” shall mean
any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law or treaties applicable to a Loan Party, its Subsidiaries or Affiliates, related to terrorism financing or money laundering including
any applicable provision of the USA PATRIOT Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and
1951-1959), as amended from time to time and any successors thereto. 
 “Applicable Commitment Fee” shall
mean, for any day,
(i) 0.500.25% per annum;
provided, that on and after each Adjustment Date occurring from and after delivery of the financial statements and certificates required by Section 5.04 upon the completion of
one fullthe first fiscal quarter of
the Borrower after the ClosingSecond Amendment
Effective Date, the “Applicable Commitment Fee” will be determined pursuant to the Pricing Grid for Revolving Facility Loans and Revolving Facility Commitments or (ii) with respect to any Other Revolving Facility
Commitments, the “Applicable Commitment Fee” set forth in the applicable Incremental Assumption Agreement. 

“Applicable Date” shall have the meaning assigned to such term in Section 9.08(f). 

“Applicable Discount” shall have the meaning assigned to such term in Section 2.11(h)(iii). 

“Applicable Margin” shall mean for any day: 

(a) with respect to any Term B Loan, 6.00% per annum in the case of any Eurocurrency Loan and 5.00% per annum in the
case of any ABR Loan; and 

(b)
 with respect to any Term B-1 Loan, 2.75% per annum in the case of any Eurocurrency Loan and 1.75% per annum in the
case of any ABR Loan; provided, that if the Borrower’s public corporate family rating is Ba2 (with a stable outlook) or higher from Moody’s and public corporate credit rating is BB (with a stable outlook) or higher from S&P, then the
Applicable Margin with respect to any Term B-1 Loan shall be decreased by 0.25% per annum; and 

(bc) with respect to any Initial Revolving Loan,
3.252.25% per annum in the
case of any Eurocurrency Loan and
2.251.25% per annum in the
case of any ABR Loan; provided, however, that 

  
 4 













 
on and after each Adjustment Date occurring from and after delivery of the financial statements and certificates required by Section 5.04 upon the completion of one fullthe first fiscal quarter of the
Borrower after the ClosingSecond Amendment
Effective Date, the “Applicable Margin” with respect to any Initial Revolving Loan will be determined pursuant to the Pricing Grid. 

Any
change in the Borrower’s public corporate family rating or public corporate credit rating, as applicable, shall be effective to adjust the Applicable Margin for any Term B-1 Loan commencing on the date of the public announcement thereof and
ending on the date immediately preceding the effective date of the next such change. 
 The Applicable Margin
for any Other Term Loans and Other Revolving Loans shall be as set forth in the applicable Incremental Assumption Agreement. 

“Applicable Period” shall mean an Excess Cash Flow Period. 

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

“Arrangers” shall mean
(a) Credit Suisse Loan Funding LLC, Goldman Sachs Bank
USA and UBS Securities LLC, as joint lead arrangers and joint bookrunners for the Term B Facility and the
Initial Revolving Facility and (b) BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc. and UBS Securities LLC, as joint lead arrangers and joint
bookrunners for the 2021 Increase Revolving Facility Commitment and the Term B-1 Facility. 

“Asset Sale” shall mean any loss, damage, destruction or condemnation of, or any sale, transfer or other
disposition (including any sale and leaseback of assets) of any asset or assets of the Borrower or any Subsidiary to any Person that is not a Loan Party or a Subsidiary thereof. 

“Assignee” shall have the meaning assigned to such term in Section 9.04(b). 

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Assignee,
and accepted by the Administrative Agent and the Borrower (if required by Section 9.04), in the form of Exhibit A or such other form as shall be approved by the Administrative Agent and reasonably satisfactory to the Borrower. 

“Auto-Extension Letter of Credit” shall have the meaning assigned to such term in Section 2.05(b). 

“Auto-Reinstatement Letter of Credit” shall have the meaning assigned to such term in Section 2.05(b).

 “Availability Period” shall mean, with respect to any Class of Revolving Facility Commitments under any
Revolving Facility, the period from and including the Closing Date (or, if later, the effective date for such Class of Revolving Facility Commitments) to but excluding the earlier of the Revolving Facility Maturity Date with respect to such Class
and, in the case of each of the Revolving Facility Loans, Revolving Facility Borrowings and Letters of Credit under such Revolving Facility, the date of termination in full of the Revolving Facility Commitments of such Class. 

“Available
 Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is
or may be used for  

  
 5 













 
determining the length of an Interest Period pursuant to this Agreement as of
such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.23. 

“Available Unused Commitment” shall mean, with respect to a Revolving Facility Lender under any Revolving
Facility at any time, an amount equal to the amount by which (a) the Revolving Facility Commitment under such Revolving Facility of such Revolving Facility Lender at such time exceeds (b) the Revolving Facility Credit Exposure under such
Revolving Facility of such Revolving Facility Lender at such time. 
 “Bail-In Action” shall mean the
exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

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

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended, or any similar federal or state
law for the relief of debtors. 
 “Below Threshold Asset Sale Proceeds” shall have the meaning assigned to
such term in the definition of the term “Cumulative Credit.” 
 “Benchmark” shall mean, initially, with respect to any amounts denominated in Euro, the EURIBO Rate, and for any other currency,
the Eurocurrency Rate with respect to such currency; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, then
“Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.23. 

“Benchmark
 Replacement” shall mean, for any Available Tenor, the first alternative set forth below and (where applicable) in the order set forth below for the applicable currency that can be determined by the Administrative Agent for the applicable
Benchmark Replacement Date: 
  

	 	(a)	 for Dollars:



  

	 	(1)	 the sum of: (a) Term
SOFR and (b) the related Benchmark Replacement Adjustment; 


  

	 	(2)	 the sum of: (a) Daily
Simple SOFR and (b) the related Benchmark Replacement Adjustment; 


 (3) the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any
selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant  

  
 6 













 
Governmental Body and/or (ii) any evolving or then-prevailing market
convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time in the U.S. syndicated loan market and (b) the related Benchmark Replacement
Adjustment; 

provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion;


(b)
 for all Non-Hardwired Currencies, the sum of: (a) the alternate benchmark rate that has been selected by the
Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for
determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities
denominated in such currency at such time in the U.S. syndicated loan market and (b) the related Benchmark Replacement Adjustment. 

If the
Benchmark Replacement as determined pursuant to clause (a)(1), (a)(2), (a)(3) or (b) above would be less than the Floor for the applicable Benchmark for the applicable Class, the Benchmark Replacement will be deemed to be the Floor applicable
to such Benchmark for the applicable Class for the purposes of this Agreement and the other Loan Documents. 

“Benchmark
 Replacement Adjustment” shall mean, with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark
Replacement: 

(1)
 for purposes of clauses (a)(1) and (a)(2) of the definition of “Benchmark Replacement”, the first alternative set
forth in the order below that can be determined by the Administrative Agent: (a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference
Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the
applicable Corresponding Tenor or (b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for
a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and 


(2)
 for purposes of clause (a)(3) or (b) of the definition of “Benchmark Replacement”, the spread adjustment, or
method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor and currency giving due
consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark for the applicable currency with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable currency in the U.S. syndicated loan market; 

  
 7 














provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable
discretion. 

“Benchmark
 Replacement Conforming Changes” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR”, the definition of “Business Day”,
the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability
of breakage provisions, the applicability of statutory reserves, the formula for calculating any successor rates identified pursuant to the definition of “Benchmark Replacement”, the formula, methodology or convention for applying the
successor Floor to the successor Benchmark Replacement and other technical, administrative or operational matters) that the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, may be appropriate to
reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably
determines that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably determines, in consultation with the Borrower, that no market practice for the administration of such
Benchmark Replacement exists, in such other manner of administration as the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, is reasonably necessary in connection with the administration of this
Agreement and the other Loan Documents). 

“Benchmark
 Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark for the applicable currency: 

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

(2)
 in the case of clause (3) of the definition of “Benchmark Transition Event”, the date of the public statement or
publication of information referenced therein; or 

(3)
 in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election
is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 P.M. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice
of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.  

For the
avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred
prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the
applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). 

  
 8 














“Benchmark
 Transition Event” shall mean, with respect to any Benchmark, the occurrence of one or more of the following events with respect to the then-current Benchmark for the applicable currency: 

(1)
 a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); 

(2)
 a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the
published component used in the calculation thereof), (in the case of Eurocurrency Rate with respect to amounts denominated in Dollars) the Board of Governors of the Federal Reserve System or the NYFRB, an insolvency official with jurisdiction over
the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the
administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or
indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or 

(3)
 a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the
published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative. 

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

“Benchmark
 Unavailability Period” shall mean, with respect to any then-current Benchmark for the applicable currency, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that
definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document for the applicable currency in accordance with Section 2.23 and (y) ending at
the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document for the applicable currency in accordance with Section 2.23. 

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership as required by
the Beneficial Ownership Regulation. 
 “Beneficial Ownership Regulation” shall mean 31 C.F.R. §
1010.230. 
 “Benefit Plan” shall mean any of (a) an “employee benefit plan” (as defined in
ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person 

  
 9 













 
whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit
plan” or “plan”. 
 “BHC Act Affiliate” of a party shall mean an “affiliate” (as
such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 

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

“Board of Directors” shall mean, as to any person, the board of directors or other governing body of such
person, or if such person is owned or managed by a single entity, the board of directors or other governing body of such entity. The Board of Directors of the Borrower may include the Board of Directors of any direct or indirect parent of the
Borrower. 
 “Bona Fide Debt Fund” shall mean (i) commercial or corporate banks and (ii) any
funds which principally hold passive investments in portfolios of commercial loans or debt securities for investment purposes in the ordinary course of business. 

“Borrower” shall have the meaning assigned to such term in the introductory paragraph of this Agreement. 

“Borrower Materials” shall have the meaning assigned to such term in Section 9.17. 

“Borrowing” shall mean a group of Loans of a single Type in a single currency under a single Facility and
made on a single date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect. 

“Borrowing Minimum” shall mean $500,000. 

“Borrowing Multiple” shall mean $500,000. 

“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03
and substantially in the form of Exhibit B. 

“Budget” shall have the meaning assigned to such term in
Section 5.04(e). 
 “Business Day” shall mean any day other than a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required by law to remain closed; provided, that when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude (a) any day on
which banks are not open for dealings in deposits in Dollars in the London interbank market (if such Eurocurrency Loan is denominated in Dollars) and (b) any day that is a Target Day (if such Eurocurrency Loan is denominated in Euro) and, when
used in connection with any Revaluation Date or determining any date on which any amount is to be paid or made available in an Alternate Currency other than Euro, the term “Business Day” shall also exclude any day on which commercial banks
and foreign exchange markets are not open for business in the principal financial center in the country of such Alternate Currency. 

“Capital Expenditures” shall mean, for any person in respect of any period, (a) the aggregate of all
expenditures (whether paid in cash or accrued as liabilities and including in all events amounts expended or capitalized under Capital Lease Obligations) incurred by such person during such period that, in accordance with GAAP, are or should be
included in “additions to property, plant or 

  
 10 













 
equipment” or similar items reflected in the statement of cash flows of such person and (b) Capitalized Software Expenditures. 

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other
amounts under any lease of (or other similar arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such
person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP; provided that obligations of the Borrower or its Subsidiaries, or
of a special purpose or other entity not consolidated with the Borrower and its Subsidiaries, either existing on the Closing Date or created thereafter that (i) initially were not included on the consolidated balance sheet of the Borrower as
capital lease obligations and were subsequently recharacterized as capital lease obligations or long-term financial obligations or, in the case of such a special purpose or other entity becoming consolidated with the Borrower and its Subsidiaries
were required to be characterized as capital lease obligations or long-term financial obligations upon such consolidation, in either case, due to a change in accounting treatment or otherwise that takes effect for periods ending after
December 31, 2018, (ii) did not exist on the Closing Date and were required to be characterized as capital lease obligations or long-term financial obligations but would not have been required to be treated as capital lease obligations or
long-term financial obligations on December 31, 2018 had they existed at that time or (iii) constitute or arise out of leases for office space, server space, retail space, research and development locations, customer service locations
or other business operating or service locations
entered into by the Borrower and its Subsidiaries in the ordinary course of business, shall for all purposes not be treated as Capital Lease Obligations or Indebtedness. 

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether
paid in cash or accrued as liabilities) by a person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as
capitalized costs on the consolidated balance sheet of such person and its subsidiaries. 
 “Cash
Collateralize” shall have the meaning assigned to such term in Section 2.05(g). 
 “Cash Interest
Expense” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, Interest Expense for such period, less the sum of, without duplication, (a) pay in kind Interest Expense orand all other non-cash Interest Expense
(including as a result of the effects of purchase accounting), (b) to the extent included in Interest Expense, the amortization of any debt issuance costs, commissions, and financing fees and expenses paid by, or on behalf of, the Borrower or any
Subsidiary, including such fees paid in connection with the Transactions, the Second Amendment
Transactions or upon entering into a Permitted Receivables Financing, and the expensing of any bridge, commitment or other financing fees and expenses, including those paid in connection with the
Transactions, the Second Amendment Transactions or
upon entering into a Permitted Receivables Financing or any amendment of this Agreement and (c) the amortization of debt discounts, if any, or fees in respect of Swap Agreements. 

“Cash Management Agreement” shall mean any agreement to provide to the Borrower or any Subsidiary cash
management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll,
trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment
services and wire transfer services. 

  
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 “Cash Management Bank” shall mean with respect to
(a) any Cash Management Agreement in existence on the Closing Date, any person that is (or an Affiliate thereof is) an Agent, an Arranger or a Lender on the Closing Date or (b) any Cash Management Agreement entered into after the Closing
Date, any person that is an Agent, Arranger or Lender or Affiliate thereof on the date such Cash Management Agreement is entered into, in each case, in its capacity as a party to such Cash Management Agreement. 

“CFC” shall mean a “controlled foreign corporation” within the meaning of Section 957(a) of
the Code. 
 “Chairman Shi Parties” shall mean (a) Shi Yuzhu and any trust for Shi Yuzhu’s benefit,
(b) any of Shi Yuzhu’s spouses or lineal descendants (including without limitation, step-children and adopted children and their lineal descendants) and any trust for the benefit of his spouses or lineal descendants; but in the case of
this clause (b), only to the extent that for so long as he is not deceased, incapacitated, incompetent or disabled, Shi Yuzhu retains ultimate Control over the direct or indirect interests in the Borrower transferred to such persons, (c) the
heirs, estates and the beneficiaries of the Persons in clauses (a) and (b) and (d) any entity Controlled by any of the foregoing (in the case of any entity Controlled by a Person in clause (b), only to the extent that for so long as
he is not deceased, incapacitated, incompetent or disabled, Shi Yuzhu retains ultimate Control over the direct or indirect interests in the Borrower transferred to such persons). 

A “Change in Control” shall be deemed to occur if: 

(a) at any time, a “change of control” (or similar event) shall occur under anythe Senior Unsecured Notes Indenture or any
other indenture or credit agreement in respect of any Junior Financing constituting Material Indebtedness; or 

(b) any combination of Permitted Holders in the aggregate shall fail to have the power, directly or indirectly, to vote or
direct the voting of Equity Interests representing at least a majority of the ordinary voting power for the election of directors of the Borrower; provided that the occurrence of the foregoing event shall not be deemed a Change in Control if,

 (i) at any time prior to a Qualified IPO,
(A) any combination of Permitted Holders in the aggregate otherwise have the right, directly or indirectly, to designate or approve a majority of the Board of Directors of the Borrower at such time or (B) any combination of Permitted Holders in
the aggregate own, directly or indirectly, a majority of the ordinary voting Equity Interests of the Borrower at such time; or 

(ii) at any time upon or after a
Qualified IPO, no person or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or
“group” and its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than any combination of the Permitted Holders, shall have acquired beneficial
ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) of more than the greater of (x) 50% on a fully diluted basis of the ordinary voting Equity Interests in the Borrower and (y) the
percentage of the ordinary voting Equity Interests in the Borrower owned, directly or indirectly, in the aggregate by the Permitted Holders on a fully diluted basis. 

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the Closing Date,
(b) any change in law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or L/C Issuer (or, for purposes of Section 2.15(b), by any
Lending Office of such Lender or by such Lender’s or L/C Issuer’s 

  
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holding company, if any) with any written request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date;
provided, however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in
connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirement and directives promulgated by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented, but only to the
extent a Lender is imposing applicable increased costs or costs in connection with capital or liquidity adequacy requirements similar to those described in clauses (a) and (b) of Section 2.15 generally on other similarly situated
borrowers of loans under United States of America credit facilities. 
 “Charges” shall have the meaning
assigned to such term in Section 9.09. 
 “Class” shall mean, (a) when used in reference to any
Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are Term B Loans, Term
B-1 Loans, Other Term Loans having the same terms, Initial Revolving Loans or Other Revolving Loans having the same terms; and (b) when used in reference to any Commitment, refers to
whether such Commitment is in respect of a commitment to make Term B Loans, Term B-1 Loans, Other Term Loans having the same terms, Initial Revolving Loans or Other Revolving Loans having the same terms. Other Term Loans, or Other Revolving Loans that have different terms and conditions (together with
the Commitments in respect thereof) from the Term B Loans, Term B-1 Loans or the Initial Revolving Loans, respectively, or from other Other Term Loans or other Other Revolving Loans, as applicable, shall be construed to be in separate and distinct Classes. 

“Class Loans” shall have the meaning assigned to such term in Section 9.08(f). 

“Closing Date” shall mean December 10, 2019. 

“CNI
Growth Amount” shall mean, at any date of determination, an amount (which amount shall not be less than zero) equal to 50% of Consolidated Net Income for the cumulative period from the first day of the fiscal quarter of the Borrower during
which the Second Amendment Effective Date occurs to and including the last day of the most recently ended fiscal quarter of the Borrower prior to such date for which consolidated financial statements required pursuant to Section 5.04(a) or
5.04(b) have been delivered, or at the Borrower’s election, are internally available (treated as one accounting period). 

“Code” shall mean the Internal Revenue Code of 1986, as amended. 

“Collateral” shall mean all the “Collateral” (or equivalent term) as defined in any Security
Document and shall also include the Mortgaged Properties and all other property that is subject to any Lien in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to any Security Documents. 

“Collateral Agent” shall mean the Administrative Agent acting as collateral agent for the Secured Parties.

 “Collateral Agreement” shall mean the Collateral Agreement substantially in the form of Exhibit
L, dated as of the Closing Date, among the Borrower, each Domestic Subsidiary Loan Party and the Collateral Agent, as amended, supplemented or otherwise modified from time to time. 

  
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 “Collateral and Guarantee Requirement” shall mean the
requirement that (in each case subject to Sections 5.10(d), (e) and (h) and Schedule 5.10): 

(a) on the Closing Date, the Collateral Agent shall have received (i) from the Borrower and each Domestic
Subsidiary Loan Party, a counterpart of the Collateral Agreement, duly executed and delivered on behalf of such person, (ii) from the Borrower and each Subsidiary Loan Party, a counterpart of the Guarantee Agreement, duly executed and delivered
on behalf of such person, (iii) a counterpart of the UK Share Charge, duly executed and delivered on behalf of the Borrower, (iv) a counterpart of the UK Debenture, duly executed and delivered on behalf of Playtika UK—House of Fun
Limited, (v) a counterpart of each Israeli Collateral Agreement (other than the Israeli Share Pledge), together with a Hebrew convenience translation thereof certified as accurate by the applicable Israeli Subsidiary Loan Party and a charge
registration form (“Form 10”), in each case duly executed and delivered on behalf of the applicable Israeli Subsidiary Loan Party and in acceptable form for filing with the Israeli Registrar of Companies, and (vi) a counterpart of the
Israeli Share Pledge, duly executed and delivered on behalf of the Borrower, together with a notice of pledge, duly executed and delivered on behalf of the Borrower and in acceptable form for filing with the Israeli Registrar of Pledges; 

(b) on the Closing Date, (i) the Collateral Agent shall have received a pledge of all of the issued and
outstanding Equity Interests owned on the Closing Date directly by the Borrower and the Domestic Subsidiary Loan Parties, other than Excluded Securities and (ii) the Collateral Agent shall have received all certificates or other instruments (if
any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank, and with respect to pledged Equity Interests of any Subsidiary organized under the laws of the State of
Israel, irrevocable instructions from the pledgor of such Equity Interests addressed to such Subsidiary, in relation to payments while an “Event of Default” (as defined in the applicable Security Document under which such Equity Interests
are pledged) shall have occurred and be continuing; 
 (c) (i) on the Closing Date and at all times
thereafter, all Indebtedness of the Borrower and each Subsidiary having, in the case of each instance of Indebtedness, an aggregate principal amount in excess of $10.0 million (other than (A) intercompany current liabilities in connection with
the cash management, tax and accounting operations of the Borrower and the subsidiaries, (B) any obligations or liabilities under Operations Services Agreements or (C) to the extent that a pledge of such promissory note or instrument would
violate applicable law) that is owing to the Borrower or a Subsidiary Loan Party, other than Excluded Securities, shall be evidenced by a promissory note or an instrument and shall have been pledged pursuant to the Collateral Agreement (or other
applicable Security Document as reasonably required by the Collateral Agent), and (ii) the Collateral Agent shall have received all such promissory notes or instruments required to be delivered pursuant to the applicable Security Documents,
together with note powers or other instruments of transfer with respect thereto endorsed in blank; 
 (d) in
the case of any person that becomes a Subsidiary Loan Party after the Closing Date, subject to Section 5.10(h), the Collateral Agent shall have received (i) a supplement to the Guarantee Agreement, (ii) in the case of a Domestic
Subsidiary Loan Party, a Supplement to the Collateral Agreement and supplements to the other Security Documents, if applicable, in the form specified therein or otherwise reasonably acceptable to the Administrative Agent, duly executed and delivered
on behalf of such Domestic Subsidiary Loan Party, (iii) in the case of a UK Subsidiary Loan Party, a supplement to the UK
Supplemental Debenture and the other Security Documents, if
applicable, in the form specified therein or otherwise reasonably acceptable to the Administrative Agent, duly executed and delivered on behalf of such UK Subsidiary Loan Party, (iv) in the case


  
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of an Israeli Subsidiary Loan Party, security documents substantially in the forms of the documents specified in clause (ii) of the definition of “Israeli Collateral Agreements”,
mutatis mutandis, or otherwise reasonably acceptable to the Administrative Agent, duly executed and delivered on behalf of such Israeli Subsidiary Loan Party and (v) in the case of a Subsidiary Loan Party organized or incorporated in any
jurisdiction other than the United States, England and Wales or Israel, such other Security Documents as are customary for the grant of a floating charge or similar or equivalent security over the Equity Interests in, and/or applicable assets of,
such Subsidiary Loan Party in such other jurisdiction and reasonably acceptable to the Administrative Agent; 

(e) after the Closing Date, (i) subject to Section 5.10(h), all the Equity Interests that are
directly acquired by the Borrower or a Domestic Subsidiary Loan Party after the Closing Date, other than Excluded Securities, in each case, shall have been pledged pursuant to the Collateral Agreement, the UK Collateral Agreements, the Israeli
Collateral Agreements or other applicable Security Document, and (ii) the Collateral Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of
transfer with respect thereto endorsed in blank; 
 (f) on the Closing Date and at all times thereafter,
except as otherwise contemplated by this Agreement or any Security Document, all documents and instruments, including Uniform Commercial Code financing statements and intellectual property security agreements, charge registration forms (“Form
10”) and notices of pledge required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements
thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording
concurrently with, or promptly following, the execution and delivery of each such Security Document; 
 (g)
(x) as soon as practicable after the Closing Date but in no event later than 90 days after the Closing Date with respect to the Mortgaged Properties set forth on Schedule 3.07 (or such later date as the Collateral Agent may agree in its
reasonable discretion) and (y) within the time periods set forth in, and solely to the extent required by, Section 5.10(c), 5.10(d) or 5.10(i) with respect to the Mortgaged Properties encumbered pursuant to said Section 5.10(c),
5.10(d), or 5.10(i), the Collateral Agent shall have received counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and suitable for
recording or filing; 
 (h) with respect to each Mortgage delivered pursuant to clause (g) above, the
Collateral Agent shall have received (i) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property on which a “Building” or “Mobile
Home” (each as defined in 12 CFR Chapter III, Section 339.2) (or such other similar terms as contemplated by the Flood Insurance Laws) is located (together with a notice about special flood hazard area status and flood disaster assistance
duly executed by the Borrower and each Domestic Subsidiary Loan Party relating thereto), (ii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02 (including,
without limitation, flood insurance policies), each of which shall (A) be endorsed or otherwise amended to include a “standard” lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Collateral Agent,
on behalf of the Secured Parties, as additional insured, (C) in the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable flood zone designation, the
flood insurance coverage and the deductible relating thereto, (3) provide that the insurer will 

  
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give the Collateral Agent forty-five (45) days’ written notice of cancellation (or such shorter period acceptable to the Administrative Agent) and (4) otherwise be in form and
substance reasonably satisfactory to the Administrative Agent; provided that the Borrower shall provide the documentation set forth in clauses (h)(i) and (h)(ii) (limited in the case of clause (h)(ii) to copies of flood insurance policies
required by Section 5.02 as reasonably determined by the Borrower) to the Administrative Agent (for distribution to the Revolving Facility Lenders) at least twenty (20) days in advance of providing a Mortgage and the Administrative Agent
shall not enter into any Mortgage unless the Borrower shall have delivered the foregoing documentation to the Administrative Agent at least twenty (20) days in advance of providing the related Mortgage (it being understood that the Borrower
shall use diligent efforts to promptly provide any further documentation reasonably requested by the Administrative Agent pursuant to clauses (h)(i) and (h)(ii) after the foregoing deadline), (iii) [Reserved], (iv) if reasonably requested
by the Administrative Agent, opinions addressed to the Administrative Agent and the Collateral Agent for its benefit and for the benefit of the Secured Parties of (A) local counsel for the Borrower in each jurisdiction where the Mortgaged
Property is located with respect to the enforceability of the Mortgages and other matters customarily included in such opinions and (B) counsel for the Borrower regarding due authorization, execution and delivery of the Mortgages, in each case,
in form and substance reasonably satisfactory to the Administrative Agent, (v) if reasonably requested by the Administrative Agent, a policy or policies or marked-up unconditional binder of title insurance, as applicable, paid for by the
Borrower or the Subsidiaries or a Parent Entity, issued by a nationally recognized title insurance company insuring the Lien of each Mortgage to be entered into on the Closing Date or thereafter in accordance with Sections 5.10(c), 5.10(d) and
5.10(i) as a valid Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements (including zoning endorsements where reasonably appropriate and available at a
commercially reasonable cost or, in lieu of such zoning endorsements, where available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, a zoning report from a recognized vendor or a zoning
compliance letter from the applicable municipality in a form reasonably acceptable to the Collateral Agent), coinsurance and reinsurance as the Collateral Agent may reasonably request and which are available at commercially reasonable rates in the
jurisdiction where the applicable Mortgaged Property is located, (vi) if the finalization of the title insurance policies pursuant to clause (v) hereof and the Surveys (as hereinafter defined) pursuant to clause (vii) hereof occurs
after delivery of any Mortgage pursuant to clause (h), then, to the extent required to correct and/or confirm the Mortgaged Property encumbered by such Mortgage is consistent with that so insured and surveyed and/or confirm the Collateral
Agent’s mortgage lien on and security interests in such Mortgaged Property, (A) an amendment to any such applicable Mortgage (or to the extent required, a new Mortgage) duly authorized, executed and acknowledged, in recordable form and
otherwise in form and substance reasonably acceptable to the Administrative Agent with respect to each such applicable Mortgaged Property and (B) such other documents, including, but not limited to, any supplemental consents, agreements and/or
confirmations of third parties, and supplemental local counsel opinions, as Collateral Agent may reasonably request in order to effectuate the same, and (vii) if reasonably requested by the Administrative Agent, to the extent required by the
title insurance company to remove the survey exception from any title policy delivered pursuant to clause (v) above and to issue a survey endorsement for any title policy delivered pursuant to clause (v) above, a survey of each Mortgaged
Property (including all improvements, easements and other customary matters thereon reasonably required by the Collateral Agent), as applicable, for which all necessary fees (where applicable) have been paid (such surveys, collectively, the
“Surveys”). Any such Surveys shall, to the extent required by the Administrative Agent and the title insurance company, be certified to Borrower, Collateral Agent and the title insurance company, and shall meet minimum standard
detail requirements for ALTA/ACSM Land Title Surveys in all material respects and shall be sufficient and satisfactory to the title insurance company so as to enable the 

  
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 title insurance company to issue coverage over all general survey exceptions
and to issue all endorsements reasonably requested by Collateral Agent. All such Surveys shall be dated (or redated) not earlier than six months prior to the date of delivery thereof (unless otherwise acceptable to the Administrative Agent or the
title insurance company issuing the title insurance); 
 (i) on the Closing Date, the Collateral Agent shall
have received evidence of the insurance required by Section 5.02(a); and 
 (j) after the Closing Date,
the Collateral Agent shall have received (i) such other Security Documents as may be required to be delivered pursuant to Section 5.10, and (ii) upon reasonable request by the Collateral Agent, evidence of compliance with any other
requirements of Section 5.10. 
 “Commitment Fee” shall have the meaning assigned to such term in
Section 2.12(a). 
 “Commitments” shall mean with respect to any Lender, such Lender’s Revolving
Facility Commitment and Term Loan Commitment. 
 “Commodity Exchange Act” shall mean the Commodity Exchange
Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. 
 “Conduit
Lender” shall mean any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided,
that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating
Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender; provided, further, that no Conduit
Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.15, 2.16, 2.17 or 9.05 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender,
unless the designation of such Conduit Lender is made with the Borrower’s prior written consent (not to be unreasonably withheld or delayed), which consent shall specify that it is being made pursuant to the proviso in the definition of Conduit
Lender and provided that that designating Lender provides such information as the Borrower reasonably requests in order for the Borrower to determine whether to provide its consent or (b) be deemed to have any Commitment. 

“Consolidated Debt” shall mean, at any date of determination, the aggregate amount of (without duplication)
all Indebtedness (other than letters of credit or bank guarantees, to the extent undrawn) consisting of Capital Lease Obligations, Indebtedness for borrowed money and Disqualified Stock of the Borrower and the Subsidiaries determined on a
consolidated basis on such date in accordance with GAAP. 
 “Consolidated Net Income” shall mean, with
respect to the Borrower and its Subsidiaries for any period, the aggregate of the Net Income of the Borrower and its Subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication, 

(i) any net after tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge or
accrual or reserve (less all fees and expenses relating thereto) including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning, conversion or
reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to facilities closing costs,
contract terminations, legal settlements, curtailments or
modifications to pension and post-retirement 

  
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employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, transition costs, signing, retention or completion bonuses, and
expenses, fees or charges related to any offering of Equity Interests or debt securities of the Borrower, any Subsidiary or any Parent Entity, any Investment, acquisition, disposition, recapitalization or issuance, repayment, refinancing, amendment
or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses, costs, charges or change in control payments related to the
Transactions, the Second Amendment Transactions or
the Existing Credit Agreement Transactions (including any costs relating to auditing prior periods, transition-related expenses, and Transaction Expenses incurred before, on or after the Closing Date), in each case, shall be excluded, 

(ii) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations
and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded, 

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to
business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded, 

(iv) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to
the early extinguishment of indebtedness, Swap Agreements or other derivative instruments shall be excluded, 

(v) (A) the Net Income for such period of any person that is not a subsidiary of such person, or is an
Unrestricted Subsidiary or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the
referent person or a subsidiary thereof (other than an Unrestricted Subsidiary of such referent person) in respect of such period and (B) the Net Income for such period shall include any ordinary course dividend, distribution or other payment
in cash received from any person in excess of the amounts included in clause (A), 
 (vi) Consolidated Net
Income for such period shall not include the cumulative effect of a change in accounting principles during such period, 

(vii) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such
person and its Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the
Transactions, the Second Amendment Transactions or any
consummated acquisition or Investment, or the
amortization or write-off of any amounts thereof, net of taxes, shall be excluded, 
 (viii) any
impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles adjustments arising pursuant to GAAP, shall be excluded, 

(ix) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee
benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded, 

(x) accruals and reserves that are established or adjusted within twelve months after the Closing Date and that
are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded, 

  
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 (xi) non-cash gains, losses, income and expenses resulting
from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded, 

(xii) any currency translation gains and losses related to changes in foreign currency exchange rates
(including, without limitation, currency remeasurements of Indebtedness), and any net loss or gain resulting from Swap Agreements for currency exchange risk, shall be excluded, 

(xiii) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the
cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included, 

(xiv) (1) to the extent covered by insurance and actually reimbursed, or, so long as such person has made a
determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact
reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be
excluded, and (2) amounts estimated in good faith to be received from insurance in respect of lost revenues or earnings in respect of liability or casualty events or business interruption shall be included (with a deduction for amounts actually
received up to such estimated amount to the extent included in Net Income in a future period), 
 (xv)
without duplication, an amount equal to the amount of distributions actually made to any parent or equity holder of such person in respect of such period in accordance with Section 6.06(b)(y) shall be included as though such amounts had been
paid as income taxes directly by such person for such period, 
 (xvi) non-cash charges for deferred tax asset valuation
allowances shall be excluded, and 
 (xvii) Consolidated Net Income shall be calculated by deducting, without
duplication of amounts otherwise deducted, rent, insurance, property taxes and other amounts and expenses actually paid in cash under any lease for office space, server space, retail space, research and development locations, customer service locations
or other business operations or services in the
applicable Test Period and no deductions in calculating Consolidated Net Income shall occur as a result of imputed interest, amounts under any lease for office space, server space, retail space, research and development locations, customer service locations
or other business operations or services not paid in
cash during the relevant Test Period or other non-cash amounts incurred in respect of any lease for office space, server space, retail
space, research and development locations, customer service locations or other business operations or services; provided that any “true-up” of rent paid in cash pursuant to any lease for office space, server space, retail space or other business operations shall be accounted for in the fiscal quarter to
which such payment relates as if such payment were originally made in such fiscal quarter. 
 “Consolidated
Total Assets” shall mean, as of any date of determination, the total assets of the Borrower and the consolidated Subsidiaries without giving effect to any amortization of the amount of intangible assets since December 31, 2018,
determined in accordance with GAAP, as set forth on the consolidated balance sheet of the Borrower as of the last day of the fiscal quarter most recently ended for which financial statements have been (or were required to be) delivered pursuant to
Section 5.04(a) or 5.04(b), as applicable, calculated on a Pro Forma Basis after giving effect to any acquisition or disposition of a person or assets that have occurred on or after the last day of such fiscal quarter. 

  
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 “Control” shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled”
shall have meanings correlative thereto. 

“Convertible
 Indebtedness” shall mean Indebtedness of the Borrower permitted to be incurred under the terms of this Agreement that is either (a) convertible into common stock of the Borrower (and cash in lieu of fractional shares) and/or cash (in an
amount determined by reference to the price of such common stock) or (b) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for common stock of the Borrower
and/or cash (in an amount determined by reference to the price of such common stock). 
 “Corresponding Tenor” with respect to any Available Tenor shall mean, as applicable, either a tenor (including overnight) or an
interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. 

“Covered Entity” shall mean any of the following: (a) a “covered entity” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 
 “Covered
Party” shall have the meaning assigned thereto in Section 9.27(a). 
 “Credit Event” shall
have the meaning assigned to such term in Article IV. 
 “Credit Suisse” shall mean Credit Suisse AG,
Cayman Islands Branch, in its individual capacity, together with its other branches and affiliates, and its successors. 

“Cumulative Credit” shall mean, at any date, an amount, not less than zero in the aggregate, determined on a
cumulative basis equal to, without duplication (and without duplication of amounts that otherwise increased the amount available for Investments pursuant to Section 6.04): 

(a) $100.0the greater of $150.0
million and 0.175 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test
Period, plus: 
 (b) an amount (which
amount shall not be less than zero) equal to the
Cumulative2020 Retained Excess Cash
Flow Amount at such time, plus 

(c)
 the CNI Growth Amount; plus 
 (cd) the aggregate amount of proceeds
received after the Closing Date and prior to such time that would have constituted Net Proceeds pursuant to clause (a) of the definition thereof except for the operation of clause (x) or (y) of the third proviso thereof (this clause
(cd), the “Below Threshold
Asset Sale Proceeds”), plus 

(de) the cumulative amount of proceeds (including cash and the fair market value (as determined in good faith by the Borrower)
of property other than cash) from the sale of Equity Interests in the Borrower or any Parent Entity after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds constitute, or have been
contributed as, common equity to the capital of the Borrower and common Equity Interests in the Borrower issued upon conversion of Indebtedness of the Borrower or any Subsidiary owed to a 

  
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person other than the Borrower or a Subsidiary not previously applied for a purpose other than use in the Cumulative Credit; provided, that this clause (de) shall exclude Permitted Cure Securities
and the proceeds thereof, Excluded Debt Contributions and the proceed thereof, Excluded RP Contributions and the proceeds thereof, sales of Equity Interests financed as contemplated by Section 6.04(e) or used as described in clause (ix) of
the definition of EBITDA and any amounts used to finance the payments or distributions in respect of any Junior Financing pursuant to Section 6.08(b)(i)(C), plus 

(ef) 100% of the aggregate amount of contributions to the common capital of the Borrower received in cash (and the fair market
value (as determined in good faith by the Borrower) of property other than cash) after the Closing Date (subject to the same exclusions as are applicable to clause
(de) above), plus 

(fg) 100% of the aggregate principal amount of any Indebtedness (including the liquidation preference or maximum fixed
repurchase price, as the case may be, of any Disqualified Stock) of the Borrower or any Subsidiary thereof issued after the Closing Date (other than Indebtedness issued to a Subsidiary), which has been converted into or exchanged for Equity
Interests (other than Disqualified Stock) in the Borrower or any Parent Entity, plus 
 (gh) 100% of the aggregate amount received by
the Borrower or any Subsidiary in cash (and the fair market value (as determined in good faith by the Borrower) of property other than cash received by the Borrower or any Subsidiary) after the Closing Date from: 

(A) the sale (other than to the Borrower or any Subsidiary) of the Equity Interests in an Unrestricted Subsidiary, or 

(B) any dividend or other distribution by an Unrestricted Subsidiary, plus 

(hi) in the event any Unrestricted Subsidiary has been redesignated as a Subsidiary or has been merged, consolidated or
amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or any Subsidiary, the fair market value (as determined in good faith by the Borrower) of the Investments of the Borrower or any Subsidiary in such
Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), plus 

(ij) the aggregate amount of any Declined Proceeds, plus 

(jk) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale,
repayments, income and similar amounts) actually received by the Borrower or any Subsidiary in respect of any Investments made pursuant to Section 6.04(j)(ii) after the Closing Date prior to such time, minus 

(kl) any amounts thereof used to make Investments pursuant to Section 6.04(j)(ii) after the ClosingSecond Amendment Effective Date prior
to such time, minus 

(m)
 any amounts thereof used to make Restricted Payments pursuant to Section 6.06(e) after the Second Amendment
Effective Date prior to such time, minus 

(ln) any amounts thereof used to make payments or distributions in respect of Junior Financings pursuant to
Section 6.08(b)(i)(E) after the ClosingSecond
Amendment Effective Date 

  
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prior to such time (other than payments made with proceeds from the issuance of Equity Interests that were excluded from the calculation of the Cumulative Credit pursuant to clause (ce) above). 

provided, however, for purposes of
Section 6.06(e) and Section 6.08(b)(i)(E), the
calculation of the Cumulative Credit shall not include any (x) Declined Proceeds or
(y) Below Threshold Asset Sale Proceeds except to the extent they are used as contemplated in clause
(kl) above. 

“Cumulative Retained Excess Cash Flow Amount” shall mean, at any date, an amount determined on a
cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods (which shall not be less than zero for any Excess Cash Flow Period) ending after the Closing Date and prior to
such date. 
 “Cure Amount” shall have the meaning assigned to such term in
Section 7.02. 
 “Cure Expiration Date” shall have the meaning assigned to such term in
Section 7.02. 
 “Cure Right” shall have the meaning assigned to such term in Section 7.02. 

“Current Assets” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at any
date of determination, the sum of (a) all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Subsidiaries as
current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits, and (b) in the event that a Permitted Receivables Financing is accounted for off balance sheet, (x) gross
accounts receivable comprising part of the Receivables Assets subject to such Permitted Receivables Financing less (y) collections against the amounts sold pursuant to clause (x). 

“Current Liabilities” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis
at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Subsidiaries as current liabilities at such date of determination, other than (a) the
current portion of any Indebtedness, (b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of transaction
costs resulting from the Transactions, the Second Amendment Transactions or the Existing Credit Agreement Transactions, (e) accruals of any costs or expenses related to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and
other post-retirement benefit obligations, and (f) accruals for add-backs to EBITDA included in clauses (a)(iv) through (a)(vi) of the definition of such term. 

“Daily
 Simple SOFR” shall mean, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in consultation with the Borrower in accordance with the conventions for this rate
selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent reasonably determines that any such convention is not administratively
feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion and in consultation with the Borrower. 

“Debt Fund Affiliate Lender” shall mean entities managed by the Affiliates of the Borrower or funds advised
by their respective affiliated management companies that are primarily engaged in, or advise funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions
of credit or securities in the ordinary course and for which no personnel making investment decisions in respect of any equity fund which has a 

  
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direct or indirect equity investment in the Borrower or its Subsidiaries has the right to make any investment decisions. 

“Debt Service” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for any
period, Cash Interest Expense of the Borrower and the Subsidiaries for such period plus scheduled principal amortization of Consolidated Debt of the Borrower and the Subsidiaries for such period. 

“Debtor Relief Laws” shall mean the Bankruptcy Code, the Israeli Insolvency and Rehabilitation Law, 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, the State of Israel or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors generally. 
 “Declined
Proceeds” shall have the meaning assigned to such term in Section 2.11(e). 
 “Default” shall
mean any event or condition which, but for the giving of notice, lapse of time or both would constitute an Event of Default. 

“Default Right” shall have the meaning assigned to that term in, and shall be interpreted in accordance with,
12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 
 “Defaulting Lender” shall mean, subject to
Section 2.22, 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 unless such Lender notifies the Administrative Agent and the
Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in
such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two
Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any L/C Issuer 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 (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three 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 so long as such ownership interest does not result in or provide such Lender with immunity from
the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting 

  
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Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject
to Section 2.22) upon delivery of written notice of such determination to the Borrower, each L/C Issuer and each Lender. 

“Designated Non-Cash Consideration” shall mean the fair market value (as determined in good faith by the
Borrower) of non-cash consideration received by the Borrower or any Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting
forth the basis of such valuation, less the amount of cash or cash equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration. 

“Discharged Indebtedness” shall mean Indebtedness that has been defeased (pursuant to a contractual or legal
defeasance) or discharged pursuant to the prepayment or deposit of amounts sufficient to satisfy such Indebtedness as it becomes due or irrevocably called for redemption (and regardless of whether such Indebtedness constitutes a liability on the
balance sheet of the obligors thereof); provided, however, that (i) the Indebtedness shall be deemed Discharged Indebtedness if the payment or deposit of all amounts required for defeasance or discharge or redemption thereof have
been made even if certain conditions thereto have not been satisfied, so long as such conditions are reasonably expected to be satisfied within 95 days after such prepayment or deposit and (ii) such deposited funds shall be excluded from the
calculation of Unrestricted Cash; provided, further, however, that if the conditions referred to in clause (i) of the immediately preceding proviso are not satisfied within 95 days after such prepayment or deposit, such
Indebtedness shall cease to constitute Discharged Indebtedness after such 95-day period. 
 “Discount
Range” shall have the meaning assigned to such term in Section 2.11(h)(ii). 
 “Discounted Prepayment
Option Notice” shall have the meaning assigned to such term in Section 2.11(h)(ii). 
 “Discounted
Voluntary Prepayment” shall have the meaning assigned to such term in Section 2.11(h)(i). 

“Discounted Voluntary Prepayment Notice” shall have the meaning assigned to such term in
Section 2.11(h)(v). 
 “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. 

“Disqualified Stock” shall mean, with respect to any person, any Equity Interests in such person that, by its
terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than
solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale
event shall be subject to the prior repayment in full of the Loans and all other Loan Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for
Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) at the option of the holders thereof, is or becomes convertible into or exchangeable for Indebtedness or any other Equity
Interests that would constitute Disqualified Stock, in each case, prior to the date that is ninety-one (91) days after the earlier of (x) the latest Term Facility Maturity Date in effect on the date of issuance and (y) the date on
which the Loans and all other Loan Obligations that are accrued 

  
 24 













 
and payable are repaid in full and the Commitments are terminated; provided, however, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are
so convertible or exchangeable, so accrue dividends, or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided further, however, that if such Equity Interests are
issued to any employee or to any plan for the benefit of employees of the Borrower or the Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be
repurchased by the Borrower or any Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided further, however, that any class of
Equity Interests in such person that by its terms authorizes such person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock. 

“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such
amount, and (b) with respect to any amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as applicable, at such time on the basis of the
Spot Rate (determined in respect of the most recent Revaluation Date or other applicable date of determination) for the purchase of Dollars with such currency. 

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

“Domestic Subsidiary” shall mean any Subsidiary that is not a Foreign Subsidiary. 

“Domestic Subsidiary Loan Party” shall mean (a) each Domestic Subsidiary of the Borrower on the ClosingSecond Amendment Effective Date that
is set forth on Schedule 1.01(A) and (b) each other Domestic Subsidiary of the Borrower that becomes, or is required pursuant to Section 5.10 to become, a party to the Guarantee Agreement and the Collateral Agreement after the ClosingSecond Amendment Effective Date. 

“Early
 Opt-in Election” shall mean, if the then-current Benchmark is the EURIBO Rate or the Eurocurrency Rate, as applicable for the applicable currency, the occurrence of the following:  

(1)
 (a) with respect to Dollars, a notification by the Administrative Agent to (or the request by the Borrower to the
Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities in the U.S. syndicated loan market at such time contain (as a result of amendment or as
originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review); or (b) with
respect to a Non-Hardwired Currency, a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding syndicated credit
facilities which include such Non-Hardwired Currency at such time in the U.S. syndicated loan market contain or are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the then current Benchmark
with respect to such Non-Hardwired Currency as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and


(2)
 in each case, the joint election by the Administrative Agent and the Borrower to trigger a fallback from the applicable
then-current Benchmark and the provision by the Administrative Agent of written notice of such election to the Lenders. 

  
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 “EBITDA” shall mean, with respect to the Borrower and the
Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent the respective amounts
described in subclauses (i) through (x) of this clause (a) otherwise reduced such Consolidated Net Income for the respective period for which EBITDA is being determined): 

(i) provision for Taxes based on income, profits or capital of the Borrower and the Subsidiaries for such
period, including, without limitation, federal, state, foreign, franchise, property, excise and similar taxes and domestic and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations) and,
without duplication, any Tax Distributions taken into account in calculating Consolidated Net Income, 
 (ii)
Interest Expense (and to the extent not included in Interest Expense, (x) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock or Disqualified Stock and (y) costs of surety bonds in
connection with financing activities) of the Borrower and the Subsidiaries for such period (net of interest income of the Borrower and the Subsidiaries for such period), 

(iii) depreciation and amortization expenses of the Borrower and the Subsidiaries for such period including,
without limitation, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other
post-employment benefits, 
 (iv) any costs, fees, expenses or charges (other than depreciation or
amortization expense as described in the preceding clause (iii)) related to any issuance of Equity Interests (including any public offering or direct listing), Investment, acquisition, disposition, recapitalization or the incurrence, modification or
repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (w) such fees, expenses or charges related to the Existing Credit Agreement Transactions, the
Transactions, the Second Amendment Transactions, the offering of the Senior Unsecured Notes and this Agreement, (x) such fees, expenses or charges related to any amendment or other modification of the Obligations or other Indebtedness, (y) any “additional interest,” “default
interest” or similar penalties with respect to any Indebtedness permitted hereunder and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Permitted Receivables Financing,

 (v) business optimization expenses and other restructuring charges, reserves, expenses or accruals
(which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, operating improvements, business optimization, facility closure, facility consolidations, facility reconstruction, decommissioning,
recommissioning, conversion or reconfiguration, retention, severance, recruiting, transition, integration, insourcing, outsourcing and systems establishment costs, legal settlement costs, contract termination costs, future lease commitments and
excess pension charges) and, in each case, expected to be initiated, achieved, completed or realized within 1224 months, in the good faith determination of the
Borrower; provided, that the aggregate amount of adjustments for any Test Period pursuant to this clause (v), together with the aggregate amount of adjustments made for such Test
Period pursuant to the second paragraph of the definition of “Pro Forma Basis”, shall not exceed an amount equal to 20% of EBITDA for such Test Period (calculated after giving effect to any adjustment pursuant to this clause (v) and
the second paragraph of the definition of “Pro Forma Basis”)., 

  
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 (vi) any other non-cash charges (including impairment
charges); provided, that, for purposes of this subclause (vi) of this clause (a), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable
thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period), 

(vii) the amount of management, consulting, monitoring, transaction and advisory fees and related expenses paid
in accordance with Section 6.07 (or any accruals related to such fees and related expenses) during such period, 

(viii) the amount of loss on sale of receivables and related assets to a Special Purpose Receivables Subsidiary
in connection with a Permitted Receivables Financing, 
 (ix) any costs or expenses incurred pursuant to any
management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, but in the case of any such costs or expenses that represent cash payments or expenditures,
only to the extent that such costs or expenses are funded in such Test Period with cash proceeds contributed to the capital of any Loan Party or the net cash proceeds of the issuance of Qualified Equity Interests of the Borrower and such cash
proceeds are excluded from the calculation of the Cumulative Credit, and 
 (x) any deductions (less any
additions) attributable to minority interests except, in each case, to the extent of cash paid or received, and 
 minus (b) the
sum of (without duplication and to the extent the amounts described in this clause (b) increased such Consolidated Net Income for the respective period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of
the Borrower and the Subsidiaries for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or
cash reserve for, anticipated cash charges that reduced EBITDA in any prior period). 
 Notwithstanding anything to the contrary contained
herein, EBITDA shall be deemed to be $149,948,116 for the fiscal quarter ended on September 30, 2018; $88,055,028 for the fiscal quarter ended on December 31, 2018; $160,893,613 for the fiscal quarter ended on March 31, 2019; and
$161,436,130 for the fiscal quarter ended on June 30, 2019. For purposes of determining EBITDA for any Test Period that includes any period occurring prior to the Closing Date, EBITDA for each fiscal quarter ending after the Closing Date shall
be calculated on a Pro Forma Basis giving effect to the Transactions. 
 “EEA Financial Institution” shall
mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an
institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is
subject to consolidated supervision with its parent. 
 “EEA Member Country” shall mean any of the member
states of the European Union, Iceland, Liechtenstein, and Norway. 
 “EEA Resolution Authority” shall mean
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. 

  
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 “EMU Legislation” shall mean the legislative measures of
the European Council for the introduction of, changeover to or operation of a single or unified European currency. 

“Engagement LetterLetters” shall mean
(a) that certain Engagement Letter dated as of
August 20, 2019, among the Borrower, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and UBS Securities LLC, relating to the Term B Facility and the Revolving Facility, as amended, restated, supplemented or otherwise
modified from time to time. and (b) that
certain Commitment and Engagement Letter dated as of February 26, 2021, among the Borrower, BofA Securities, Inc., Bank of America, N.A., Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Credit Suisse AG, Cayman Islands Branch,
Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., UBS Securities LLC and UBS AG, Stamford Branch, relating to the 2021 Increase Revolving Facility Commitment and Term B-1 Facility, as amended, restated, supplemented or otherwise modified
from time to time. 
 “environment” shall mean ambient and indoor air, surface water
and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law. 

“Environmental Laws” shall mean all applicable laws (including common law), rules, regulations, codes,
ordinances, orders, decrees or judgments, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the generation, management, Release or threatened Release
of, or exposure to, any Hazardous Material or to human health and safety matters (to the extent relating to the environment or Hazardous Materials). 

“Equity Interests” of any person shall mean any and all shares, interests, rights to purchase or otherwise
acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock, any limited or general partnership interest and any limited liability company
membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing. 

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time
to time and any final regulations promulgated and the rulings issued thereunder. 
 “ERISA Affiliate” shall
mean any trade or business (whether or not incorporated) that, together with the Borrower or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and
Section 412 of the Code, is treated as a single employer under Section 414 of the Code. 
 “ERISA
Event” shall mean (a) any Reportable Event or the requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412
of the Code or Section 302 of ERISA, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan,
the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the incurrence by the Borrower, any
Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (f) the incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any
liability with respect to the withdrawal or partial withdrawal from any Plan or 

  
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Multiemployer Plan; (g) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower, any Subsidiary or any
ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, or in
“endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (h) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with
respect to any Plan; (i) with respect to a Plan, the provision of security pursuant to Section 206(g) of ERISA; or (j) the withdrawal of the Borrower, any Subsidiary or any ERISA Affiliate from a Plan subject to Section 4063 of
ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA. 

“Escrowed Indebtedness” shall mean Indebtedness issued in escrow pursuant to customary escrow arrangements
pending the release thereof. 
 “EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation
Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 

“EURIBO Rate” shall mean, with respect to any Eurocurrency Borrowing denominated in Euro for any Interest
Period, the rate per annum equal to the Banking Federation of the European Union EURIBO Rate (“BFEA EURIBOR”), as published by Reuters (or another commercially available source providing quotations of BFEA EURIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Target Days prior to the commencement of such Interest Period, for deposits in Euro (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period; provided that if such rate is not available at such time for any reason, then the “EURIBO Rate” for such Interest Period shall be the Interpolated Rate. 

“Euro” shall mean the lawful currency of the Participating Member States introduced in accordance with the
EMU Legislation. 
 “Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans. 

“Eurocurrency Loan” shall mean any Eurocurrency Term Loan or Eurocurrency Revolving Loan. 

“Eurocurrency Rate” shall mean, for any Interest Period with respect to a Eurocurrency Loan, the rate per
annum equal to the London interbank offered rate administered by ICE Benchmark Administration Limited (“ICE LIBOR”), as published by Reuters (or other commercially available source providing quotations of ICE LIBOR as designated by
the Administrative Agent in accordance with market practice from time to time) at approximately 11:00 a.m., London time, two 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. If such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the Interpolated Rate. 

“Eurocurrency Revolving Facility Borrowing” shall mean a Borrowing comprised of Eurocurrency Revolving Loans.

 “Eurocurrency Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate
determined by reference to the Adjusted Eurocurrency Rate in accordance with the provisions of Article II. 

  
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 “Eurocurrency Term Loan” shall mean any Term Loan bearing
interest at a rate determined by reference to the Adjusted Eurocurrency Rate in accordance with the provisions of Article II. 

“Event of Default” shall have the meaning assigned to such term in Section 7.01. 

“Excess Cash Flow” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis for
any Applicable Period, EBITDA of the Borrower and the Subsidiaries on a consolidated basis for such Applicable Period, minus, without duplication, (A): 

(a) Debt Service for such Applicable Period plus amounts excluded from the definition of Cash Interest Expense that are actually paid in cash for such Applicable
Period, 
 (b) the amount of any payment or
prepayment permitted hereunder of term Indebtedness or other long-term liabilities during such Applicable Period (other than any voluntary prepayment of Term Loans and term or notes Other Pari Passu Indebtedness, which in each case shall be the subject of Section 2.11(c)) and the amount of
any payment or prepayment of revolving Indebtedness (other than any voluntary prepayment of the Revolving Facility Loans and revolving Other Pari Passu Indebtedness, which in each case shall be the subject of Section 2.11(c)) to the extent
accompanied by permanent reductions of any revolving facility commitments during such Applicable Period, so long as the amount of such prepayment is not already reflected in Debt Service, 

(c) (i) Capital Expenditures by the Borrower and the Subsidiaries on a consolidated basis during such
Applicable Period that are paid in cash and (ii) the aggregate consideration paid in cash during the Applicable Period in respect of Permitted Business Acquisitions and other Investments (including amounts in respect of earnouts, retention
payments, working capital adjustments and other similar payments) permitted hereunder (whether consummated prior to, on or after the Closing Date) less any amounts received in respect thereof in cash as a return of capital, 

(d) Capital Expenditures, Permitted Business Acquisitions or other permitted Investments (including amounts in
respect of earnouts, retention payments, working capital adjustments and other similar payments) that the Borrower or any Subsidiary shall, during such Applicable Period, become obligated or committed to make or otherwise anticipated to make
payments with respect thereto but that are not made during such Applicable Period; provided, that (i) the Borrower shall deliver a certificate to the Administrative Agent not later than the date of the certificate required by
Section 2.11(c) for such Applicable Period, signed by a Responsible Officer of the Borrower (which may be included in the certificate delivered pursuant to Section 2.11(c) for such period) and certifying that payments in respect of such
Capital Expenditures or Permitted Business Acquisitions or other permitted Investments are expected to be made in the following Applicable Period, and (ii) any amount so deducted shall not be deducted again in a subsequent Applicable Period,

 (e) Taxes (and, without duplication, Tax Distributions and withholding taxes) paid in cash by the Borrower
and the Subsidiaries on a consolidated basis during such Applicable Period or that will be paid within six months after the close of such Applicable Period; provided, that with respect to any such amounts to be paid after the close of such
Applicable Period, (i) any amount so deducted shall not be deducted again in a subsequent Applicable Period, and (ii) appropriate reserves shall have been established in accordance with GAAP, 

(f) an amount equal to any increase in Working Capital of the Borrower and the Subsidiaries for such Applicable
Period, 

  
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 (g) cash expenditures made in respect of Swap Agreements
during such Applicable Period, to the extent not reflected in the computation of EBITDA or Cash Interest Expense, 

(h) permitted Restricted Payments made in cash by the Borrower during such Applicable Period and permitted
Restricted Payments made by any Subsidiary to any person other than the Borrower or any of the Subsidiaries during such Applicable Period, in each case in accordance with Section 6.06, 

(i) amounts paid in cash during such Applicable Period on account of (A) items that were accounted for as
non-cash reductions of Net Income in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Income in determining EBITDA of the Borrower and the Subsidiaries in a prior Applicable Period and (B) reserves or accruals
established in purchase accounting, 
 (j) the amount of any mandatory prepayment of Indebtedness (other than
Indebtedness created hereunder or under any other Loan Document), together with any interest, premium or penalties required to be paid (and actually paid) thereon, in connection with any asset disposition or condemnation, except to the extent
deducted in the computation of Net Proceeds, and 
 (k) (i) the amount of any cash losses of the type
described in clauses (i), (iv) and (xii) of the definition of “Consolidated Net Income” and (ii) the amount related to items that were added to or not deducted from Net Income in calculating Consolidated Net Income or were
added to or not deducted from Consolidated Net Income in calculating EBITDA to the extent such items represented a cash payment (which had not reduced Excess Cash Flow upon the accrual thereof in a prior Applicable Period), or an accrual for a cash
payment, by the Borrower and the Subsidiaries or did not represent cash received by the Borrower and the Subsidiaries, in each case on a consolidated basis during such Applicable Period, 

plus, without duplication, (B): 

(l) an amount equal to any decrease in Working Capital for such Applicable Period, 

(m) all amounts referred to in clauses (A)(b), (A)(c) and (A)(d) above to the extent funded with the
proceeds of the issuance or the incurrence of Indebtedness (including Capital Lease Obligations and purchase money Indebtedness, but excluding proceeds of extensions of credit under any revolving credit facility), the sale or issuance of any Equity
Interests (including any capital contributions) and any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets) to any person of any asset or assets, in each case to the
extent there is a corresponding deduction from Excess Cash Flow above, 
 (n) to the extent any permitted
Capital Expenditures referred to in clause (A)(d) above do not occur in the following Applicable Period of the Borrower specified in the certificate of the Borrower provided pursuant to clause (A)(d) above, the amount of such Capital
Expenditures that were not so made in such following Applicable Period, 
 (o) cash payments received in
respect of Swap Agreements during such Applicable Period to the extent (i) not included in the computation of EBITDA or (ii) such payments do not reduce Cash Interest Expense, 

(p) to the extent deducted in the computation of EBITDA, cash interest income, and 

  
 31 













 (q) cash gains of the type described in clausesclause (i) (excluding cash gains
from any Asset Sale), (iv) and (xii) of the definition of “Consolidated Net
Income”, to the extent not otherwise included in calculating Consolidated EBITDA.

 “Excess Cash Flow Period” shall mean each fiscal year of the Borrower, commencing with the fiscal
year of the Borrower ending on December 31, 2020. 
 “Exchange Act” shall mean the Securities Exchange
Act of 1934, as amended. 
 “Excluded Accounts” shall mean (1) payroll, healthcare and other employee
wage and benefit accounts, (2) tax accounts, including, without limitation, sales tax and withholding tax accounts, (3) escrow, defeasance and redemption accounts, (4) fiduciary or trust accounts, (5) zero balance accounts and
(6) the funds or other property held in or maintained for such purposes in any such account described in clauses (1) through (5). 

“Excluded Debt Contributions” shall mean the cash and the fair market value of assets other than cash (as
determined by the Borrower in good faith) received by the Borrower after the Closing Date from: (a) contributions to its common Equity Interests, and (b) the sale or issuance (other than to a Subsidiary of the Borrower or to any Subsidiary
management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Qualified Equity Interests in the Borrower, in each case designated as Excluded Debt Contributions pursuant to a certificate of a
Responsible Officer of the Borrower on or promptly after the date such capital contributions are made or the date such Equity Interest is sold or issued, as the case may be. 

“Excluded Indebtedness” shall mean all Indebtedness not incurred in violation of Section 6.01. 

“Excluded Property” shall mean all of the following items: (i) all Real Property held by the Borrower or
any of its Subsidiaries as a lessee under a lease and all Real Property owned by the Borrower or any of its Subsidiaries in fee that is not Owned Real Property, (ii) motor vehicles and other assets subject to certificates of title and letter of
credit rights (in each case, other than to the extent a Lien on such assets or such rights can be perfected by filing a UCC-1), and commercial tort claims with a value of less than $10.0 million, (iii) pledges and security interests
(1) prohibited by applicable law, rule, regulation or contractual obligation (with respect to any such contractual obligation, only to the extent such restriction is permitted under Section 6.08(c) and such restriction is binding on such
assets (x) on the Closing Date or (y) on the date that the applicable person becomes a Subsidiary of the Borrower (and amendments or replacements thereof to the extent not more restrictive than the provision of the contractual obligation
being amended or replaced)) (in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code (or applicable non-U.S. law)) or
(2) which could require governmental or third party consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received and the Borrower shall be under no obligation to seek such
consent), (iv) assets to the extent a security interest in such assets could reasonably be expected to result in material adverse tax consequences (as determined in good faith by the Borrower in consultation with the Administrative Agent); it
being agreed that assets subject to a Lien created by the Security Documents shall not be thereafter released pursuant to this clause (iv) as a result of a Change in Law thereafter and the execution of the Security Documents by the Borrower and
the Subsidiary Loan Parties is conclusive determination that this clause (iv) does not apply to such assets, (v) those assets as to which the Collateral Agent and the Borrower reasonably agree that the costs or other consequence (including
any material adverse tax consequence) of obtaining or perfecting such a security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby, (vi) any lease, license or other
agreement or any property subject to 

  
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a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money
arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or any other Loan Party) (except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment
provisions of Article 9 of the Uniform Commercial Code (or applicable non-U.S. law)) other than the proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code (or applicable non-U.S.
law) notwithstanding such prohibition, (vii) any governmental licenses or federal, foreign, state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are
prohibited or restricted thereby or require the consent of any Governmental Authority (to the extent such consent has not been obtained) (in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable
anti-assignment provisions of Article 9 of the Uniform Commercial Code (or applicable non-U.S. law)) other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code (or applicable
non-U.S. law) notwithstanding such prohibition, (viii) pending United States “intent-to-use” trademark applications for which a verified statement of use or an amendment to allege use has not been filed with and accepted by the United
States Patent and Trademark Office, and solely during the period (if any) in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law,
(ix) other customary exclusions under applicable local law or in applicable local jurisdictions set forth in the Security Documents or otherwise separately agreed in writing between the Administrative Agent and the Borrower, (x) any
Excluded Securities, (xi) for the avoidance of doubt, any assets owned by, or the Equity Interests of, any Special Purpose Receivables Subsidiary or any other asset securing any Permitted Receivables Financing (which shall in no event
constitute Collateral hereunder, nor shall any Special Purpose Receivables Subsidiary be a Loan Party hereunder); (xii) any Third Party Funds and other Excluded Accounts;
( (including any funds held therein); (xiii) any equipment or other asset that is subject to a Lien
permitted by any of clauses (c), (i) or (j) of Section 6.02 or is otherwise subject to a purchase money debt arrangement or a Capital Lease Obligation, in each case, as permitted by Section 6.01, if the contract or other
agreement providing for such debt, financing arrangement or Capital Lease Obligation prohibits or requires the consent of any person (other than the Borrower or any Subsidiary Loan Party) as a condition to the creation of any other security interest
on such equipment or asset and, in each case, such prohibition or requirement is permitted hereunder; (xiv) Immaterial IP Licenses; (xv) any assets of a Foreign Subsidiary (other than any Foreign Subsidiary Loan Party); (xvi) assets
to the extent the grant of a security interest therein to secure the Obligations is prohibited, restricted or otherwise limited by general legal and statutory limitations, regulatory restrictions, financial assistance, corporate benefit, capital
maintenance, equity subordination, fraudulent preference, retention of title claims and similar principles; it being agreed that assets subject to a Lien created by the Security Documents shall not be thereafter released pursuant to this clause
(xvi) as a result of a Change in Law thereafter and the execution of the Security Documents by the Borrower and the Subsidiary Loan Parties is conclusive determination that this clause (xvi) does not apply to such assets; and
(xvii) assets to the extent the applicable grantor lacks the legal capacity to grant Liens therein to secure the Obligations (except to the extent such legal capacity can be provided through authorizations by the shareholders, board of
directors or similar governing body), or for which such a grant of Liens would conflict with the fiduciary duties of such grantor’s directors, officers or employees or contravene any legal prohibition, bona fide contractual restriction or
regulatory condition or would result in (or in a material risk of) personal or criminal liability on the part of any director, officer or employee (provided that such grantor shall use commercially reasonable efforts to overcome any such obstacle);
provided, that the Borrower may in its sole discretion elect to exclude any property from the definition of Excluded Property. 

“Excluded RP Contributions” shall mean the cash and the fair market value of assets other than cash (as
determined by the Borrower in good faith) received by the Borrower (other than any amounts received from the first Qualified IPO) after the Closing Date from: (a) contributions to its common Equity


  
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Interests, and (b) the sale or issuance (other than to a Subsidiary of the Borrower or to any Subsidiary management equity plan or stock option plan or any other management or employee
benefit plan or agreement) of Qualified Equity Interests in the Borrower, in each case designated as Excluded RP Contributions pursuant to a certificate of a Responsible Officer of the Borrower on or promptly after the date such capital
contributions are made or the date such Equity Interest is sold or issued, as the case may be. 
 “Excluded
Securities” shall mean any of the following: 
 (a) any Equity Interests or Indebtedness with
respect to which the Collateral Agent and the Borrower reasonably agree that the cost or other consequences (including any material adverse tax consequences) of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under the
Security Documents are likely to be excessive in relation to the value to be afforded thereby; 
 (b) in the
case of any pledge by the Borrower or any Domestic Subsidiary Loan Party of voting Equity Interests in any Foreign Subsidiary (other than the Equity Interests in Playtika Group Israel Ltd. and Playtika UK – House of Fun Ltd.) or FSHCO (in each
case, that is owned directly by a Loan Party) to secure the Obligations, any voting Equity Interest of such Foreign Subsidiary or FSHCO in excess of 65% of the outstanding Equity Interests of such class; 

(c) any Equity Interests or Indebtedness to the extent and for so long as the pledge thereof would be
prohibited by any Requirement of Law; 
 (d) any Equity Interests in any person that is not a Wholly-Owned
Subsidiary to the extent (A) that a pledge thereof to secure the Obligations is prohibited by (i) any applicable organizational documents, joint venture agreement or shareholder agreement or (ii) any other contractual obligation with
an unaffiliated third party not in violation of Section 6.08(c) (other than, in this subclause (A)(ii), non-assignment provisions which are ineffective under Article 9 of the Uniform Commercial Code or other applicable Requirements of Law),
(B) any organizational documents, joint venture agreement or shareholder agreement (or other contractual obligation referred to in subclause (A)(ii) above) prohibits such a pledge without the consent of any other party; provided, that
this clause (B) shall not apply if (1) such other party is a Loan Party or a Wholly-Owned Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate
the Borrower or any Subsidiary to obtain any such consent) and for so long as such organizational documents, joint venture agreement or shareholder agreement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the
Obligations would give any other party (other than a Loan Party or a Wholly-Owned Subsidiary) to any organizational documents, joint venture agreement or shareholder agreement governing such Equity Interests (or other contractual obligation referred
to in subclause (A)(ii) above) the right to terminate its obligations thereunder (other than, in the case of other contractual obligations referred to in subclause (A)(ii), non-assignment provisions which are ineffective under Article 9 of the
Uniform Commercial Code or other applicable Requirement of Law); 
 (e) any Equity Interests in any
Immaterial Subsidiary, any Unrestricted Subsidiary and any Special Purpose Receivables Subsidiary; 
 (f) any
Equity Interests in any Subsidiary of, or other Equity Interests owned by, a Foreign Subsidiary; 

  
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 (g) any Equity Interests in any Subsidiary to the extent
that the pledge of such Equity Interests could reasonably be expected to result in material adverse tax consequences to the Borrower or any Subsidiary as reasonably determined in good faith by the Borrower in consultation with the Administrative
Agent; 
 (h) any Margin Stock; and 

(i) any Equity Interests in any person formed for the purpose of holding real or personal property for the
purpose of consummating a Sale and Lease-Back Transaction (and no other material assets) permitted by Section 6.03 that is consummated by way of a transfer of such Equity Interests within thirty (30) days of the date of formation of such
person; 
 ; provided, that the Borrower may in its sole discretion elect to exclude any property from the definition
of Excluded Securities. 
 “Excluded Subsidiary” shall mean any of the following (except as otherwise
provided in the definition of Subsidiary Loan Party): 
 (a) each Immaterial Subsidiary, 

(b) each Subsidiary that is not a Wholly-Owned Subsidiary (for so long as such Subsidiary remains a
non-Wholly-Owned Subsidiary), 
 (c) each Subsidiary that is prohibited or restricted from guaranteeing or
granting Liens to secure the Obligations by any Requirement of Law or that would require consent, approval, license or authorization of a Governmental Authority to guarantee or grant Liens to secure the Obligations (unless such consent, approval,
license or authorization has been received and the Borrower shall be under no obligation to seek such consent), 

(d) each Subsidiary that is prohibited or restricted by any applicable contractual requirement or that would
require consent, approval, license or authorization of a third party to guarantee or grant Liens to secure the Obligations (unless such consent, approval, license or authorization has been received and the Borrower shall be under no obligation to
seek such consent) on the Closing Date or at the time such Subsidiary becomes a Subsidiary that is not in violation of Section 6.08(c) and was not created in contemplation of this clause (d) (in each case, or any amendment or replacement
thereof that is not more restrictive than the amended or replaced provision) (and for so long as such restriction or any replacement or renewal thereof is in effect), 

(e) any Special Purpose Receivables Subsidiary, any joint ventures, any captive insurance subsidiaries, or any
other special purpose entities, in each case, designated by the Borrower, 
 (f) any Foreign Subsidiary
(other than any Foreign Subsidiary Loan Party), 
 (g) any Subsidiary (i) that is an FSHCO or
(ii) that is a Subsidiary of a Foreign Subsidiary that is a CFC (other than a Foreign Subsidiary of a Foreign Subsidiary Loan Party), 

(h) any other Subsidiary with respect to which, (x) the Administrative Agent and the Borrower reasonably
agree that the cost or other consequences (including any material adverse tax consequences) of providing a guarantee of the Obligations of or granting Liens to secure the Obligations are likely to be excessive in relation to the value to be afforded
thereby or (y) providing 

  
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such a guarantee or granting such Liens could reasonably be expected to result in a material adverse tax consequence to the Borrower or one of its Subsidiaries as determined in good faith by the
Borrower in consultation with the Administrative Agent, 
 (i) each Unrestricted Subsidiary, 

(j) with respect to any Swap Obligation, any Subsidiary that is not an “eligible contract
participant” as defined in the Commodity Exchange Act and the regulations thereunder, 
 (k)
not-for-profit Subsidiaries, 
 (l) any Subsidiary that is prohibited, restricted or otherwise limited from
providing a guarantee of the Obligations or granting a Lien to secure the Obligations by general legal and statutory limitations, regulatory restrictions, financial assistance, corporate benefit, capital maintenance, equity subordination, fraudulent
preference, retention of title claims and similar principles, in each case, to the extent of such prohibition, restriction or other limitation, and 

(m) any Subsidiary without the legal capacity to provide a guarantee of the Obligations or grant liens to
secure the Obligations (except to the extent such legal capacity can be provided through authorizations by the shareholders, board of directors or similar governing body), or for which such a guarantee or grant of Liens would conflict with the
fiduciary duties of such Subsidiary’s directors, officers or employees or contravene any legal prohibition, bona fide contractual restriction or regulatory condition or would result in (or in a material risk of) personal or criminal liability
on the part of any director, officer or employee (provided that such Subsidiary shall use commercially reasonable efforts to overcome any such obstacle). 

“Excluded Swap Obligation” shall mean, with respect to any Subsidiary Loan Party, any Swap Obligation if, and
to the extent that, all or a portion of the Guarantee of such Subsidiary Loan Party of, or the grant by such Subsidiary Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the
Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Loan Party’s failure for any reason to constitute an
“eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Subsidiary Loan Party or the grant of such security interest becomes effective with respect to such
Swap Obligation, unless otherwise agreed between the Administrative Agent and the Borrower. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation
that is attributable to swaps for which such Guarantee or security interest is or becomes illegal. 
 “Excluded
Taxes” shall mean, with respect to the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any Loan Party under any Loan Document, (a) income, franchise or similar Taxes
(however denominated) imposed on or with respect to (or measured by) such recipient’s net income by a jurisdiction as a result of such recipient being organized in (or under the laws of), having its principal office in or, in the case of any
Lender, having its applicable Lending Office in, such jurisdiction or as a result of any other present or former connection with such jurisdiction (other than any connection arising solely from such recipient having executed, delivered, enforced,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, and/or enforced, any Loan Documents) and, for the avoidance of doubt,
including any backup withholding in respect of such a Tax under Section 3406 of the Code (or any similar provision of state, local or foreign law), (b) any branch profits Tax under Section 884(a) of the Code, or any similar Tax, that
is imposed by any jurisdiction 

  
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described in clause (a) above, (c) in the case of a Lender (other than an assignee selected by the Borrower pursuant to a request by the Borrower under Section 2.19(b)), any
withholding tax imposed by the United States federal government that is imposed on amounts payable to such Lender pursuant to laws in effect at the time such Lender acquires such interest in a Loan or Commitment (or designates a new Lending Office),
except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to designation of a new Lending Office (or assignment), to receive additional amounts from a Loan Party with respect to such withholding tax pursuant to
Section 2.17, (d) any withholding tax attributable to a Lender’s failure to comply with Section 2.17(e), (f), (g), or (i) or the Administrative Agent’s failure to comply with Section 2.17(l), and (e) any Taxes
imposed pursuant to FATCA. 
 “Existing Class Loans” shall have the meaning assigned to such term in
Section 9.08(f). 
 “Existing Credit Agreement” shall mean the Credit Agreement dated as of
August 20, 2019, by and among the Borrower, the lenders party thereto from time to time, and Credit Suisse, as administrative agent and collateral agent, as amended by that certain First Amendment to Credit Agreement, dated as of
October 28, 2019 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time. 

“Existing Credit Agreement Transactions” shall mean, collectively, (a) the execution, delivery and
performance of the Existing Credit Agreement and the “Loan Documents” (as defined therein), the creation of the Liens pursuant to the “Security Documents” (as defined therein), and the borrowings and other extensions of credit
thereunder; and (b) the payment of all fees and expenses in connection therewith to be paid on, prior or subsequent to the Closing Date. 

“Extended Revolving Facility Commitment” shall have the meaning assigned to such term in
Section 2.21(e). 
 “Extended Term Loan” shall have the meaning assigned to such term in
Section 2.21(e). 
 “Extending Lender” shall have the meaning assigned to such term in
Section 2.21(e). 
 “Extension” shall have the meaning assigned to such term in Section 2.21(e).

 “Facility” shall mean the respective facility and commitments utilized in making Loans and credit
extensions hereunder, it being understood that (a) as
of the Closing Date there are two Facilities, i.e., the Term B Facility and the Revolving Facility Commitments established on the Closing Date and the extensions of credit thereunder, and thereafter(b) as of the Second Amendment Effective Date there are two Facilities, i.e., (i) the Term B-1 Facility established on the Second
Amendment Effective Date and (ii) the Revolving Facility established on the Closing Date (as amended by the Second Amendment) and the extensions of credit thereunder. Thereafter, the term “Facility” may include any
Incremental Term Facility and any Incremental Revolving Facility. 
 “FATCA” shall mean Sections
1471 through 1474 of the Code, as of the date of this Agreement (and any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations promulgated
thereunder, or other official governmental interpretations thereof, any agreements entered into or applicable pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any fiscal or regulatory
legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. 

  
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 “Federal Funds Rate” shall mean, for any day, the rate per
annum equal to the weighted average of the rates on overnight Federal funds transactions, as published by the Federal Reserve Bank of New YorkNYFRB on the Business Day next succeeding such day; provided, that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent; provided, that the Federal Funds Rate, if negative, shall be deemed to
be 0.00%. 
 “Fees” shall mean the Commitment Fees, the L/C Participation Fees, the L/C Issuer Fees, the
Administrative Agent Fees and the Term Closing Fee. 
 “Financial Officer” of any person shall mean the
Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer, Controller or other financial officer of such person or any managing member or general partner of such person. 

“Financial Performance Covenant” shall mean the covenant of the Borrower set forth in Section 6.10. 

“Financial Performance Covenant Event of Default” shall have the meaning assigned to such term in
Section 7.01(d). 
 “First Lien Intercreditor Agreement” shall mean a First Lien Intercreditor
Agreement substantially in the form of Exhibit N hereto, or such other customary form reasonably acceptable to the Administrative Agent and the Borrower, in each case, as such document may be amended, restated, supplemented or otherwise
modified from time to time. 

“Fixed
 Charge Coverage Ratio” shall mean, on any date, the ratio of (a) EBITDA for the Test Period most recently ended as of such date to (b) Cash Interest Expense (net of cash interest income (other than notes receivable and similar
items)) (other than (A) Cash Interest Expense in respect of Discharged Indebtedness and Escrowed Indebtedness and (B) Cash Interest Expense consisting of cash costs associated with breakage or termination in respect of Swap Agreements for
interest rates and costs and fees associated with obtaining Swap Agreements and fees payable thereunder) for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Fixed Charge Coverage Ratio shall be
determined for the relevant Test Period on a Pro Forma Basis. 
 “Flood Insurance Laws”: shall mean, collectively, (a) 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, (b) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any
successor statute thereto and (c) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto. 

“Floor”
 shall mean the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to any applicable Benchmark and any
applicable Class. 
 “Foreign Lender” shall mean any Lender (a) that is not disregarded
as separate from its owner for U.S. federal income tax purposes and that is not a “United States Person” as defined by Section 7701(a)(30) of the Code or (b) that is disregarded as separate from its owner for U.S. federal income
tax 

  
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purposes and whose regarded owner is not a “United States Person” as defined in Section 7701(a)(30) of the Code. 

“Foreign Plan” shall mean each employee benefit plan (within the meaning of Section 3(3) of ERISA,
whether or not subject to ERISA) that is not subject to U.S. law and is maintained or contributed to by the Borrower or any ERISA Affiliate. 

“Foreign Plan Event” shall mean, with respect to any Foreign Plan, (a) the failure to make or, if
applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan; (b) the failure to register or loss of good standing with applicable
regulatory authorities of any such Foreign Plan required to be registered; or (c) the failure of any Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Plan. 

“Foreign Subsidiary” shall mean any Subsidiary that is incorporated or organized under the laws of any
jurisdiction other than the United States of America, any State thereof or the District of Columbia. 
 “Foreign
Subsidiary Loan Party” shall mean (a) each Foreign Subsidiary of the Borrower on the
ClosingSecond Amendment Effective
Date that is set forth on Schedule 1.01(A), and (b) each other Foreign Subsidiary of the Borrower that becomes, or is required pursuant to Section 5.10 to become, a party to the Guarantee Agreement after the ClosingSecond Amendment Effective Date. 

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender under any Revolving Facility, with
respect to any L/C Issuer, such Defaulting Lender’s Revolving Facility Percentage of the outstanding L/C Obligations under such Revolving Facility with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to
which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. 

“FSHCO” shall mean any Subsidiary that owns no material assets other than (i) the Equity Interests
(including for this purpose any debt or other instrument treated as equity for U.S. federal income tax purposes) in one or more Foreign Subsidiaries that are CFCs and/or of one or more FSHCOs and (ii) cash, cash equivalents and incidental
assets related thereto held on a temporary basis. 
 “GAAP” shall mean generally accepted accounting
principles in effect from time to time in the United States, applied on a consistent basis, subject to the provisions of Section 1.02; provided that any reference to the application of GAAP in Sections 3.13(b), 3.20, 5.03, 5.07 and
6.02(e) to a Foreign Subsidiary (and not as a consolidated Subsidiary of the Borrower) shall mean generally accepted accounting principles in effect from time to time in the jurisdiction of organization of such Foreign Subsidiary. 

“Giant” shall mean Giant Network Group Co LTD.

 “Global Intercompany Note” shall mean a promissory note substantially in the form of Exhibit
J, evidencing Indebtedness owed among Loan Parties and their Subsidiaries. 
 “Governmental Authority”
shall mean any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body (including any supranational bodies such as the European Union or the European Central Bank). 

“Guarantee” of or by any person (the “guarantor”) shall mean (a) any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness 

  
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or other monetary obligation payable or performable by another person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to
pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect
thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness (or any existing right, contingent or otherwise, of the holder of Indebtedness to be secured by such a Lien) of any other person, whether or
not such Indebtedness or other obligation is assumed by the guarantor; provided, however, the term “Guarantee” shall not include (A) endorsements for deposit or collection in the ordinary course of business or customary
and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted by this Agreement (other than such obligations with respect to Indebtedness) or (B) any
pledge of the Equity Interests of an Excluded Subsidiary to secure Indebtedness or other obligations of such Excluded Subsidiary and its subsidiaries. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such person in good faith. 

“Guarantee Agreement” shall mean the Guarantee Agreement substantially in the form of Exhibit M, dated
as of the Closing Date, among the Borrower, each Subsidiary Loan Party and the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time. 

“guarantor” shall have the meaning assigned to such term in the definition of the term “Guarantee.”

 “Guarantor Coverage Test” shall mean a test that is satisfied if, as of the applicable date of
determination, the Borrower and the Subsidiary Loan Parties (a) generated at least 80.0% of the EBITDA of the Borrower and its Subsidiaries for the Test Period most recently ended prior to such date of determination and (b) owned all
Material Intellectual Property on the last day of the Test Period most recently ended prior to such date of determination; provided that (i) the Guarantor Coverage Test shall be determined for the relevant Test Period on a Pro Forma
Basis, (ii) if at any time the Borrower requests that the Administrative Agent approve a foreign jurisdiction as an eligible jurisdiction for Subsidiary Loan Parties with the intent of adding a Subsidiary formed or organized in such foreign
jurisdiction as a Subsidiary Loan Party and the Administrative Agent declines to approve such jurisdiction, or fails to respond to such request for approval within ten (10) Business Days after the Borrower’s request, then commencing on
such 10th Business Day after the Borrower’s request, either, at the option of the Borrower, (A) (1) the EBITDA of such Subsidiary formed or incorporated in such jurisdiction shall
(except to the extent actually distributed to a Loan Party) be excluded for all purposes of this Agreement, including without limitation, the calculation of the Guarantor Coverage Test, the Senior Secured Leverage Ratio, the Total Secured Leverage
Ratio and, the Total Leverage Ratio and the Fixed Charge Coverage Ratio and (2) any
Material Intellectual Property (other than any Material Intellectual Property acquired from, or contributed by, or
exclusively licensed to such Subsidiary by, the Borrower or a Subsidiary Loan Party)
owned by such Subsidiary formed or incorporated in such jurisdiction shall be deemed owned by a Subsidiary Loan Party for all purposes of satisfying the Guarantor Coverage Test or (B) (1) any Investment in such Subsidiary formed or
incorporated in such jurisdiction must be permitted by Section 6.04 (other than Section 6.04(b) or Section 6.04(k)), (2) any Material Intellectual Property (other than any Material Intellectual Property acquired from, or
contributed by, or exclusively licensed to such Subsidiary by, the Borrower or a Subsidiary Loan Party)
owned by such Subsidiary formed or incorporated in such jurisdiction 

  
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shall be deemed owned by a Subsidiary Loan Party for all purposes of satisfying the Guarantor Coverage Test and (3) the EBITDA of such Subsidiary formed or incorporated in such jurisdiction
shall be excluded from the calculation of the Guarantor Coverage Test and (iii) for purposes of clause (ii), (A) any Foreign Subsidiary organized or incorporated under the laws of England and Wales, the State of Israel, Germany, Austria or, Finland, Poland, Romania or Ukraine shall be deemed an eligible
jurisdiction without any further action by the Administrative Agent and (B) any Foreign Subsidiary organized or incorporated in any other foreign jurisdiction for which the Administrative Agent receives an opinion from counsel of the Borrower
in form and substance reasonably satisfactory to the Administrative Agent with respect to the enforceability of the Guarantee of such Foreign Subsidiary and the validity and perfection (if applicable in such foreign jurisdiction) of the security
interest in all right, title and interest of the assets (other than Excluded Property and Excluded Securities) of such Foreign Subsidiary to be pledged under the applicable Security Documents (in each case, subject to customary qualifications) shall
be deemed an eligible jurisdiction. 
 “Hazardous Materials” shall mean all pollutants,
contaminants, wastes, chemicals, materials, substances and constituents, including, without limitation, explosive or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls
or radon gas, of any nature subject to regulation or which can give rise to liability under any Environmental Law. 

“Hedge Bank” shall mean with respect to (a) any Swap Agreement in existence on the Closing Date, any
person that is (or an Affiliate thereof is) an Agent, an Arranger or a Lender on the Closing Date or (b) any Swap Agreement entered into after the Closing Date, any person that is an Agent, Arranger or Lender or Affiliate thereof on the date
such Swap Agreement is entered into, in each case, in its capacity as a party to such Swap Agreement. 

“Holdings” shall mean Playtika Holding UK II Limited, a limited company incorporated under the laws of
England and Wales with registration number 11196424. 
 “Honor Date” shall have the meaning assigned to
such term in Section 2.05(c)(i). 
 “Immaterial IP Licenses” shall mean licenses in respect of
Intellectual Property Rights that are not Material Intellectual Property. 
 “Immaterial Subsidiary” shall
mean any Subsidiary that (a) did not, as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b), have
assets with a value in excess of 5.0% of the Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of the Borrower and the Subsidiaries on a consolidated basis as of such date and (b) taken together with all
Immaterial Subsidiaries as of the last day of the fiscal quarter of the Borrower most recently ended, did not have assets with a value in excess of 5.0% of Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of the
Borrower and the Subsidiaries on a consolidated basis as of such date; provided, that the Borrower may elect in its sole discretion to exclude as an Immaterial Subsidiary any Subsidiary that would otherwise meet the definition thereof. 

“Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in
connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness or in the form of common stock of the Borrower, the accretion of
original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies. 

  
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 “Increased Amount Date” shall have the meaning assigned to
such term in Section 2.21(a). 
 “Incremental Amount” shall mean, at any time, the sum of: 

(1) the excess, if any, of
(a) $100.0the greater of
$800.0 million and 1.00 times the EBITDA calculated on a Pro Forma Basis for the then most recently
ended Test Period over (b) the sum of (x) the aggregate principal amount of all outstanding Incremental Term Loans and Incremental Revolving Facility Commitments established
after the ClosingSecond Amendment
Effective Date pursuant to Section 2.21 utilizing this clause (1) (other than Incremental Term Loans and Incremental Revolving Facility Commitments in respect of Refinancing Term Loans, Extended Term Loans, Extended
Revolving Facility Commitments or Replacement Revolving Facility Commitments, respectively) plus (y) the aggregate principal amount of Indebtedness outstanding pursuant to Section 6.01(ee) at such time established after the ClosingSecond Amendment Effective Date
utilizing this clause (1); plus  
 (2) any amounts so long as immediately after giving effect
to the establishment of the Commitments in respect thereof utilizing this clause (2) (and assuming any Incremental Revolving Facility Commitments to be established at such time utilizing this clause (2) are fully drawn unless such
Commitments have been drawn or have otherwise been terminated) (or, if an LCT Election is made, on the applicable LCT Test Date) and the use of proceeds of the loans thereunder, (a) in the case of Incremental Revolving Facility Commitments,
Incremental Term Loan Commitments or Indebtedness incurred pursuant to Section 6.01(ee), in each case, that is secured by Liens on the Collateral that rank pari passu with the
Liens on the Collateral securing the Term B Loans or the Initial Revolving Loans, the Senior, the Total
Secured Leverage Ratio on a Pro Forma Basis is not greater than 2.75 to
1.00,, at the Borrower’s election (i) 3.50 to 1.00 or (ii) if such Commitments or Indebtedness is
incurred to finance a Permitted Business Acquisition or other Investment permitted hereunder, the Total Secured Leverage Ratio immediately prior to giving effect to such Permitted Business Acquisition or permitted Investment or
(b) in the case of any other Incremental Revolving
Facility Commitments, Incremental Term Loan Commitments or Indebtedness incurred pursuant to Section 6.01(ee), in each case, that is secured by Liens on the Collateral that
rank junior to the Liens on the Collateral securing the Term B Loans and the Initial Revolving Loans, the Total Secured
Leveragethe Fixed Charge Coverage Ratio on a Pro Forma Basis is not greater than 2.75less than, at the Borrower’s
election, (i) 2.00 to 1.00
andor (cii) in the case of Incremental Revolving Facility Commitments, Incremental Term
Loanif such Commitments or Indebtedness
incurred pursuant to Section 6.01(ee), in each case, that is unsecured, the Total Leverage Ratio on a Pro Forma Basis is not greater than 2.75 to 1.00is incurred to finance a Permitted Business Acquisition or other Investment permitted hereunder, the Fixed Charge Coverage Ratio immediately
prior to giving effect to such Permitted Business Acquisition or permitted Investment; provided, that, for purposes of this clause (2), the Net Proceeds of Incremental Revolving Facility Commitments, Incremental Term Loan
Commitments or Indebtedness incurred pursuant to Section 6.01(ee) at such time shall not be netted for purposes of such calculation of the Senior
Secured Leverage Ratio, the Total Secured Leverage Ratio and the Total Leverageor the Fixed Charge Coverage Ratio, as applicable; plus 

(3) the aggregate of (a) the principal amount of any voluntary prepayments of, and debt buybacks (limited
to the amount of cash paid) with respect to, the Term B Loans, the Term
B-1 Loans, any Incremental Term Loans, Extended Term Loans and Refinancing Term Loans that are secured by Liens on Collateral that rank pari passu with
the Liens securing the Obligations, and Indebtedness incurred or assumed pursuant to Section 6.01(h), Section 6.01(r) or Section 6.01(ee) (in each case, or any Permitted Refinancing Indebtedness in respect thereof), in each case that
is 

  
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secured by Liens on Collateral that rank pari passu with the Liens securing the Obligations, (b) the principal amount of any permanent reduction in the Revolving Facility Commitments
pursuant to Section 2.08(b), in any Incremental Revolving Facility Commitments, Extended Revolving Facility Commitments and Replacement Revolving Facility Commitments that are secured by Liens on Collateral that rank pari passu with the Liens
securing the Obligations and commitments in respect of Indebtedness that is a revolving facility incurred or assumed pursuant to Section 6.01(h), Section 6.01(r) or Section 6.01(ee) (in each case, or any Permitted Refinancing
Indebtedness in respect thereof), in each case that is secured by Liens on Collateral that rank pari passu with the Liens securing the Obligations and (c) the amount of unpaid accrued interest and premium (including tender premiums) thereon and
underwriting discounts, defeasance costs, fees, commissions and expenses in connection therewith, in each case under this clause (3) except to the extent funded with proceeds of long-term Indebtedness (other than revolving loans and
Indebtedness incurred in reliance on this clause (3)); plus 
 (4) $200.0 million of Incremental
Revolving Facility Commitments established pursuant to Section 2.21 from and after the occurrence of a Qualified IPO; 

provided, that, for the avoidance of doubt, (A) amounts may be established or incurred utilizing clause (2) above
prior to utilizing clause (1), (3) or (4) above, (B) any calculation of the Senior Secured Leverage Ratio, the Total Secured Leverage Ratio or
the Total LeverageFixed Charge
Coverage Ratio on a Pro Forma Basis pursuant to clause (2) above may be determined, at the option of the Borrower, without giving effect to any simultaneous establishment or incurrence of any amounts utilizing clause (1),
(3) or (4) above and in accordance with Section 1.11 (it being understood that any portion of any Incremental Term
Facility, any Incremental Revolving Facility or any Indebtedness incurred under Section 6.01(ee), in each case, incurred in reliance on clause (1) or (3) may be reclassified, as the Borrower may elect from time to time, as incurred
under clause (2) if the Borrower meets the Total Secured Leverage Ratio or the Fixed Charge Coverage Ratio under clause (2) at such time on a Pro Forma Basis) and (C) the voluntary prepayments and debt buybacks set
forth in clause (3) may be consummated substantially concurrently with the incurrence of, and may be funded with the proceeds of, Indebtedness incurred in reliance on clause (3). 

“Incremental Assumption Agreement” shall mean an Incremental Assumption Agreement among the Borrower, the
Administrative Agent and one or more Incremental Term Lenders, Incremental Revolving Facility Lenders, Extending Lenders, Replacement Revolving Lenders or Lenders providing Refinancing Term Loans, as applicable, entered into pursuant to
Section 2.21. 
 “Incremental Revolving Facility” shall mean any Class of Incremental Revolving
Facility Commitments and the Revolving Facility Loans made thereunder. 
 “Incremental Revolving Facility
Commitment” shall mean any increased or incremental Revolving Facility Commitment provided pursuant to Section 2.21. 

“Incremental Revolving Facility Lender” shall mean a Lender with a Revolving Facility Commitment or an
outstanding Revolving Facility Loan as a result of an Incremental Revolving Facility Commitment. 
 “Incremental
Term Borrowing” shall mean a Borrowing comprised of Incremental Term Loans. 

  
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 “Incremental Term Facility” shall mean any Class of
Incremental Term Loan Commitments and the Incremental Term Loans made thereunder. 
 “Incremental Term
Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan. 

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to
Section 2.21, to make Incremental Term Loans to the Borrower. 
 “Incremental Term Loan Installment
Date” shall have, with respect to any Class of Incremental Term Loans established pursuant to an Incremental Assumption Agreement, the meaning assigned to such term in Section 2.10(a)(iiiii). 

“Incremental Term Loans” shall mean Term Loans made by one or more Lenders to the Borrower pursuant to
Section 2.01(cd). Incremental
Term Loans may be made in the form of additional Term B Loans, additional Term B-1 Loans or, to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement, Other Term Loans (including in the form of Extended Term Loans or Refinancing Term Loans,
as applicable). 
 “Indebtedness” of any person shall mean, if and to the extent (other than with
respect to clause (h) below) the same would constitute indebtedness or a liability in accordance with GAAP, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by
bonds, debentures, notes or similar instruments, (c) all obligations of such person issued or assumed as the deferred purchase price of property or services (other than such obligations accrued in the ordinary course), to the extent the same
would be required to be shown as a long-term liability on a balance sheet prepared in accordance with GAAP, (d) all Capital Lease Obligations of such person, (e) all net 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 Swap Agreements, (f) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of
letters of credit, (g) the principal component of all obligations of such person in respect of bankers’ acceptances, (h) all Guarantees by such person of Indebtedness described in clauses (a) to (g) above and (i) the amount
of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock); provided,
that Indebtedness shall not include (A) trade and other ordinary course payables, accrued expenses and intercompany liabilities
and customer deposits and prepayments arising in the
ordinary course of business, (B) prepaid or deferred revenue arising in the ordinary course of business, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to
satisfy unperformed obligations of the seller of such asset, (D) earn-out obligations until such obligations become a liability on the balance sheet of such person in accordance with GAAP, (E) obligations or liabilities under any
Operations Services Agreement or,
(F) Indebtedness of an Unrestricted Subsidiary secured by a Lien on the Equity Interests of an
Unrestricted Subsidiary or (G) leases for office space, server space, retail
space, research and development locations, customer service locations or other business operating or services locations entered into by the Borrower and its Subsidiaries in the ordinary course of business. 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. To the extent not otherwise included, Indebtedness shall include the amount of any
Receivables Net Investment. 

  
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 “Indemnified Taxes” shall mean all Taxes imposed on or with
respect to or measured by any payment made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document other than Excluded Taxes and Other Taxes. 

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b). 

“Ineligible Institution” shall mean (i) (a) the persons identified as “Disqualified
Lenders” in writing to the Arrangers by the Borrower on or prior to the
ClosingSecond Amendment Effective
Date and (b) any Affiliates of the Persons referred to in clause (i)(a) that are identified in writing by the Borrower to the Administrative Agent on and after the
ClosingSecond Amendment Effective
Date or that are identifiable solely on the basis of their names and (ii) (a) the persons identified as bona fide business competitors of the Borrower and its Subsidiaries in writing to the Arrangers by the Borrower on or prior to the ClosingSecond Amendment Effective Date;
provided that the Borrower may supplement in writing to the Administrative Agent from time to time the list of persons that are bona fide business competitors of the Borrower and its Subsidiaries under this clause (ii)(a) and (b) any Affiliates
(other than Bona Fide Debt Funds) of the Persons referred to in clause (ii)(a) that are identified in writing by the Borrower to the Administrative Agent on and after the
ClosingSecond Amendment Effective
Date or that are identifiable solely on the basis of their names; provided, that no updates shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation interest in respect of the Loans
from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Ineligible Institutions. 

“Information” shall have the meaning assigned to such term in Section 3.14(a). 

“Information Memorandum” shall mean the Confidential Information Memorandum dated
November 13, 2019, as modified or supplemented prior to the Closing Date. 
 “Initial
Revolving Facility” shall mean the Revolving Facility in effect on the Closing Date as amended on the
Second Amendment Effective Date (as the same may be amended from time to time in accordance with this Agreement). 

“Initial Revolving Loan” shall mean a Revolving Facility Loan made (i) pursuant to the Revolving
Facility Commitments in effect on the Closing Date (as the same may be amended from time to time in accordance with this Agreement) or (ii) pursuant to any Incremental Revolving Facility Commitment on the same terms as the Revolving Facility
Loans referred to in clause (i) of this definition. 
 “Intellectual Property Right” shall have the
meaning assigned to such term in Section 3.21. 
 “Intercreditor Agreement” shall mean any Permitted
Pari Passu Intercreditor Agreement and any Permitted Junior Intercreditor Agreement. 
 “Interest Election
Request” shall mean a request by the Borrower to convert or continue a Term Borrowing or Revolving Facility Borrowing in accordance with Section 2.07 and substantially in the form of Exhibit C. 

“Interest Expense” shall mean, with respect to any person for any period, the sum of (a) gross interest
expense of such person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to Swap Agreements) payable in connection with the incurrence
of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense, (b) capitalized interest of such person, and
(c) commissions, discounts, yield and other fees and charges 

  
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incurred in connection with any Permitted Receivables Financing which are payable to any person other than a Loan Party. For purposes of the foregoing, gross interest expense shall be determined
after giving effect to any net payments made or received and costs incurred by the Borrower and the Subsidiaries with respect to Swap Agreements, and interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. 

“Interest Payment Date” shall mean, (a) as to any Loan other than an ABR Loan, the last day of each
Interest Period applicable to such Loan and the scheduled maturity date of such Loan; provided, however, that if any Interest Period for a Eurocurrency Loan exceeds three months, the respective dates that fall every three months after
the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any ABR Loan, the last Business Day of each March, June, September and December and the scheduled maturity date of such Loan. 

“Interest Period” shall mean, as to each Eurocurrency Loan, the period commencing on the date such
Eurocurrency Loan is disbursed or converted to or continued as a Eurocurrency Loan and ending on the date one, two, three or six months (or twelve months if agreed to by each applicable Lender or such period of shorter than one month as may be
consented to by the Administrative Agent) thereafter, as selected by the Borrower; provided that: 

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the
next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

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

(c) no Interest Period for any Loan shall extend beyond the maturity date of such Facility. 

Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. 

“Interpolated Rate” shall mean, in relation to the Eurocurrency Rate or the EURIBO Rate for any Borrowing,
the rate which results from interpolating on a linear basis between: (a) (x) in the case of the Eurocurrency Rate for the applicable currency, the rate appearing on the Reuters screen (or another commercially available source as designated
by the Administrative Agent in accordance with market practice from time to time) for the Eurocurrency Rate, (y) in the case of the EURIBO Rate, the rate appearing on the Reuters screen (or another commercially available source as designated by
the Administrative Agent in accordance with market practice from time to time) for the EURIBO Rate, in each case, for the longest period (for which that rate is available) which is less than the Interest Period for such Borrowing and (b) the
rate appearing on such screen or other source, as the case may be, for the shortest period (for which that rate is available) which exceeds the Interest Period for such Borrowing, (x) in the case of the Eurocurrency Rate, as of approximately
11:00 a.m., London time, two Business Days prior to and (y) in the case of the EURIBO Rate, as of approximately 11:00 a.m., London time, two Target Days prior to, the commencement of such Interest Period. 

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

  
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“ISDA
Definitions” shall mean the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest
rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto. 

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

“Israeli Collateral Agreements” shall mean (i) the Israeli Share Pledge and, (ii) first ranking floating
charge agreements dated as of December 10, 2019 by
each Israeli Subsidiary Loan Party in favor of the Collateral Agent and (iii) each Second Amendment
Israeli Collateral Agreement, in each case as amended, supplemented or otherwise modified from time to time. 

“Israeli Companies Law” shall mean the Companies Law, 1999, as amended from time to time, and any regulations
promulgated thereunder. 
 “Israeli Insolvency and Rehabilitation Law” shall mean the Insolvency and
Rehabilitation Law, 2018, as amended from time to time, and any regulations promulgated thereunder. 
 “Israeli
Share Pledge” shall mean the first ranking fixed charge agreement dated as of December 10,
2019 over the Equity Interests in Playtika Group Israel Ltd. held by the Borrower, made by the Borrower in favor of the Collateral Agent, as amended, supplemented or otherwise modified from
time to time. 
 “Israeli Subsidiary Loan Party” shall mean any Subsidiary Loan Party organized
under the law of the State of Israel. 
 “Issuer Documents” shall mean, with respect to any Letter of
Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any subsidiary or other Person designated by the Borrower) or in favor of the L/C Issuer and relating to
such Letter of Credit. 
 “Junior Financing” shall mean any Indebtedness of the type set forth in clauses
(a) and (b) of the definition thereof, in each case, that is secured by a Lien on the Collateral junior to the Liens securing the Obligations, that is
unsecured or that is expressly subordinate to the Obligations. 

“LCT Election” shall have the meaning assigned to such term in Section 1.07. 

“LCT Test Date” shall have the meaning assigned to such term in Section 1.07. 

“L/C Advance” shall mean, with respect to each Lender, such Lender’s funding of its participation in any
L/C Borrowing in accordance with its Revolving Facility Percentage under the applicable Revolving Facility. All L/C Advances shall be denominated in Dollars. 

“L/C Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as an ABR Revolving Loan. All L/C Borrowings shall be denominated in Dollars. 

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

“L/C Issuer” shall mean each of Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands
Branch, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc. and UBS AG, Stamford Branch and each other L/C Issuer designated pursuant to Section 2.05(k), in each case in its capacity as an issuer of Letters of Credit hereunder, and its
successors in such capacity as provided in Sections 2.05(l) or 8.09. An L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or designees of such L/C Issuer, in which case the term “L/C
Issuer” shall include any such Affiliate or designee with respect to Letters of Credit issued by such Affiliate or designee; provided, that such L/C Issuer shall not be entitled to any amounts payable under Sections 2.15 or 2.17 solely in
respect of increased costs resulting from such exercise and existing at the time of such exercise. In the event that there is more than one L/C Issuer at any time, references herein and in the other Loan Documents to the L/C Issuer shall be deemed
to refer to the L/C Issuer in respect of the applicable Letter of Credit or to all L/C Issuers, as the context requires. 

“L/C Issuer Fees” shall have the meaning assigned to such term in Section 2.12(b). 

“L/C Obligations” shall mean, as at any date of determination, the aggregate amount available to be drawn
under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings (each of the foregoing, calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent
thereof). For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed to be “outstanding” in the amount so remaining available to be drawn. 
 “L/C Participation
Fee” shall have the meaning assigned such term in Section 2.12(b). 
 “Lender” shall mean
each financial institution listed on Schedule 2.01 (other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 9.04), as well as any person that becomes a
“Lender” hereunder pursuant to Section 9.04 or Section 2.21. 
 “Lender Participation
Notice” shall have the meaning assigned to such term in Section 2.11(h)(iii). 
 “Lender Presentation” shall mean the Lender Presentation dated March 2021, as modified or supplemented prior to the Second
Amendment Effective Date. 
 “Lending Office” shall mean, as to any Lender, the applicable
branch, office or Affiliate of such Lender designated by such Lender to make Loans. 
 “Letter of Credit”
shall mean any letter of credit issued hereunder and shall include any Alternate Currency Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. 

“Letter of Credit Application” shall mean an application and agreement for the issuance or amendment of a
Letter of Credit in the form from time to time in use by the L/C Issuer. 
 “Letter of Credit Commitment”
shall mean, with respect to each L/C Issuer, (i) the commitment of such L/C Issuer to issue Letters of Credit pursuant to Section 2.05 as set forth opposite such 

  
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L/C Issuer’s name on Schedule 2.01 under the heading “Letter of Credit Commitment” or (ii) if such L/C Issuer has entered into an Assignment and Acceptance that has
been consented to by the Borrower and the Administrative Agent, or is a successor L/C Issuer consented to by the Borrower in accordance with Section 2.05(l), the amount set forth for such L/C Issuer as its Letter of Credit Commitment in the
Register, in each case or such larger amount not to exceed the Letter of Credit Sublimit as the Administrative Agent and the applicable L/C Issuer may agree. The aggregate amount of the Letter of Credit Commitment of all L/C Issuers as of the ClosingSecond Amendment Effective Date is
$50.0 million. Letters of Credit issued under any L/C Issuer’s Letter of Credit Commitment may be issued under any Revolving Facility as determined by the Borrower. 

“Letter of Credit Expiration Date” shall mean, with respect to any Revolving Facility, the day that is five
Business Days prior to the Revolving Facility Maturity Date for such Revolving Facility then in effect. 
 “Letter
of Credit Sublimit” shall mean the aggregate Letter of Credit Commitments of the L/C Issuers, in an amount not to exceed $50.0 million (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof)
or such larger amount not to exceed the Revolving Facility Commitment as the Administrative Agent and the applicable L/C Issuer may agree. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility Commitments. 

“LIBOR Successor Rate” shall have the meaning assigned to such term in Section
2.23(a). 
 “LIBOR Successor Rate Conforming Changes” shall mean, 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, 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 in consultation with the Borrower). 
 “Lien” shall mean, with respect to
any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, fixed charge, security interest or similar encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall an operating lease, a lease for office space,
server space, retail space or other business operating locations entered into by the Borrower and its Subsidiaries in the ordinary course of business or an agreement to sell be deemed to constitute a Lien. 

“Limited Condition Transaction” shall have the meaning assigned to such term in Section 1.07. 

“Loan Documents” shall mean (i) this Agreement, (ii) the Guarantee Agreement, (iii) the
Security Documents, (iv) each Incremental Assumption Agreement (including the Second Amendment), (v) any Intercreditor Agreement and (vi) any Note issued under Section 2.09(e). 

“Loan Obligations” shall mean (a) the due and punctual payment by the Borrower of (i) the unpaid
principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such 


  
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proceeding) on the Loans made to the Borrower under this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each
payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral and (iii) all other monetary obligations of the Borrower owed
under or pursuant to this Agreement and each other Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations
of each other Loan Party under or pursuant to each of the Loan Documents. 
 “Loan Parties” shall mean the
Borrower and the Subsidiary Loan Parties. 
 “Loans” shall mean the Term Loans and the Revolving Facility
Loans. 
 “Local Time” shall mean Henderson, Nevada local time (daylight or standard, as applicable). 

“Majority Lenders” of any Facility shall mean, at any time, Lenders under such Facility having Loans and
unused Commitments representing more than 50% of the sum of all Loans outstanding under such Facility and unused Commitments under such Facility at such time. The Loans and Commitments of any Defaulting Lender shall be disregarded in determining
Majority Lenders at any time. 
 “Management Group” shall mean the group consisting of the directors,
executive officers and other management personnel of the Borrower and the Subsidiaries, as the case may be, on the ClosingSecond Amendment Effective Date together with (x) any new directors whose election by such boards of directors or whose
nomination for election by the shareholders of the Borrower, was approved by a vote of a majority of the directors of the Borrower, then still in office who were either directors on the
ClosingSecond Amendment Effective
Date or whose election or nomination was previously so approved and (y) executive officers and other management personnel of the Borrower and the Subsidiaries, as the case may be, hired at a time when the directors on the ClosingSecond Amendment Effective Date
together with the directors so approved constituted a majority of the directors of the Borrower. 
 “Margin
Stock” shall have the meaning assigned to such term in Regulation U. 
 “Material Asset”
shall mean any asset or business of the Borrower and its Subsidiaries that generates more than 8% of the revenue of the Borrower and its Subsidiaries for the
then most recently ended Test Period. 
 “Material
Adverse Effect” shall mean a material adverse effect on (a) the business, assets, operations or financial condition of the Borrower and the Subsidiaries, taken as a whole (excluding any matters disclosed to the Arrangers prior to the
ClosingSecond Amendment Effective
Date) or (b) the material rights or remedies (taken as a whole) of the Administrative Agent and the Lenders under the Loan Documents. 

“Material
Games” shall mean, collectively, the mobile games owned by the Borrower and the Subsidiaries
on the Closing Date and commonly known as Slotomania, Bingo Blitz, House of Fun, Caesars Casino and World Series of Poker. 

  
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 “Material Indebtedness” shall mean Indebtedness (other than
the Loans) of any one or more of the Borrower or any Subsidiary in an aggregate principal amount exceeding $75.0100.0 million. 

“Material Intellectual Property” shall mean (a) any Intellectual Property Rights consisting of registered trademarks or copyrights subsisting in
the name or logo of any game that generates more than 5% of the EBITDA of the Borrower and its Subsidiaries for the then most recently ended Test Period and
(b) any Intellectual Property Rights consisting of registered trademarks or copyrights subsisting in the names or logos of the Material Games. 

“Material Subsidiary” shall mean any Subsidiary other than Immaterial Subsidiaries. 

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09. 

“Moody’s” shall mean Moody’s Investors Service, Inc. 

“Mortgaged Properties” shall mean the Owned Real Properties that are set forth on Schedule 3.07
and each additional Owned Real Property encumbered by a Mortgage or Additional Mortgage pursuant to Section 5.10(c), 5.10(d) or 5.10(i). 

“Mortgages” shall mean, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt,
assignments of leases and rents, and other security documents delivered with respect to Mortgaged Properties, in such form as is reasonably satisfactory to the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to
time. For the avoidance of doubt, the term “Mortgages” shall include, without limitation, the Additional Mortgages. 

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which
the Borrower or any Subsidiary or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within
any of the preceding six plan years made or accrued an obligation to make contributions. 
 “NASDAQ” shall
mean the Nasdaq Stock Market. 
 “Net Income” shall mean, with respect to any person, the net income (loss)
of such person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends. 

“Net Proceeds” shall mean: 

(a) 100% of the cash proceeds actually received by the Borrower or any Subsidiary (including any cash payments
received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received
and excluding, for the avoidance of doubt, any proceeds of insurance that in the good faith determination of the Borrower are allocable to business interruption) from any Asset Sale that is conducted or classified under Section 6.05(g) (but excluding any such Asset Sale of a Material Game or Material Asset, which shall be subject to clause (c) below) or any Sale and Lease-Back Transaction that is conducted or classified under Section 6.03(b)(ii), net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title
insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations relating to the applicable asset to the extent such debt or obligations
are secured by a Lien permitted hereunder (other than pursuant to the Loan 

  
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Documents) on such asset, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) Taxes (including withholding taxes) paid
or payable (in the good faith determination of the Borrower) as a result thereof, (iii) all distributions and other payments required to be made (or attributable) to minority interest holders (other than the Borrower and the Subsidiaries) in
subsidiaries or joint ventures as a result of such transaction and (iv) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any Taxes deducted pursuant
to clause (i) or (ii) above) (x) related to any of the applicable assets and (y) retained by the Borrower or any of the Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be
cash proceeds of such Asset Sale occurring on the date of such reduction); provided, that, if the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of any such
proceeds setting forth the Borrower’s intention to use or commit to use any portion of such proceeds, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower and the Subsidiaries or to make Permitted Business Acquisitions and
other Investments permitted hereunder (except for Permitted Investments or intercompany Investments in Subsidiaries), in each case within 1215 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within
1215 months of such receipt, so
used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 1215-month period but within such 1215-month period are contractually committed to be used after such
1215-month period, then upon the
termination of such contract after such
1215-month period, any remaining
portion not so used by such time shall constitute Net Proceeds as of the date of such termination without giving effect to this proviso); provided, further that the Borrower may elect to deem reinvestments (or contractual commitments
for reinvestments) that occur prior to receipt of any such proceeds to have been reinvested in accordance with the requirements of the immediately preceding proviso so long as such reinvestments shall have been made no earlier than the date of
execution of the definitive agreement with respect to such Asset Sale or Sale and Lease-Back Transaction or the occurrence of the relevant event giving rise to such proceeds; provided, further, that (x) no net cash proceeds
calculated in accordance with the foregoing realized in any fiscal year shall constitute Net Proceeds in such fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $5.0 million (and thereafter only net
cash proceeds in excess of such amount shall constitute Net Proceeds) and (y) in any event, no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net
Proceeds unless such net cash proceeds shall exceed $2.5 million (and thereafter only net cash proceeds in excess of such amount shall (1) be included in the calculation of clause (x) of this proviso above and (2) constitute Net
Proceeds); and 
 (b) 100% of the cash proceeds from the incurrence, issuance or sale by the Borrower
or any Subsidiary Loan Party of any Indebtedness (other than Excluded Indebtedness), net of all taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such incurrence,
issuance or sale; and. 

(c) 100% of the cash proceeds
from any sale, transfer or other disposition (other than a non-exclusive license (in the ordinary course of business not interfering in any material respect with the business of the Borrower and the Subsidiaries), abandonment, novation, release or
termination) of any Material Asset or Material Game to a Person other than the Borrower or any Subsidiary, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related
search and recording charges,  

  
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transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other
obligations relating to the applicable asset to the extent such debt or obligations are secured by a Lien permitted hereunder (other than pursuant to the Loan Documents) on such asset, other customary expenses and brokerage, consultant and other
customary fees actually incurred in connection therewith, (ii) Taxes (including withholding taxes) paid or payable (in the good faith determination of the Borrower) as a result thereof, (iii) all distributions and other payments required
to be made (or attributable) to minority interest holders (other than the Borrower and the Subsidiaries) in subsidiaries or joint ventures as a result of such transaction and (iv) the amount of any reasonable reserve established in accordance
with GAAP against any adjustment to the sale price or any liabilities (other than any Taxes deducted pursuant to clause (i) or (ii) above) (x) related to any of the applicable assets and (y) retained by the Borrower or any of the
Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such
reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be cash proceeds of such sale, transfer or other disposition occurring on the date of such reduction). 
 “New Class Loans” shall have the meaning assigned to such
term in Section 9.08(f). 
 “New York Courts” shall have the meaning assigned to such term in
Section 9.15. 
 “Non-Consenting Lender” shall have the meaning assigned to such term in
Section 2.19(c). 
 “Non-Defaulting Lender” shall mean, at any time, each Lender that is not a
Defaulting Lender at such time. 
 “Non-Extension Notice Date” shall have the meaning assigned to such term
in Section 2.05(b). 

“Non-Hardwired
 Currencies” shall mean any currency other than Dollars. 

“Non-Reinstatement Deadline” shall have the meaning assigned to such term in Section 2.05(b). 

“Note” shall have the meaning assigned to such term in Section 2.09(e). 

“NYFRB”
 shall mean the Federal Reserve Bank of New York. 

“NYSE” shall mean the New York Stock Exchange. 

“Obligations” shall mean, collectively, (a) the Loan Obligations, (b) obligations in respect of any
Secured Cash Management Agreement and (c) obligations in respect of any Secured Swap Agreement. 
 “Offered
Loans” shall have the meaning assigned to such term in Section 2.11(h)(iii). 
 “Operations Services
Agreement” shall mean any services agreement, management agreement, marketing services agreement, data sharing agreement, shared services agreement, customer support services agreement, AI services agreement, software license and
distribution agreement, development services agreement, outsourcing services agreement, intercompany purchase agreement, 

  
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guarantee fee agreement, publishing agreement, and similar agreements and arrangements entered into by the Borrower or any of its Subsidiaries with the Borrower or any of its Subsidiaries in the
ordinary course of business providing for the provision or sale of goods and services or the licensing or sharing of
intellectual property rights on a cost, cost plus or other arms-length basis and any and all modifications thereto, substitutions therefor and replacements thereof so long as such
modifications, substitutions and replacements are entered into not in violation of this Agreement. 
 “Other
Pari Passu Indebtedness” shall mean Indebtedness (other than the Loans) that is secured by pari passu Liens on the Collateral permitted by Section 6.02. 

“Other Revolving Facility Commitments” shall mean Incremental Revolving Facility Commitments to make Other
Revolving Loans. 
 “Other Revolving Loans” shall have the meaning assigned to such term in
Section 2.21(a). 
 “Other Taxes” shall mean all present or future stamp or documentary Taxes or any
other excise, transfer, sales, property, intangible, mortgage recording, or similar Taxes, charges or levies arising from any payment made under any Loan Document or from the execution, registration, delivery, performance or enforcement of, or
otherwise with respect to, the Loan Documents, and, for the avoidance of doubt, excluding any Excluded Taxes. 

“Other Term Loans” shall have the meaning assigned to such term in Section 2.21(a). 

“Outstanding Amount” shall mean (i) with respect to any Loans on any date, the Dollar Equivalent amount
of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date; and (ii) with respect to any L/C Obligations on any date, the Dollar Equivalent
amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as
a result of any reimbursements by the Borrower of Unreimbursed Amounts. 
 “Overdraft Line” shall have the
meaning assigned to such term in Section 6.01(w). 
 “Overnight Rate” shall mean, for any day, the
greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent or the L/C Issuer, as the case may be, in accordance with banking industry rules on interbank compensation. 

“Owned Real Property” shall mean each parcel of Real Property that is located in the United States and is
owned in fee by any Loan Party that has an individual fair market value (on a per property basis and as determined by the Borrower in good faith) of at least $20.0 million (x) as of the Closing Date, for Real Property now owned or (y) as
of the date of acquisition, for Real Property acquired after the Closing Date (provided that such $20.0 million threshold shall not be applicable in the case of Real Property that is integrally related to the ownership or operation of a
Mortgaged Property or otherwise necessary for such Mortgaged Property to be in compliance with all requirements of law applicable to such Mortgaged Property); provided that, with respect to any Real Property that is partially owned in fee and
partially leased by any Loan Party, Owned Real Property will include both that portion of such material real property that is owned in fee and that portion that is so leased to the extent that (i) such leased portion is integrally related to
the ownership or operation of the balance of such material real property or is otherwise necessary for such real property to be in compliance with all requirements of law applicable to such material real property in fee and only if (ii) such
portion that is owned in fee has an individual fair market value (as determined by the Borrower in good faith) of at least $20.0 million (x) as of the Closing 

  
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Date, for Real Property now so partially owned and partially leased or (y) as of the date of acquisition, for Real Property acquired after the Closing Date so partially owned and partially
leased (provided that such $20.0 million threshold shall not be applicable in the case of Real Property that is integrally related to the ownership or operation of a Mortgaged Property or otherwise necessary for such Mortgaged Property to be
in compliance with all requirements of law applicable to such Mortgaged Property) and (iii) a mortgage in favor of the Collateral Agent (for the benefit of the Secured Parties) is permitted on such Real Property by applicable law and by the
terms of any lease, or other applicable document governing any leased portion of such Real Property, or with the consent of the applicable lessor or grantor (to the extent obtained after the applicable Loan Party has utilized commercially reasonable
efforts to obtain same). 
 “Parent Entity” shall mean any direct or indirect parent of the Borrower. 

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

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

“Participating Member State” shall mean each state so described in any EMU Legislation. 

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA. 

“Perfection Certificate” shall mean the Perfection Certificate with respect to the Borrower and the other
Loan Parties in a form reasonably satisfactory to the Administrative Agent, as the same may be supplemented from time to time to the extent required by Section 5.04(f). 

“Permitted
 Bond Hedge Transaction” shall mean any call or capped call option (or substantively equivalent derivative transaction) on the Borrower’s common stock purchased by the Borrower in connection with the issuance of any Convertible
Indebtedness; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received
by the Borrower from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction. 

“Permitted Business Acquisition” shall mean any acquisition of all or substantially all the assets of, or a
majority of the Equity Interests in, or merger, consolidation or amalgamation with, a person or a division or line of business of a person (it being understood that a single mobile game or the Intellectual Property Rights necessary for a single
mobile game shall constitute a line of business) (or any subsequent investment made in a person, division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto (or in the case of
clauses (i) and (iii), if an LCT Election is made, as of the applicable LCT Test Date): (i) no Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be
consummated in accordance with applicable laws; (iii) after giving effect to such acquisition or investment and any related
transactions (and subject to the grace periods in Section 5.10 and the definition of “Collateral and
Guarantee Requirement”), the Borrower shall be in compliance with the Guarantor Coverage Test on a Pro Forma Basis; and (iv) any acquired or newly formed Subsidiary shall not be
liable for any Indebtedness except for Indebtedness permitted by Section 6.01. 
 “Permitted Cure
Securities” shall mean any equity securities of the Borrower or a Parent Entity issued pursuant to the Cure Right other than Disqualified Stock. 

  
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 “Permitted Holder” shall mean each of (i) the
Management Group, (ii) GiantHoldings, Alpha,
the Alpha Shareholders or any subsidiary or Affiliate of Giant, (iii) the Chairman Shi Parties, (ivHoldings, Alpha or the Alpha Shareholders, (iii) any Person that has no material assets other than the capital stock of
Holdings, the Borrower or other Permitted Holders and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests in the Borrower, and of which no other Person or
“group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than any of the other Permitted Holders specified in clauses (i) through (iviii), beneficially owns more than 50% (or,
following a Qualified IPO, the greater of 50% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) through (iviii)) on a fully diluted basis of the voting Equity Interests thereof, and (viv) any “group” (within the
meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) the members of which include any of the other Permitted Holders specified in clauses (i) through (iviii) above and that, directly or
indirectly, hold or acquire beneficial ownership of the voting Equity Interests in the Borrower (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the
percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the other Permitted Holders specified in clauses (i) through (iviii) above) beneficially owns more
than 50% (or, following a Qualified IPO, the greater of 50% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) through (iviii) above) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group. 

“Permitted Investments” shall mean: 

(a) direct obligations of the United States of America, the United Kingdom, Israel or any member of the
European Union or any agency thereof or obligations guaranteed by the United States of America, the United Kingdom, Israel or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years; 

(b) time deposit accounts, certificates of deposit and money market deposits maturing within 180365 days of the date of acquisition
thereof issued by (i) a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits in
excess of $250 million and whose long-term debt, or whose parent holding company’s long-term debt, is rated BBB- (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in
Rule 436 under the Securities Act)), (ii) any Revolving Lender or Affiliate of a Revolving Lender or (iii) other banks, trust companies or other financial institutions approved by the Administrative Agent (it being agreed that
Steiermarkische Bank und Sparkassen AG and First Horizon Bank (f/k/a First Tennessee Bank) are approved by the Administrative Agent as of the date hereof); 

(c) repurchase obligations with a term of not more than 180185 days for underlying securities of the
types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above; 

(d) commercial paper, maturing not more than one year after the date of acquisition, issued by (i) a
corporation (other than an Affiliate of the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment
therein is made of P-1 (or higher) according to Moody’s, or A-1 (or higher) according to S&P (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436
under the Securities Act)) or (ii) any Revolving Lender or Affiliate of a Revolving Lender; 

  
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 (e) securities with maturities of twothree years or less from the date of
acquisition issued or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority
thereof, and rated at least
AA- by S&P or A3 by Moody’s (or such similar equivalent rating or higher by
at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act)); 

(f) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those
satisfying the provisions of clauses (a) through (e) above; 
 (g) money market funds that
(i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000.0 million; 

(h) time deposit accounts, certificates of deposit and money market deposits in an aggregate face amount not in
excess of 2.5% of the total assets of the Borrower and the Subsidiaries, on a consolidated basis, as of the end of the Borrower’s most recently completed fiscal year; and 

(i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in any
foreign currency comparable in credit quality and tenor to those referred to above or that are commonly used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection
with any business conducted by any Loan Party or any Subsidiary organized in such jurisdiction. 
 “Permitted Junior
Intercreditor Agreement” shall mean, with respect to any Liens on Collateral that are intended to be junior to any Liens securing the Term B Loans
and the Term B-1 Loans (including, for the avoidance of
doubt, junior Liens pursuant to Section 2.21(b)(ii)), either (as the Borrower shall elect), (x) any Second Lien Intercreditor Agreement if such Liens secure “Second Priority Claims” (as defined therein), (y) an intercreditor
agreement not materially less favorable to the Lenders vis-à-vis such junior Liens than such Second Lien Intercreditor Agreement (as determined by the Borrower in good faith) or (z) another intercreditor agreement the terms of which are
consistent with market terms governing security arrangements for the sharing of liens on a junior basis at the time such intercreditor agreement is proposed to be established, as determined by the Borrower and the Administrative Agent in the
exercise of reasonable judgment. 
 “Permitted Liens” shall have the meaning assigned to such term
in Section 6.02. 
 “Permitted Loan Purchase Assignment and Acceptance” shall mean an assignment and
acceptance entered into by a Lender as an Assignor and the Borrower as an Assignee, and accepted by the Administrative Agent, in the form of Exhibit E or such other form as shall be approved by the Administrative Agent and the Borrower (such
approval not to be unreasonably withheld or delayed). 
 “Permitted Loan Purchases” shall have the meaning
assigned to such term in Section 9.04(i). 
 “Permitted Pari Passu Intercreditor Agreement” shall
mean, with respect to any Liens on Collateral that are intended to be secured on a pari passu basis with the Liens securing the Term B
Loans and the Term B-1 Loans, either (as the Borrower shall
elect) (x) the First Lien Intercreditor Agreement, (y) another intercreditor agreement not materially less favorable to the Lenders vis-à-vis such pari passu Liens than the First Lien Intercreditor Agreement (as determined by the
Borrower in good faith) or (z) another intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens on a pari passu basis at the time such intercreditor agreement is


  
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proposed to be established, as determined by the Borrower and the Administrative Agent in the exercise of reasonable judgment. 

“Permitted Receivables Documents” shall mean all documents and agreements evidencing, relating to or
otherwise governing a Permitted Receivables Financing. 
 “Permitted Receivables Financing” shall mean one
or more transactions pursuant to which (i) Receivables Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries
finance (or refinance) their acquisition of such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against Receivables Assets (including conduit and warehouse financings) and any Swap Agreements entered into
in connection with such Receivables Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) in connection with such transactions shall be limited to the extent customary (as
determined by the Borrower in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with
respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Receivables Subsidiary)). 

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or as a modification
of, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing
Indebtedness) (and, in the case of revolving Indebtedness being Refinanced, to effect a corresponding reduction in the commitments with respect to such revolving Indebtedness being Refinanced); provided, that with respect to any Indebtedness
being Refinanced, (a) except to the extent otherwise permitted by this Agreement (including utilization of any other available baskets and incurrence-based amounts), the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance
costs, fees, commissions, expenses, plus an amount equal to any existing commitment unutilized thereunder and letters of credit undrawn thereunder), (b) except with respect to Section 6.01(i) and 6.01(j), the Weighted Average Life to
Maturity of such Permitted Refinancing Indebtedness is greater than or equal to the shorter of (i) the Weighted Average Life to Maturity of the Indebtedness being Refinanced (without giving effect to any amortization or prepayments on the
Refinanced Indebtedness) and (ii) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness being Refinanced that were due on or after the date that is one year following the Term BB-1 Facility Maturity Date in effect on the
date of incurrence were instead due on the date that is one year following such
Term BB-1 Facility Maturity
Date, (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Loan Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Loan Obligations on terms
in the aggregate not materially less favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced and (d) no Permitted Refinancing Indebtedness shall have greater guarantees or security than the
Indebtedness being Refinanced (except that a Loan Party may be added as an additional obligor and may grant security to secure such Permitted Refinancing Indebtedness) unless such guarantees are otherwise permitted by Section 6.01 at such time of incurrence or security is otherwise permitted by Section 6.02 at such time of
incurrence, as applicable; provided,
further, that with respect to a Refinancing of Indebtedness permitted hereunder that is subordinated, such Permitted Refinancing Indebtedness shall (i) be subordinated to the guarantee by Subsidiary Loan Parties of the Loan Obligations,
and (ii) be otherwise on terms (excluding interest rate and redemption premiums), taken as a whole, not materially less favorable to the Lenders than those contained in the documentation governing the Indebtedness being Refinanced. 

  
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“Permitted
 Warrant Transaction” shall mean any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s common stock sold by the Borrower substantially concurrently with any purchase by the
Borrower of a related Permitted Bond Hedge Transaction. 

“Person” or “person” shall mean any natural person, corporation, business trust, joint
venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof. 

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is,
(i) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and (ii) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by the
Borrower or any ERISA Affiliate, and (iii) in respect of which the Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined
in Section 3(5) of ERISA. 
 “Platform” shall have the meaning assigned to such term in
Section 9.17(a). 
 “Pledged Collateral” shall have the meaning assigned to such term in the
Collateral Agreement. 
 “Portfolio Interest Exemption Certificate” shall have the meaning assigned to such
term in Section 2.17(e). 
 “Pricing Grid” shall mean, with respect to the Loans, the applicable table
set forth below: 
  

													
	 Pricing Grid for Revolving Facility Loans

and Revolving Facility Commitments
	 
	Senior Secured Leverage Ratio	  	Applicable Margin
for ABR Loans	 	 	Applicable Margin
for Eurocurrency
Loans	 	 	Applicable
Commitment Fee	 
	 Greater than 3.60 to 1.00
	  	 	2.252.00	% 	 	 	3.253.00	% 	 	 	0.50	% 
	 Less than or equal to 3.60 to 1.00 but greater than 2.85 to 1.00
	  	 	2.001.75	% 	 	 	3.002.75	% 	 	 	0.375	% 
	 Less than or equal to 2.85 to
1.00 but greater than 2.00 to 1.00
	  	 	1.751.50	% 	 	 	2.752.50	% 	 	 	0.25	% 
	 Less than or equal
to 2.00 to 1.00
	  	 	1.25	% 	 	 	2.25	% 	 	 	0.25	% 

 For the purposes of the Pricing Grid, changes in the Applicable Margin and Applicable Commitment Fee resulting
from changes in the Senior Secured Leverage Ratio shall become effective on the date (the “Adjustment Date”) of delivery of the relevant financial statements pursuant to Section 5.04 for each fiscal quarter beginning with the
first full fiscal quarter of the Borrower after the Closing Date, 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 5.04, then, at the option of the Administrative Agent or the Required Lenders,
until the date that is three Business Days after the date on which such financial statements are delivered, the pricing level that is one pricing level higher than the pricing level theretofore in effect shall apply as of the first Business Day
after the date on which such financial statements were to have been delivered but were not delivered. Each determination of the Senior 

  
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Secured Leverage Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 6.10. 

Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is
subsequently determined that the Senior Secured Leverage Ratio set forth in any compliance certificate delivered to the Administrative Agent pursuant to Section 5.04(c) is inaccurate as a result of any fraud, intentional misrepresentation or
willful misconduct of the Borrower or any officer thereof and the result is that the Lenders received interest or fees for any period based on an Applicable Margin and the Applicable Commitment Fee that is less than that which would have been
applicable had the Senior Secured Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Margin” and the “Applicable Commitment Fee” for any day occurring within the period covered by
such compliance certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Senior Secured Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower
for the relevant period pursuant to this Agreement as a result of the miscalculation of the Senior Secured Leverage Ratio shall be deemed to be (and shall be) due and payable under the relevant provisions of this Agreement, as applicable, at the
time the interest or fees for such period were required to be paid pursuant to said Section (and shall remain due and payable until paid in full, together with all amounts owing under Section 2.13, in accordance with the terms of this
Agreement). 
 “primary obligor” shall have the meaning given such term in the definition of the term
“Guarantee.” 
 “Prime Rate” shall mean the rate of interest per annum as determined from time to
time by the Administrative Agent as its prime rate in effect at its principal office in New York City and notified to the Borrower in writing. 

“Pro Forma Basis” shall mean, as to any person, for any events as described below that occur subsequent to
the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made and all other relevant transactions which occurred prior to or doing such
Reference Period (or, other than in the case of actual compliance with Section 6.10, occurring prior to or during
the applicable Reference Period or thereafter and through and including the date upon which the respective Permitted Business Acquisition or relevant transaction is consummated), such calculation
will give pro forma effect to such events and other relevant transactions as if such events and other relevant transactions occurred on the first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the
“Reference Period”): (i) in making any determination on a Pro Forma Basis, pro forma effect shall be given to any Asset Sale, any acquisition, Investment, capital expenditure, Capitalized Software Expenditure, construction,
repair, replacement, improvement, development, disposition, merger, amalgamation, consolidation (including the
Transactions and the Second Amendment Transactions) (or any
similar transaction or transactions not otherwise permitted under Section 6.04 or 6.05 that require a waiver or consent of the Required Lenders and such waiver or consent has been obtained), any dividend, distribution or other similar payment,
any designation of any Subsidiary as an Unrestricted Subsidiary and any Subsidiary Redesignation, and any restructurings of the business of the Borrower or any of its Subsidiaries that the Borrower or any of its Subsidiaries has determined to make
and/or made and in the good faith determination of a Responsible Officer of the Borrower are expected to have a continuing impact and are factually supportable, which would include cost savings resulting from head count reduction, closure of
facilities and similar operational improvements and other cost savings, which adjustments the Borrower
determines are reasonable as set forth in a certificate of a Financial Officer of the Borrower (the foregoing, together with any transactions related thereto or in connection therewith, the “relevant transactions”), in each case
that occurred prior to or during the Reference Period (or, other than in the case of actual  

  
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compliance with Section 6.10, occurring prior to or during the Reference Period or thereafter and through and including the date upon which the respective Permitted Business Acquisition or relevant transaction is
consummated), (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is
being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes and amounts outstanding under any Permitted Receivables Financing, in each case
not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Reference Period (or, other than in the case of Section 6.10, occurring prior to or during the Reference Period or thereafter and through and including
the date upon which the respective Permitted Business Acquisition or relevant transaction is consummated) shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period, and (y) Interest Expense of
such person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in
effect during the period for which pro forma effect is being given had been actually in effect during such periods, and (iii) (A) any Subsidiary Redesignation then being designated, effect shall be given to such Subsidiary Redesignation
and all other Subsidiary Redesignations after the first day of the relevant Reference Period and on or prior to the date of the respective Subsidiary Redesignation then being designated, collectively, and (B) any designation of a Subsidiary as
an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries after the first day of the relevant Reference Period and on or prior to the date of the then applicable
designation of a Subsidiary as an Unrestricted Subsidiary, collectively. 
 Pro forma calculations made pursuant to
the definition of the term “Pro Forma Basis” shall be determined in good faith by a Responsible Officer of the Borrower and may
include, (i) adjustments to reflect operating expense
reductions and other operating improvements, synergies or cost savings reasonably expected to result from such relevant pro forma event and any other relevant transaction that occurred prior to or during the applicable Reference Period (or, other
than in the case of actual compliance with
Section 6.10, occurring prior to or during the applicable Reference Period or thereafter and through and including the date upon which the respective Permitted Business Acquisition or relevant transaction is consummated) (including, to the extent applicable, the
Transactions and the Second Amendment Transactions)
expected to be initiated, achieved, completed or realized within
1224 months of such pro forma event
or relevant
transactiontransactions, as
applicable and (ii) any adjustments of the type used in connection with the calculation of
“Adjusted EBITDA” as set forth in the Senior Notes Offering Memorandum; provided, that the aggregate amount of adjustments for any Test Period pursuant to clause (i) of this paragraph, together with the aggregate amount of adjustments made for such Test Period pursuant to clause (v) of the definition of EBITDA, shall not exceed an amount equal to
2025% of EBITDA for such Test
Period (calculated after giving effect to any adjustment pursuant to this paragraph or clause (v) of the definition of EBITDA). 
 For purposes of this definition, any amount in a currency other than
Dollars will be converted to Dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in the financial statements
delivered pursuant to Section 5.04(a) or 5.04(b), as applicable, for the applicable period. 
 “Pro Forma
Compliance” shall mean, at any date of determination, that the Borrower and the Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect on a Pro Forma Basis to all relevant transactions (including the assumption, the
issuance, incurrence and permanent repayment of Indebtedness), with the Financial Performance Covenant recomputed as at the last day of the most recently ended fiscal quarter of the Borrower and the Subsidiaries for which the financial statements
and certificates required pursuant to Section 5.04 have been or were required to have been delivered. 

  
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 “Projections” shall mean the projections of the Borrower and its Subsidiaries included in the Information Memorandum and any
otherany projections and any forward-looking statements (including statements with respect to booked
business) of such entitiesthe Borrower and its
Subsidiaries furnished to the Lenders or the Administrative Agent by or on behalf of the Borrower or any of its Subsidiaries
in connection with the Second Amendment Transactions prior
to the ClosingSecond Amendment
Effective Date. 
 “Proposed Discounted Prepayment Amount” shall have the meaning
assigned to such term in Section 2.11(h)(ii). 
 “Pro Rata Extension Offers” shall have the meaning
assigned to such term in Section 2.21(e). 
 “Pro Rata Share” shall have the meaning assigned to such
term in Section 9.08(f). 
 “PTE” shall mean a prohibited transaction class exemption issued by the
U.S. Department of Labor, as any such exemption may be amended from time to time. 
 “Public Lender” shall
have the meaning assigned to such term in Section 9.17. 
 “QFC” shall have 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” shall have the meaning assigned thereto in Section 9.27. 

“Qualified Equity Interests” shall mean any Equity Interests in the Borrower or any Parent Entity other than
Disqualified Stock. 
 “Qualified IPO” shall mean any transaction or series of related transactions that
results in any of the Equity Interests in the Borrower or any Parent Entity that Guarantees the Obligations hereunder being publicly traded on any U.S. national securities exchange or over the counter market or any analogous exchange or any
recognized securities exchange in China, Israel, Canada, the United Kingdom or any country in the European Union. 

“Qualifying Lenders” shall have the meaning assigned to such term in Section 2.11(h)(iv). 

“Qualifying Loans” shall have the meaning assigned to such term in Section 2.11(h)(iv). 

“Real Property” shall mean, collectively, all right, title and interest (including, without limitation, any
leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any Loan Party, together with, in each case, all easements, hereditaments and appurtenances relating thereto, and all improvements situated,
placed or constructed upon, or fixed to or incorporated into, or which becomes a component part of such real property, and appurtenant fixtures incidental to the ownership or lease thereof. 

“Receivables Assets” shall mean any of the following assets (or interests therein) from time to time
originated, acquired or otherwise owned by the Borrower or any Subsidiary or in which the Borrower or any Subsidiary has any rights or interests, in each case, without regard to where such assets or interests are located: (a) accounts
receivable (including any bills of exchange) and related assets and property, (b) franchise fees, management fees, royalties and other similar payments made related to the use of trade names and other Intellectual Property Rights, business
support, training and other services, (c)

  
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revenues related to distribution and merchandising of the products of the Borrower and its Subsidiaries, (d) rents, real estate taxes and other non-royalty amounts due from franchisees,
(e) Intellectual Property Rights relating to the generation of any of the types of assets listed in this definition, (f) any Equity Interests in any Special Purpose Receivables Subsidiary or any Subsidiary of a Special Purpose Receivables
Subsidiary and any rights under any limited liability company agreement, trust agreement, shareholders agreement, organization or formation documents or other agreement entered into in furtherance of the organization of such entity, (g) any
equipment, contractual rights with unaffiliated third parties, website domains and associated property and rights necessary for a Special Purpose Receivables Subsidiary to operate in accordance with its stated purposes; (h) any rights and
obligations associated with gift card or similar programs, and (i) other assets and property (or proceeds of such assets or property) to the extent customarily included in securitization transactions of the relevant type in the applicable
jurisdictions (as determined by the Borrower in good faith). 
 “Receivables Net Investment” shall mean the
aggregate cash amount paid by the lenders or purchasers under any Permitted Receivables Financing in connection with their purchase of, or the making of loans secured by, Receivables Assets or interests therein, as the same may be reduced from time
to time by collections with respect to such Receivables Assets or otherwise in accordance with the terms of the Permitted Receivables Documents (but excluding any such collections used to make payments of items included in clause (c) of the
definition of Interest Expense); provided, however, that if all or any part of such Receivables Net Investment shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise
be returned for any reason, such Receivables Net Investment shall be increased by the amount of such distribution, all as though such distribution had not been made. 

“Reference Period” shall have the meaning assigned to such term in the definition of the term “Pro Forma
Basis.” 

“Reference
 Time” with respect to any setting of the then-current Benchmark shall mean (1) if such Benchmark is the Eurocurrency Rate with respect to Dollars, 11:00 A.M. (London time) on the day that is two London banking days preceding the date of
such setting, (2) if such Benchmark is the EURIBO Rate, such Benchmark is the 11:00 A.M. (London time) on the day that is two Target Days preceding the date of such setting and (3) if such Benchmark is not the Eurocurrency Rate with
respect to Dollars or the EURIBO Rate, the time determined by the Administrative Agent in its reasonable discretion. 

“Refinance” shall have the meaning assigned to such term in the definition of the term “Permitted
Refinancing Indebtedness,” “Refinancing” and “Refinanced” shall have a meaning correlative thereto. 

“Refinancing Notes” shall mean any secured or unsecured notes or loans issued by any Loan Party (whether
under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) 100% of the Net Proceeds of such Refinancing Notes are used to permanently reduce, refinance or replace Loans and/or
reduce, refinance or replace Commitments substantially simultaneously with the issuance thereof (including the payment of accrued interest and premium (including tender premium) and underwriting discounts, defeasance costs, fees, commissions and
expenses); (b) except to the extent otherwise permitted by this Agreement (including utilization of any other available baskets and incurrence-based amounts), the principal amount (or accreted value, if applicable) of such Refinancing Notes
does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced, refinanced or replaced and/or Commitments so reduced, refinanced or replaced (plus unpaid accrued interest and premium
(including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such 

  
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Refinancing Notes (excluding bridge facilities allowing extensions on customary terms to a date that is no earlier than the maturity date of the debt being refinanced, reduced or replaced as in
effect on the date of incurrence) is on or after the maturity date of the Indebtedness being refinanced, reduced or replaced as in effect on the date of incurrence; (d) the Weighted Average Life to Maturity of such Refinancing Notes (excluding
bridge facilities allowing extensions on customary terms to a date that is no earlier than the maturity date of the debt being refinanced, reduced or replaced as in effect on the date of incurrence) is greater than or equal to the Weighted Average
Life to Maturity of the Indebtedness so reduced, refinanced or replaced (in the case of term Indebtedness, without giving effect to any amortization or prepayments on the reduced, refinanced or replaced Indebtedness); (e) in the case of
Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the maturity date of such Indebtedness that is so reduced,
refinanced or replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale (and similar events) or event of loss and customary acceleration rights after an event of
default); (f) except for interest rates, fees, floors, funding discounts, optional prepayments, redemption or prepayment premiums and other pricing terms and covenants or other provisions applicable only to periods after the Term BB-1 Facility Maturity Date in effect at the
time such Refinancing Notes are issued (which shall be determined by the Borrower and the lenders providing such Refinancing Notes in their sole discretion), the other terms of such Refinancing Notes shall (w) be substantially similar to, or
not materially less favorable to the Borrower and its Subsidiaries than, the terms and conditions, taken as a whole, applicable to the Indebtedness so reduced, refinanced or replaced, as applicable (as determined in good faith by the Borrower),
(x) be then-current market terms (as determined in good faith by the Borrower), (y) in the case of unsecured Refinancing Notes, be terms that are customary for “high yield” securities (as determined in good faith by the Borrower)
or (z) be such other terms as shall be reasonably satisfactory to the Administrative Agent; (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by
Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable. 

“Refinancing Term Loans” shall have the meaning assigned to such term in Section 2.21(j). 

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

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings
and interpretations thereunder or thereof. 
 “Regulation U” shall mean Regulation U of the Board as from
time to time in effect and all official rulings and interpretations thereunder or thereof. 
 “Regulation
X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof. 

“Related Fund” shall mean, with respect to any Lender that is a fund that invests in bank or commercial loans
and similar extensions of credit, any other fund that invests in bank or commercial loans and similar extensions of credit and is advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity (or an Affiliate
of such entity) that administers, advises or manages such Lender. 
 “Related Parties” shall mean, with
respect to any specified person, such person’s Affiliates and the respective directors, trustees, officers, employees, agents, members and advisors of such person and such person’s Affiliates. 

“Related Sections” shall have the meaning assigned to such term in Section 6.04. 

  
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 “Release” shall mean any spilling, leaking, seepage,
pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the environment. 

“Relevant
 Governmental Body” shall mean (i) with respect to a Benchmark or Benchmark Replacement in respect of any Benchmark applicable to Dollars, the Board or the NYFRB, or a committee officially endorsed or convened by the Board or the NYFRB, or
any successor thereto, and (ii) with respect to a Benchmark Replacement for any Benchmark applicable to a currency other than Dollars, (a) the central bank for the applicable currency or any central bank or other supervisor which is
responsible for supervising (1) such Benchmark or Benchmark Replacement for such currency or (2) the administrator of such Benchmark or Benchmark Replacement for such currency or (b) any working group or committee officially endorsed
or convened by: (1) the central bank for such currency, (2) any central bank or other supervisor that is responsible for supervising either (x) such Benchmark or Benchmark Replacement for such currency or (y) the administrator of
such Benchmark or Benchmark Replacement for such currency, or (3) the Financial Stability Board, or a committee officially endorsed or convened by the Financial Stability Board, or any successor thereto. 
 “Replacement L/C Issuer” shall mean, with respect to any
Replacement Revolving Facility, any Replacement Revolving Lender thereunder from time to time designated by the Borrower as the Replacement L/C Issuer under such Replacement Revolving Facility with the consent of such Replacement Revolving Lender
and the Administrative Agent. 
 “Replacement L/C Obligations” shall mean, as at any date of determination
with respect to any Replacement Revolving Facility, the aggregate amount available to be drawn under all outstanding Replacement Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings, under such
Replacement Revolving Facility. For all purposes of this Agreement, if on any date of determination a Replacement Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the
ISP, such Replacement Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

“Replacement Letter of Credit” shall mean any letter of credit issued pursuant to a Replacement Revolving
Facility. 
 “Replacement Revolving Credit Percentage” shall mean, as to any Replacement Revolving Lender
at any time under any Replacement Revolving Facility, the percentage which such Lender’s Replacement Revolving Facility Commitment under such Replacement Revolving Facility then constitutes of the aggregate Replacement Revolving Facility
Commitments under such Replacement Revolving Facility (or, at any time after such Replacement Revolving Facility Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Replacement Revolving
Facility Credit Exposure then outstanding pursuant to such Replacement Revolving Facility constitutes of the amount of the aggregate Replacement Revolving Facility Credit Exposure then outstanding pursuant to such Replacement Revolving Facility).

 “Replacement Revolving Facility” shall mean each Class of Replacement Revolving Facility Commitments and
the extensions of credit made hereunder by the Replacement Revolving Lenders. 
 “Replacement Revolving Facility
Commitments” shall have the meaning assigned to such term in Section 2.21(l). 

  
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 “Replacement Revolving Facility Credit Exposure” shall
mean, at any time, the sum of (a) the aggregate Outstanding Amount of the Replacement Revolving Loans at such time and (b) the Outstanding Amount of the Replacement L/C Obligations at such time. The Replacement Revolving Facility Credit
Exposure of any Replacement Revolving Lender at any time shall be the product of (x) such Replacement Revolving Lender’s Replacement Revolving Credit Percentage of the applicable Class and (y) the aggregate Replacement Revolving
Facility Credit Exposure of such Class of all Replacement Revolving Lenders, collectively, at such time. 

“Replacement Revolving Facility Effective Date” shall have the meaning assigned to such term in
Section 2.21(l). 
 “Replacement Revolving Lender” shall have the meaning assigned to such term in
Section 2.21(m). 
 “Replacement Revolving Loans” shall have the meaning assigned to such term in
Section 2.21(l). 
 “Reportable Event” shall mean any reportable event as defined in
Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an
ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code). 

“Required Lenders” shall mean, at any time, Lenders having Term Loans and Commitments (and, if the Revolving
Facility Commitments under any Revolving Facility have been terminated, Revolving Facility Credit Exposures under such Revolving Facility) that, taken together, represent more than 50% of the sum of all Term Loans and Commitments (and, if the
Revolving Facility Commitments have been terminated, Revolving Facility Credit Exposures) at such time. The Loans, Commitments and Revolving Facility Credit Exposures of any Defaulting Lender shall be disregarded in determining Required Lenders at
any time. The portion of Term Loans held by Debt Fund Affiliate Lenders in the aggregate in excess of 49.9% of the Required Amount of Loans shall be disregarded in determining Required Lenders at any time. For purposes of the foregoing,
“Required Amount of Loans” shall mean, at any time, the amount of Loans required to be held by any particular group of Lenders in order for such group of Lenders to constitute “Required Lenders” without giving effect to
the immediately preceding sentence. 
 “Required Percentage” shall mean, with respect to an Applicable
Period, 75 commencing with the Excess Cash Flow
Period ending December 31, 2022, 50%; provided, that (a) if the
SeniorTotal Secured Leverage Ratio
at the end of the Applicable Period is less than or equal to
3.503.00 to 1.00 but greater than
2.502.00 to 1.00, such percentage
shall be 5025%, and (b) if the SeniorTotal Secured Leverage Ratio at the
end of the Applicable Period is less than or equal to 2.50 to 1.00 but greater than 1.50 to 1.00, such percentage shall be 25% and (c), if the Senior Secured Leverage Ratio at the
end of the Applicable Period is less than or equal to 1.502.00 to 1.00, such percentage shall be 0%.

 “Required Prepayment Date” shall have the meaning assigned to such term in Section 2.11(e). 

“Required Revolving Facility Lenders” shall mean, at any time, Revolving Facility Lenders having
(a) Revolving Facility Loans outstanding, (b) L/C Obligations and (c) Available Unused Commitments that, taken together, represent more than 50% of the sum of (x) all Revolving Facility Loans outstanding, (y) all L/C
Obligations and (z) the total Available Unused Commitments at such time; 

  
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provided, that the Revolving Facility Loans, L/C Obligations and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Required Revolving Facility
Lenders at any time. 
 “Requirement of Law” shall mean, as to any person, any law, treaty, rule,
regulation, statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case
applicable to or binding upon such person or any of its property or assets or to which such person or any of its property or assets is subject. 

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

“Responsible Officer” of any person shall mean any executive officer (including, without limitation, any
Chief Executive Officer, President, Senior Vice President, Executive Vice President, Vice President, Secretary, Assistant Secretary, General Counsel, Deputy General Counsel, and Manager) or Financial Officer of such person or any managing member or
general partner of such person or, in the case of any UK Subsidiary Loan Party, a Director, and, in each case, any other officer or similar official of such person or any managing member or general partner of such person responsible for the
administration of the obligations of such person in respect of this Agreement. 
 “Restricted Payments”
shall have the meaning assigned to such term in Section 6.06. The amount of any Restricted Payment made other than in the form of cash or cash equivalents shall be the fair market value thereof (as determined by the Borrower in good faith).

 “Retained Percentage” shall mean, with respect to any Excess Cash Flow Period, (a) 100% minus
(b) the Required Percentage with respect to such Excess Cash Flow Period. 
 “Revaluation Date” shall
mean (a) with respect to any Alternate Currency Letter of Credit, each of the following: (i) each date of issuance, extension or renewal of an Alternate Currency Letter of Credit, (ii) each date of an amendment of any Alternate
Currency Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the L/C Issuer under any Alternate Currency Letter of Credit, (iv) the last Business Day of March, June, September and December
and (v) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require and (b) with respect to any Alternate Currency Loans, each of the following: (i) each date of a
Borrowing of Eurocurrency Revolving Loans denominated in an Alternate Currency, (ii) each date of a continuation of a Eurocurrency Revolving Loan denominated in an Alternate Currency pursuant to Section 2.07, (iii) the last Business
Day of March, June, September and December and (iv) such additional dates as the Administrative Agent shall determine or the Majority Lenders under the applicable Revolving Facility shall require. 

“Revolving Facility” shall mean the Revolving Facility Commitments of any Class and the extensions of credit
made hereunder by the Revolving Facility Lenders of such Class and, for purposes of Section 9.08(b) and the definition of “Required Revolving Facility Lenders”, shall refer to all such Revolving Facility Commitments as a single Class.

 “Revolving Facility Borrowing” shall mean a Borrowing comprised of Revolving Facility Loans of the same
Class. 
 “Revolving Facility Commitment” shall mean, with respect to each Revolving Facility Lender, the
commitment of such Revolving Facility Lender to make Revolving Facility Loans of a Class pursuant to Section 2.01(bc), as such commitment may be (a) reduced from time to time pursuant to Section


  
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2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04, and (c) increased (or replaced) as provided under
Section 2.21. The initial amount of each Lender’s Revolving Facility Commitment as of the Second Amendment Effective Date is set forth on
Schedule 2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Revolving Facility Commitment (or Incremental Revolving Facility Commitment), as applicable. The
aggregate amount of the Lenders’ Revolving Facility Commitments on the date hereof is
$250.0as of the Second Amendment Effective Date is $600.0 million. On the date hereof, there is only one
Class of Revolving Facility Commitments. After the date hereof, additional Classes of Revolving Facility Commitments may be added or created pursuant to Incremental Assumption Agreements. 

“Revolving Facility Credit Exposure” shall mean, with respect to any Class of Revolving Facility Commitments,
at any time, the sum of (a) the aggregate Outstanding Amount of the Revolving Facility Loans of such Class at such time (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof) and (b) the Outstanding
Amount of the L/C Obligations of such Class at such time (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). The Revolving Facility Credit Exposure of any Revolving Facility Lender under any
Revolving Facility at any time shall be the product of (x) such Revolving Facility Lender’s Revolving Facility Percentage under such Revolving Facility and (y) the aggregate Revolving Facility Credit Exposure under such Revolving
Facility of all Revolving Facility Lenders, collectively, at such time. 
 “Revolving Facility Lender”
shall mean a Lender (including an Incremental Revolving Facility Lender) with a Revolving Facility Commitment or with outstanding Revolving Facility Loans. 

“Revolving Facility Loan” shall mean a Loan made by a Revolving Facility Lender pursuant to
Section 2.01(bc) or
Section 2.21. 
 “Revolving Facility Maturity Date” shall mean, as the context may require,
(a) with respect to the Revolving Facility in effect on the
ClosingSecond Amendment Effective
Date, the date that is ninety-one (91) days prior to the fifth (5th) anniversary of the
ClosingSecond Amendment Effective
Date and (b) with respect to any other Classes of Revolving Facility Commitments, the maturity dates specified therefor in the applicable Incremental Assumption Agreement. 

“Revolving Facility Percentage” shall mean, with respect to any Revolving Facility Lender of any Class, the
percentage of the total Revolving Facility Commitments of such Class represented by such Lender’s Revolving Facility Commitment of such Class. If the Revolving Facility Commitments of such Class have terminated or expired, the Revolving
Facility Percentages of such Class shall be determined based upon the Revolving Facility Commitments of such Class most recently in effect, giving effect to any assignments pursuant to Section 9.04. 

“S&P” shall mean Standard & Poor’s Ratings Services, a Standard & Poor’s
Financial Services LLC business or any successor to the rating agency business thereof. 
 “Sale and Lease-Back
Transaction” shall have the meaning assigned to such term in Section 6.03. 
 “Same Day
Funds” shall mean with respect to disbursements and payments in Dollars, immediately available funds. 

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

“Sanctioned Person” shall mean, at any time, (a) any person listed in any Sanctions-related list of
designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, the Israeli Ministry of Finance or Her
Majesty’s Treasury of the United Kingdom, (b) any person organized or resident in a Sanctioned Country, (c) any person controlled or 50% or more owned by any Person or Persons described in the foregoing clauses (a) or (b), or
(d) any person that is otherwise the subject or target of Sanctions. 
 “Sanctions” shall mean all
economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or
the U.S. Department of State, or (b) the United Nations Security Council, the European Union, the Israeli Ministry of Finance or Her Majesty’s Treasury of the United Kingdom. 

“Scheduled Unavailability
Date” shall have the meaning assigned to such term in Section 2.23(a). 
 “SEC” shall mean the Securities and Exchange Commission or
any successor thereto. 

“Second
 Amendment” shall mean that certain Incremental Assumption Agreement No. 3 and Second Amendment to Credit Agreement, dated as of March 11, 2021, by and among the Borrower, the Subsidiary Loan Parties party thereto, the Lenders party
thereto and the Administrative Agent. 

“Second
 Amendment Effective Date” shall mean March 11, 2021. 
 “Second Amendment Israeli Collateral Agreements” shall mean (i) the Second Amendment Israeli Share Pledge and (ii) first
ranking floating charge agreements dated as of the Second Amendment Effective Date by each Israeli Subsidiary Loan Party in favor of the Collateral Agent, in each case as amended, supplemented or otherwise modified from time to time.


“Second
 Amendment Israeli Share Pledge” shall mean the first ranking fixed charge agreement dated as of the Second Amendment Effective Date over the Equity Interests in Playtika Group Israel Ltd. held by the Borrower, made by the Borrower in favor of
the Collateral Agent, as amended, supplemented or otherwise modified from time to time. 
 “Second Amendment Transactions” shall mean, collectively, (a) the execution, delivery and performance of the Second Amendment
and the other Loan Documents in connection therewith, the creation or reaffirmation of the Liens pursuant to the Security Documents, and the borrowings and other extensions of credit hereunder in connection therewith; (b) the execution,
delivery and performance of the Senior Unsecured Note Documents and the sale and issuance of the Senior Unsecured Notes; (c) the repayment in full of the Term B Loans; and (d) the payment of all fees and expenses in connection therewith to
be paid on, prior or subsequent to the Second Amendment Effective Date. 
 “Second Lien Intercreditor
Agreement” shall mean the Second Lien Intercreditor Agreement substantially in the form of Exhibit O hereto, or such other customary form reasonably 

  
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acceptable to the Administrative Agent and the Borrower, in each case, as such document may be amended, restated, supplemented or otherwise modified from time to time. 

“Section 6.07 Affiliate” shall have the meaning assigned to such term in Section 6.07. 

“Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by and
between any Loan Party and any Cash Management Bank to the extent that such Cash Management Agreement is not otherwise designated in writing by the Borrower and the applicable Cash Management Bank to the Administrative Agent to not be included as a
Secured Cash Management Agreement. 
 “Secured Parties” shall mean, collectively, the Administrative Agent,
the Collateral Agent, each Lender, each L/C Issuer, each Hedge Bank that is party to any Secured Swap Agreement, each Cash Management Bank that is party to any Secured Cash Management Agreement and each sub-agent appointed pursuant to
Section 8.02 by the Administrative Agent with respect to matters relating to the Loan Documents or by the Collateral Agent with respect to matters relating to any Security Document. 

“Secured Swap Agreement” shall mean any Swap Agreement that is entered into by and between any Loan Party and
any Hedge Bank to the extent that such Swap Agreement is not otherwise designated in writing by the Borrower and the applicable Hedge Bank to the Administrative Agent to not be included as a Secured Swap Agreement. Notwithstanding the foregoing, for
all purposes of the Loan Documents, any Guarantee of, or grant of any Lien to secure, any obligations in respect of a Secured Swap Agreement by a Loan Party shall not include any Excluded Swap Obligations. 

“Securities Act” shall mean the Securities Act of 1933, as amended. 

“Security Documents” shall mean the Mortgages, the Collateral Agreement, each Israeli Collateral Agreement,
each UK Collateral Agreement, the IP Security Agreements (as defined in the Collateral Agreement) and each of the security agreements and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to clause
(d) of the definition of “Collateral and Guarantee Requirement” or Sections 4.02 or 5.10. 
 “Senior Notes Offering Memorandum” shall mean the Offering Memorandum, dated March 5, 2021, in respect of the Senior Unsecured
Notes. 
 “Senior Secured Leverage Ratio” shall mean, on any date, the ratio of
(a) Total First Lien Senior Secured Net Debt as of the last day of the Test Period most recently ended as of such date to (b) EBITDA for the Test Period most recently ended as of such date, all determined on a consolidated basis in
accordance with GAAP; provided, that the Senior Secured Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis. 

“Senior
 Unsecured Note Documents” shall mean the Senior Unsecured Notes Indenture and the Senior Unsecured Notes, as amended, restated, adjusted, waived, renewed, supplemented, modified, refinanced, restructured, increased or replaced from time to
time (whether with the same or different noteholders and trustees, and including increases in amounts). 

“Senior
 Unsecured Notes” shall mean the $600.0 million in aggregate principal amount of the 4.25% Senior Unsecured Notes due 2029 issued pursuant to the Senior Unsecured Notes Indenture, as amended, restated, adjusted, waived, renewed, supplemented,
modified, refinanced, restructured, increased or replaced from time to time (whether with the same or different noteholders and trustees, and including increases in amounts). 

  
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“Senior
 Unsecured Notes Indenture” shall mean the Indenture, dated as of March 11, 2021, among the Borrower, as issuer, the subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee, relating to
the Senior Unsecured Notes, as amended, restated, adjusted, waived, renewed, supplemented, modified, refinanced, restructured, increased or replaced from time to time (whether with the same or different noteholders and trustees, and including
increases in amounts). 
 “Similar Business”
shall mean any business, the majority of whose revenues are derived from (i) business or activities conducted or contemplated to be conducted by the Borrower and the Subsidiaries on the
ClosingSecond Amendment Effective
Date or (ii) any business that is a natural outgrowth or reasonable extension, development or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing. 

“SOFR”
 shall mean, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business
Day. 
 “SOFR Administrator” shall mean the NYFRB (or a successor administrator of the secured overnight financing
rate). 
 “SOFR Administrator’s Website” shall mean the website of the NYFRB, currently at http://www.newyorkfed.org, or
any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. 

“Special Purpose Receivables Subsidiary” shall mean (i) a direct or indirect Subsidiary of the Borrower
established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner (as determined by the Borrower in good faith) intended to reduce the likelihood that
it would be substantively consolidated with the Borrower or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the Borrower or any such Subsidiary becomes subject to a proceeding under the Bankruptcy Code (or
other insolvency law) and (ii) any subsidiary of a Special Purpose Receivables Subsidiary. 
 “Spot
Rate” for a currency shall mean the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the person acting in such capacity as the spot rate for the purchase by such person of such currency
with another currency through its principal foreign exchange trading office at approximately 8:00 a.m., Local Time on the date two Business Days prior to the date as of which the foreign exchange computation is made or if such rate cannot be
computed as of such date such other date as the Administrative Agent or the L/C Issuer shall reasonably determine is appropriate under the circumstances; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from
another financial institution designated by the Administrative Agent or the L/C Issuer if the person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency. 

“Statutory Reserves” shall mean the aggregate of the maximum reserve percentages (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting
office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurocurrency Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject
to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage. 

  
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 “Subordinated Intercompany Debt” shall have the meaning
assigned to such term in Section 6.01(e). 
 “subsidiary” shall mean, with respect to any person
(herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the
ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 

“Subsidiary” shall mean, unless the context otherwise requires, a subsidiary of the Borrower. Notwithstanding
the foregoing (and except for purposes of the definition of Unrestricted Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of the Borrower or any of its Subsidiaries for purposes of this Agreement. 

“Subsidiary Loan Party” shall mean each Domestic Subsidiary Loan Party and each Foreign Subsidiary Loan
Party. For the avoidance of doubt, the Borrower may elect, in its sole discretion, to cause any Domestic Subsidiary or Foreign Subsidiary that would be an Excluded Subsidiary to become a Subsidiary Loan Party (and a Domestic Subsidiary Loan Party or
Foreign Subsidiary Loan Party, as applicable) by becoming a party to the Guarantee Agreement; provided, that in the case of any Foreign Subsidiary (other than (i) a Foreign Subsidiary organized or incorporated under the laws of England
and Wales, the State of Israel, Germany, Austria
or,
Finland, Poland, Romania or Ukraine and (ii) a Foreign
Subsidiary for which the Administrative Agent shall have received an opinion referred to in the definition of “Guarantor Coverage Test”), such Subsidiary’s jurisdiction of formation or organization shall be reasonably satisfactory to
the Administrative Agent. 
 “Subsidiary Redesignation” shall have the meaning provided in the
definition of “Unrestricted Subsidiary” contained in this Section 1.01. 
 “Supported QFC”
shall have the meaning assigned thereto in Section 9.27. 
 “Swap Agreement” shall mean any agreement
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, 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 credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price
physical delivery contracts, or any similar transaction or any combination of these transactions, in each case of the foregoing, whether or not exchange traded; provided, that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of the Subsidiaries shall be a Swap
Agreement; provided, that no Permitted Bond Hedge Transaction nor Permitted Warrant Transaction
shall be a Swap Agreement. 
 “Swap
Obligation” shall mean, with respect to any Subsidiary Loan Party, 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. 
 “Target Day” shall mean any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer payment system is open for the settlement of payments in Euro. 

  
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 “Tax Distributions” shall mean any distributions made
pursuant to Section 6.06(b)(y). 
 “Taxes” shall mean all present or future taxes, levies, imposts,
duties (including stamp duties), deductions, withholdings or similar charges (including ad valorem charges) imposed by any Governmental Authority, and all interest, additions to tax and penalties related thereto. 

“Term B Borrowing” shall mean any Borrowing comprised of Term B Loans. 

“Term B Facility” shall mean the Term B Loan Commitment and the Term B Loans made hereunder. 

“Term B Facility Maturity Date” shall mean the date that is the fifth (5th) anniversary of the Closing Date. 

“Term B Loan Commitment” shall mean, with respect to each Lender, the
commitment of such Lender to make Term B Loans hereunder. The aggregate amount of the Term B Loan Commitments as of the Closing Date is $2,500.0 million. 

“Term
 B Loan Installment Date” shall have the meaning assigned to such term in Section 2.10(a)(i). 

“Term
 B Loans” shall mean (a) the term loans made by the Lenders to the Borrower pursuant to Section 2.01(a), and (b) any Incremental Term Loans in the form of Term B Loans made by the Incremental Term Lenders to the Borrower pursuant
to Section 2.01(d). The Term B Loans were repaid in full on the Second Amendment Effective Date. 

“Term
 B-1 Borrowing” shall mean any Borrowing comprised of Term B-1 Loans. 

“Term
 B-1 Facility” shall mean the Term B-1 Loan Commitment and the Term B-1 Loans made hereunder and under the Second Amendment. 

“Term
 B-1 Facility Maturity Date” shall mean the date that is the seventh (7th) anniversary of the Second Amendment Effective Date.



“Term B-1 Loan Commitment” shall mean the “2021 Refinancing Term Loan Commitment” as defined in, and made pursuant to Section 2(a) of, the Second Amendment on the Second Amendment Effective Date. The amount
of each Lender’s Term
BB-1 Loan Commitment as of the ClosingSecond Amendment Effective Date is
set forth on Schedule I of the Second Amendment and Schedule 2.01 hereof. The aggregate amount of the Term
BB-1 Loan Commitments as of the ClosingSecond Amendment Effective Date is
$2,500.01,900 million. 

“Term BB-1 Loan Installment Date” shall have the meaning assigned to such term in Section 2.10(a)(iii). 

“Term BB-1 Loans” shall mean (a) the term loans made by the Lenders to the Borrower pursuant to
Section 2.01(a)b) of this Agreement and
Section 2(a) of the Second Amendment, and (b) any Incremental Term Loans in the form of Term BB-1 Loans made by the Incremental Term Lenders to the Borrower pursuant to Section 2.01(cd). 

“Term Borrowing” shall mean any Term B Borrowing, any Term B-1 Borrowing or any Incremental Term Borrowing.


  
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 “Term Closing Fee” shall have the meaning assigned to such
term in Section 2.12(d). 
 “Term Facility” shall mean the Term B Facility, the Term B-1 Facility and/or any or all of the Incremental Term
Facilities. 
 “Term Facility Maturity Date” shall mean, as the context may require, (a) with
respect to the Term B Facility in effect on the Closing Date, the Term B Facility Maturity Date
and,
(b) with respect to the Term B-1 Facility in effect on the Second Amendment Effective Date, the Term B-1
Facility Maturity Date, and (c) with respect to any other Class of Term Loans, the maturity dates specified therefor in the applicable Incremental Assumption Agreement. 

“Term Loan Commitment” shall mean any Term B Loan Commitment, Term B-1 Loan Commitment or any Incremental Term Loan
Commitment. 
 “Term Loan Installment Date” shall mean any Term B Loan Installment Date, Term B-1 Loan Installment Date or any Incremental Term Loan
Installment Date. 
 “Term Loans” shall mean the Term B Loans, the Term B-1 Loans and/or any or all of the Incremental Term
Loans made pursuant to Section 2.21. 

“Term
 SOFR” shall mean, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body. 
 “Termination Date” shall mean the date on which (a) all
Commitments shall have been terminated, (b) the principal of and interest on each Loan, all Fees and all other Loan Obligations shall have been paid in full (other than in respect of contingent indemnification and expense reimbursement claims
not then due) and (c) all Letters of Credit (other than those that have been Cash Collateralized) have been cancelled or have expired and all amounts drawn or paid thereunder have been reimbursed in full. 

“Test Period” shall mean, on any date of determination, the period of four consecutive fiscal quarters of the
Borrower then most recently ended (taken as one accounting period) for which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b) and, initially, the four fiscal quarter period ending
September 30, 2019. 
 “Testing Condition” shall be satisfied at any time if as of such time
(i) the sum of without duplication (x) the aggregate principal amount of outstanding Revolving Facility Loans at such time (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof) and (y) the
aggregate stated amount (based, in the case of Alternate Currency Letters of Credit, on the Dollar Equivalent thereof) of Letters of Credit issued hereunder (other than (1) $10.0 million of undrawn Letters of Credit (based, in the case of
Alternate Currency Letters of Credit, on the Dollar Equivalent thereof) and (2) any Letters of Credit that have been Cash Collateralized in accordance with Section 2.05(j)) exceeds (ii) an amount equal to 30% of the aggregate amount
of the Revolving Facility Commitments at such time. 
 “Third Party Funds” shall mean any segregated
accounts or funds, or any portion thereof, received by the Borrower or any of its Subsidiaries as agent, trustee, representative, bailee or otherwise on behalf of third parties in accordance with a written agreement or other obligation that imposes
a duty upon the Borrower or one or more of its Subsidiaries to collect and remit those funds to such third parties. 

“Total First Lien Senior Secured Net Debt” at any date shall mean (i) the aggregate principal amount of
Consolidated Debt of the Borrower and the Subsidiaries outstanding at such date that 

  
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consists of, without duplication, Indebtedness (other than (A) Discharged Indebtedness and (B) Escrowed Indebtedness) that in each case is then secured by first-priority Liens on the
Collateral (other than property or assets held in defeasance, escrow or similar trust or arrangement for the benefit of Indebtedness secured thereby), less (ii) without duplication, the aggregate amount of all Unrestricted Cash and Permitted
Investments of the Borrower and the Subsidiaries on such date. 
 “Total Leverage Ratio” shall mean, on any
date, the ratio of (a) Total Net Debt as of the last day of the Test Period most recently ended as of such date to (b) EBITDA for the Test Period most recently ended as of such date, all determined on a consolidated basis in accordance
with GAAP; provided that the Total Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis. 

“Total Net Debt” at any date shall mean (i) the aggregate principal amount of Consolidated Debt (other
than (A) Discharged Indebtedness and (B) Escrowed Indebtedness) of the Borrower and the Subsidiaries outstanding at such date, less (ii) without duplication, the aggregate amount of all Unrestricted Cash and Permitted Investments of
the Borrower and the Subsidiaries on such date. 
 “Total Secured Leverage Ratio” shall mean, on any date,
the ratio of (a) Total Senior Secured Net Debt as of the last day of the Test Period most recently ended as of such date to (b) EBITDA for the Test Period most recently ended as of such date, all determined on a consolidated basis in
accordance with GAAP; provided that the Total Secured Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis. 

“Total Senior Secured Net Debt” at any date shall mean (i) the aggregate principal amount of
Consolidated Debt of the Borrower and the Subsidiaries outstanding at such date that consists of, without duplication, Indebtedness (other than (A) Discharged Indebtedness and (B) Escrowed Indebtedness) that in each case is then secured by
Liens on the Collateral (other than property or assets held in defeasance, escrow or similar trust or arrangement for the benefit of Indebtedness secured thereby), less (ii) without duplication, the aggregate amount of all Unrestricted Cash and
Permitted Investments of the Borrower and the Subsidiaries on such date. 
 “Transaction Expenses” shall
mean any fees or expenses incurred or paid by the Borrower or any of its Subsidiaries or any of their Affiliates in connection with the Existing Credit Agreement Transactions, the Transactions, the Second Amendment Transactions, this Agreement and the other
Loan Documents and the transactions contemplated hereby and thereby. 
 “Transactions” shall mean,
collectively, (a) the execution, delivery and performance of this Agreement and the other Loan Documents, the creation of the Liens pursuant to the Security Documents, and the borrowings and other extensions of credit hereunder; (b) the
repayment in full of, and the termination of all obligations and commitments under, the Existing Credit Agreement; and (c) the payment of all fees and expenses in connection therewith to be paid on, prior or subsequent to the Closing Date. 

“Type” shall mean, when used in respect of any Loan or Borrowing, the rate by reference to which interest on
such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Adjusted Eurocurrency Rate and the ABR. 

“UK
 Collateral Agreements” shall mean the UK Share
Charge, UK Debenture, the UK Supplemental Share
Charge and the UK Supplemental Debenture. 
 “UK Debenture” shall mean the English law
governed debenture entered into bydated
December 10, 2019 between, among others, Playtika UK—House of Fun Limited as chargor and the Collateral Agent pursuant to which Playtika UK—House of Fun Limited
will grantgranted a fixed charge


  
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over all of its intellectual property and a floating charge over all of its other present and future assets (other than Excluded Property), as amended, supplemented or otherwise modified from
time to time. 

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

“UK Share Charge” shall mean the English law governed share charge entered into bydated December 10, 2019
between the Borrower as chargor and the Collateral Agent pursuant to which the Borrower will grantgranted a fixed charge over 100% of its Equity Interests in Playtika UK—House of Fun Limited, as amended, supplemented or
otherwise modified from time to time. 
 “UK Subsidiary Loan Party” shall mean any Subsidiary Loan Party
incorporated under the laws of England and Wales. 

“UK
 Supplemental Debenture” shall mean the English law governed supplemental debenture entered into on the Second Amendment Effective Date by, among others, Playtika UK—House of Fun Limited as chargor and the Collateral Agent pursuant to
which Playtika UK—House of Fun Limited will grant a fixed charge over all of its intellectual property and a floating charge over all of its other present and future assets (other than Excluded Property), as amended, supplemented or otherwise
modified from time to time. 
 “UK Supplemental Share Charge” shall mean the English law governed supplemental share charge entered into on the
Second Amendment Effective Date by the Borrower as chargor and the Collateral Agent pursuant to which the Borrower will grant a fixed charge over 100% of its Equity Interests in Playtika UK—House of Fun Limited, as amended, supplemented or
otherwise modified from time to time. 
 “Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark
Replacement Adjustment. 
 “Unfunded Pension
Liability” shall mean, as of the most recent valuation date for the applicable Plan, the excess of (1) the Plan’s actuarial present value (determined on the basis of reasonable assumptions employed by the independent actuary for
such Plan for purposes of Section 412 of the Code or Section 302 of ERISA) of its benefit liabilities (as defined in Section 4001(a)(16) of ERISA) over (2) the fair market value of the assets of such Plan. 

“Uniform Commercial Code” shall mean the Uniform Commercial Code as the same may from time to time be in
effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral. 

“Unreimbursed Amount” shall have the meaning assigned to such term in Section 2.05(c). 

“Unrestricted Cash” shall mean cash or cash equivalents of the Borrower or the Subsidiaries that would not
appear as “restricted” on a consolidated balance sheet of the Borrower and the Subsidiaries. 

“Unrestricted Subsidiary” shall mean (1) any subsidiary of the Borrower identified on Schedule
1.01(B) as of the Second Amendment Effective Date, (2) any other subsidiary of the Borrower, whether now
owned or hereafter acquired or created after the Closing Date, that is designated by the Borrower as an Unrestricted Subsidiary hereunder after
the ClosingSecond Amendment
Effective Date by written notice to the Administrative Agent; provided, that the Borrower shall only be permitted to so 

  
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designate a new Unrestricted Subsidiary after the ClosingSecond Amendment Effective Date under this clause (2) so long as (a) no Event of Default has occurred and is
continuing or would result therefrom, (b) immediately after giving effect to such designation, the Total Leverage Ratio on a Pro Forma Basis does not exceed 4.10 to 1.00, (c) such Unrestricted Subsidiary shall be capitalized (to the extent
capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.04,
and (d) without duplication of clause (c), any assets
owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 6.04 and
(e) such Unrestricted Subsidiary shall not own any Material Games, and (3) any subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Unrestricted Subsidiary
to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower shall
have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clause (i).

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

“U.S. Special Resolution Regimes” shall have the meaning assigned thereto in Section 9.27. 

“Waivable Mandatory Prepayment” shall have the meaning assigned to such term in Section 2.11(e). 

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

 “Wholly-Owned Domestic Subsidiary” of any person shall mean a Domestic Subsidiary of such person that is
a Wholly-Owned Subsidiary. 
 “Wholly-Owned Subsidiary” of any person shall mean a subsidiary of such
person, all of the Equity Interests in which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly-Owned Subsidiary of such person. 

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

“Withholding Agent” shall mean the Administrative Agent and the Borrower. 

“Working Capital” shall mean, with respect to the Borrower and the Subsidiaries on a consolidated basis at
any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital
shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the
effects of purchase accounting. 

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

SECTION 1.02. Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to
both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word “or” shall not be exclusive. The term “non-exclusive license” shall include licenses that are exclusive as to discrete
geographic areas. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as
otherwise expressly provided herein, any reference in this Agreement to any Loan Document or any other agreement or contract shall mean such document, agreement or contract as amended, restated, supplemented or otherwise modified from time to time
in accordance herewith (to the extent applicable). Except as otherwise expressly provided herein (and subject to the last sentencetwo sentences of this Section 1.02), all terms of an accounting or financial nature shall be construed in accordance with
GAAP, as in effect from time to time; provided, that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in
GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such
notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice
shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any changes in GAAP that take effect for periods ending after December 31, 2018, any lease of the Borrower or the Subsidiaries, or of a special purpose
or other entity not consolidated with the Borrower and its Subsidiaries at the time of its incurrence of such lease, that would be characterized as an operating lease under GAAP in effect for periods ending on or prior to December 31, 2018
(whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation of the Borrower or any Subsidiary under this Agreement or any other Loan Document as a result of such changes in
GAAP. Notwithstanding the foregoing, for all purposes of this Agreement and the other Loan Documents,
(a) leases for office space, server space, retail
space, research and development locations, customer service locations or other business operating and services locations entered into by the Borrower and its Subsidiaries in the ordinary course of business shall not constitute Indebtedness or a Capital Lease Obligation for any purpose, regardless of how such leases are
treated under GAAP at any time. and (b) for
purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein and in the other Loan Documents, Indebtedness of the Borrower and its Subsidiaries shall be (i) at any time prior to the
end of the fiscal quarter ending March 31, 2021, determined in accordance with GAAP and (ii) at any time from and after the last day of the fiscal quarter ending March 31, 2021, deemed to be carried at 100% of the outstanding
principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. 

  
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 SECTION 1.03. Effectuation of Second Amendment Transactions. Each of the representations and warranties of the Borrower and the Subsidiary Loan Parties contained in each Loan Document (and all corresponding
definitions) are made after giving effect to the Second Amendment Transactions as shall have taken place on or prior to the date of determination, unless the context otherwise requires. 

SECTION 1.04. Exchange Rates; Currency Equivalents. 

(a) The Administrative Agent shall determine the Spot Rate as of each Revaluation Date to be used for
calculating Dollar Equivalent amounts of Alternate Currency Letters of Credit and Alternate Currency Loans. Such Spot Rate shall become effective as of such Revaluation Date and shall be the Spot Rate employed in converting any amounts between
Dollars and each Alternate Currency until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the
applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable, in accordance with this Agreement. No
Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Article VI or Section 7.01(f) or (j) being exceeded solely as a result of changes in currency exchange rates from those rates
applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made. and for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate
of currency exchange occurring after the time of any relevant transaction so long as such relevant transaction was permitted at the time incurred, made, acquired, committed, entered or declared. 

(b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a
Eurocurrency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Loan or Letter of Credit is denominated in an
Alternate Currency, such amount shall be the Alternate Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternate Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C
Issuer, as applicable. 
 SECTION 1.05. Times of Day. Unless otherwise specified, all references herein to times of
day shall be references to Local Time. 
 SECTION 1.06. Timing of Payment or Performance. Except as otherwise
expressly provided herein, when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall
extend to the immediately succeeding Business Day. 
 SECTION 1.07. Limited Condition Transactions. For purposes of
(i) determining compliance with any provision of this Agreement that requires the calculation of the Senior Secured Leverage Ratio, the Total Secured Leverage Ratio, the Total Leverage Ratio, the Fixed Charge Coverage Ratio or the Guarantor Coverage Test,
(ii) determining compliance with representations, warranties, Defaults or Events of Default (including,
for the avoidance of doubt, in connection with determining compliance with Section 4.01 for purposes of Borrowings under any Revolving Facility and L/C Credit Extensions) or
(iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of EBITDA or total assets), in each case, in connection with (a) a Permitted Business Acquisition or other Investment
permitted hereunder (including Permitted Business Acquisitions and other Investments subject to a letter of intent or purchase agreement) by the Borrower and/or any 

  
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Subsidiaries, or (b) any unconditional repayment or redemption of, or offer to purchase, any Indebtedness of the Borrower or any subsidiary (any such transaction referred to in clauses
(a) and (b), and any action to be taken in connection therewith (including the incurrence, issuance or repayment of any
Indebtedness (including any Borrowing under any Revolving Facility and any L/C Credit Extension), the granting of any Liens, the making of any Restricted Payment, the consummation of any acquisition or disposition, and any designation or revocation of a designation of any Unrestricted Subsidiary), a
“Limited Condition Transaction”), at the option of the Borrower pursuant to a written notice delivered to the Administrative Agent (the Borrower’s election to exercise such option in connection with any Limited Condition
Transaction, an “LCT Election”) (and regardless of whether or not the applicable provision makes express reference to this Section 1.07, a Limited Condition Transaction, an LCT Election or a LCT Test Date), the date of
determination of whether any such Limited Condition Transaction or action to be taken in connection therewith is permitted under this Agreement (including for purposes of determining the Dollar equivalent amount of any Limited Condition Transaction
denominated in currencies other than Dollars) shall be deemed to be, at the Borrower’s
election, the date the definitive agreements for such Limited Condition Transaction
(or commitments with respect to Indebtedness to be incurred in connection therewith) are entered into
(or, solely in connection with an acquisition, consolidation or business combination to which the United
Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer is made) (the “LCT Test Date”),
and if, after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period ending prior to the
LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such representation, warranty, absence of Default or Event of Default, ratio or basket, such representation, warranty, absence of Default or
Event of Default, ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date
are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Transaction) 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 LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the
relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires
without consummation of such Limited Condition Transaction (or, solely in connection with a Limited Condition
Transaction to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which the scheme or offer, as the case may be, lapses, terminates or is withdrawn (and is not substantially contemporaneously replaced with a new or
renewed scheme or offer) without the consummation of such Limited Condition Transaction), any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition
Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated. 

SECTION 1.08. Additional Alternate Currencies for Loans and Letters of Credit. 

(a) The Borrower may from time to time request that Eurocurrency Revolving Loans and/or Letters of Credit be
made in a currency other than Dollars, Euros or Pound Sterling; provided that such requested currency is a lawful currency (other than Dollars, Euros or Pound Sterling) that is readily available and freely transferable and convertible into
Dollars. Such request shall be subject to the approval of the Administrative Agent. 

  
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 (b) Any such request shall be made to the Administrative
Agent not later than 11:00 a.m., Local Time 20 Business Days prior to the date of the desired Credit Event (or such other time or date as may be agreed by the Administrative Agent, in its sole discretion). 

(c) In the case of a request for a Eurocurrency Revolving Loan of a Class in such other currency, the
Administrative Agent shall promptly notify each Revolving Facility Lender of the applicable Class thereof. Each Revolving Facility Lender of the applicable Class shall notify the Administrative Agent, not later than 11:00 a.m., Local Time 10
Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Revolving Loans in such requested currency. 

(d) Any failure by a Revolving Facility Lender of the applicable Class to respond to such request within the
time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Facility Lender to permit Eurocurrency Revolving Loans of the applicable Class to be made in such requested currency. If the Administrative Agent and
all Revolving Facility Lenders of the applicable Class consent to making Eurocurrency Revolving Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to
be an Alternate Currency hereunder for purposes of any Borrowings of Eurocurrency Revolving Loans of the applicable Class. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this
Section 1.08, the Administrative Agent shall promptly so notify the Borrower. 
 (e) In the case of a
request for a Letter of Credit in such other currency, the Administrative Agent shall promptly notify the applicable L/C Issuer thereof. Such L/C Issuer shall notify the Administrative Agent, not later than 11:00 a.m., Local Time 10 Business Days
after receipt of such request whether it consents, in its sole discretion, to the making of Letters of Credit in such requested currency. 

(f) Any failure by an L/C Issuer to respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such L/C Issuer to issue Letters of Credit in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent to making Letters of Credit in such requested currency, the
Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternate Currency hereunder for purposes of any Letters of Credit issued by such L/C Issuer. If the Administrative Agent shall
fail to obtain consent to any request for an additional currency under this Section 1.08, the Administrative Agent shall promptly so notify the Borrower. 

SECTION 1.09. Change of Currency. 

(a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member
state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member
state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such
expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding
immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period. 

  
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 (b) Each provision of this Agreement shall be subject to
such reasonable changes of construction as the Administrative Agent and the Borrower may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or
practices relating to the Euro. 
 (c) Each provision of this Agreement also shall be subject to such
reasonable changes of construction as the Administrative Agent and the Borrower may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the
change in currency. 
 SECTION 1.10. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related
thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases (including,
without limitation, for purposes of calculating any fees related thereto), whether or not such maximum stated amount is in effect at such time. 

SECTION 1.11. Basket and Ratio Calculations. Notwithstanding anything in this Agreement or any other Loan Document to
the contrary (i) unless the Borrower elects otherwise, if the Borrower or its Subsidiaries in connection with the consummation of any transaction or series of related transactions (A) incurs Indebtedness, creates Liens, makes asset sales
or other dispositions, makes Investments, makes Restricted Payments, designates any Subsidiary as restricted or unrestricted or repays any Indebtedness or takes any other action under or as permitted by a ratio-based basket and (B) incurs
Indebtedness, creates Liens, makes asset sales or other dispositions, makes Investments, makes Restricted Payments, designates any Subsidiary as restricted or unrestricted or repays any Indebtedness or takes any other action under a non-ratio-based
basket (which shall occur on the same Business Day as the events in clause (A) above) under the same covenant
(including in the case of any Indebtedness covenant, Borrowings under any Revolving Facility and any L/C Credit Extension), then the applicable ratio will be calculated with respect to any
such action under the applicable ratio-based basket under the same covenant without regard to any such action under such non-ratio-based basket made in connection with such transaction or series of related transactions and (ii) if the Borrower
or its Subsidiaries enters into any revolving, delayed draw or other committed debt facility, the Borrower may elect to determine compliance of such debt facility (including the incurrence of Indebtedness and Liens from time to time in connection
therewith) with this Agreement and each other Loan Document on the date definitive loan documents with respect thereto are executed by all parties thereto, assuming the full amount of such facility is incurred (and any applicable Liens are granted)
on such date, in lieu of determining such compliance on any subsequent date (including any date on which Indebtedness is incurred pursuant to such facility). 

SECTION 1.12. Divisions. Any reference in this Agreement or any other Loan Document to a merger, transfer,
consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited
liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or
with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person under this Agreement and the other Loan Documents (and each division of any limited liability company, limited
partnership or trust that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). 

  
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SECTION 1.13. LIBOR
Notifications. The interest rate on a Loan denominated in Dollars or any Alternate Currency may be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to
use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which
they are calculated may change. The Eurocurrency Rate is determined by reference to ICE LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks
may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate
submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the
“IBA”)
 for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which
to determine the Eurocurrency Rate. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the
occurrence of a Benchmark Transition Event or an Early Opt-in Election, Section 2.23 provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not
have any liability with respect to, (a) the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurocurrency Rate” or with respect to any alternative or
successor rate thereto, or replacement rate thereof (including (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.23, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in
Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.23), (b) the composition or characteristics of any such alternative, successor or replacement reference rate will be similar
to, or produce the same value or economic equivalence of, the Eurocurrency Rate or any other then-current Benchmark or have the same volume or liquidity as did the Eurocurrency Rate or any other then-current Benchmark prior to its discontinuance or
unavailability, (c) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by Section 2.23, including, without limitation, whether or not a Benchmark Transition Event has
occurred, the removal or lack thereof of unavailable or non-representative tenors, the implementation or lack thereof of any Benchmark Replacement Conforming Changes, the delivery or non-delivery of any notices required by Section 2.23 or
otherwise in accordance herewith, and (d) the effect of any of the provisions of Section 2.23. 
 ARTICLE II 

The Credits 

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein: 

(a) each Lender with a Term B Loan Commitment agrees to make Term B Loans in Dollars to the Borrower on the
Closing Date in an aggregate principal amount not to exceed its Term B Loan Commitment; 
 (b) each Lender with a Term B-1 Loan Commitment on the Second Amendment Effective Date agrees to make Term B-1 Loans in Dollars to the
Borrower on the Second Amendment Effective Date in an aggregate principal amount not to exceed its Term B-1 Loan Commitment; 

  
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 (c)
(b) each Lender with a Revolving Facility Commitment of a Class agrees to make
Revolving Facility Loans of such Class to the Borrower from time to time during the Availability Period for such Class of Revolving Facility in Dollars and each Alternate Currency in an aggregate principal amount that will not result in
(i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class and (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving
Facility Commitments under such Class of Revolving Facility. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans; 


(d) (c) each Lender having an Incremental Term Loan Commitment agrees, subject
to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment; and 


(e) (d) amounts borrowed under Sections 2.01(a), 2.01(b) and (except as otherwise provided in the applicable
Incremental Assumption Agreement)
2.01(cd) and repaid or prepaid may
not be reborrowed. 
 SECTION 2.02. Loans and Borrowings. 

(a) Each Revolving Facility Loan and Term Loan shall be made as part of a Borrowing consisting of Loans under the same Facility
and of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility; provided, however, that Revolving Facility Loans of any Class shall be made by the Revolving
Facility Lenders of such Class ratably in accordance with their respective Revolving Facility Percentages of such Class on the date such Loans are made hereunder. The failure of any Lender to make any Loan required to be made by it shall not relieve
any other Lender of its obligations hereunder; provided, that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required by this Agreement. 

(b) Subject to Section 2.14, each Borrowing of Revolving Facility Loans or Term Loans shall be comprised entirely of ABR
Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Sections 2.15
or 2.17 solely in respect of increased costs resulting from such exercise and existing at the time of such exercise. 
 (c)
At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount not less than the Borrowing Minimum and, in the case of a Eurocurrency Revolving Facility Borrowing, that is an integral
multiple of the Borrowing Multiple. Subject to Section 2.05(c), at the time that each Term Borrowing or Revolving Facility Borrowing is made, such Borrowing shall be in an aggregate amount that is not less than the Borrowing Minimum and, in the
case of a Eurocurrency Revolving Facility Borrowing, that is an integral multiple of the Borrowing Multiple; provided, that an ABR Revolving Facility Borrowing under any Revolving Facility may be in an aggregate amount that is equal to the
entire unused balance of the Revolving Facility Commitments thereunder. Borrowings of more than one Type and under more than one Facility may be outstanding at the same time; provided, that there shall not at any time be more than a total of
(i) eight Eurocurrency 

  
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Borrowings outstanding under the Term Facilities and (ii) eight Eurocurrency Borrowings outstanding under the Revolving Facility. 

(d) Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or
a portion of its Loans or Commitments in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the
Administrative Agent and such Lender. 
 SECTION 2.03. Requests for Borrowings. (a) To request a Revolving
Facility Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 10:00 a.m., Local Time, three Business Days before the date
of any proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided, that, to request a Borrowing on the Closing Date, the Borrower shall notify
the Administrative Agent of such request by telephone not later than 2:00 p.m., Local Time, one Business Day prior to the Closing Date. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or
electronic means to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the
following information in compliance with Section 2.02: 
 (i) whether such Borrowing is to be a
Borrowing of Revolving Facility Loans (and, if so, specifying the Class of Commitments under which such Borrowing is being made), Term B Loans,
Term B-1 Loans, Other Term Loans, Refinancing Term Loans,
Other Revolving Loans or Replacement Revolving Loans, as applicable; 
 (ii) the aggregate amount of
the requested Borrowing; 
 (iii) the date of such Borrowing, which shall be a Business Day; 

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; 

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall
be a period contemplated by the definition of the term “Interest Period”; 
 (vi) in the case of a
Eurocurrency Revolving Facility Borrowing, the currency in which such Borrowing is to be denominated (which shall be Dollars or an Alternate Currency); and 

(vii) the location and number of the Borrower’s account to which funds are to be disbursed. 

If no election as to the currency of any Revolving Facility Borrowing is made, then the requested Borrowing shall be made in Dollars. If no
election as to the Type of Revolving Facility Borrowing or Term Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the
Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 

  
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 SECTION 2.04. [Reserved]. 

SECTION 2.05. The Letter of Credit Commitment. 

(a) General. 

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of
the Revolving Facility Lenders set forth in this Section 2.05, (1) from time to time on any Business Day during the period from and including the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit under any
Revolving Facility denominated in Dollars or any Alternate Currency for the account of the Borrower (or its subsidiaries or other Persons requested by the Borrower), and to amend or extend Letters of Credit previously issued by it, in accordance
with clause (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Facility Lenders under each Revolving Facility severally agree to participate in Letters of Credit issued under such Revolving
Facility for the account of the Borrower (or its subsidiaries or other Persons requested by the Borrower) and any drawings thereunder; provided, that no L/C Issuer shall be required to issue trade or commercial Letters of Credit without its
prior written consent; provided further that after giving effect to any L/C Credit Extension with respect to any Letter of Credit under any Revolving Facility, (w) the total Revolving Facility Credit Exposure under such Revolving
Facility shall not exceed the total Revolving Facility Commitments under such Revolving Facility, (x) no Lender’s Revolving Facility Credit Exposure under such Revolving Facility shall exceed such Lender’s Revolving Facility
Commitment under such Revolving Facility, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of the L/C Obligations of the applicable L/C Issuer (determined for
such purpose without giving effect to the participations therein of the Revolving Facility Lenders pursuant to clause (B) above) shall not exceed such L/C Issuer’s Letter of Credit Commitment (unless such L/C Issuer has consented thereto).
Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding
sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower or any Subsidiary may, during the foregoing period
with respect to any Revolving Facility, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 

(ii) The L/C Issuer shall not issue any Letter of Credit under any Revolving Facility, if: 

(A) subject to Section 2.05(b)(iii), the expiry date of such requested Letter of Credit would occur more
than twelve months after the date of issuance or last extension, unless the L/C Issuer with respect to such Letter of Credit and the Borrower has approved such expiry date (such approval not to be unreasonably withheld or delayed); or 

(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date
for such Revolving Facility, unless all the Revolving Facility Lenders under such Revolving Facility have approved such expiry date (such approval not to be unreasonably withheld or delayed) or the Borrower has agreed to Cash Collateralize such
Letter of Credit prior to the Letter of Credit Expiration Date for such Revolving Facility. 
 (iii) The L/C Issuer shall not
be under any obligation to issue any Letter of Credit under any Revolving Facility if: 

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

(B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to
letters of credit generally; 
 (C) except as otherwise agreed by the Administrative Agent and the L/C
Issuer, such Letter of Credit is in an initial stated amount less than $50,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit; 

(D) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any
drawing thereunder; or 
 (E) a default of any Revolving Facility Lender under such Revolving Facility to
fund its obligations under Section 2.05(c) exists or any Revolving Facility Lender under such Revolving Facility is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower
or such Revolving Facility Lender to eliminate the L/C Issuer’s Fronting Exposure with respect to such Revolving Facility Lender. 

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such
Letter of Credit in its amended form under the terms hereof. 
 (v) The L/C Issuer shall be under no obligation to amend any
Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment
to such Letter of Credit. 
 (vi) The L/C Issuer shall act on behalf of the Revolving Facility Lenders under the applicable
Revolving Facility with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article VIII with respect
to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in Article VIII included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. 

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C
Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the
Administrative 

  
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Agent not later than (x) with respect to Letters of Credit denominated in Dollars, 12:00 p.m. Local Time at least two Business Days (or such later date and time as the Administrative Agent
and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be, and (y) with respect to Alternate Currency Letters of Credit, 9:00 a.m. Local Time at
least five Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the
case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be
a Business Day); (B) the amount and currency thereof (which may be Dollars or any Alternate Currency); (C) the expiry date thereof; (D) the name and address of the beneficiary thereof and the Revolving Facility under which such Letter
of Credit is being issued; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and
(G) such other matters as the L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer
(A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably request.
Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer
or the Administrative Agent may reasonably request. 
 (ii) Promptly after receipt of any Letter of Credit Application, the
L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative
Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Facility Lender under the applicable Revolving Facility, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested
date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 4.01 shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the
requested date, issue a Letter of Credit for the account of the Borrower (or its subsidiaries or other Persons requested by the Borrower) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C
Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit under any Revolving Facility, each Revolving Facility Lender under such Revolving Facility shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Revolving Facility Percentage under such Revolving Facility times the amount of such Letter
of Credit. 
 (iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its
sole and absolute discretion, agree to issue a Letter of Credit under any Revolving Facility that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter
of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the
“Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request
to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit under any Revolving Facility has been issued, the Revolving Facility Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the
extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date under such Revolving Facility (or any later date if the Borrower has agreed to Cash Collateralize such Letter of Credit prior to the
Letter of Credit Expiration Date for such Revolving Facility); 

  
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provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted at such time to issue such Letter
of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.05(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on
or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Majority Lenders under the applicable Revolving Facility have elected not to permit such extension or (2) from the
Administrative Agent, any Revolving Facility Lender under the applicable Revolving Facility or the Borrower that one or more of the applicable conditions specified in Section 4.01 is not then satisfied, and in each such case directing the L/C
Issuer not to permit such extension. 
 (iv) If the Borrower so requests in any applicable Letter of Credit Application, the
L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit under any Revolving Facility that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an
“Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of
Credit has been issued under any Revolving Facility, except as provided in the following sentence, the Revolving Facility Lenders under such Revolving Facility shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all
or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the
stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement
if it has received a notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Majority Lenders under the applicable
Revolving Facility have elected not to permit such reinstatement or (B) from the Administrative Agent, any Revolving Facility Lender under the applicable Revolving Facility or the Borrower that one or more of the applicable conditions specified
in Section 4.01 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement. 

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

(c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall, within the period stipulated by the terms and conditions of such Letter of Credit, examine such
drawing documents. After such examination and if such documents are compliant, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than (1) 1:00 p.m.,
Local Time, on the first Business Day after the date that the L/C Issuer provides notice to the Borrower of any payment by the L/C Issuer under a Letter of Credit or (2) 11:00 a.m., Local Time, on the second succeeding Business Day (if such
notice is provided after 10:00 a.m., Local Time, on the date such notice is given) (each such applicable date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer (and the L/C Issuer shall promptly notify the
Administrative Agent of any failure by the Borrower to so reimburse the L/C Issuer by such time) in an amount equal to the amount of such drawing and either in Dollars (in the case of an Alternate Currency Letter of Credit, in the Dollar Equivalent
amount) or, if agreed by the Borrower and applicable L/C Issuer, in the applicable currency. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Facility Lender under the
Revolving Facility pursuant to which such Letter of Credit was issued 

  
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of the Honor Date, the amount of the unreimbursed drawing in Dollars (calculated, in the case of any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof) (the
“Unreimbursed Amount”), and the amount of such Lender’s Revolving Facility Percentage thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of ABR Revolving Loans under the Revolving Facility under
which such Letter of Credit was issued to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum Borrowing Minimums or Borrowing Multiples, but subject to the amount of the unutilized portion of
the Revolving Facility Commitments under such Revolving Facility and the conditions set forth in Section 4.01 (other than the delivery of a Borrowing Request). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this
Section 2.05(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(ii) Each Revolving Facility Lender under the Revolving Facility under which such Letter of Credit was issued shall upon any
notice pursuant to Section 2.05(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Revolving
Facility Percentage under such Revolving Facility of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.05(c)(iii), each
Revolving Facility Lender that so makes funds available shall be deemed to have made an ABR Revolving Loan under the applicable Revolving Facility to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C
Issuer in Dollars. 
 (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of ABR
Revolving Loans because the conditions set forth in Section 4.01 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing under the applicable Revolving Facility in the
amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) in Dollars and shall bear interest at the rate specified in Section 2.13(c). In such event, each
Revolving Facility Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.05(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C
Advance under the applicable Revolving Facility from such Revolving Facility Lender in satisfaction of its participation obligation under this Section 2.05. 

(iv) Until each Revolving Facility Lender under the applicable Revolving Facility funds its ABR Revolving Loan or L/C Advance
pursuant to this Section 2.05(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Revolving Facility Percentage of such amount shall be solely for the account of the L/C
Issuer. 
 (v) Each Revolving Facility Lender’s obligation to make ABR Revolving Loans or L/C Advances to reimburse the
L/C Issuer for amounts drawn under Letters of Credit under a Revolving Facility under which such Lender has a Revolving Facility Commitment, as contemplated by this Section 2.05(c), shall be absolute and unconditional and shall not be affected
by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Facility Lender may have against the L/C Issuer, the Borrower, any Subsidiary or any other person for any reason whatsoever;
(B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make ABR Revolving
Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.01 (other than delivery by the Borrower of a Borrowing Request). No such making of an L/C Advance shall relieve or otherwise impair the obligation
of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. 

  
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 (vi) If any Revolving Facility Lender under the applicable Revolving
Facility fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in
Section 2.05(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which
such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection
with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s ABR Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C
Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Facility Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

 (d) Repayment of Participations. 

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Facility
Lender such Revolving Facility Lender’s L/C Advance in respect of such payment in accordance with Section 2.05(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed
Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Facility Lender its Revolving
Facility Percentage thereof under the applicable Revolving Facility in Dollars and in the same funds as those received by the Administrative Agent. 

(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.05(c)(i)
in connection with the issuance of any Letter of Credit under any Revolving Facility is required to be returned under any of the circumstances described in Section 8.10 (including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Revolving Facility Lender under such Revolving Facility shall pay to the Administrative Agent for the account of the L/C Issuer its Revolving Facility Percentage under such Revolving Facility thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Facility Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving
Facility Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter
of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan
Document; 
 (ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower
or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other person, whether in connection
with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

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

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

(v) any 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. 
 The
Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will
promptly notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid. 

(f) Role of L/C Issuer. Each Revolving Facility Lender and the Borrower agree that, in paying any drawing under a Letter
of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any
such document or the authority of the person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall
be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Facility Lenders or the Majority Lenders under the Revolving Facility under which such Letter of Credit was
issued, 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 Issuer Document. 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 other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.05(e); provided, however, that anything in
such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer 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 the L/C Issuer’s willful misconduct or gross negligence as determined by a court of competent jurisdiction in a final and non-appealable judgment or the L/C Issuer’s
willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the
foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or 

  
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purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

 (g) Cash Collateral. 

(i) Upon the request of the Administrative Agent if, as of the Letter of Credit Expiration Date, any L/C Obligation for any
reason remains outstanding, the Borrower shall promptly Cash Collateralize the then Outstanding Amount of all L/C Obligations. 

(ii) Sections 2.11(d), 2.22 and 7.01 set forth certain additional requirements to deliver Cash Collateral hereunder. For
purposes of Sections 2.05, 2.11(d), 2.22 and 7.01, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Revolving Facility Lenders, as collateral for
the L/C Obligations, cash or deposit account balances, in each case, pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders) or
to otherwise backstop (with a letter of credit on customary terms or otherwise) such L/C Obligations to the applicable L/C Issuer’s and the Administrative Agent’s reasonable satisfaction. Derivatives of such term have corresponding
meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Revolving Facility Lenders under any Revolving Facility under which a Letter of Credit is Cash Collateralized, a security interest in all
such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Except as otherwise agreed to by the Administrative Agent, Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Credit
Suisse. 
 (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when
a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of
Commerce at the time of issuance shall apply to each commercial Letter of Credit. 
 (i) Conflict with Issuer
Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. 

(j) Letters of Credit Issued for Subsidiaries or other Persons at the Request of the Borrower. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a subsidiary or any other Person requested by the Borrower, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any
and all drawings under any such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of subsidiaries and such other Persons inures to the benefit of the Borrower, and that the Borrower’s
business derives substantial benefits from the businesses of such subsidiaries and other Persons. 
 (k) Additional L/C
Issuers. From time to time, the Borrower may by notice to the Administrative Agent with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and the applicable Revolving Facility Lender designate such
Revolving Facility Lender to act as an L/C Issuer hereunder. In the event that there shall be more than one L/C Issuer hereunder, each reference to “the L/C Issuer” hereunder with respect to any Letter of Credit shall refer to the person
that issued such Letter of Credit and each such additional L/C Issuer shall be entitled to the benefits of this Agreement as an L/C Issuer to the same extent as if it had been originally named as an L/C Issuer hereunder. Promptly after its delivery
of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, each L/C Issuer (other than Credit Suisse) will also deliver to the Administrative Agent a true and complete copy
of such Letter of Credit or amendment. On the last Business Day of each March, June, September and December (and on such other 

  
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 dates as the Administrative Agent may request), each L/C Issuer shall provide the
Administrative Agent a list of all Letters of Credit issued by it that are outstanding at such time together with such other information as the Administrative Agent may reasonably request. 

(l) Resignation of an L/C Issuer. Notwithstanding anything to the contrary contained herein, any L/C Issuer may, upon 30
days’ prior written notice to the Borrower and the Revolving Facility Lenders, resign as L/C Issuer; provided that on or prior to the expiration of such 30-day period with respect to such resignation as L/C Issuer, the applicable L/C
Issuer shall have identified a successor L/C Issuer reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer with a Letter of Credit Commitment equal to the Letter of Credit Commitment of the resigning L/C
Issuer (unless otherwise agreed by the Borrower). If an L/C Issuer resigns, it shall retain all the rights and obligations of the L/C Issuer with respect to all Letters of Credit issued by it that are outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make ABR Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.05(c)). 

SECTION 2.06. Funding of Borrowings. 

(a) Each Lender shall make each Term Loan or Revolving Facility Loan to be made by it hereunder available to the Administrative
Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than (i) 12:00 p.m., Local Time, in the case of any ABR Loan denominated in Dollars, (ii) 10:00 a.m., Local Time, in the case of any
Eurocurrency Loan denominated in Dollars or (iii) 5:00 a.m., Local Time, in the case of any Eurocurrency Loans denominated in any Alternate Currency, in each case, on the Business Day specified in the applicable Borrowing Request. The
Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower as specified in the Borrowing Request; provided, however, that if, on the
date the Borrowing Request with respect to a Revolving Facility Borrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding under the applicable Revolving Facility, then the proceeds of such Borrowing,
first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above. 

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of
Eurocurrency Loans (or, in the case of any Borrowing of ABR Loans, prior to 10:00 a.m., Local Time, on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.06(a) (or, in the case of a Borrowing of ABR Loans, that such Lender has made such share available in accordance with and
at the time required by Section 2.06(a)) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees
customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to ABR Loans under the applicable Facility. If the Borrower and such
Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its
share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the


  
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Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

SECTION 2.07. Interest Elections. 

(a) Each Borrowing of Revolving Facility Loans or Term Loans initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided, that except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the
last day of an Interest Period for such Eurocurrency Loan. The Borrower may elect different options with respect to different portions of the affected Revolving Facility Borrowing or Term Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. 

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Interest Election Request and signed by a Responsible Officer of the Borrower. 

(c) Each written Interest Election Request shall be irrevocable and shall specify the following information in compliance with
Section 2.02: 
 (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing); 
 (ii) the effective date of the election made pursuant to such
Interest Election Request, which shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be
an ABR Borrowing or a Eurocurrency Borrowing; and 
 (iv) if the resulting Borrowing is a Eurocurrency
Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” 

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the
Borrower shall be deemed to have selected an Interest Period of one month’s duration. 
 (d) Promptly following receipt
of an Interest Election Request, the Administrative Agent shall advise each Lender to which such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing. 

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such 

  
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Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing denominated in Dollars shall be converted to an ABR Borrowing and Alternate Currency Borrowings shall be
continued as a Eurocurrency Borrowing with an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request
(including a request through electronic means) of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing denominated in Dollars may be converted to or continued as a
Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) each Eurocurrency Revolving Facility
Borrowing shall, unless repaid, be continued as a Eurocurrency Revolving Facility Borrowing with an Interest Period of one month’s duration. 

SECTION 2.08. Termination and Reduction of Commitments. 

(a) Unless previously terminated, the Revolving Facility Commitments of any Class shall terminate on the Revolving Facility
Maturity Date with respect to such Class. On the Closing Date (after giving effect to the funding of Term B Loans to
be made on such date), the Term B Loan Commitments of each Lender as of the Closing Date will terminate. On the Second Amendment Effective Date (after giving effect to the funding of the Term B-1 Loans to be made on such date), the Term B-1 Loan
Commitments of each Lender as of the Second Amendment Effective Date will terminate. 

(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class;
provided, that (i) each such reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million (or, if less, the remaining amount of such Class
of Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with
Section 2.11 under such Revolving Facility, the Revolving Facility Credit Exposure of such Class (excluding any Cash Collateralized Letter of Credit) would exceed the total Revolving Facility Commitments of such Class. 

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

SECTION 2.09. Repayment of Loans; Evidence of Debt. 

(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving
Facility Lender under each Revolving Facility the then unpaid principal amount of each Revolving Facility Loan under such Revolving Facility on the Revolving Facility 

  
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Maturity Date with respect to such Revolving Facility and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as
provided in Section 2.10. 
 (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

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

(d) Subject to the amounts recorded in the Register, which shall be controlling, the entries made in the accounts maintained
pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 

(e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”). In
such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and
reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns). 

SECTION 2.10. Repayment of Term Loans and Revolving Facility Loans. 

(a) Subject to the other paragraphs of this Section: 

(i) the Borrower shall repay Term B Borrowings on the last day of each March, June, September and December of
each year (commencing on the last day of the first full fiscal quarter of the Borrower after the Closing Date) and on the Term B Facility Maturity Date, or, if such date is not a Business Day, the next preceding Business Day (each such date being
referred to as a “Term B Loan Installment Date”), in an aggregate principal amount of the Term B Loans equal to (A) in the case of quarterly payments due prior to the Term B Facility Maturity Date, an amount equal to 1.25% of
the aggregate principal amount of Term B Loans outstanding on the Closing Date, and (B) in the case of such payment due on the Term B Facility Maturity Date, an amount equal to the then unpaid principal amount of the Term B Loans outstanding;


(ii)
 the Borrower shall repay Term B-1 Borrowings on the last day of each March, June, September and December of each year (commencing on the last day of the first full fiscal quarter of the Borrower after the Second Amendment Effective Date) and on the
Term B-1 Facility Maturity Date, or, if such date is not a Business Day, the immediately succeeding Business Day (each such date being referred to as a “Term B-1 Loan Installment Date”), in an aggregate principal amount of the Term B-1
Loans equal to (A) in the case of quarterly payments due prior to the Term B-1 Facility Maturity Date, an amount equal to 0.25% of the 


  
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aggregate principal amount of Term B-1 Loans outstanding on the
Second Amendment Effective Date, and (B) in the case of such payment due on the Term B-1 Facility Maturity Date, an amount equal to the then unpaid principal amount of the Term B-1 Loans outstanding; 

(iii)
 (ii) in the event that any Incremental Term Loans are made on an Increased Amount Date (other than Term B-1 Loans), the Borrower shall repay such
Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and 


(iv) (iii) to the extent not previously paid, outstanding Term Loans shall be
due and payable by the Borrower on the applicable Term Facility Maturity Date. 
 (b) To the extent not previously
paid, outstanding Revolving Facility Loans of any Class shall be due and payable by the Borrower on the Revolving Facility Maturity Date with respect to such Class. 

(c) Prepayment of the Term Loans from: 

(i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c)
shall be applied by the Borrower to the Term Loans pro rata among each Term Facility, with the application thereof being applied to the remaining installments
thereofof the applicable Class(es)
in direct order of maturity; provided that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrower may allocate such prepayment in its sole discretion among the Class or Classes of Term Loans as
the Borrower may specify (so long as such mandatory prepayments are not directed to any Class of Term Loans with a later Term Facility Maturity Date without at least a pro rata repayment of each Class of Term Loans with an earlier Term Facility
Maturity Date (unless such earlier maturing Class of Term Loans has elected to receive a lesser
percentage)); 
 (ii) any optional
prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied by the Borrower to the remaining installments of the Term Loans as the Borrower may direct under the applicable Class or Classes as the Borrower may direct; and 

(iii) any prepayment of Term Loans of a particular Class pursuant to Section 2.11(h) or 9.04(i) shall be
applied by the Borrower to the remaining installments of such Class of Term Loans on a pro rata basis. 
 (d) Prior to any
prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by telephone (confirmed by electronic means) of such
selection not later than 12:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment and (ii) in the case of a Eurocurrency Borrowing, at least three Business Days
before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit
facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All
repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d). 

  
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 SECTION 2.11. Prepayment of Loans. 

(a) (i) The Borrower shall have the right at any time and from time to time to prepay any Loan in whole or in part, without
premium or penalty (except as provided in
clauseclauses (ii) and (iii) of this Section 2.11(a) and subject to
Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, upon prior notice in accordance with Section 2.10(d). Each
such notice shall be signed by a Responsible Officer of the Borrower and shall specify the date and amount of such prepayment and the Class(es) and the Type(s) of Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest
Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. 

(ii) In the event that, on or prior to the date that is fourteen months after the Closing Date, the Borrower shall
(x) make a voluntary prepayment of the Term B Loans pursuant to Section 2.11(a) with the proceeds of, or any conversion of Term B Loans into, any substantially concurrent issuance solely by the Borrower of a new or replacement tranche of
long-term senior secured first lien term loans incurred solely by the Borrower that are broadly syndicated to banks and other institutional investors in financings similar to the Term B Loans the primary purpose of which is to (and which does)
reduce the All-in Yield of such Term B Loans (other than, for the avoidance of doubt, with respect to securitizations) or (y) effect any amendment to this Agreement the primary purpose of which is to (and which does) reduce the All-in Yield of
the Term B Loans (other than, in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the
Administrative Agent, for the ratable account of each of the applicable Lenders holding Term B Loans, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid and (B) in
the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans for which the All-in Yield has been reduced pursuant to such amendment. Such amounts shall be due and payable on the date of such
prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.11(a)(ii), a “transformative acquisition” is any acquisition by the Borrower or any Subsidiary that (i) is not permitted by
the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its
Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith. 

(iii)
 In the event that, on or prior to the date that is six months after the Second Amendment Effective Date, the Borrower shall (x) make a voluntary prepayment of the Term B-1 Loans pursuant to Section 2.11(a) with the proceeds of, or any
conversion of Term B-1 Loans into, any substantially concurrent issuance solely by the Borrower of a new or replacement tranche of long-term senior secured first lien term “B” loans incurred solely by the Borrower that are broadly
syndicated to banks and other institutional investors in financings similar to the Term B-1 Loans the primary purpose of which is to (and which does) reduce the All-in Yield of such Term B-1 Loans (other than, for the avoidance of doubt, with
respect to securitizations) or (y) effect any amendment to this Agreement the primary purpose of which is to (and which does) reduce the All-in Yield of the Term B-1 Loans (other than, in the case of each of clauses (x) and (y), in
connection with a Change in Control, a transformative acquisition referred to in the last sentence of this paragraph or any other transaction that is not permitted by the terms of the Loan Documents immediately prior to the consummation thereof),
the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders holding Term B-1 Loans, (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B-1
Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term  

  
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B-1 Loans for which the All-in Yield has been reduced pursuant to
such amendment. Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.11(a)(iii), a “transformative acquisition” is any
acquisition or Investment by the Borrower or any Subsidiary that (i) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or Investment or (ii) if permitted by the terms of the Loan
Documents immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined
operations following such consummation, as determined by the Borrower in good faith. 

(iiiiv) In addition to the foregoing, and provided that immediately before and after giving effect thereto no Event of Default has
occurred and is continuing and after giving effect thereto the Borrower is in Pro Forma Compliance, the Borrower shall have the right to elect to offer to prepay the Term Loans at a price equal to 100% of the principal amount thereof on a pro rata
basis and apply any amounts rejected for such prepayment to repurchase, prepay, redeem, retire, acquire, defease or cancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in Section 6.08(b)(i)
or Section 6.06, respectively. If the Borrower makes such an election, it shall provide notice thereof to Administrative Agent, who shall promptly, and in any event within one Business Day of receipt, provide such notice to the holders of the
Term Loans. Any such notice shall specify the aggregate amount offered to prepay the Term Loans. Each holder of a Term Loan may elect, in its sole discretion, to reject its pro rata share of such prepayment offer under this Section 2.10(a)(iv). Any rejection of such offer
must be evidenced by written notice delivered to Administrative Agent within five Business Days of receipt of the offer for prepayment, specifying an amount of such prepayment offer rejected by such holder, if any. Failure to give such notice will
constitute an election to accept such offer. Any portion of such prepayment offer so accepted will be used to prepay the Term Loans held by the applicable holders within ten Business Days of the date of receipt of the offer to prepay. Any portion of
such prepayment rejected may be used by the Borrower and its Subsidiaries to repurchase, prepay, redeem, retire, acquire, defease or cancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in
Section 6.08(b)(i) or Section 6.06, respectively. 
 (b) Subject to Section 2.11(e) and (f), the
Borrower shall apply all Net Proceeds promptly upon receipt thereof to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.10; provided that, the Borrower may use a portion of such Net Proceeds to prepay or
repurchase any Indebtedness that is secured by pari passu Liens on the Collateral permitted by Section 6.02, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds multiplied by (y) a fraction,
(A) the numerator of which is the outstanding principal amount of such Indebtedness with a pari passu lien on the Collateral and (B) the denominator of which is the sum of the outstanding principal amount of such Indebtedness and the
outstanding principal amount of all Classes of Term Loans. 
 (c) Subject to Section 2.11(e) and (f), within five
(5) Business Days after financial statements are required to be delivered under Section 5.04(a) with respect to each Excess Cash Flow Periodcommencing with the Excess Cash Flow Period for the fiscal year of the Borrower ending on December 31, 2022, the Borrower
shall calculate Excess Cash Flow for such Excess Cash Flow Period and the Borrower shall apply an amount equal to (i) the amount by which the Required Percentage of such Excess Cash Flow exceeds $10.0 million, minus to the extent not
financed using the proceeds of the incurrence of funded long term Indebtedness (other than revolving loans) (ii) the sum of (A) the amount of any voluntary prepayments during such Excess Cash Flow Period (plus, at the
Borrower’s option, without duplication of any amounts previously deducted under this clause (A), the amount of any voluntary prepayments after the end of such Excess Cash Flow Period but before the date of prepayment under this clause (c)) of
(x) Term Loans (it being understood that the amount of any such payment constituting a below-par Permitted Loan Purchase shall be calculated to equal the amount of cash used and not the 

  
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principal amount deemed prepaid therewith) and (y) Other Pari Passu Indebtedness (provided that in the case of the prepayment of any revolving Indebtedness, there was a corresponding
reduction in commitments) and (B) the amount of any permanent voluntary reductions during such Excess Cash Flow Period (plus, at the Borrower’s option, without duplication of any amounts previously deducted under this clause (B),
the amount of any permanent voluntary reductions after the end of such Excess Cash Flow Period but before the date of prepayment under this clause (c)) of Revolving Facility Commitments to the extent that an equal amount of Revolving Facility Loans
was simultaneously repaid, (I) to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.10 or (II) to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.10 and to prepay or repurchase any other Indebtedness that is secured by pari
passu Liens on the Collateral permitted by Section 6.02 in accordance with the agreement(s) governing such other Indebtedness so long as the prepayments under this clause (II) are applied in a manner such that the Term Loans are prepaid on at
least a ratable basis with such other Indebtedness (determined based on the aggregate outstanding principal amount of Term Loans and the aggregate outstanding principal amount of such other Indebtedness being prepaid under this clause (II) on the
date of such prepayment). Not later than the date on which the payment is required to be made pursuant to the foregoing sentence for each applicable Excess Cash Flow Period, the Borrower will deliver to the Administrative Agent a certificate signed
by a Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such fiscal year, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail. 

(d) If the Administrative Agent notifies the Borrower at any time that the Revolving Facility Credit Exposure for any Revolving
Facility at such time exceeds an amount equal to 105% of the Revolving Facility Commitments then in effect under such Revolving Facility, then, within two Business Days after receipt of such notice, the Borrower shall (at its option) prepay
Revolving Facility Loans and/or Cash Collateralize the L/C Obligations, in each case, under such Revolving Facility in an aggregate amount sufficient to reduce the Revolving Facility Credit Exposure under such Revolving Facility as of such date of
payment to an amount not to exceed 100% of the Revolving Facility Commitments then in effect under such Revolving Facility. The Administrative Agent may, at any time and from time to time after any such initial deposit of such Cash Collateral,
request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. 

(e) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory
prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower elects (or is otherwise required) to make
such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such
Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Agent of its election to do so on or
before the second Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the
Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, (i) the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment
less the amount of Declined Proceeds, which amount shall be applied by the Administrative Agent to prepay the Term Loans of those Lenders that have elected to accept such Waivable Mandatory Prepayment (each, an “Accepting Lender”)
(which prepayment shall be applied to the scheduled installments of principal of the Term Loans in the applicable Class(es) of Term Loans in accordance with paragraphs (c) and (d) of Section 2.10), and (ii) the Borrower may
retain a portion of the Waivable Mandatory Prepayment in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option and decline such Waivable Mandatory Prepayment
(such declined amounts, 

  
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the “Declined Proceeds”). Such Declined Proceeds shall be retained by the Borrower and may be used for any purpose not otherwise prohibited by this Agreement. 

(f) Notwithstanding any other provisions of this Section 2.11 to the contrary, (i) to the extent that any Net
Proceeds of any Asset Sale, Sale and Lease-Back Transaction, or casualty insurance settlement or condemnation award or sale, transfer or other disposition of a
Material Game or Material Asset of a Foreign Subsidiary or Excess Cash Flow attributable to a Foreign Subsidiary is prohibited, restricted or delayed by applicable local law or material
documents (including constituent and organizational documents) from being repatriated to the Borrower in the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans or
other Indebtedness that is secured by Liens on the Collateral permitted by Section 6.02 at the times provided in Section 2.11(b) or Section 2.11(c) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as
the applicable local law or material documents will not permit repatriation to the Borrower in the United States, and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law or
material documents, such repatriation will be effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly applied (net of additional taxes payable or reserved against (including withholding taxes) as a result thereof) to the
repayment of the Term Loans or other Indebtedness that is secured by Liens on the Collateral permitted by Section 6.02 pursuant to Section 2.11(b) or Section 2.11(c), to the extent provided herein and (ii) to the extent that the
Borrower has determined in good faith that repatriation of any or all of such Net Proceeds or Excess Cash Flow could reasonably be expected to have an adverse tax cost consequence that is not de minimis (it being agreed that any Israeli withholding
tax to which such a repatriation is subject shall be considered de minimis for purposes of this Section 2.11(f) (but only to the extent that such withholding tax is required by a legal requirement in effect on the Closing Date)) with respect to
such Net Proceeds or Excess Cash Flow, the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary (the Borrower hereby agreeing to use commercially reasonable efforts (which shall not be required to extend
beyond twelve (12) months after the applicable prepayment date) to eliminate such tax effects in its reasonable control in order to make such prepayments). For the avoidance of doubt, the non-application of any amounts required to be applied
pursuant to Section 2.11(b) or Section 2.11(c) as a consequence of the foregoing provisions does not constitute a Default or an Event of Default, and such amounts shall be available for working capital purposes of the Borrower and the
Subsidiaries so long as not required to be prepaid in accordance with the foregoing provisions. Notwithstanding the foregoing, any prepayments required after application of the above provision shall be net of any costs, expenses or taxes (including
withholding taxes) incurred by the Borrower or any of its affiliates and arising as a result of compliance with the foregoing provisions and/or the repatriation of funds to fund such prepayments. 

(g) [Reserved]. 

(h) (i) Notwithstanding anything to the contrary in Section 2.11(a) or 2.18(c) (which provisions shall not be applicable
to this Section 2.11(h)), the Borrower shall have the right at any time and from time to time to prepay Term Loans and/or repay Revolving Facility Loans of any Class (with, in the case of Revolving Facility Loans under any Revolving Facility, a
corresponding permanent reduction in the Revolving Facility Commitment of each Lender who receives a Discounted Voluntary Prepayment), to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a
“Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.11(h); provided that (A) any Discounted Voluntary Prepayment shall be offered to all Lenders with Term Loans of any Class
and/or Revolving Facility Loans of any Class on a pro rata basis with all Lenders of such Class, and after giving effect to any Discounted Voluntary Prepayment, there shall be sufficient aggregate Revolving Facility Commitments among the Revolving
Facility Lenders to apply to the Outstanding Amount of the L/C Obligations as of such date, unless the Borrower shall concurrently with the payment of the purchase price by the Borrower for such Revolving Facility Loans, deposit cash collateral in
an account with the 

  
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Administrative Agent pursuant to Section 2.05(g) in the amount of any such excess Outstanding Amount of the L/C Obligations, (B) no Discounted Voluntary Prepayment shall be made from
the proceeds of any extensions of credit under the Revolving Facility and (C) the Borrower shall deliver to the Administrative Agent a certificate of the Financial Officer of the Borrower stating (1) that no Event of Default has occurred
and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) that each of the conditions to such
Discounted Voluntary Prepayment contained in this Section 2.11(h) has been satisfied and (3) the aggregate principal amount of Term Loans and/or Revolving Facility Loans so prepaid pursuant to such Discounted Voluntary Prepayment. 

(ii) To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to
the Administrative Agent substantially in the form of Exhibit F (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Term Loans and/or repay Revolving Facility Loans of an applicable Class (with
a corresponding permanent reduction in Revolving Facility Commitments of such Class) in each case in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at
a discount to the par value of such Term Loans and/or Revolving Facility Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans or Revolving Facility Loans shall not be less than $5.0 million. The Discounted Prepayment
Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for Term Loans and/or Revolving Facility Loans of the applicable Class, (B) a discount range
(which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of Term Loans or Revolving Facility Loans of such Class (the
“Discount Range”) and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the
Discounted Prepayment Option Notice (the “Acceptance Date”). Upon receipt of a Discounted Prepayment Option Notice with respect to Revolving Facility Loans, the Administrative Agent shall notify the L/C Issuer thereof and Discounted
Voluntary Prepayments in respect thereof shall be subject to the consent of the L/C Issuer, such consent not to be unreasonably withheld or delayed. 

(iii) Upon receipt of a Discounted Prepayment Option Notice and receipt by the Administrative Agent of any required consent
from the L/C Issuer in accordance with Section 2.11(h)(ii), the Administrative Agent shall promptly notify each Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of
Exhibit G (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a
discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans and/or Revolving
Facility Loans held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of
Term Loans and/or Revolving Facility Loans of the applicable Class(es) specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Borrower, shall determine the applicable discount for
Term Loans and/or Revolving Facility Loans of the applicable Class(es) (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Borrower if the Borrower has selected a single
percentage pursuant to Section 2.11(h)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment Amount in full (determined by adding the
principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable
Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount 

  
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shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans whose
Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable
Discount. 
 (iv) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans and/or Revolving
Facility Loans (or the respective portions thereof) (with, in the case of Revolving Facility Loans, a corresponding permanent reduction in Revolving Facility Commitments) of the applicable Class(es) offered by the Lenders (“Qualifying
Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all
Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount,
the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate
proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated
by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans. 
 (v) Each Discounted Voluntary
Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of
Qualifying Loans), without premium or penalty (but subject to Section 2.16), upon irrevocable notice substantially in the form of Exhibit H (each a “Discounted Voluntary Prepayment Notice”), delivered to the
Administrative Agent no later than 1:00 P.M. Local time, three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable
Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the
amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not
including such date on the amount prepaid. 
 (vi) To the extent not expressly provided for herein, each Discounted Voluntary
Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.11(h)(iii) above) established by
the Administrative Agent in consultation with the Borrower. 
 (vii) Prior to the delivery of a Discounted Voluntary
Prepayment Notice, upon written notice to the Administrative Agent, (A) the Borrower may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) any Lender may withdraw its
offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice. 
 SECTION 2.12.
Fees. 
 (a) The Borrower agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative
Agent, on the last Business Day of March, June, September and December in each year, and the date on which the Revolving Facility Commitments of the applicable Class of such 

  
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Lender shall be terminated as provided herein, a commitment fee in Dollars (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the
preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee for the applicable Class with
respect to such Lender. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on
the date on which the last of the Commitments of such Lender shall be terminated as provided herein. 
 (b) The Borrower from
time to time agrees to pay (i) to each Revolving Facility Lender (other than any Defaulting Lender; provided that at any time that an L/C Issuer has Fronting Exposure to a Defaulting Lender, until such Fronting Exposure has been reduced
to zero, the L/C Participation Fee attributable to such Fronting Exposure in respect of Letters of Credit issued by such L/C Issuer shall be payable to such L/C Issuer) under any Revolving Facility, through the Administrative Agent, three Business
Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders under such Revolving Facility shall be terminated as provided herein, a
fee (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Outstanding Amount of L/C Obligations (excluding the portion thereof attributable to Unreimbursed Amounts) of such Class,
during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date with respect to such Revolving Facility or the date on which the Revolving Facility Commitments of such Class shall
be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class made by such Lender effective for each day in such period and (ii) to each L/C Issuer, for its own account
(x) three Business Days after the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders under such Class shall be terminated as provided herein, a
fronting fee in Dollars in respect of each Letter of Credit issued by such L/C Issuer for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal
to 0.125% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any drawing thereunder, such L/C
Issuer’s customary documentary and processing fees and charges (collectively, “L/C Issuer Fees”). All L/C Participation Fees and L/C Issuer Fees shall be computed on the basis of the actual number of days elapsed in a year of
360 days. 
 (c) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the
agency fees set forth in the Agent Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”). 

(d) The Borrower agrees to pay
(x) on the Closing Date to each Lender holding Term B
Loans party to this Agreement on the Closing Date, as fee compensation for the funding of such Lender’s Term B Loan, a closing fee (the
“Term Closing Fee”) in an amount equal to 2.0% of the stated principal
amount of such Lender’s Term B Loan, payable to such Lender from the proceeds of its Term B Loan as and when funded on the Closing
Date and (y) on the Second Amendment Effective Date to each Lender holding Term B-1 Loans, as fee
compensation for the funding of such Lender’s Term B-1 Loans, a closing fee in an amount equal to 0.50% of the stated principal amount of such Lender’s Term B-1 Loan, payable to such Lender from the proceeds of its Term B-1 Loan as and
when funded on the Second Amendment Effective Date (collectively the “Term Closing Fee”). Such Term Closing Fee will be in all respects fully earned, due and payable on the Closing
Date or the Second Amendment Effective Date, as applicable, and nonrefundable and non-creditable thereafter. 

  
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 (e) All Fees shall be paid on the dates due, in immediately available funds,
to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that L/C Issuer Fees shall be paid directly to the applicable L/C Issuers. Once paid, none of the Fees shall be refundable under any circumstances. 

SECTION 2.13. Interest . 

(a) The Loans comprising each ABR Borrowing shall bear interest at the ABR plus the Applicable Margin. 

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted Eurocurrency Rate for the Interest
Period in effect for such Borrowing plus the Applicable Margin. 
 (c) Notwithstanding the foregoing, upon the occurrence and
during the continuance of (1) an Event of Default under Section 7.01(b), (c), (h) or (i), if any principal of or interest on any Loan or any Fees or other amount payable by the Borrower hereunder is not paid when due, whether at
stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other overdue amount, 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section; and (2) an Event of
Default under Section 7.01(d) due to a default under Section 6.02A, (i) all outstanding Obligations shall bear interest, after as well as before judgment, at a rate per annum equal to, (i) in the case of principal of any Loan,
2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other overdue amount (including overdue interest), 2.00% plus the rate applicable to ABR Loans as provided
in paragraph (a) of this Section; provided, that this Section 2.13(c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 9.08. 

(d) Accrued interest on each Loan shall be payable by the Borrower in arrears (i) on each Interest Payment Date for such
Loan, (ii) in the case of Revolving Facility Loans under any Revolving Facility, upon termination of the Revolving Facility Commitments with respect to such Revolving Facility and (iii) in the case of the Term Loans, on the applicable Term
Facility Maturity Date; provided, that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable by the Borrower on written demand, and (ii) in the event of any repayment or prepayment of any Loan (other
than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable by the Borrower on the date of such repayment or prepayment. 

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to
the ABR shall be computed at all times on the basis of a year of 365 days (or 366 days in a leap year); provided that interest computed on Pound Sterling denominated Loans shall be calculated on the basis of a year of 365 days, and in
each case shall be payable by the Borrower for the actual number of days elapsed (including the first day but excluding the last day). The applicable ABR, Adjusted Eurocurrency Rate or Eurocurrency Rate shall be determined by the Administrative
Agent, and such determination shall be conclusive absent manifest error. 

  
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 SECTION 2.14. Alternate Rate of Interest . If prior to the implementation of a Benchmark Replacement pursuant to Section 2.23, prior to the commencement of any Interest Period for a Eurocurrency Borrowing: 

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that
adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate, as applicable, for such Interest Period; or 

(b) the Administrative Agent is advised by the Required Lenders or the Majority Lenders under the applicable
Revolving Facility that the Adjusted Eurocurrency Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; 

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or electronic means as promptly as
practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing
to, or continuation of any Borrowing as, a Eurocurrency Borrowing denominated in the applicable currency shall be ineffective and in the case of any Borrowing denominated in Dollars, such Borrowing shall be converted to or continued on the last day
of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a Eurocurrency Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing. 

SECTION 2.15. Increased Costs. 

(a) If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurocurrency Rate) or L/C Issuer; 

(ii) subject any Lender or L/C Issuer to any Tax with respect to any Loan Document or any Eurocurrency Loan
made by it or any Letter of Credit or participation therein (other than Indemnified Taxes or Excluded Taxes); or 

(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition (other than
Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; 
 and the
result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or L/C Issuer of participating
in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or L/C Issuer hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or L/C Issuer,
as applicable, such additional amount or amounts as will compensate such Lender or L/C Issuer, as applicable, for such additional costs incurred or reduction suffered. 

(b) If any Lender or L/C Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have
the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such 

  
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L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s
policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital or liquidity adequacy), then from time to time the Borrower shall pay to such Lender or such L/C Issuer, as applicable, such additional
amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered. 

(c) A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or L/C
Issuer or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or L/C Issuer, as
applicable, the amount shown as due on any such certificate within 10 days after receipt thereof. 
 (d) Promptly after any
Lender or any L/C Issuer has determined that it will make a request for increased compensation pursuant to this Section 2.15, such Lender or L/C Issuer shall notify the Borrower thereof. Failure or delay on the part of any Lender or L/C Issuer
to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender or an L/C
Issuer pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or L/C Issuer, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect thereof. 
 SECTION 2.16. Break Funding
Payments. 
 . In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (c) the
assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for
the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender (it being understood that the deemed amount shall not
exceed the actual amount) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted Eurocurrency Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue a Eurocurrency Loan, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in dollars of
a comparable amount and period from other banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall
be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 

SECTION 2.17. Taxes. 

(a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and
clear of and without withholding or deduction for any Taxes except as required by law; provided, that if any applicable Withholding Agent shall be required to withhold 

  
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or deduct any Taxes in respect of any such payments, then (i) if such Tax is an Indemnified Tax or Other Tax, the sum payable by the applicable Loan Party shall be increased as necessary so
that after all required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 2.17) the applicable Lender (or, in the case of a payment to the Administrative Agent
for its own account, the Administrative Agent), receives an amount equal to the sum it would have received had no such withholding or deductions been made, (ii) the applicable Withholding Agent shall make such withholding or deductions and
(iii) the applicable Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable law. Notwithstanding the foregoing, all amounts payable to the Lenders under any
Loan Document are exclusive of any (Israeli) VAT (if applicable) which shall be added and borne by the Borrower. 
 (b) In
addition, the Loan Parties shall pay any Other Taxes not collected by means of deduction or withholding as described in clause (a) above to the relevant Governmental Authority in accordance with applicable law. 

(c) Each Loan Party shall jointly and severally indemnify the Administrative Agent and each Lender, within 10 days after
written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes payable by the Administrative Agent or such Lender, as applicable (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section 2.17), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to such Loan Party by a Lender, or by the Administrative Agent on its own behalf, on behalf of another Agent or on behalf of a Lender, shall be conclusive absent manifest error.

 (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental
Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent. 
 (e) Each Foreign Lender shall deliver to the Borrower and the
Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two original copies of
whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any subsequent versions thereof or successors thereto), claiming eligibility for benefits of an income tax treaty to
which the United States of America is a party, (ii) duly completed copies of Internal Revenue Service Form W-8ECI (or any subsequent versions thereof or successors thereto), (iii) in the case of a Foreign Lender claiming the benefits of
the exemption for portfolio interest under Section 871(h) or 881(c) of the Code, (x) a certificate in a form reasonably satisfactory to the Administrative Agent, certifying that such Foreign Lender is not a “bank” within the
meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower, within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described
in Section 881(c)(3)(C) of the Code (a “Portfolio Interest Exemption Certificate”), and (y) duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any subsequent versions thereof or successors
thereto), (iv) to the extent the Foreign Lender is not the beneficial owner (e.g., where the Foreign Lender is a partnership or participating Lender), duly completed copies of Internal Revenue Service Form W-8IMY, together with appropriate
forms and certificates described in Sections 2.17(e)(i) through (iii) and any additional Form W-8IMYs, withholding statements and other information as may be required by law (provided that, where a Foreign Lender is a partnership
(and not a participating Lender) and one or more of 

  
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its direct or indirect partners are claiming the portfolio interest exemption, the Foreign Lender may provide the Portfolio Interest Exemption Certificate on behalf of such direct or indirect
partners) or (v) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by
applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. 

(f) Each U.S. Lender shall deliver to the Borrower and the Administrative Agent two duly completed copies of Internal Revenue
Service Form W-9 (or any subsequent versions thereof or successors thereto) certifying that such U.S. Lender is exempt from U.S. federal backup withholding on or before the date such U.S. Lender becomes a party and upon the expiration of any form
previously delivered by such U.S. Lender. 
 (g) If a payment made to a Lender under any Loan Document would be subject to
U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall
deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with their
obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA and to determine the amount, if any, to deduct and withhold from such payment. For purposes of this Section 2.17(g),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 (h) Notwithstanding any
other provision of Section 2.17(e), (f) or (g), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver. 

(i) Each Lender shall, whenever a lapse in time or change in circumstances renders any documentation previously provided
pursuant to Sections 2.17(e), (f) or (g) obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably
requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so. 

(j) If the Borrower determines that a reasonable basis exists for contesting an Indemnified Tax or Other Tax for which a Loan
Party has paid additional amounts or indemnification payments, each affected Lender or the Administrative Agent, as the case may be, shall use reasonable efforts to cooperate with the Borrower as the Borrower may reasonably request in contesting
such Tax; provided that nothing in this Section 2.17(j) shall obligate any Lender or the Administrative Agent to take any action that such person, in its sole judgment, determines may result in a material detriment to such person. The
Borrower shall indemnify and hold each Lender and the Administrative Agent harmless against any out-of-pocket expenses incurred by such person in connection with any request made by the Borrower pursuant to this Section 2.17(j). Any refund
received from a successful contest shall be governed by Section 2.17(k). 
 (k) If the Administrative Agent or a Lender
has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which such Loan Party has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund
to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such


  
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refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender (including any Taxes imposed with respect to such refund) as is determined by the Administrative
Agent or Lender in good faith, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that such Loan Party, upon the request of the Administrative Agent or such
Lender, agrees to repay as soon as reasonably practicable the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. In such event, such Lender or the Administrative Agent, as the case may be, shall, at the applicable Loan Party’s request, provide such
Loan Party with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender or the Administrative Agent may delete any information
therein that it deems confidential). A Lender or the Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its sole discretion that it would be adversely affected by making such a claim. This
Section 2.17(k) shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems in good faith to be confidential) to the Loan Parties or
any other person. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to a Loan Party the payment of which would place such Lender in a less favorable net after tax position than such Lender would have
been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid. 

(l) If any Administrative Agent is a “United States person” (as defined in Section 7701(a)(30) of the Code), it
shall provide the Borrower, on or before the date on which it becomes a party to this Agreement, with two duly completed original copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Administrative Agent is exempt
from U.S. federal backup withholding. If any Administrative Agent is not a “United States person” (as defined in Section 7701(a)(30) of the Code), on or before the date on which it becomes a party to this Agreement, it shall
provide (1) Internal Revenue Service Form W-8ECI (or any successor form) with respect to payments to be received by it as a beneficial owner and (2) Internal Revenue Service Form W-8IMY (or any successor form), together with required
accompanying documentation, with respect to payments to be received by it on behalf of the Lenders. Each Administrative Agent shall, whenever a lapse in time or change in circumstances renders any documentation previously provided pursuant to
this Section 2.17(l) obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower) or promptly notify the
Borrower in writing of its legal ineligibility to do so. Notwithstanding anything to the contrary, nothing in this Section 2.17(l) shall require any Administrative Agent to provide any documentation that it is not legally eligible to provide as
a result of any Change in Law after the date hereof. 
 (m) For the avoidance of doubt, the term “Lender” shall,
for purposes of this Section 2.17, include any L/C Issuer. 
 SECTION 2.18. Payments Generally; Pro Rata Treatment;
Sharing of Set-offs . 
 (a) The Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of drawings under Letters of Credit, or of amounts payable under Section 2.15, 2.16, or 2.17, or otherwise) without condition or deduction for any defense, recoupment, set-off or counterclaim. Except
as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office
in Dollars (or, in the case of Alternate Currency Loans or Alternate Currency Letters of Credit, in the applicable Alternate Currency) and in Same Day Funds not later than (x) in the case of Loans or Letters of Credit denominated in Dollars,


  
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2:00 p.m. Local Time or (y) in the case of Loans or Letters of Credit denominated in Alternate Currencies, 9:00 a.m. Local Time, in each case, on the date specified herein. Any amounts
received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the
Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the applicable L/C Issuer as expressly provided herein and except that payments pursuant to Sections 2.15,
2.16, 2.17 and 9.05 shall be made directly to the persons entitled thereto. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments payable in Dollars due under this Agreement be made in the United
States. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Any payment required to be made by the
Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating
procedures of the clearing or settlement system used by the Administrative Agent to make such payment. 
 (b) If at any time
insufficient funds are received by and available to the Administrative Agent from the Borrower to pay fully all amounts of principal, Unreimbursed Amounts, interest and fees then due from the Borrower hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties and (ii) second, towards payment
of principal of Loans and Unreimbursed Amounts then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Unreimbursed Amounts then due to such parties. 

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of its Term Loans, Revolving Facility Loans or participations in Letters of Credit resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans, Revolving Facility Loans
and participations in Letters of Credit and accrued interest thereon than the proportion received by any other Lender entitled thereto, then the Lender receiving such greater proportion shall purchase participations in the Term Loans, Revolving
Facility Loans and participations in Letters of Credit of other Lenders entitled thereto to the extent necessary so that the benefit of all such payments shall be shared by the Lenders entitled thereto ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Term Loans, Revolving Facility Loans and participations in Letters of Credit; provided, that (i) if any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 2.18(c) shall not be construed to apply to
any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including, without limitation, pursuant to Section 2.11(h), Section 2.19(b), Section 2.19(c) and Section 9.04(i)) or any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letters of Credit to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to
which the provisions of this Section 2.18(c) shall apply except for any such assignment in accordance with
Section 9.04(i)). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 

  
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 (d) 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 the applicable L/C Issuer hereunder 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 L/C Issuer, as applicable, the amount due. In such event, if the Borrower has not in fact made
such payment, then each of the Lenders or the applicable L/C Issuer, as applicable, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or L/C Issuer 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 Overnight Rate. 

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c),
Section 2.05(d), Section 2.06(b) or Section 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 

SECTION 2.19. Mitigation Obligations; Replacement of Lenders. 

(a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or
2.17, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 (b) If any
Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a
Defaulting Lender, then the Borrower may, at its option and its sole expense and effort, upon notice to such Lender and the Administrative Agent, (1) require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee reasonably acceptable to (i) the Administrative Agent (unless, in the case of an assignment of Term Loans, such
assignee is a Lender, an Affiliate of a Lender or an Approved Fund) and (ii) if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the L/C Issuer, that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment) or (2) terminate the Commitments of such Lender and prepay such Lender on a non-pro rata basis; provided, that (i) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and participations in L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee or the Borrower (as applicable) (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (ii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.19 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. No
action by or consent of the removed Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. 

  
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 (c) If any Lender (such Lender, a “Non-Consenting Lender”)
has (x) failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected or all Lenders (or all Lenders of a particular Class
affected or all Lenders of a particular Class) and with respect to which the Required Lenders (or the Majority Lenders of the relevant Facility) shall have granted their consent or (y) failed to accept, or elected not to accept, an offer to
participate in a Pro Rata Extension Offer pursuant to Section 2.21(e), then the Borrower may, at its option and its sole expense (including with respect to the processing and recordation fee referred to in Section 9.04(b)(ii)(B))
(1) require such Non-Consenting Lender to assign and delegate, without recourse, all interests, rights and obligations under this Agreement with respect to the applicable Class(es) of Loans, and its Commitments hereunder to one or more
assignees reasonably acceptable to (i) the Administrative Agent (unless, in the case of an assignment of Term Loans, such assignee is a Lender, an Affiliate of a Lender or an Approved Fund) and (ii) if in respect of any Revolving Facility
Commitment or Revolving Facility Loan, the L/C Issuer or (2) terminate the Commitments of such Non-Consenting Lender and prepay such Lender on a non-pro rata basis; provided, that: (a) all Obligations of the Borrower owing to such
Non-Consenting Lender being replaced or terminated shall be paid in full to such Non-Consenting Lender concurrently with such assignment or termination (including any amount payable pursuant to Section 2.11(a)) and (b) the replacement
Lender, if any, shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in
connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. 

SECTION 2.20. Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any
Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make or maintain any Eurocurrency Loans in any currency, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, any obligations of such Lender to make or continue Eurocurrency Loans in such currency or to convert ABR Borrowings to Eurocurrency Borrowings shall be suspended until such Lender notifies the Administrative Agent
and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent) either (i) in the case of Loans
denominated in Dollars if the affected Lender may lawfully continue to maintain such Loans as Eurocurrency Loans until the last day of such Interest Period, convert all Eurocurrency Loans of such Lender to ABR Loans on the last day of such Interest
Period (or, otherwise, immediately convert such Eurocurrency Loans to ABR Loans) or (ii) prepay such Eurocurrency Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

 SECTION 2.21. Incremental Commitments. 

(a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan
Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an amount not to exceed the Incremental Amount at the time such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are established from
one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their
own discretion; provided that in the case of Incremental Revolving Facility Commitments either, at the election of the Borrower, (i) each Incremental Revolving Facility Lender providing Incremental Revolving Facility Commitments shall be subject to the approval of the Administrative
Agent (provided that the Administrative Agent shall withhold approval if any of the L/C Issuers object to such Incremental Revolving Facility Lender) or (ii) the Letter of Credit Commitment may not be allocated under, and no Letters of
Credit may be requested by the Borrower under, such Incremental Revolving Facility Commitments. Such notice shall set forth (i) the amount of the Incremental Term Loan 

  
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Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5.0 million and a minimum amount of $20.0 million or equal to the remaining
Incremental Amount or in each case such lesser amount approved by the Administrative Agent), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested to become effective (the
“Increased Amount Date”), (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be commitments to make term loans with terms identical to Term B Loans or Term B-1 Loans or commitments to make term loans with pricing
terms and/or amortization and/or participation in mandatory prepayments or commitment reductions and/or maturity and/or other terms different from the Term B Loans
or Term B-1 Loans (“Other Term
Loans”) and (iv) in the case of Incremental Revolving Facility Commitments, whether such Incremental Revolving Facility Commitments are to be commitments to make additional Revolving Facility Loans on the same terms as the Initial
Revolving Loans or commitments to make revolving loans with pricing terms and/or participation in mandatory prepayments or commitment reductions and/or maturity and/or other terms different from the Initial Revolving Loans (“Other Revolving
Loans”). 
 (b) The Borrower and each Incremental Term Lender and/or Incremental Revolving Facility Lender
shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term
Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term Loans and/or Incremental Revolving Facility
Commitments; provided, that 
 (i) except as to pricing, amortization, final maturity date,
participation in voluntary and mandatory prepayments, ranking as to security and covenants and other provisions applicable only to periods after the Term BB-1 Facility Maturity Date existing at the time of incurrence of such additional Term Facility (which shall, subject to clause
(ii) through (iv) of this proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), the Other Term Loans shall have (w) terms substantially similar to, or not materially less favorable to the
Borrower and its Subsidiaries than, the terms and conditions, taken as a whole, applicable to the Term
BB-1 Loans (as determined in good
faith by the Borrower), (x) then-current market terms (as determined in good faith by the Borrower), (y) in the case of unsecured Other Term Loans, terms that are customary for “high yield” securities (as determined in good faith
by the Borrower) or (z) such other terms as shall be reasonably satisfactory to the Administrative Agent, 

(ii) the Other Term Loans shall rank pari passu or, at the option of the Borrower, junior in right of security
with the Term B Loans and the Term B-1 Loans, or be
unsecured (provided, that if such Other Term Loans rank junior in right of security with the Term B
Loans and the Term B-1 Loans, such Other Term Loans
shall be subject to a Permitted Junior Intercreditor Agreement and, for the avoidance of doubt, Other Term Loans that rank junior in right of security or are unsecured shall be established pursuant to separate facilities from the Term B Loans and
the Term B-1 Loans and shall not be subject to
clause (viii) below), 
 (iii) the final maturity date of any Other Term Loans shall be no
earlier than the Term BB-1 Facility
Maturity Date in effect on the date of incurrence (provided that this clause (iii) shall not apply to bridge facilities allowing extensions on customary terms to a date that is no earlier than the Term BB-1 Facility Maturity Date in effect on the
date of incurrence), 
 (iv) the Weighted Average Life to Maturity of any Other Term Loans shall be no
shorter than the remaining Weighted Average Life to Maturity of the Term
BB-1 Loans (without


  
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giving effect to any amortization or prepayments on the Term BB-1 Loans or Other Term Loans) (provided that this clause (iv) shall not apply to bridge facilities allowing
extensions on customary terms to a date that is no earlier than the Term
BB-1 Facility Maturity Date in
effect on the date of incurrence), 
 (v) except as to pricing, final maturity date, participation in
voluntary and mandatory prepayments and commitment reductions, ranking as to security and covenants or other provisions applicable only to periods after the Revolving Facility Maturity Date with respect to the Initial Revolving Loans existing at the
time of incurrence of such Incremental Revolving Facility Commitments (which shall, subject to clause (vi) and (vii) of this proviso, be determined by the Borrower and the Incremental Revolving Facility Lenders in their sole discretion),
the Other Revolving Loans shall have (w) terms substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than the terms and conditions, taken as a whole, applicable to the Initial Revolving Loans (as
determined in good faith by the Borrower), (x) then-current market terms (as determined in good faith by the Borrower), (y) in the case of unsecured Other Revolving Loans, terms that are customary for “high yield” securities (as
determined in good faith by the Borrower) or (z) such other terms as shall be reasonably satisfactory to the Administrative Agent, 

(vi) the Other Revolving Loans shall rank pari passu or, at the option of the Borrower, junior in right of
security with the Initial Revolving Loans or be unsecured (provided, that if such Other Revolving Loans rank junior in right of security with the Initial Revolving Loans, such Other Revolving Loans shall be subject to a Permitted Junior
Intercreditor Agreement and, for the avoidance of doubt, Other Revolving Loans that rank junior in right of security or are unsecured shall be established pursuant to separate facilities from the Initial Revolving Loans), 

(vii) the final maturity date of any Other Revolving Loans shall be no earlier than the Revolving Facility
Maturity Date with respect to the Initial Revolving Loans, 
 (viii) with respect to any Other Term Loan
incurred pursuant to Section 2.21(a) that
(xw) is a broadly syndicated U.S. dollar denominated term “B” loan incurred by the Borrower and, (yx) ranks pari passu in right of security
with the Term BB-1 Loans, (y) is incurred prior to the six-month anniversary of the Second Amendment Effective Date and (z) has a
scheduled outside maturity date less than two years after the Term B-1 Facility Maturity Date, the All-in Yield shall be the same as that applicable to the Term BB-1 Loans on the ClosingSecond Amendment Effective Date,
except that the All-in Yield in respect of any such Other Term Loan may exceed the All-in Yield in respect of such Term BB-1 Loans on the ClosingSecond Amendment Effective Date by no more than 0.50%, or if it does so exceed such All-in Yield (such difference, the
“Term Yield Differential”) then the Applicable Margin (or the “LIBOR floor” as provided in the following proviso) applicable to such Term
BB-1 Loans shall be increased such
that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided that, to the extent any portion of the Term Yield Differential is attributable to a higher “LIBOR floor” being applicable to
such Other Term Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the higher of the Adjusted Eurocurrency Rate in effect for an Interest Period of three months’
duration at such time and the “LIBOR floor” applicable to the initial Term
BB-1 Loans, and, with respect to
such excess, the “LIBOR floor” applicable to the outstanding Term
BB-1 Loans shall be increased to an
amount not to exceed the “LIBOR floor” applicable to such Other Term Loans prior to any increase in the Applicable Margin applicable to such Term BB-1 Loans then outstanding, 

(ix) there shall be no obligor in respect of any Incremental Term Loan Commitments or Incremental Revolving
Facility Commitments that is not a Loan Party; 

  
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 (x) there shall be no collateral security for any
Incremental Term Loan Commitments or Incremental Revolving Facility Commitments other than the Collateral; and 

(xi) any Incremental Term Loans may participate on a pro rata basis or a less than pro rata basis (but not
greater than a pro rata basis) in any mandatory repayments or prepayments or commitment reductions hereunder, and any Incremental Revolving Facility Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than
a pro rata basis) in any mandatory commitment reductions hereunder. 
 Each of the parties hereto hereby agrees that, upon the effectiveness
of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments
evidenced thereby as provided for in Section 9.08(e) (including, without limitation, any amendment to Section 2.10(a) as may be necessary to reflect the amortization of any such Incremental Term Loans, including in the case of any
Incremental Term Loan that is intended to be “fungible” with any existing series of Term Loans, any customary adjustments necessary to provide for such “fungibility”). Any amendment to this Agreement or any other Loan Document
that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and such deemed amendment may be memorialized in writing by the Administrative
Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. 
 (c)
Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this Section 2.21 unless on the date of such effectiveness, (A) to the extent required by the
relevant Incremental Assumption Agreement, no Event of Default shall have occurred and be continuing or would result therefrom and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a
Responsible Officer of the Borrower and (B) if such Incremental Term Loan Commitment or Incremental Revolving Facility Commitment is established for a purpose other than financing any Permitted Business Acquisition or any other acquisition or
Investment that is permitted by this Agreement, no Event of Default under Section 7.01(b), (c), (h) (with respect to the Borrower) or (i) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom.


(d)
 On the date of the making of any Incremental Term Loans that will be added to any Class of then existing Term Loans, and notwithstanding anything to the contrary set forth in Section 2.07 orý Section ý2.13,
such Incremental Term Loans shall be added to (and constitute a part of, be of the same Type as and, at the election of the Borrower, have the same Interest Period as) each Borrowing of outstanding Term Loans of such Class on a pro rata basis (based
on the relative sizes of such Borrowings), so that each Incremental Term Lender providing such Incremental Term Loans will participate proportionately in each then-outstanding Borrowing of Term Loans of such Class; it being acknowledged that the
application of this clause may result in new Incremental Term Loans having Interest Periods (the duration of which may be less than one month) that begin during an Interest Period then applicable to outstanding Eurocurrency Loans of the relevant
Class and which end on the last day of such Interest Period. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary
to ensure that (i) all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of the outstanding applicable Class of Term Loans on a pro rata basis, and (ii) all Revolving Facility Loans
in respect of Incremental Revolving Facility Commitments (other than Other Revolving Loans), when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Facility Loans on a pro rata basis. The Borrower
agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. 

  
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 (e) Notwithstanding anything to the contrary in this Agreement, including
Section 2.11(a) or Section 2.18(c) (which provisions shall not be applicable to clauses (e) through (i) of this Section 2.21), pursuant to one or more offers made from time to time by the Borrower to all Lenders of any Class
of Term Loans and/or Revolving Facility Commitments, on a pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders
under any Revolving Facility, on the aggregate outstanding Revolving Facility Commitments under such Revolving Facility, as applicable) and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to
consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class and/or to otherwise modify the terms of such Lender’s Loans and/or Commitments of such
Class pursuant to the terms of the relevant Pro Rata Extension Offer (including without limitation increasing or reducing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization
schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, in the case of an offer to the Lenders under any Class of Term Loans, that all of the
Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility Commitments in respect of such Revolving Facility are, in each case, offered to be extended for the same amount of
time and that the interest rate changes and fees payable with respect to such extension are the same or are offered the same other modifications, as applicable. Any such extension or other modification (an “Extension”) agreed to
between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Term Loan for such Lender (if such Lender is extending an existing Term Loan (such extended
Term Loan, an “Extended Term Loan”)) or an Incremental Revolving Facility Commitment for such Lender (if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an
“Extended Revolving Facility Commitment”)). 
 (f) The Borrower and each Extending Lender shall execute and
deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such
Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided that (i) except as to interest rates, fees, any other pricing
terms, amortization, final maturity date, participation in prepayments and commitment reductions and covenants and other provisions applicable only to periods after the Term
BB-1 Facility Maturity Date
existing at the time of incurrence of such Extended Term Loan (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Pro Rata Extension Offer and shall not be subject to the
provisions set forth in Section 2.21(b)(viii)), the Extended Term Loans shall have (w) terms substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than, the terms and conditions, taken as a whole,
applicable to the existing Class of Term Loans (as determined in good faith by the Borrower), (x) then-current market terms (as determined in good faith by the Borrower), (y) in the case of unsecured Extended Term Loans, terms that are
customary for “high yield” securities (as determined in good faith by the Borrower) or (z) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans
shall be no earlier than the Term Facility Maturity Date of the Class of Term Loans to which such offer relates, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life
to Maturity of the Class of Term Loans to which such offer relates (without giving effect to any amortization or prepayments on such Class of Term Loans), (iv) except as to interest rates, fees, any other pricing terms, participation in
mandatory prepayments and commitment reductions, final maturity and covenants and other provisions applicable only to periods after the Revolving Facility Maturity Date for the Initial Revolving Loans existing at the time of incurrence of such
Extended Revolving Facility Commitments (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (w) terms substantially similar to, or not materially less
favorable to the Borrower 

  
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and its Subsidiaries than, the terms and conditions, taken as a whole, applicable to the existing Class of Revolving Facility Commitments (as determined in good faith by the Borrower),
(x) then-current market terms (as determined in good faith by the Borrower), (y) in the case of unsecured Extended Revolving Facility Commitments, terms that are customary for “high yield” securities (as determined in good faith
by the Borrower) or (z) such other terms as shall be reasonably satisfactory to the Administrative Agent, and (v) any Extended Term Loans and/or Extended Revolving Facility Commitments may participate on a pro rata basis or a less than pro
rata basis (but not greater than a pro rata basis) in any mandatory repayments or prepayments hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary
to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative
Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. If provided in any Incremental Assumption Agreement with respect to any Extended Revolving Facility Commitments, and with the consent
of each L/C Issuer, participations in Letters of Credit shall be reallocated to lenders holding such Extended Revolving Facility Commitments in the manner specified in such Incremental Assumption Agreement, including upon effectiveness of such
Extended Revolving Facility Commitment or upon or prior to the maturity date for any Class of Revolving Facility Commitments. 

(g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically
designated an Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Agreement and the other Loan Documents, (i) if
such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Incremental Term Loan having the terms of such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment,
such Extending Lender will be deemed to have an Incremental Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. 

(h) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without
limitation this Section 2.21), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) no Extended Term Loan or Extended
Revolving Facility Commitment is required to be in any minimum amount or any minimum increment, (iii) any Extending Lender may extend or modify all or any portion of its Term Loans and/or Revolving Facility Commitment pursuant to one or more
Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension
of any Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan or Extended Revolving Facility Commitment implemented thereby and (v) all
Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall, unless the Borrower and the applicable Lenders agree otherwise, be Loan Obligations of the relevant Loan Parties under this Agreement and the
other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents. 

(i) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer;
provided that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without
limitation, timing, rounding and other adjustments. 

  
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 (j) Notwithstanding anything to the contrary in this Agreement, including
Section 2.11(a) or Section 2.18(c) (which provisions shall not be applicable to clause (j) through (o) of this Section 2.21), the Borrower may by written notice to the Administrative Agent establish one or more additional
tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), the net cash proceeds of which are used to Refinance in whole or in part any Class of Term Loans. Each such notice shall specify the date (each, a
“Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to the
Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that: 

(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date no Event
of Default shall have occurred and be continuing or would result therefrom to the extent required by the relevant Incremental Assumption Agreement governing such Refinancing Term Loans (except that no Default or Event of Default pursuant to
Section 7.01(b), (c), (h) (with respect to the Borrower) or (i) (with respect to the Borrower) shall have occurred and be continuing); 

(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the
refinanced Term Loans (provided that this clause (ii) shall not apply to bridge facilities allowing extensions on customary terms to a date that is no earlier than the Term Facility Maturity Date of the refinanced Term Loans); 

(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted
Average Life to Maturity of the refinanced Term Loans (without giving effect to any amortization or prepayments on such Class of Term Loans) (provided that this clause (iii) shall not apply to bridge facilities allowing extensions on
customary terms to a date that is no earlier than the Term Facility Maturity Date of the refinanced Term Loans); 
 (iv)
there shall be no obligor in respect of any Refinancing Term Loans that is not a Loan Party; 
 (v) the aggregate principal
amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated
therewith; and 
 (vi) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original
issue discount, upfront fees, interest rates or any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(viii)), optional
prepayment or mandatory prepayment or redemption terms and any covenants and other terms that apply solely to any period after the Term BB-1 Facility Maturity Date
then in effect) (which shall be as agreed between the
Borrower and the Lenders providing such Refinancing Term Loans)) shall be (w) on then
current market terms (as determined by the Borrower in good faith), (x) in the case of unsecured Refinancing Term Loans, customary for “high yield” securities (as determined by the Borrower in good faith), (y) substantially
similar to, or not materially more favorable to the Lenders providing such Refinancing Term Loans than, the terms, taken as a whole, applicable to the Term BB-1 Loans (as determined by the Borrower in good faith) or (z) otherwise reasonably acceptable to the Administrative
Agent. In addition, notwithstanding the foregoing, the Borrower may establish Refinancing Term Loans to refinance and/or replace all or any portion of a Revolving Facility Commitment (regardless of whether Revolving Facility Loans are outstanding
under such Revolving Facility Commitments at the time of incurrence of such Refinancing Term Loans), so long as (1) the aggregate amount of such Refinancing Term Loans does not exceed the aggregate amount of Revolving Facility Commitments
refinanced and/or replaced at the time of incurrence thereof plus amounts used to pay fees, premiums, costs 

  
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and expenses (including original issue discount) and accrued interest associated therewith and (2) if the Revolving Facility Credit Exposure outstanding on the Refinancing Effective Date
would exceed the aggregate amount of Revolving Facility Commitments outstanding in each case after giving effect to the termination of such Revolving Facility Commitments, the Borrower shall take one or more of the actions contemplated by
Section 2.11(d) such that such Revolving Facility Credit Exposure does not exceed such aggregate amount of Revolving Facility Commitments in effect on the Refinancing Effective Date after giving effect to the termination of such Revolving
Facility Commitments (it being understood that such Refinancing Term Loans may be provided by the Lenders holding the Revolving Facility Commitments being terminated and/or by any other Person that would be a permitted Assignee hereunder). 

(k) The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 9.04
to provide all or a portion of the Refinancing Term Loans; provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term
Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the
applicable Incremental Assumption Agreement, be designated as an increase in any previously established Class of Term Loans made to the Borrower. 

(l) Notwithstanding anything to the contrary in this Agreement, including Section 2.11(a) and Section 2.18(c) (which
provisions shall not be applicable to clauses (l) through (o) of this Section 2.21), the Borrower may by written notice to the Administrative Agent establish one or more additional Facilities providing for revolving commitments
(“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replaces in whole or in part any Class of Revolving Facility Commitments under this Agreement.
Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not
less than five Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that: (i) before and after
giving effect to the establishment of such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date no Event of Default shall have occurred and be continuing or would result therefrom to the extent required by
the relevant Incremental Assumption Agreement governing such Refinancing Term Loans (except that no Default or Event of Default pursuant to Section 7.01(b), (c), (h) (with respect to the Borrower) or (i) (with respect to the Borrower)
shall have occurred and be continuing); (ii) after giving effect to the establishment of any Replacement Revolving Facility Commitments and any concurrent reduction in the aggregate amount of any other Revolving Facility Commitments, the
aggregate amount of Revolving Facility Commitments shall not exceed the aggregate amount of the Revolving Facility Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay
fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (iii) no Replacement Revolving Facility Commitments shall have a final maturity date prior to the Revolving Facility Maturity Date
of the Revolving Facility Commitments being replaced; (iv) there shall be no obligor in respect of any Replacement Revolving Facility Commitments that is not a Loan Party; and (v) all other terms applicable to such Replacement Revolving
Facility (other than provisions relating to (x) fees, interest rates and other pricing terms, prepayment and commitment reduction and optional redemption terms and any covenants and other terms that apply solely to any period after the
Revolving Facility Maturity Date of the Initial Revolving Loans in effect on the date of incurrence of such Replacement Revolving Facility Commitments (which shall be as agreed between the Borrower and the Lenders providing such Replacement
Revolving Facility Commitments) and (y) the amount of any letter of credit sublimit under such Replacement Revolving Facility (which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Facility Commitments,
the Administrative Agent and the 

  
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Replacement L/C Issuer, if any, under such Replacement Revolving Facility Commitments)) taken as a whole shall be (w) on then current market terms (as determined by the Borrower in good
faith), (x) in the case of unsecured Replacement Revolving Facility Commitments, customary for “high yield” securities (as determined by the Borrower in good faith), (y) substantially similar to, or not materially more favorable
to the Lenders providing such Replacement Revolving Facility Commitments than, those, taken as a whole, applicable to the then outstanding Revolving Facility (as determined by the Borrower in good faith) or (z) otherwise reasonably acceptable
to the Administrative Agent. In addition, the Borrower may establish Replacement Revolving Facility Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds
of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving Facility Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay
fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith (it being understood that such Replacement Revolving Facility Commitment may be provided by the Lenders holding the Term Loans being
repaid and/or by any other Person that would be a permitted Assignee hereunder). 
 (m) The Borrower may approach any Lender
or any other Person that would be a permitted Assignee of a Revolving Facility Commitment pursuant to Section 9.04 (such Person, a “Replacement Revolving Lender”) to provide all or a portion of the Replacement Revolving
Facility Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Facility Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Facility
Commitment. Any Replacement Revolving Facility Commitment made on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Facility Commitments for all purposes of this Agreement; provided that
any Replacement Revolving Facility Commitments may, to the extent provided in the applicable Incremental Assumption Agreement, be designated as an increase in any previously established Class of Revolving Facility Commitments. 

(n) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions,
each of the Lenders with Replacement Revolving Facility Commitments of such Class shall purchase from each of the other Lenders with Replacement Revolving Facility Commitments of such Class, at the principal amount thereof and in the applicable
currencies, such interests in the Replacement Revolving Loans and participations in Letters of Credit under such Replacement Revolving Facility Commitments of such Class then outstanding on such Replacement Revolving Facility Effective Date as shall
be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans and participations of such Replacement Revolving Facility Commitments of such Class will be held by the Lenders thereunder ratably
in accordance with their Replacement Revolving Credit Percentages. 
 (o) For purposes of this Agreement and the other Loan
Documents, (i) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Incremental Term Loan having the terms of such Refinancing Term Loan and (ii) if a Lender is providing a Replacement Revolving Facility
Commitment, such Lender will be deemed to have an Incremental Revolving Facility Commitment having the terms of such Replacement Revolving Facility Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan
Document (including without limitation this Section 2.21), (i) the aggregate amount of Refinancing Term Loans and Replacement Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) no
Refinancing Term Loan or Replacement Revolving Facility Commitment is required to be in any minimum amount or any minimum increment, (iii) there shall be no condition to any incurrence of any Refinancing Term Loan or Replacement Revolving
Facility Commitment at any time or from time to time other than those set forth in clauses (j) or (l) above, as applicable, and (iv) all Refinancing Term Loans, Replacement Revolving Facility Commitments and all obligations in respect
thereof shall, unless the Borrower and the applicable Lenders 

  
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agree otherwise, be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under this Agreement and the
other Loan Documents. 
 (p) Notwithstanding anything in the foregoing to the contrary, (i) for the purpose of
determining the number of outstanding Eurocurrency Borrowings upon the incurrence of any Incremental Revolving Facility Commitments or Incremental Term Loan Commitments, (x) to the extent the last date of Interest Periods for multiple
Eurocurrency Borrowings under the Term Facilities fall on the same day, such Eurocurrency Borrowings shall be considered a single Eurocurrency Borrowing and (y) to the extent the last date of Interest Periods for multiple Eurocurrency
Borrowings under the Revolving Facilities fall on the same day, such Eurocurrency Borrowings shall be considered a single Eurocurrency Borrowing and (ii) the initial Interest Period with respect to any Eurocurrency Borrowing of Incremental
Revolving Facility Commitments or Incremental Term Loan Commitments may, at the Borrower’s option, be of a duration of a number of Business Days that is less than one month, and the Adjusted Eurocurrency Rate with respect to such initial
Interest Period shall be the same as the Adjusted Eurocurrency Rate applicable to any then-outstanding Eurocurrency Borrowing as the Borrower may direct, so long as the last day of such initial Interest Period is the same as the last day of the
Interest Period with respect to such outstanding Eurocurrency Borrowing. 
 SECTION 2.22. Defaulting Lenders. 

(i) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender under any Revolving
Facility becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable laws, rules and regulations of any Governmental Authority, during any period in which there is a
Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender under any such Revolving Facility to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.05, the
“Revolving Facility Percentage” of each Non-Defaulting Lender under such Revolving Facility shall be computed without giving effect to the Revolving Facility Commitment of that Defaulting Lender; provided, that, (i) each such
reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund
participations in Letters of Credit under such Revolving Facility in connection with such reallocation shall not exceed the Available Unused Commitment of such Lender. 

(ii) Waivers and Amendments. Any Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders,” “Required Revolving Facility Lenders” or “Majority Lenders,” as applicable, and Section 9.08. 

(iii) Cash Collateral. To the extent the reallocation pursuant to clause (i) above is insufficient for any reason
to cover the L/C Issuer’s Fronting Exposure to a Defaulting Lender, the Borrower shall Cash Collateralize such uncovered Fronting Exposure pursuant to arrangements reasonably satisfactory to the Administrative Agent. 

(iv) Limitation on Letters of Credit. Notwithstanding anything to the contrary set forth herein, so long as any Lender
is a Defaulting Lender, no L/C Issuer shall have any obligation to issue, amend or renew any Letter of Credit at any time there is Fronting Exposure unless the L/C Issuer is satisfied that it will have no Fronting Exposure after giving effect
thereto. 

  
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 (v) Reallocation of Payments. Any payment of principal, interest,
fees or other amounts received by the Administrative Agent for the account of a Defaulting Lender on account of its Loans or participations under the applicable Class of Revolving Facility Commitments (whether voluntary or mandatory, at maturity,
following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.06, shall be applied at such time or times as may be determined by the Administrative Agent as follows:
first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer hereunder;
third, if so determined by the Administrative Agent or requested by the L/C Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; fourth, as the
Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative
Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement;
sixth, to the payment of any amounts owing to the Lenders or the L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the L/C Issuer against that Defaulting Lender as a result of that
Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent
jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of
competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share, such payment shall be applied
solely to pay the Loans of, and L/C Borrowings 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 Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.22(v) shall be deemed paid to and redirected by that Defaulting Lender,
and each Lender irrevocably consents hereto. 
 (vi) Certain Fees. (A) No Defaulting Lender shall be entitled to
receive any Commitment Fee for any period during which that Lender is a Defaulting Lender. 
 (B) Each Defaulting Lender
shall be entitled to receive L/C Participation Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its pro rata share of the stated amount of Letters of Credit for which it has provided Cash
Collateral. 
 (C) With respect to any Commitment Fee or L/C Participation Fee not required to be paid to any Defaulting
Lender pursuant to clause (vi)(A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation
in Letters of Credit that has been reallocated to such Non-Defaulting Lender pursuant to clause (vii) below, (y) pay to each L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such
L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. 

(vii) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s
participation in Letters of Credit shall be reallocated among the Non-Defaulting Lenders of the applicable Revolving Facility in accordance with their respective pro rata Commitments under such Revolving Facility (calculated without regard to such
Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Facility Credit Exposure of any Non-Defaulting Lender under such Revolving Facility to exceed such Non-Defaulting Lender’s


  
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Revolving Facility Commitment under such Revolving Facility. Subject to Section 9.24, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder
against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

(viii) Defaulting Lender Cure. If the Borrower, the Administrative Agent and the L/C Issuer agree in writing in their
sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the 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 Revolving Facility Loans and funded and unfunded participations in Letters of Credit under the applicable Revolving Facility to be held on a pro rata basis by the Lenders in accordance with their
Revolving Facility Percentages under such Revolving Facility (without giving effect to Section 2.22(i)), whereupon that 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. 

SECTION 2.23. LIBOR Replacement Provisions. 

(a) Notwithstanding anything to the contrary in
this Agreement or any other Loan Document, 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 the Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate for any requested Interest
Period, including, without limitation, because ICE LIBOR is not available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the administrator of ICE LIBOR or a Governmental Authority having jurisdiction
over the Administrative Agent has made a public statement identifying a specific date after which ICE LIBOR 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 2.23, are being executed or amended (as applicable) to incorporate or adopt a
new benchmark interest rate to replace ICE 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 shall
endeavor to establish an alternate benchmark floating term rate of interest (any such proposed rate, a “LIBOR Successor Rate”) to the Adjusted Eurocurrency Rate (which may include the spread or method for
determining a spread or other adjustments or modifications incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated loans in the United States at such time, and shall enter into an amendment
to this Agreement to reflect such alternate rate of interest together with any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything to the contrary herein, such amendment shall become effectiveherein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of a then-current Benchmark for such currency, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(1) or (a)(2) of
the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark  

  
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Replacement will replace such Benchmark for all purposes hereunder and under any
other Loan Document in respect of such Benchmark setting for such currency and subsequent Benchmark settings for such currency without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document
and (B) if a Benchmark Replacement is determined in accordance with clause (a)(3) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such
Benchmark for all purposes hereunder and under any other Loan Document in respect of any such Benchmark setting at or after 5:00 P.M. (New York City time) on the fifth
(5th) Business Day after
the date notice of such
amendmentBenchmark Replacement is
provided to the Lenders unless prior to 5:00 p.m., Local Time, on such fifth Business
Daywithout any amendment to, or further action or consent of any other party to, this Agreement or any other Loan
Document so long as the Administrative Agent shall
havehas not
received, by such time, written notice
fromof objection to such Benchmark Replacement
from Lenders comprising the Required Lenders stating that such Required Lenders object to such amendment.. If (x) a Benchmark Replacement Date has occurred for the Eurocurrency Rate for Dollars and the applicable Benchmark Replacement on
such Benchmark Replacement Date for such Eurocurrency Rate is a Benchmark Replacement other than the sum of: (1) Term SOFR and (2) the related Benchmark Replacement Adjustment, (y) subsequently, the Relevant Governmental Body
recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower, in its sole discretion, requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking
term rate for purposes of this Agreement and (z) following such request from the Borrower, the Administrative Agent determines, in its sole discretion, that such forward looking term rate is administratively feasible for the Administrative
Agent, then the Administrative Agent may, in its sole discretion, provide the Borrower and the Lenders with written notice that from and after a date identified in such notice: (I) a Benchmark Replacement Date shall be deemed to have occurred
and the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”; provided however, that if upon such
Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement
Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for purposes of this proviso, such
Benchmark Replacement Adjustment shall be the Benchmark Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clauses (a)(1) or (2),
as applicable, of the definition of “Benchmark Replacement Date”) and (II) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder
or under any other Loan Document in respect of any Benchmark setting for Loans denominated in Dollars and any subsequent Benchmark settings for Loans denominated in Dollars, without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 2.23 shall apply with respect to
such election of the Administrative Agent as completely as if such forward-looking term rate was initially determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”. 

(b) If no LIBOR Successor Rate has been determined and the
circumstances under clauses (a)(i) through (a)(iii) 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  

  
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Adjusted 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 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 (1) 1.00% in the case of the Term B Loans and (2) 0.00% in the case of any other Loans for purposes of this Agreement.


(b) In
connection with the implementation of any Benchmark Replacement, the Administrative Agent will have the right, in consultation with the Borrower, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the
contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan
Document. 

(c) The
Administrative Agent will promptly notify the Borrower and the Lenders of (A) any Benchmark Replacement Date and the related Benchmark Replacement, (B) the effectiveness of any Benchmark Replacement Conforming Changes, (C) the removal
or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (D) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set
forth in this Section 2.23 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or
Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent, the Borrower or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.23, including any
determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent
manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.23. 

(d)
Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or
the Eurocurrency Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or
(2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative
Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either
(1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark
(including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. 

  
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(e) Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Benchmark for Dollars, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Eurocurrency Loans
denominated in Dollars to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of ABR Loans. During any Benchmark
Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, to the extent a component of the ABR is based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, such Benchmark
or tenor will not be used in any determination of the ABR. Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any currency other than Dollars, the obligation of the Lenders to make or maintain Loans
referencing such Benchmark in the affected currency shall be suspended (to the extent of the affected Borrowings or Interest Periods). 

ARTICLE III 
 Representations and
Warranties 
 On the date of each Credit Event, the Borrower represents and warrants to each of the Lenders that: 

SECTION 3.01. Organization; Powers. Except as set forth on Schedule 3.01, the Borrower and each of the
Material Subsidiaries (a) is a partnership, limited liability company or corporation (or similar foreign entity) duly organized or incorporated, validly existing and in good standing (or, if applicable in a foreign jurisdiction, enjoys the
equivalent status under the laws of any jurisdiction of organization outside the United States) under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its
business as now conducted, (c) is qualified to do business in each jurisdiction where such qualification is required, except where the failure so to qualify would not reasonably be expected to have a Material Adverse Effect, and (d) has
the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of the Borrower, to borrow and
otherwise obtain credit hereunder. 
 SECTION 3.02. Authorization. The execution, delivery and performance by the
Borrower and each of the Subsidiary Loan Parties of each of the Loan Documents to which it is a party, and the borrowings hereunder and the Transactions (a) have been duly authorized by all corporate, stockholder, partnership or limited
liability company (or similar) action required to be obtained by the Borrower and such Subsidiary Loan Parties and (b) will not (i) violate (A) any provision of law, statute, rule or regulation applicable to the Borrower or any such
Subsidiary Loan Party, (B) any provision of the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements or by-laws) of the Borrower or any such
Subsidiary Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to the Borrower or any such Subsidiary Loan Party or (D) any provision of any indenture, certificate of
designation for preferred stock, agreement or other instrument to which the Borrower or any such Subsidiary Loan Party is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach
of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any
such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section 3.02(b), would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower or any such
Subsidiary Loan Party, other than the Liens created by the Loan Documents and Permitted Liens. 

  
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 SECTION 3.03. Enforceability. This Agreement has been duly executed
and delivered by the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such
Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (iii) implied covenants of good faith and fair dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of
Equity Interests in, and Indebtedness issued by, Foreign Subsidiaries, and the pledging of property or assets by Foreign Subsidiaries. 

SECTION 3.04. Governmental Approvals. No action, consent or approval of, registration or filing with or any other
action by any Governmental Authority is or will be required for the execution, delivery or performance of each Loan Document to which the Borrower or any Subsidiary Loan Party is a party, except for (a) the filing of Uniform Commercial Code
financing and continuation statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office and any successor offices, (c) recordation of the Mortgages, (d) such as have been made or
obtained and are in full force and effect, (e) such other actions, consents and approvals the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect and (f) filings or other actions
listed on Schedule 3.04. 
 SECTION 3.05. Financial Statements. The financial statements delivered in
accordance with Section 4.02(i) present fairly in all material respects the consolidated financial position of the Borrower and its consolidated subsidiaries as of the dates and for the periods referred to therein and the results of operations
and, if applicable, cash flows for the periods then ended, and except as set forth on Schedule 3.05, were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except, in the case of interim
period financial statements, for the absence of notes and for normal year-end adjustments and except as otherwise noted therein. 

SECTION 3.06. No Material Adverse Effect. Since the
ClosingSecond Amendment Effective
Date, there has been no event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect. 

SECTION 3.07. Title to Properties; Possession Under Leases. 

(a) The Borrower and its Subsidiaries have valid title in fee simple or equivalent to, or valid leasehold interests in, or
easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do
not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens. Schedule 3.07 sets forth a true, complete and correct list of all Mortgaged Properties as of
the ClosingSecond Amendment
Effective Date. 
 (b) As of the
ClosingSecond Amendment Effective
Date, (i) the Borrower and its Subsidiaries have complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect and
(ii) all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. 

  
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 SECTION 3.08. Subsidiaries. 

(a) Schedule 3.08(a) sets forth as of the
ClosingSecond Amendment Effective
Date the name and jurisdiction of incorporation, formation or organization of each Subsidiary of the Borrower and, as to each such Subsidiary, the percentage of each class of Equity Interests owned by the Borrower or by any such Subsidiary. 

(b) As of the ClosingSecond Amendment Effective Date, after giving effect to the Second Amendment Transactions, there are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors (or entities controlled by directors) and shares held by directors (or entities controlled by directors))
relating to any Equity Interests in the Borrower or any of the Subsidiaries, except as set forth on Schedule 3.08(b). 

SECTION 3.09. Litigation; Compliance with Laws. 

(a) Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or on behalf of
any Governmental Authority or in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of the Subsidiaries or any business, property or rights of any such person which would
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 (b) None of the Borrower, the
Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law (including the USA PATRIOT Act), rule or regulation
(excluding any Environmental Laws, which are subject to Section 3.16), or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. 
 SECTION 3.10. Federal Reserve Regulations. 

(a) None of the Borrower and the Subsidiaries is engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying Margin Stock. 
 (b) Neither the making of any Loan (or the
extension of any Letter of Credit) hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of the Board. No part of the proceeds of any Loan or any Letter of Credit will be used for any
purpose that violates Regulation T, Regulation U or Regulation X. 
 SECTION 3.11. Investment Company Act. None of
the Loan Parties is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

SECTION 3.12. Use of Proceeds. (a) The Borrower will use the proceeds of the Revolving Facility Loans, and may
request the issuance of Letters of Credit, solely for working capital and general corporate purposes (including, without limitation, for Restricted Payments, Permitted Business Acquisitions, other permitted Investments and project development and,
in the case of Letters of Credit, for the back-up or replacement of existing letters of credit and for the avoidance of doubt, the Borrower may request the issuance of Letters of Credit for the account of any subsidiary or any other Person
designated by the Borrower, in each case for general corporate purposes of such subsidiary or other Person); provided the amount of Revolving Facility Loans incurred on the Closing Date shall not exceed $65.0 million 

  
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(excluding amounts that are used to backstop, replace or Cash Collateralize existing letters of credit) and, (b) the Borrower will use the proceeds of the initial Term B Loans made on the Closing Date to finance a portion of the
Transactions, for the payment of Transaction Expenses and for working capital and general corporate purposes (including, without limitation, for Restricted Payments, Permitted Business Acquisitions, other permitted Investments and project
development). and (c) the Borrower will use
the proceeds of the Term B-1 Loans made on the Second Amendment Effective Date to finance a portion of the Second Amendment Transactions, for the payment of Transaction Expenses and for working capital and general corporate purposes (including,
without limitation, for Restricted Payments, Permitted Business Acquisitions, other permitted Investments and project development). 

SECTION 3.13. Tax Returns. 

(a) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each
of the Borrower and the Subsidiaries has filed or caused to be filed all federal, state, local and non-U.S. Tax returns required to have been filed by it (including in its capacity as Withholding Agent) and each such Tax return is true and correct;

 (b) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect,
each of the Borrower and the Subsidiaries has timely paid or caused to be timely paid all Taxes shown to be due and payable by it on the returns referred to in clause (a) and all other Taxes or assessments due and payable by it (and made
adequate provision (in accordance with GAAP) for the payment of all Taxes not yet due and payable) through the date of the applicable Credit Event, including in its capacity as a Withholding Agent (except Taxes or assessments that are being
contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which the Borrower or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP); and 

(c) Other than as would not be, individually or in the aggregate, reasonably expected to have a Material Adverse Effect, with
respect to the Borrower and the Subsidiaries, there are no claims being asserted in writing with respect to any Taxes. 

SECTION 3.14. No Material Misstatements. 

(a) All written factual information (other than the Projections, estimates, forward-looking information and information of a
general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the
Second Amendment Transactions and any other transactions
contemplated hereby included in the Information
MemorandumLender Presentation or otherwise prepared by or on behalf of the foregoing or their
representatives and made available to any Lenders or the Administrative Agent in connection with the Second
Amendment Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the
Lenders and as of the ClosingSecond Amendment
Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not
materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto prior to the date hereof). 

(b) The Projections, estimates and other forward-looking information and information of a general economic nature prepared by
or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the
Second Amendment Transactions or the other transactions
contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being 

  
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understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results
during the period or periods covered by any such Projections may differ significantly from the projected results and that such differences may be material, and that no assurances can be given that the projected results will be realized), as of the
date such Projections and estimates were furnished to the Lenders and as of the
ClosingSecond Amendment Effective
Date, and (ii) as of the ClosingSecond
Amendment Effective Date, have not been modified in any material respect by the Borrower. 
 (c) As of the
Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects. 

SECTION 3.15. Employee Benefit Plans. 

(a) Except as set forth on Schedule 3.15 or would not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect: (i) each Plan that is, or has since January 1, 2017 been, sponsored or maintained by the Borrower or any Subsidiary is in compliance with the applicable provisions of ERISA and the Code; (ii) no Reportable
Event has occurred since January 1, 2017 as to which the Borrower, any Subsidiary or any ERISA Affiliate was required to file a report with the PBGC, other than reports that have been filed; (iii) as of the most recent valuation date
preceding the date of this Agreement, no Plan has any material Unfunded Pension Liability; (iv) no ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur; (v) none of the Borrower, its Subsidiaries or the ERISA
Affiliates (A) has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be in
reorganization or to be terminated or (B) has incurred or is reasonably expected to incur any withdrawal liability to any Multiemployer Plan; and (vi) none of the Borrower or its Subsidiaries has engaged in a “prohibited
transaction” (as defined in Section 406 of ERISA and Code Section 4975) in connection with any employee pension benefit plan (as defined in Section 3(2) of ERISA) that would subject the Borrower or any Subsidiary to tax. 

(b) Except as set forth on Schedule 3.15 or would not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect, the accrued benefit obligations of each Foreign Plan (based on those assumptions used to fund such Foreign Plan) with respect to all current and former participants do not exceed the assets of such Foreign Plan. 

SECTION 3.16. Environmental Matters. Except as set forth on Schedule 3.16 and except as to matters that would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits
or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) the Borrower and the Subsidiaries have all
environmental permits, licenses and other approvals necessary for their operations to comply with all Environmental Laws and are in compliance with the terms of such permits, licenses and other approvals and with all other Environmental Laws,
(iii) no Hazardous Material is located at, on or under any property currently owned, operated or leased or, to the Borrower’s knowledge, formerly owned, operated or leased, by the Borrower or any of its Subsidiaries that would reasonably
be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws, and no Hazardous Material has been generated, owned, treated, stored, handled or controlled by the Borrower or any
of its Subsidiaries or transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws and
(iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person 

  
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arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the date hereof. 

SECTION 3.17. Security Documents. 

(a) Each of the Collateral Agreement, each UK Collateral Agreement (when executed and delivered) and each Israeli Collateral
Agreement (when executed and delivered) 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 and proceeds thereof. As of
the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security
Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property (as defined in the Collateral Agreement)), when financing statements and other
filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a perfected Lien on, and security interest in, all right,
title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection in such Collateral can be obtained
by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except for Permitted Liens). In the case of Collateral described in any Israeli Collateral Agreement (other than the
Israeli Share Pledge), when filed with the Israeli Registrar of Companies, the first ranking floating charge created under such Israeli Collateral Agreement will constitute a fully perfected first ranking floating charge in all rights, title and
interest of the applicable Israeli Subsidiary Loan Party in such Collateral (subject to Permitted Liens), if filed with the Israeli Registrar of Companies within 21 days of execution thereof; and in the case of Collateral described in the Israeli
Share Pledge, when filed with the Israeli Registrar of Pledges, the first ranking fixed charge created under the Israeli Share Pledge will constitute a fully perfected first ranking fixed charge in all rights, title and interest of the Borrower in
such Collateral (subject to Permitted Liens). 
 (b) When the Collateral Agreement or IP Security Agreements (as defined in
the Collateral Agreement) are properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper
filing of the financing statements referred to in paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan
Parties thereunder in the United States registered or pending copyrights, patents, trademarks and exclusive licenses to U.S. registered copyrights included in the Collateral, in each case prior and superior in right to the Lien of any other person,
except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and
patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). 
 (c) The Mortgages, if
any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 will be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties)
a legal, valid and enforceable Lien on all of the applicable Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate
filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interest in,
all right, title, and interest of the applicable Loan Parties in such Mortgaged Property 

  
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and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except
for Permitted Liens. 
 (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document
to the contrary, no Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests in, or Indebtedness issued by,
any Foreign Subsidiary, or any property or assets of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law, except as expressly provided in Section 3.17(a) hereof with
respect to the UK Collateral Agreements under the laws of England and Wales and the Israeli Collateral Agreements under the law of Israel. 

SECTION 3.18. [Reserved]. 

SECTION 3.19. Solvency. 

(a) On the ClosingSecond Amendment Effective Date, immediately after giving effect to the Second Amendment Transactions, (i) the fair value of the
assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis;
(ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a
consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be
able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably
small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the
ClosingSecond Amendment Effective
Date. 
 (b) On the ClosingSecond Amendment Effective Date, immediately after giving effect to the consummation of the Second Amendment Transactions, the Borrower does not intend to,
and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing
and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. 

SECTION 3.20. 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 pending or threatened against the Borrower or any of the Subsidiaries; (b) the hours worked and payments made to employees of the Borrower and the Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable law dealing with such matters; and (c) all payments due from the Borrower or any of the Subsidiaries or for which any claim may be made against the Borrower or any of
the Subsidiaries, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Borrower or such Subsidiary to the extent required by GAAP. Except as, individually or in
the aggregate, would not reasonably be expected to have a Material Adverse Effect, the consummation of the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any material collective
bargaining agreement to which the Borrower or any of the Subsidiaries (or any predecessor) is a party or by which the Borrower or any of the Subsidiaries (or any predecessor) is bound. 

  
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 SECTION 3.21. Intellectual Property; Licenses, Etc. . Except as would
not reasonably be expected to have a Material Adverse Effect and except as set forth in Schedule 3.21, (a) the Borrower and each of its Subsidiaries owns, or possesses the right to use, all of the patents, trademarks, service marks,
trade names, trade dress, designs, logos, domain names and other source identifiers, copyrights or mask works, domain names, data, databases, software, trade secrets, applications and registrations for any of the foregoing, and all other
intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) that are reasonably necessary for the operation of their respective businesses, (b) to the best knowledge of the Borrower, the Borrower
and the Subsidiaries are not interfering with, infringing upon, misappropriating or otherwise violating Intellectual Property Rights of any person, and (c) no claim or litigation regarding any of the foregoing is pending or, to the knowledge of
the Borrower, threatened. No Israeli Subsidiary Loan Party owns any Intellectual Property Rights that were developed with the support of the Israeli National Authority for Technological Innovation (formerly known as the Office of the Chief Scientist
of the Israeli Ministry of the Economy). 
 SECTION 3.22. Anti-Money Laundering; Anti-Corruption and Sanctions Laws.

 (a) No Loan Party, none of its subsidiaries and to the knowledge of each Loan Party, none of the respective officers,
directors, brokers or agents of such Loan Party or such subsidiary (in their respective capacities as such) has violated in any material respect or is in violation in any material respect of any applicable Anti-Money Laundering Law. 

(b) The Loan Parties will implement and maintain in effect policies and procedures reasonably designed to promote compliance in
all material respects by the Loan Parties, their Subsidiaries and their respective directors, officers, employees and agents (in their respective capacities as such) with the U.S. Foreign Corrupt Practices Act, as amended, and all other
anti-corruption laws applicable to the Loan Parties and their Subsidiaries (“Anti-Corruption Laws”) and applicable Sanctions, and the Loan Parties and their Subsidiaries and, to the knowledge of the Loan Parties, their respective
officers, directors, employees and agents (in their respective capacities as such), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. 

(c) No Loan Party, none of its Subsidiaries and, to the knowledge of each of the Loan Parties, (i) none of the respective
officers, directors or employees of such Loan Party or such Subsidiary, and (ii) none of the respective brokers or agents of such Loan Party or such Subsidiary that is acting or benefiting in any capacity in connection with the Loans, is a
Sanctioned Person. 
 (d) Except to the extent permissible for a person required to comply with Sanctions, the Borrower
(x) will not, directly or, to the Borrower’s knowledge, indirectly, use and (y) has not, directly or, to the Borrower’s knowledge, indirectly, used, in each case, any proceeds of the Loans or Letters of Credit, or lend,
contribute or otherwise make available such proceeds to any person for the purpose of financing activities or business of or with any person or in any country or territory that, at the time of such financing, is a Sanctioned Person or a Sanctioned
Country. 
 (e) No part of the proceeds of the Loans will be used or have been used, directly or, to the Borrower’s
knowledge, indirectly, to make any payment to any person in violation of any Anti-Corruption Laws. 
 (f) For purposes of
Section 3.22(d) and (e), the Borrower’s “direct” use of proceeds (and terms of similar effect) shall mean only the payment with, or distribution of, such amounts by the Borrower, and, for the avoidance of doubt, shall not include
any actions by any recipient of any amounts paid or distributed by the Borrower. 

  
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 SECTION 3.23. Insurance. Schedule 3.23 sets forth a true, complete
and correct description, in all material respects, of all material insurance (excluding any title insurance) maintained by or on behalf of the Borrower or the Subsidiaries as of the
ClosingSecond Amendment Effective
Date. As of such date, such insurance is in full force and effect. 
 SECTION 3.24. EEA Financial Institution. No
Loan Party is an EEA Financial Institution. 
 ARTICLE IV 

Conditions of Lending 

The obligations of (a) the Lenders to make Loans and (b) any L/C Issuer to permit any L/C Credit Extension hereunder
(each, a “Credit Event”) are subject to the satisfaction (or waiver in accordance with Section 9.08) of the following conditions: 

SECTION 4.01. All Credit Events. On the date of each Borrowing and on the date of each L/C Credit Extension (in each
case of clauses (b) and (c) below, other than in connection with Incremental Term Loans, Incremental Revolving Facility Commitments, Extended Term Loans, Extended Revolving Facility Commitments, Refinancing Term Loans and Replacement
Revolving Facility Commitments to the extent not required by the Lenders providing such Incremental Term Loans, Incremental Revolving Facility Commitments, Extended Term Loans, Extended Revolving Facility Commitments, Refinancing Term Loans and
Replacement Revolving Facility Commitments, as set forth in the applicable Incremental Assumption Agreement), and
subject to Section 1.07: 
 (a) The
Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the
case of an L/C Credit Extension, the applicable L/C Issuer and the Administrative Agent shall have received a Letter of Credit Application as required by Section 2.05(b). 

(b) Except in the case of an amendment, extension or renewal of a Letter of Credit without any increase in the
stated amount of such Letter of Credit, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date, in each case, with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). 

(c) At the time of and immediately after such Borrowing or L/C Credit Extension (other than an amendment,
extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing. 

Each such Borrowing (subject to the immediately preceding paragraph) and each such L/C Credit Extension shall be deemed to
constitute a representation and warranty by the Borrower on the date of such Borrowing or L/C Credit Extension as to the matters specified in paragraphs (b) and (c) of this Section 4.01. 

  
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 SECTION 4.02. First Credit Event . On or prior to the Closing Date: 

(a) The Administrative Agent (or its counsel) shall have received from each of the Borrower, the L/C Issuer and the Lenders
(i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other
means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. 
 (b)
The Administrative Agent shall have received, on behalf of itself and the Lenders and each L/C Issuer, a written opinion of (i) Latham & Watkins LLP, special New York and England and Wales counsel for the Loan Parties,
(ii) Brownstein Hyatt Farber Schreck, LLP, special Nevada counsel for the Loan Parties and (iii) Goldfarb Seligman & Co., special Israel counsel for the Loan Parties, in each case (A) dated the Closing Date,
(B) addressed to the Administrative Agent, the Lenders and the L/C Issuers and (C) in form and substance consistent with similar transactions for the Borrower and reasonably satisfactory to the Administrative Agent covering such matters
relating to the Loan Documents as the Administrative Agent shall reasonably request. 
 (c) The Administrative Agent shall
have received a certificate of the Secretary, Assistant Secretary, Responsible Officer or similar officer of each Loan Party or, in the case of any UK Subsidiary Loan Party, a certificate of a Director, dated the Closing Date and certifying: 

(i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of
formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of
the jurisdiction of its organization, or (2) otherwise certified by a Responsible Officer of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, 

(ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the
laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official); it being understood that, in the case of any Israeli Subsidiary Loan Party, an extract from the Israeli Registrar of
Companies dated on or about the Closing Date shall be sufficient for the purpose of this clause (c)(ii), 

(iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited
liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, 

(iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors
(or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the
case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, 

(v) in the case of any UK Subsidiary Loan Party, that attached thereto is a true and complete copy of the
resolutions duly passed by the shareholders of such UK Subsidiary Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such UK Subsidiary Loan Party is a party and that such shareholder resolutions have not
been modified, rescinded or amended and are in full force and effect on the Closing Date, 

  
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 (vi) as to the incumbency and specimen signature of each
officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and 

(vii) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to
the knowledge of such person, threatening the existence of such Loan Party. 
 (d) The Administrative Agent shall have
received a completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent),
tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or
similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or
substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). 

(e) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit I and
signed by a Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date. 

(f) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent
invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and
documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document (which amounts may be offset
against the proceeds of the Term B Facility and the Revolving Facility). 
 (g) Except as set forth in
Schedule 5.10 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement” for the purposes of this Section 4.02) and subject to the grace periods
and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived pursuant to the terms hereof) as of the Closing Date. 

(h) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all
documentation and other information required by Section 9.20, to the extent such documentation and other information has been requested not less than ten (10) Business Days prior to the Closing Date. 

(i) The Arrangers shall have received (a) audited consolidated balance sheets and related statements of income,
stockholders’ equity and cash flows of the Borrower and its subsidiaries, for the fiscal years ended December 31, 2017 and December 31, 2018 and (b) unaudited consolidated balance sheets and related statements of income,
stockholders’ equity and cash flows of the Borrower and its subsidiaries, for the fiscal quarter ended June 30, 2019 and the period of the fiscal year then ended, in each case prepared in accordance with GAAP in all material respects. 

(j) [Reserved]. 

  
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 (k) The Administrative Agent shall have received, at least three
(3) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and is not subject to any exemption
thereunder, to the extent requested not less than ten (10) Business Days prior to the Closing Date. 
 (l) On the
Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, (i) all Indebtedness under the Existing Credit Agreement shall have been, or shall be substantially concurrently with the initial borrowing
hereunder, repaid and all commitments thereunder terminated and the Administrative Agent shall have received evidence thereof and (ii) the Borrower shall not have any Indebtedness other than the Term B Facility, the Revolving Facility and other
Indebtedness permitted under Section 6.01. 
 (m) Since December 31, 2018, there shall not have occurred any event
or circumstance that has had or would reasonably be expected to have a Material Adverse Effect. 
 (n) The Borrower shall
have received all material governmental and regulatory approvals necessary to effect the Transactions on the terms contemplated by this Agreement. 

(o) The Borrower shall have delivered to the Administrative Agent a certificate dated as of the Closing Date, to the effect set
forth in Section 4.01(b) and Section 4.02(m) hereof. 
 (p) [Reserved]. 

(q) [Reserved]. 

(r) The Arrangers, the Administrative Agent and the Collateral Agent shall have received (i) evidence as to whether
(1) any Mortgaged Properties are located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (2) the communities in which any such Mortgaged Properties are located are
participating in the National Flood Insurance Program, (ii) if there are any such Mortgaged Properties, the Borrower’s written acknowledgement of receipt of written notification from the Administrative Agent (1) as to the existence of
each such Mortgaged Property and (2) as to whether the communities in which such Mortgaged Properties are located are participating in the National Flood Insurance Program, and (iii) if any such Mortgaged Properties are located in
communities that participate in the National Flood Insurance Program, evidence satisfactory to each of the Arrangers that the applicable Loan Party has obtained flood insurance in respect of such Mortgaged Properties to the extent required under the
applicable regulations of the Board. 
 (s) There shall be no action, suit, proceeding (whether administrative, judicial or
otherwise) or arbitration (whether or not purportedly on behalf of any Loan Party) at law or in equity, or any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration before or by any
federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that are pending or, to the knowledge of the Borrower, threatened against any Loan Party or affecting any property
of any Loan Party, that relate to the Loan Documents or the Transactions. 
 (t) The Loan Parties shall have insurance
complying with the requirements of Section 5.02 in place and in full force and effect, and the Administrative Agent, the Collateral Agent and the Arrangers shall each have received (x) a certificate from the Borrower’s insurance
broker(s) reasonably satisfactory to them stating that such insurance is in place and in full force and effect and (y) copies of all 

  
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policies evidencing such insurance (or a binder, commitment or certificates signed by the insurer or a broker authorized to bind the insurer, in which case copies of the applicable policies shall
be delivered to the Administrative Agent within sixty (60) days after the Closing Date or such later date as the Administrative Agent may agree in its sole discretion) naming the Collateral Agent as an additional insured and as loss payee
(until the Termination Date), in accordance with the terms set forth in Section 5.02. 
 For purposes of determining
compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its
objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing. 

ARTICLE V 
 Affirmative Covenants

 The Borrower covenants and agrees with each Lender that until the Termination Date, unless the Required Lenders shall
otherwise consent in writing, the Borrower will, and will cause each of its Subsidiaries to: 
 SECTION 5.01. Existence;
Businesses and Properties. 
 (a) Do or cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence, except, in the case of a Subsidiary of the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05;
provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such Subsidiaries (to the extent they exceed estimated liabilities) are acquired by the Borrower or a Wholly-Owned Subsidiary of the Borrower in
such liquidation or dissolution, except that the Borrower and Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties (except in each case as otherwise permitted under Section 6.05). 

(b) Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, do or cause to be
done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property Rights, licenses and rights with respect thereto necessary to the normal
conduct of its business, and (ii) at all times maintain and preserve all tangible property necessary to the normal conduct of its business and keep such property in good repair, working order and condition (ordinary wear and tear, casualty and
condemnation excepted), from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be
properly conducted at all times (in each case except as permitted by this Agreement). 
 SECTION 5.02. Insurance.

 (a) Maintain, with financially sound and reputable insurance companies (as determined in good faith by the Borrower),
insurance (subject to customary deductibles and retentions) in such amounts and against such risks as the Borrower reasonably deems appropriate for its business operations (as determined in good faith by the Borrower and it being understood that any
such insurance may be carried pursuant to one or more group or combined insurance policies of any Parent Entity and its 

  
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subsidiaries and any such policy may provide for a pro rata or preferential allocation of proceeds in favor of any one or more properties of such Parent Entity and its subsidiaries) and cause the
Loan Parties to be listed as insured and the Collateral Agent to be listed as a co-loss payee on property and property casualty policies and as an additional insured on liability policies (to the extent customary and available in the applicable
jurisdiction). Notwithstanding the foregoing, the Borrower and the Subsidiaries may self-insure with respect to such risks with respect to which companies of established reputation engaged in the same general line of business in the same general
area usually self-insure (as determined in good faith by the Borrower). 
 (b) With respect to any Mortgaged Properties, if
at any time the area in which the premises described in the applicable Mortgage are located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency)
Borrower and the Subsidiaries shall obtain flood insurance to the extent required to comply with the Flood Insurance Laws. 

(c) In connection with the covenants set forth in this Section 5.02, it is understood and agreed that: 

(i) none of the Administrative Agent, the Lenders, the L/C Issuer and their respective agents or employees
shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02, it being understood that (A) the Loan Parties shall look solely to their insurance companies or any other parties
other than the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the Lenders, any L/C Issuer or their agents or employees. If,
however, the insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then the Borrower, on behalf of itself and behalf of its Subsidiaries, hereby
agrees, to the extent permitted by law, to waive, and further agrees to cause each of its Subsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the Lenders, any L/C Issuer and their agents and employees; 

(ii) the designation of any form, type or amount of insurance coverage by the Administrative Agent under this
Section 5.02 shall in no event be deemed a representation, warranty or advice by the Administrative Agent or the Lenders that such insurance is adequate for the purposes of the business of the Borrower and the Subsidiaries or the protection of
their properties; and 
 (iii) the amount and type of insurance that the Borrower and its Subsidiaries have
in effect as of the Closing Date satisfies for all purposes the requirements of this Section 5.02. 
 SECTION 5.03.
Taxes . Pay and discharge promptly when due all Taxes, imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all material lawful claims which, if unpaid,
might give rise to a Lien (other than a Permitted Lien) upon such properties or any part thereof; provided, however, that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim
where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and the Borrower or the affected Subsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP with
respect thereto or (b) the failure to make payment could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

  
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 SECTION 5.04. Financial Statements, Reports, etc. Furnish to the
Administrative Agent (which will promptly furnish such information to the Lenders): 
 (a) Within 12090 days (or such longer time period as specified in the SEC’s rules and regulations with respect to non-accelerated filers
for the filing of annual reports on Form 10-K) following the end of each fiscal year (commencing with the fiscal year ending December 31, 2019), a consolidated balance sheet and related
statements of operations, cash flows and owners’ equity showing the financial position of the Borrower and its consolidated subsidiaries as of the close of such fiscal year and the consolidated results of their operations during such year and
setting forth in comparative form the corresponding figures for the prior fiscal year, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be accompanied by a customary management’s
discussion and analysis (including key performance indicators) and audited by independent
public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified as to scope of audit or as to the status of the Borrower or any Material Subsidiary as a going concern, other
than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered or potential inability to satisfy a financial maintenance covenant
under any series of Indebtedness on a future date or in a future period) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower and its
consolidated subsidiaries on a consolidated basis in accordance with GAAP (it being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its consolidated subsidiaries shall satisfy the requirements of this
Section 5.04(a) to the extent such annual reports include the information specified herein); 

(b) Within 6045 days
(or such longer time period as specified in the SEC’s rules and regulations with respect to non-accelerated
filers for the filing of quarterly reports on Form 10-Q) (or in the case of the fiscal quarter ending September 30, 2019, within 90 days following the end of such fiscal quarter),
following the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending September 30, 2019), a consolidated balance sheet and related statements of operations and cash flows showing the
financial position of the Borrower and its consolidated subsidiaries as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth
in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be
accompanied by a customary management’s discussion and analysis (including key performance indicators) and certified by a Financial Officer of the Borrower on behalf of the Borrower as fairly presenting, in all material respects, the financial position and results of operations of the Borrower and its consolidated
subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) (it being understood that the delivery by the Borrower of quarterly reports on Form 10-Q of the Borrower and its
consolidated subsidiaries shall satisfy the requirements of this Section 5.04(b) to the extent such quarterly reports include the information specified herein); 

(c) (x) concurrently with any delivery of financial statements under paragraphs (a) or (b) above, a
customary certificate of a Financial Officer of the Borrower (i) certifying that no Event of Default or Default has occurred since the date the last certificate delivered pursuant to this Section 5.04(c) or, if such an Event of Default or
Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) commencing with the fiscal quarter ending on the last day of the first full fiscal quarter
after the 

  
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Closing Date, setting forth computations in reasonable detail calculating the Financial Performance Covenant and the Guarantor Coverage Test, and (y) concurrently with any delivery of
financial statements under paragraph (a) above, if the accounting firm is not restricted from providing such a certificate by its policies, a certificate of the accounting firm opining on or certifying such statements stating whether they
obtained knowledge during the course of their examination of such statements of any Default or Event of Default (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations); 

(d) promptly after the same become publicly available, copies of all periodic and other publicly available
reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by the Borrower or any of the Subsidiaries with the SEC, or after an initial public offering, distributed to its stockholders generally, as
applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this Section 5.04(d) shall be deemed delivered for purposes of this Agreement when posted to the
website of the Borrower or any Parent Entity or the website of the SEC; 
 (e) within 120 days after the beginning of each fiscal year (or such later date as the Administrative Agent may agree), a reasonably detailed consolidated annual budget for such fiscal year
(including a projected consolidated balance sheet of the Borrower and its consolidated subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow and projected income), including a
description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that, the Budget is based on
assumptions believed by such Financial Officer to be reasonable as of the date of delivery thereof; 

(e)
 [reserved]; 

(f) upon the reasonable request of the Administrative Agent not more frequently than once a year unless an
Event of Default has occurred and is continuing, an updated Perfection Certificate (or, to the extent such request relates to specified information contained in the Perfection Certificate, such information) reflecting all changes since the date of
the information most recently received pursuant to this Section 5.04(f) or Section 5.10(g); 
 (g)
promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any of the Subsidiaries (including without limitation with regard to compliance with the USA PATRIOT Act), or
compliance with the terms of any Loan Document, as in each case the Administrative Agent may reasonably request (for itself or on behalf of the Lenders); 

(h) in the event that any Parent Entity reports at such Parent Entity’s level on a consolidated basis,
then such consolidated reporting at such Parent Entity’s level in a manner consistent with that described in paragraphs (a) and (b) of this Section 5.04 for the Borrower will satisfy the requirements of such paragraph;
provided that, such financial statements are accompanied by unaudited consolidating information that explains in reasonable detail the differences between the information relating to such Parent Entity and any of its subsidiaries other than
the Borrower and its subsidiaries, on the one hand, and the information relating to the Borrower and its subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the
Borrower as having been fairly presented in all material respects; 

  
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 (i) no later than ten (10) Business Days after the
delivery of the financial statements required pursuant to clauses (a) and (b) of this Section 5.04 (or such later date as the Administrative Agent may agree), commencing with the financial statements in respect of the first full
fiscal period ending after the Closing Date, the Borrower shall hold a customary conference call for Lenders; provided, that if the Borrower or any Parent Entity hosts a conference call to which the Lenders have access, such conference call
will satisfy the requirements of this Section 5.04(i); 
 (j) promptly after Borrower’s knowledge
thereof, notice of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification; and 

(k) promptly following any request therefor, information and documentation reasonably requested by the
Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable Anti-Money Laundering Laws. 

SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish
to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof: 

(a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if
any) proposed to be taken with respect thereto; 
 (b) the filing or commencement of, or any written threat
or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower or any of the Subsidiaries as to which an
adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; 

(c) any other development specific to the Borrower or any of the Subsidiaries that is not a matter of general
public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; and 

(d) the development or occurrence of any ERISA Event or Foreign Plan Event that, together with all other ERISA
Events or Foreign Plan Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect. 

SECTION 5.06. Compliance with Laws. Comply with all laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property, including ERISA, except that the Borrower and the Subsidiaries need not comply with any laws, rules, regulations and orders of any Governmental Authority then being contested by any of them in good faith by
appropriate proceedings, and except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that this Section 5.06 shall not apply to Environmental
Laws, which are the subject of Section 5.09, or to laws related to Taxes, which are the subject of Section 5.03, or to Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws, which are the subject of Section 3.22. The Loan
Parties will implement and thereafter maintain in effect and enforce policies and procedures reasonably designed to promote compliance in all material respects by the Loan Parties, their Subsidiaries and their respective directors, officers,
employees and agents (in their respective capacities as such) with Anti-Corruption Laws and Sanctions applicable to the Loan Parties and their Subsidiaries. 

  
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 SECTION 5.07. Maintaining Records; Access to Properties and
Inspections. Maintain all financial records in accordance in all material respects with GAAP and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to
visit and inspect the financial records and the properties of the Borrower or any of the Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested (provided, however, that except during the
continuance of an Event of Default, only one visit per calendar year shall be reimbursed by any Loan Party or Subsidiary) and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent
or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of the Borrower or any of its Subsidiaries with the officers thereof
and independent accountants therefor (so long as the Borrower has the opportunity to participate in any such discussions with such accountants), in each case, subject to reasonable requirements of confidentiality, including requirements imposed by
law or by contract. 
 SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans in the manner set forth in
Section 3.12 and not in violation of Section 3.22. 
 SECTION 5.09. Compliance with Environmental Laws .
Comply, and make reasonable efforts to cause all lessees and other persons occupying its properties to comply, with all Environmental Laws applicable to its operations and properties; and obtain and renew all authorizations and permits required
pursuant to Environmental Law for its operations and properties, in each case in accordance with Environmental Laws, except, in each case with respect to this Section 5.09, to the extent the failure to do so would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. 
 SECTION 5.10. Further Assurances; Additional
Security . 
 (a) Execute any and all further documents, financing statements, agreements and instruments, and take all
such further actions (including the filing and recording of financing statements, intellectual property security agreements, fixture filings, Mortgages and other documents and recordings of Liens in stock registries), that the Collateral Agent may
reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties and provide to the Collateral Agent, from time to time
upon reasonable request, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents, subject in each case to paragraph (h) below. With
respect to any Collateral pledged under an Israeli Collateral Agreement, the Borrower shall deliver to the Collateral Agent an original certificate of registration, promptly upon receipt thereof, together with an extract from the Israeli Registrar
of Pledges or the Israeli Registrar of Companies, as applicable, evidencing the registration of the relevant Lien. 
 (b) If
any asset (other than Real Property, which is covered by paragraph (c) below) that has an individual fair market value (as determined in good faith by the Borrower) in an amount greater than $20.0 million that is required to become Collateral
is acquired by any Loan Party after the Closing Date (in each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition thereof and (y) assets
constituting Excluded Property), such Loan Party will (i) promptly as practicable notify the Collateral Agent thereof and (ii) take or cause the Subsidiary Loan Parties to take such actions as shall be reasonably requested by the
Collateral Agent to grant and perfect such Liens (subject to any Permitted Liens), including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties, subject to paragraph (h) below. 

  
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 (c) Promptly notify the Administrative Agent of the acquisition (which for
this clause (c) shall include the improvement of any Real Property that was not Owned Real Property that results in it qualifying as Owned Real Property) of and, unless waived by the Collateral Agent, will grant and cause each of the Subsidiary
Loan Parties to grant to the Collateral Agent security interests in, and mortgages on, such Owned Real Property of any Loan Parties that are not Mortgaged Property as of the Closing Date, to the extent acquired after the Closing Date, within 90 days
after such acquisition (or such later date as the Collateral Agent may agree in its reasonable discretion), pursuant to documentation in such form as is reasonably satisfactory to the Collateral Agent (each, an “Additional
Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens at the time of recordation thereof, record or file, and cause each such Subsidiary Loan Party to record or file, the Additional
Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Mortgages and
pay, and cause each such Subsidiary Loan Party to pay, in full, all fees and other charges required to be paid in connection therewith, in each case subject to paragraph (h) below. Unless otherwise waived by the Collateral Agent, with respect
to each such Additional Mortgage, the Borrower shall deliver to the Collateral Agent contemporaneously therewith opinions of local counsel, a title insurance policy and a survey and otherwise comply with the Collateral and Guarantee Requirements
applicable to Mortgages and Mortgaged Property. 
 (d) If any additional direct or indirect Subsidiary of the Borrower is
formed or acquired after the Closing Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Wholly-Owned Domestic
Subsidiary or a Wholly-Owned Subsidiary organized or incorporated under the laws of England and Wales or Israel (in each case, other than an Excluded Subsidiary), within fifteen (15) Business Days after the date such Wholly-Owned Domestic
Subsidiary or such Wholly-Owned Subsidiary organized or incorporated under the laws of England and Wales or Israel is formed or acquired (or such longer period as the Collateral Agent may reasonably agree), notify the Collateral Agent thereof and,
within twenty (20) Business Days after the date such Wholly-Owned Domestic Subsidiary or such Wholly-Owned Subsidiary organized or incorporated under the laws of England and Wales or Israel is formed or acquired or such longer period as the
Collateral Agent shall agree (or, with respect to clauses (g) and (h) of the definition of “Collateral and Guarantee Requirement,” within 90 days after such formation or acquisition or such longer period as set forth therein or
as the Collateral Agent may agree in its reasonable discretion, as applicable), cause the Collateral and Guarantee Requirement to be satisfied with respect to such Wholly-Owned Domestic Subsidiary or such Wholly-Owned Subsidiary organized or
incorporated under the laws of England and Wales or Israel and with respect to any Equity Interest in or Indebtedness of such Wholly-Owned Domestic Subsidiary or such Wholly-Owned Subsidiary organized or incorporated under the laws of England and
Wales or Israel owned by or on behalf of the Borrower or any Domestic Subsidiary Loan Party, subject in each case to paragraph (h) below. If a Foreign Subsidiary Loan Party transfers all or substantially all of its assets to another
Wholly-Owned Subsidiary that is a Foreign Subsidiary of the Borrower that is not a Foreign Subsidiary Loan Party, then within ten (10) Business Days after the date of such transfer or such longer period as the Collateral Agent shall agree, the
Borrower shall cause such Foreign Subsidiary to become a Foreign Subsidiary Loan Party, cause the Collateral and Guarantee Requirement to be satisfied with respect to such Foreign Subsidiary Loan Party and, if 100% of the Equity Interests in such
Foreign Subsidiary Loan Party that transferred such assets were previously pledged prior to such transfer, cause 100% of the issued and outstanding Equity Interests in such Foreign Subsidiary to be pledged to the Collateral Agent. 

(e) If any additional Subsidiary of the Borrower (other than a Subsidiary contemplated by paragraph (d) above) is formed
or acquired after the Closing Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary constitutes a “first
tier” Subsidiary of the Borrower or a Domestic 

  
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Subsidiary Loan Party, within fifteen (15) Business Days after the date such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree), notify the Collateral
Agent thereof and, within twenty (20) Business Days after the date such Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, cause the Collateral and Guarantee Requirement to be satisfied with respect to
any Equity Interest in such Subsidiary owned by or on behalf of the Borrower or any Domestic Subsidiary Loan Party, subject in each case to paragraph (h) below. 

(f) If the certificate of a Financial Officer of the Borrower delivered pursuant to Section 5.04(c) for any fiscal period
(commencing with the first full fiscal quarter ending after the Closing Date) demonstrates that the Guarantor Coverage Test was not satisfied as of the last day of the fiscal period for which such certificate was delivered, then within thirty
(30) Business Days after the date such certificate was required to be delivered pursuant to Section 5.04(c) (or such longer period as the Administrative Agent may agree), cause the Collateral and Guarantee Requirement to be satisfied with
respect to sufficient additional Subsidiaries (which shall be selected by the Borrower in its sole discretion) and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of the Borrower or any Domestic
Subsidiary Loan Party, subject in each case to paragraph (h) below, such that, with the addition of such Subsidiaries as Subsidiary Loan Parties, the Guarantor Coverage Test would have been satisfied as of the last day of such fiscal period;
provided, that for the avoidance of doubt, any failure to satisfy the Guarantor Coverage Test as of the last day of the fiscal period for which such certificate was delivered shall not, by itself, constitute a Default or an Event of Default
under this Agreement. 
 (g) Furnish to the Collateral Agent promptly (and in any event within 30 days after such change)
written notice of any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure, (C) in any Loan Party’s organizational identification number or
(D) in any Loan Party’s jurisdiction of organization; provided, that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform
Commercial Code or otherwise that are required in order for the Collateral Agent to continue (to the extent required hereunder) at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the
benefit of the Secured Parties with the same priority as prior to such change. 
 (h) The Collateral and Guarantee
Requirement and the other provisions of this Section 5.10 and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to any Excluded Property. Notwithstanding anything to the contrary in this
Agreement, any Security Document, or any other Loan Document, (A) the Administrative Agent may grant extensions of time or waiver of requirement for the grant or perfection of security interests in or the obtaining of insurance (including title
insurance) and surveys with respect to particular assets (including extensions beyond the Closing Date or the Second
Amendment Effective Date, as applicable, for the grant or perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with
the Borrower, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the other Loan Documents, (B) no foreign law
governed security documents or grant or perfection actions under foreign law shall be required except with respect to pledges of the Equity Interests in, and assets of, Foreign Subsidiary Loan Parties (in which case such documents (including any
intellectual property security agreements or filings) and grant or perfection actions (i) shall be limited to the jurisdictions of formation or incorporation of the Loan Parties (provided that, for the avoidance of doubt, perfection
actions (including any intellectual property filings) with respect to the intellectual property of any Loan Party at any national registry in the jurisdiction of formation or incorporation of such Loan Party or any other Loan Party or at any
European supra-national intellectual property registry, in each case, shall not be prohibited by this subclause (B)(i)) and (ii) shall be permitted to be delivered on or prior to the date that is 10 Business Days after the Closing Date or the Second Amendment Effective Date, as applicable (or such
longer 

  
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period as the Administrative Agent may determine in its reasonable discretion)), (C) no landlord, mortgagee or bailee waivers shall be required, (D) no notice shall be required to be
sent to account debtors or other contractual third parties prior to an acceleration of the Obligations under this Agreement pursuant to Section 7.01, (E) Liens required to be granted from time to time pursuant to, or any other requirements
of, the Collateral and Guarantee Requirement and the Security Documents shall be subject to exceptions and limitations set forth in the Security Documents and, to the extent appropriate in the applicable jurisdiction, as otherwise agreed between the
Administrative Agent and the Borrower, (F) to the extent any Mortgaged Property is located in a jurisdiction with mortgage recording or similar tax, the amount secured by the Security Document with respect to such Mortgaged Property shall be
limited to the fair market value of such Mortgaged Property as determined in good faith by the Borrower (subject to any applicable laws in the relevant jurisdiction or such lesser amount agreed to by the Administrative Agent), (G) there shall
be no control, lockbox or similar arrangements nor any control agreements relating to the Borrower’s and its subsidiaries’ bank accounts (including deposit, securities or commodities accounts), (H) the Administrative Agent and the
Borrower may make such modifications to the Security Documents, and execute and/or consent to such easements, covenants, rights of way or similar instruments (and Administrative Agent may agree to subordinate the lien of any mortgage to any such
easement, covenant, right of way or similar instrument or record or may agree to recognize any tenant pursuant to an agreement in a form and substance reasonably acceptable to the Administrative Agent), as are reasonable or necessary in connection
with any project or transactions otherwise permitted hereunder, (I) other than with respect to clauses (h)(i) and (h)(ii) of the definition of “Collateral and Guarantee Requirement”, clause (h) of the definition of
“Collateral and Guarantee Requirement” shall not be required to be satisfied with respect to any Mortgaged Property that has a fair market value of less than $20.0 million (as determined by the Borrower in good faith) and (J) any Lien
or security interest granted by a Foreign Subsidiary Loan Party pursuant to any Loan Document on any assets or property of any Foreign Subsidiary Loan Party shall secure only such Foreign Subsidiary Loan Party’s obligations under the Guarantee
Agreement, and no Agent or Lender may exercise any remedies against such Foreign Subsidiary Loan Party under any Loan Document except after the occurrence and during the continuance of a default in such Foreign Subsidiary Loan Party’s
obligations under the Guarantee Agreement. 
 (i) The Borrower shall, or shall cause the applicable Loan Parties to, satisfy
the requirements listed on Schedule 5.10 within the timeframes indicated thereon. 
 SECTION 5.11. Business of the
Borrower and the Subsidiaries. Conduct their business in the ordinary course of business substantially similarly to the business or business activity conducted or anticipated to be conducted by any of them on or following the ClosingSecond Amendment Effective Date after
giving effect to the Second Amendment Transactions or any
Similar Business. 
 SECTION 5.12. Rating. Exercise commercially reasonable efforts to maintain
(a) public ratings (but not to obtain a specific rating) from Moody’s and S&P for the Term
BB-1 Loans and (b) public
corporate credit ratings and corporate family ratings (but, in each case, not to obtain a specific rating) from Moody’s and S&P in respect of the Borrower. 

SECTION 5.13. Board of Directors; Audit Committee . On or prior to June 30, 2020, (i) appoint two additional directors to the Board of Directors of the Borrower that are “independent” (within the meaning of the listing
rules of the NYSE or NASDAQ), (ii) establish an audit committee pursuant to a charter approved by the Board of Directors of the Borrower (and which committee shall include the directors appointed pursuant to the preceding clause (i)) which
shall consist of at least two directors from the Board of Directors of the Borrower, each of which (or, if there are more than two directors on the audit committee, a majority of which) must be “independent” (within the meaning of the
listing rules of the NYSE or NASDAQ) and (iii) establish policies relating to related party transactions requiring that all transactions by the Borrower or any Subsidiary with Affiliates  

  
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of the Borrower (other than transactions of the type described in Section 6.07(b)) must be on terms no less favorable to the
Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate. 

ARTICLE VI 
 Negative Covenants

 The Borrower covenants and agrees with each Lender that, until the Termination Date, unless the Required Lenders (or, in
the case of Section 6.10, the Required Revolving Facility Lenders voting as a single Class) shall otherwise consent in writing, the Borrower will not, and will not permit any of its Subsidiaries to: 

SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except: 

(a) (i) Indebtedness existing or committed on the
ClosingSecond Amendment Effective
Date (provided, that any Indebtedness that is in excess of $15.0 million individually is set forth on Schedule 6.01) and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness (or in the case of a letter of
credit, any replacement, renewal or extension of such letter of credit) (other than intercompany indebtedness Refinanced with Indebtedness owed to a person not affiliated with the Borrower or any Subsidiary) and (ii) intercompany Indebtedness
existing or committed on the ClosingSecond
Amendment Effective Date and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that other than in the case of intercompany current liabilities incurred in the ordinary course of business
in connection with the cash management, tax and accounting operations of the Borrower and the subsidiaries and other than obligations or liabilities under any Operations Services Agreement, (x) all such Indebtedness, if owed to a Loan Party,
shall be evidenced by the Global Intercompany Note or other promissory note and shall be subject to a first priority Lien pursuant to the applicable Security Document
(to the extent required by such Security Documents) and
(y) any Indebtedness of a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Loan Obligations under this Agreement on subordination terms as described in the Global Intercompany Note or on other subordination
terms reasonably satisfactory to the Administrative Agent and the Borrower; 
 (b) Indebtedness
created hereunder (including pursuant to Section 2.21) and under the other Loan Documents and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; 

(c) Indebtedness of the Borrower or any Subsidiary pursuant to Swap Agreements not entered into for speculative
purposes; 
 (d) Indebtedness owed to (including obligations in respect of letters of credit or bank
guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to
reimbursement or indemnification obligations to such person, in each case in the ordinary course of business or consistent with past practice or industry practices; 

(e) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other
Subsidiary; provided, that other than in the case of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management, tax and accounting operations of the Borrower and the subsidiaries and
other than obligations and 

  
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liabilities under any Operations Services Agreement, (i) all such Indebtedness, if owed to a Loan Party, shall be evidenced by the Global Intercompany Note or other promissory note and shall
be subject to a first priority Lien pursuant to the applicable Security Document (to the extent required by such
Security Documents) and (ii) (x) Indebtedness of any Subsidiary that is not a Loan Party owing to any Loan Parties shall be subject to Section 6.04 and (y) Indebtedness of
any Loan Party to any Subsidiary that is not a Loan Party (the “Subordinated Intercompany Debt”) shall be subordinated to the Loan Obligations under this Agreement on subordination terms as described in the Global Intercompany Note
or on other subordination terms reasonably satisfactory to the Administrative Agent and the Borrower; 

(f) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion
guarantees and similar obligations, in each case provided in the ordinary course of business or consistent with past practice or industry practices, including those incurred to secure health, safety and environmental obligations in the ordinary
course of business or consistent with past practice or industry practices; 
 (g) Indebtedness arising from
the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; 

(h) (i) Indebtedness of a Subsidiary acquired after the Closing Date or an entity merged into or
consolidated or amalgamated with the Borrower or any Subsidiary
after the Closing Date and Indebtedness otherwise incurred
or assumed by the Borrower or any Subsidiary in connection with the acquisition of assets or Equity Interests
or any other permitted Investment (in each case, including
a Permitted Business Acquisition), where such Investment,
acquisition, merger, consolidation or amalgamation, as applicable, is not prohibited by this Agreement; provided, (A) to the extent required by the lenders providing such Indebtedness, no Event of Default shall have occurred and be
continuing or would result therefrom, (B) in the case of any such Indebtedness secured by a Lien on the Collateral that is pari passu in right of security
with the Liens securing the Obligations, the Senior, the Total Secured Leverage Ratio on a Pro Forma Basis immediately after giving effect to such
Investment, acquisition, merger, consolidation or
amalgamation, the assumption or incurrence of such
Indebtedness and the use of proceeds thereof and any related transactions is not greater than, at the Borrower’s election, (I) 2.75 to 1.00 or (II)
the Senior Secured Leverage Ratio immediately prior to such acquisition, merger, consolidation or amalgamation, (C) in the case of any such Indebtedness secured by Liens on Collateral that are junior in right of security to the Liens securing
the Obligations, the Total Secured Leverage Ratio on a Pro Forma Basis immediately after giving effect to such acquisition, merger, consolidation or amalgamation, the assumption of such Indebtedness and the use of proceeds thereof and any related
transactions is not greater than, at the Borrower’s election, (I) 2.753.50 to 1.00 or (II) the Total Secured Leverage Ratio immediately prior to such acquisition, merger, consolidation or amalgamation,
(DC) in the case of any other such Indebtedness, the Total LeverageFixed Charge Coverage Ratio on a Pro Forma Basis immediately after
giving effect to such Investment, acquisition, merger,
consolidation or amalgamation, the assumption or incurrence
of such Indebtedness and the use of proceeds thereof and any related transactions is not greaterless than, at the Borrower’s election, (I) 2.752.00 to 1.00 or (II) the Total LeverageFixed Charge Coverage Ratio immediately prior to such acquisition,
merger, consolidation or amalgamation and
(ED) the aggregate outstanding principal amount of Indebtedness incurred
(but not assumed) by Subsidiaries that are not Loan Parties
under this clause (h)(i), together with the aggregate
outstanding principal amount of Indebtedness incurred by Subsidiaries that are not Loan Parties pursuant to Section 6.01(r) and(i), Section 6.01(s) and Section 6.01(ee)(i), shall not exceed $50.0 million;the greater
of $200.0 million and 0.25 times EBITDA calculated on a Pro Forma  

  
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Basis for the then most recently ended Test Period; provided,
further, that the incurrence (but not assumption) of any Indebtedness for borrowed money pursuant to this clause (h)(i) incurred in contemplation of such Investment, acquisition, merger, consolidation or amalgamation shall be subject to the last
paragraph of this Section 6.01 and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; 

(i) (i) Capital Lease Obligations, mortgage financings and other purchase money Indebtedness incurred by
the Borrower or any Subsidiary prior to or within 270 days after the acquisition, lease, construction, repair, replacement or improvement of the respective property (real or personal, and whether through the direct purchase of property or the Equity
Interests in any person owning such property) permitted under this Agreement in order to finance such acquisition, lease, construction, repair, replacement or improvement, in an aggregate outstanding principal amount not to exceed the greater of $100.0 million and 0.115 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, and (ii) any Permitted Refinancing Indebtedness in respect thereof; 

(j) Capital Lease Obligations incurred by the Borrower or any Subsidiary in respect of any Sale and Lease-Back
Transaction that is permitted under Section 6.03, and any Permitted Refinancing Indebtedness in respect thereof; 

(k) other Indebtedness of the Borrower or any Subsidiary, in an aggregate principal amount that at the time of,
and immediately after giving effect to, the incurrence thereof, would not exceed
$100.0the greater of $200.0 million and 0.25 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, and any Permitted Refinancing Indebtedness in respect thereof; 

(l) Indebtedness of the Borrower or any Subsidiary in an aggregate outstanding principal amount not greater
than 100% of the amount of net cash proceeds received by the Borrower from Excluded Debt Contributions; 

(m) Guarantees (i) by the Borrower or any Subsidiary Loan Party of the Indebtedness or other obligations
of the Borrower or any Subsidiary Loan Party permitted to be incurred under this Agreement, (ii) by any Loan Party of Indebtedness or other obligations otherwise permitted hereunder of any Subsidiary that is not a Subsidiary Loan Party to the
extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(w)), (iii) by any Subsidiary that is not a Subsidiary Loan Party of Indebtedness or other obligations of another Subsidiary that is not a Subsidiary Loan
Party and (iv) by the Borrower or any Subsidiary Loan Party of Indebtedness or other obligations of Subsidiaries that are not Subsidiary Loan Parties incurred for working capital purposes in the ordinary course of business on ordinary business
terms so long as such Indebtedness is permitted to be incurred under Section 6.01(s); provided, that (x) Guarantees by any Loan Party under this Section 6.01(m) of any other Indebtedness of a person that is subordinated to
other Indebtedness of such person shall be subordinated to the Loan Obligations to at least the same extent such underlying Indebtedness is so subordinated; 

(n) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for indemnification,
adjustment of purchase or acquisition price, deferred purchase price or similar obligations (including earn outs and retention payments), in each case, incurred or assumed in connection with the Transactions, the Second Amendment Transactions and any Permitted Business
Acquisition, other Investments or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; 

  
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 (o) Indebtedness in respect of letters of credit, bank
guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business or consistent with past practice
or industry practice; 
 (p) Indebtedness supported by a Letter of Credit, in a principal amount not in
excess of the stated amount of such Letter of Credit; 
 (q) Indebtedness consisting of (i) the
financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 

(r) (i) other Indebtedness of the Borrower or any Subsidiary so long as (A) to the extent required
by the lenders providing such Indebtedness, no Event of Default shall have occurred and be continuing or would result therefrom (provided that if such Indebtedness is established for a purpose other than financing any Permitted Business
Acquisition or any other acquisition or Investment that is permitted by this Agreement, no Event of Default under Section 7.01(b), (c), (h) (with respect to the Borrower) or (i) (with respect to the Borrower) shall have occurred and
be continuing or would result therefrom) and (B) after giving effect to the issuance, incurrence or assumption of such Indebtedness (x) in the case of Indebtedness that is secured by a Lien on the Collateral that is pari passu in right of security with the Term B Loans or the Initial Revolving Loans, the Senior Secured Leverage Ratio on a Pro Forma Basis is not greater than
2.75 to 1.00 (y) in the case of Indebtedness that is secured by a Lien on the Collateral that is junior in right of security to the Term B Loans and the Initial Revolving Loans, the, the Total Secured Leverage Ratio on a Pro Forma Basis is not greater
than 2.75 to
1.00, at the Borrower’s election, (I) 3.50 to 1.00 or (II) if such Indebtedness is issued,
incurred or assumed to finance a Permitted Business Acquisition or other Investment permitted hereunder, the Total Secured Leverage Ratio immediately prior to giving effect to such Permitted Business Acquisition or permitted Investment and
(zy) in the case of
unsecuredany
other Indebtedness, the Total LeverageFixed Charge Coverage Ratio on a Pro Forma Basis is not greater than 2.75 to
1.00less than, at the Borrower’s election, (i) 2.00 to 1.00 or (ii) if such Indebtedness
is issued, incurred or assumed to finance a Permitted Business Acquisition or other Investment permitted hereunder, the Fixed Charge Coverage Ratio immediately prior to giving effect to such Permitted Business Acquisition or permitted
Investment; provided, however, that (I) the aggregate outstanding principal amount of Indebtedness incurred by Subsidiaries that are not Loan Parties under this clause
(r)(i), together with the aggregate outstanding principal
amount of Indebtedness incurred by Subsidiaries that are not Loan Parties pursuant to Section 6.01(h) and(i), Section 6.01(s) and Section 6.01(ee)(i), shall not exceed $50.0the greater of
$200.0 million and 0.25 times the EBITDA calculated on a
Pro Forma Basis for the then most recently ended Test Period, (II) the Net Proceeds of any Indebtedness incurred pursuant to this Section 6.01(r)(i) at such time shall not be netted for purposes of the calculation of
the Senior Secured Leverage Ratio, the Total Secured Leverage Ratio and the Total LeverageFixed Charge
Coverage Ratio in respect of such incurrence, as applicable, (III) any Indebtedness
for borrowed money issued or incurred (but not assumed) pursuant to Section 6.01(r)(i) shall be subject
to the last paragraph of Section 6.01 and (IV) any U.S. dollar denominated Indebtedness for borrowed money
issued or incurred (but not assumed) pursuant to Section 6.01(r)(i)(x) that is a broadly syndicated term
“B” loan secured by a Lien on the Collateral that is pari passu in right of security with the Term
BB-1
 Loans shall be subject to the requirements of Section 2.21(b)(viii) to the same extent as if such Indebtedness was incurred in the form of Other Term Loans; provided that this clause (IV) shall not apply to any Indebtedness issued or incurred pursuant to this Section 6.01(r)
that (A) is issued or incurred after the six-month anniversary of the Second Amendment Effective  

  
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Date or (B) has an outside maturity date greater than two
years after the Term B-1 Facility Maturity Date; and (ii) Permitted Refinancing Indebtedness in respect thereof; 

(s) Indebtedness of Subsidiaries that are not Subsidiary Loan Parties in an aggregate outstanding principal
amount, together with the aggregate outstanding principal amount of Indebtedness incurred by Subsidiaries that are not Loan Parties pursuant to Section 6.01(h)
and(i),
Section 6.01(r)(i) and Section 6.01(ee)(i), not
to exceed $50.0the greater of
$200.0 million and 0.25 times the EBITDA calculated on a Pro Forma Basis for the then most
recently ended Test Period and any Permitted Refinancing Indebtedness in respect thereof; 

(t) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any
Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided, that such obligations are incurred in connection with open accounts extended by suppliers on
customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Swap Agreements; 

(u) Indebtedness representing deferred compensation to employees, consultants or independent contractors of the
Borrower (or, to the extent such work is done for the Borrower or its Subsidiaries, any direct or indirect parent thereof) or any Subsidiary incurred in the ordinary course of business; 

(v) Indebtedness in connection with Permitted Receivables Financings in an aggregate principal amount
outstanding that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, would not exceed
the greater of $25.0 million and 0.03 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period; 
 (w) Indebtedness of the Borrower and the Subsidiaries
incurred under lines of credit or overdraft facilities (including, but not limited to, intraday, ACH and purchasing card/T&E services) extended by one or more financial institutions reasonably acceptable to the Administrative Agent or by one or
more of the Lenders or their Affiliates and (in each case) established for the Borrower’s and its Subsidiaries’ ordinary course of operations (such Indebtedness, the “Overdraft Line”), which Indebtedness may be secured
under the Security Documents; 
 (x) Indebtedness of, or incurred on behalf of, or representing Guarantees of
Indebtedness of, joint ventures not in excess, at any one time outstanding, of
$75.0the greater of $100.0 million and 0.115 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, and any Permitted Refinancing Indebtedness in respect thereof; 

(y) [Reserved];(i) Indebtedness in respect of the Senior Unsecured Notes in an aggregate principal amount outstanding pursuant to this
Section 6.01(y)(i) not to exceed $600.0 million and (ii) any Permitted Refinancing Indebtedness in respect thereof; 

(z) [Reserved]; 

(aa) Indebtedness consisting of Indebtedness issued by the Borrower or any Subsidiary to current or former
officers, directors and employees thereof or of any Parent Entity, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests in the Borrower or any Parent Entity permitted by Section 6.06;


  
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 (bb) Indebtedness consisting of obligations of the Borrower
or any Subsidiary under deferred compensation or other similar arrangements incurred by such person in connection with the
Transactions, the Second Amendment Transactions and
Permitted Business Acquisitions or any other Investment permitted hereunder; 
 (cc) Indebtedness of
the Borrower or any Subsidiary to or on behalf of any joint venture (regardless of the form of legal entity) or
other subsidiary that is not a Subsidiary arising in the ordinary course of business in connection with the cash management, tax and accounting operations (including with respect to
intercompany self-insurance arrangements) of the Borrower and the subsidiaries and any Permitted Refinancing Indebtedness in respect thereof; 

(dd) Refinancing Notes and any Permitted Refinancing Indebtedness incurred in respect thereof; 

(ee) (i)
 Indebtedness of the Loan Parties that is either unsecured or secured by Liens ranking junior to the Liens
securing the Obligations or secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the Obligations
andor the Subsidiaries the aggregate outstanding
principal amount of which does not, at the time of
issuance, incurrence or assumption, exceed the Incremental Amount available at such
time and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided (1) if such Indebtedness is secured by Liens on the
Collateral that are junior in right of security to the Liens securing the Obligations or is unsecured, the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the date that
is ninety one (91) days following the Term B Facility Maturity Date in effect on the date of incurrence (other than the customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after
an event of default), (2); provided
(1) subject to clause (43) below, the Indebtedness incurred shall be subject to the
requirements of (x), in the case of term Indebtedness, Section 2.21(b)(i), (ii), (iii), and (iv), (ix) and (x) or (y) in the case of revolving Indebtedness, Section 2.21(b)(v), (vi), and (vii), (ix) and (x), in each case, as if such Indebtedness
incurred under this Section 6.01(ee)(i) were
Incremental Term Loans or Incremental Revolving Facility Commitments, as applicable, (32) any U.S. dollar denominated Indebtedness for borrowed money issued or incurred (but not assumed) pursuant to this Section 6.01(ee) that isin the form of
broadly syndicated U.S.-dollar denominated term “B” loans that are secured by a Lien on the Collateral that is pari passu in right of security with the Term BB-1 Loans shall be subject to the requirements of Section 2.21(b)(viii) to the same extent as if such Indebtedness was incurred in the form of Other Term Loans, (4); provided that this
clause (2) shall not apply to any Indebtedness issued
or incurred pursuant to this Section 6.01(ee) that
(A) is incurred after the six-month anniversary of the Second Amendment Effective Date or (B) has an outside maturity date greater than two years after the Term B-1 Facility Maturity Date, (3) any Indebtedness issued or incurred
pursuant to this Section 6.01(ee)(i) in the form of a customary bridge facility will not be subject to the provisions of clause (1) above or Section 2.21(b)(i), (iii) or (iv),
so long as the facility into which such bridge facility is to be converted satisfies such provisions and, (54) to the extent required by the lenders providing such Indebtedness, no Event of Default shall have occurred and be continuing or would result therefrom (provided that if such Indebtedness is
established for a purpose other than financing any Permitted Business Acquisition or any other acquisition or Investment that is permitted by this Agreement, no Event of Default under Section 7.01(b), (c), (h) (with respect to the
Borrower) or (i) (with respect to the Borrower) shall have occurred and be continuing or would result
therefrom) and (5) the aggregate outstanding principal amount of Indebtedness incurred by Subsidiaries that
are not Loan Parties under this clause (ee)(i), together with the aggregate outstanding principal amount of Indebtedness incurred by Subsidiaries that are not Loan Parties pursuant to 


  
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Section 6.01(h)(i), Section 6.01(r)(i) and
Section 6.01(s), shall not exceed the greater of $200.0 million and 0.25 times EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period; provided that a certificate of a Financial Officer of the Borrower
delivered to Administrative Agent in good faith at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the
issuance, incurrence or assumption of such indebtedness, together with a reasonably
detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement
shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement and in the case of any such Indebtedness, no Subsidiary of the Borrower is a borrower
or guarantor other than any Subsidiary Loan Party which shall have previously or substantially concurrently Guaranteed the
Obligations;(ii) Permitted Refinancing Indebtedness in respect thereof; 

(ff) (i) Discharged Indebtedness and (ii) Escrowed Indebtedness; provided that, in the case of this
clause (ii) from and after the release of such Indebtedness from escrow, it shall no longer be deemed Escrowed Indebtedness under this Agreement; 

(gg) Obligations in respect of Cash Management Agreements; 

(hh) to the extent constituting Indebtedness, agreements to pay service fees to professionals (including
architects, coders, software engineers and designers) in furtherance of and/or in connection with any project, in each case to the extent such agreements and related payment provisions are reasonably consistent with commonly accepted industry
practices (provided that no such agreements shall give rise to Indebtedness for borrowed money); and 

(ii) all premium (if any, including tender premiums), expenses, defeasance costs, interest (including
post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (hh) above. 

For purposes of determining compliance with this Section 6.01, the amount of any Indebtedness denominated in any currency
other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) on or prior to the Closing
Date, on the Closing Date and, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) after the Closing Date, 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 relevant currency exchange rate in effect 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 (including tender premiums), defeasance costs and other costs and expenses incurred in connection with such refinancing. 

For purposes of determining compliance with Section 6.01 and the calculation of the Incremental Amount, if the use of
proceeds from any incurrence, issuance or assumption of Indebtedness is to fund the Refinancing of any Indebtedness, then such Refinancing shall be deemed to have occurred substantially simultaneously with such incurrence, issuance or assumption so
long as (1) such Refinancing occurs on the same Business Day as such incurrence, issuance or assumption, (2) if such proceeds will be 

  
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offered (through a tender offer or otherwise) to the holders of such Indebtedness to be Refinanced, the proceeds thereof are deposited with a trustee, agent or other representative for such
holders pending the completion of such offer on the same Business Day as such incurrence, issuance or assumption (and such proceeds are ultimately used in the consummation of such offer or otherwise used to Refinance Indebtedness), (3) if such
proceeds will be used to fund the redemption, discharge or defeasance of such Indebtedness to be Refinanced, the proceeds thereof are deposited with a trustee, agent or other representative for such Indebtedness pending such redemption, discharge or
defeasance on the same Business Day as such incurrence, issuance or assumption or (4) the proceeds thereof are otherwise set aside to fund such Refinancing pursuant to procedures reasonably agreed with the Administrative Agent. 

Further, for purposes of determining compliance with this Section 6.01, (A) Indebtedness need not be permitted
solely by reference to one category of permitted Indebtedness (or any portion thereof) described in Sections 6.01(a) through (ii) (including, for the avoidance of doubt, with respect to the clauses set forth in the definition of
“Incremental Amount”) but may be permitted in part under any combination thereof, (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or
any portion thereof) described in Sections 6.01(a) through (ii) (including, for the avoidance of doubt, with respect to the clauses set forth in the definition of “Incremental Amount”), the Borrower may, in its sole discretion,
classify or dividereclassify, or later divide,
classify or reclassify (as if incurred at such later time) such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.01 and at the time of incurrence or, classification or reclassification will be entitled to only include the amount
and type of such item of Indebtedness (or any portion thereof) in any of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such
clause or clauses (or any portion thereof) without giving pro forma effect to such item (or portion thereof) when calculating the amount of Indebtedness that may be incurred
or, classified
or reclassified pursuant to any other clause (or
portion thereof) at such time; provided, that all Indebtedness outstanding on the
ClosingSecond Amendment Effective
Date under this Agreement shall at all times be deemed to have been incurred pursuant to Section 6.01(b). In addition, with respect to any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any Increased
Amount of such Indebtedness shall also be permitted hereunder after the date of such incurrence. 
 With respect to
any Indebtedness for borrowed money incurred
underissued or incurred (other than assumed Indebtedness) under Section 6.01(h)(i) (solely to the extent set forth
therein) and Section 6.01(r)(i), (A) in the form of term Indebtedness, (1) the stated maturity date of any such Indebtedness shall be no earlier than the Term
BB-1 Facility Maturity Date as in
effect at the time such Indebtedness is incurred (provided that this clause (1) shall not apply to bridge facilities allowing extensions on customary terms to a date that is no earlier than the Term BB-1 Facility Maturity Date in effect on the
date of incurrence) and (2) the Weighted Average Life to Maturity of such Indebtedness shall be no shorter than the remaining Weighted Average Life to Maturity of the Term
BB-1 Loans in effect at the time
such Indebtedness is incurred (provided that this clause (2) shall not apply to bridge facilities allowing extensions on customary terms to a date that is no earlier than the Term B Facility Maturity Date in effect on the date of
incurrence), (B) in the form of revolving Indebtedness, (1) the stated maturity date of any such Indebtedness shall be no earlier than the Revolving Facility Maturity Date with respect to the Initial Revolving Loans as in effect at the
time such Indebtedness is incurred and (2) the Weighted Average Life to Maturity of such Indebtedness shall be no shorter than the remaining Weighted Average Life to Maturity of the Initial Revolving Loans in effect at the time such
Indebtedness is incurred and (C) such Indebtedness does not have mandatory redemption features (other than customary asset sale, insurance, condemnation and insurance proceeds events, issuance of indebtedness proceeds events, change of control
offers or events of default or, if term loans, excess cash flow prepayments, applicable to periods before the Term
BB-1 Facility Maturity Date as in
effect at the time such Indebtedness is incurred) that could result in redemptions 

  
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of such Indebtedness prior to the Term
BB-1 Facility Maturity Date as in
effect at the time such Indebtedness in incurred. 
 SECTION 6.02. Liens. Create, incur, assume or permit to exist
any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) at the time owned by it or on any income or revenues or rights in respect of any thereof, except the following (collectively,
“Permitted Liens”): 
 (a) Liens on property or assets of the Borrower and the Subsidiaries
existing or committed on the ClosingSecond
Amendment Effective Date (or created following the
ClosingSecond Amendment Effective
Date pursuant to agreements in existence on the
ClosingSecond Amendment Effective
Date requiring the creation of such Liens) and, to the extent securing Indebtedness in an aggregate principal amount in excess of $15.0 million individually shall only be permitted under this Section 6.02(a) to the extent such Lien is set forth
on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided, that such Liens shall secure only those obligations that they secure or are committed to secure on the ClosingSecond Amendment Effective Date (and
any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 6.01(a) (or in the case of a letter of credit, any replacement, renewal or extension of such letter of credit permitted by Section 6.01(a))) and
shall not subsequently apply to any other property or assets of the Borrower or any Subsidiary other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products
thereof; 
 (b) any Lien created under the Loan Documents (including, without limitation, Liens created under
the Security Documents securing obligations in respect of Secured Swap Agreements, Secured Cash Management Agreements and the Overdraft Line secured pursuant to the Security Documents) or permitted in respect of any Mortgaged Property by the terms
of the applicable Mortgage; 
 (c) (i) Liens on assets of a Person (or its subsidiaries) existing at the
time such Person is acquired or merged with or into or consolidated or amalgamated with the Borrower or any Subsidiary (and not created in connection with or in anticipation or contemplation
thereof) (and extensions of such Liens);
provided, however, that such Liens do not extend to assets not subject to such Liens at the time of acquisition (other than improvements and attachments thereon, accessions thereto and proceeds thereof) and are no more favorable to the
lienholders than the existing Lien and (ii) any Lien on any property or asset of the Borrower or any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section 6.01(h); provided, that (A) in the
case of Liens that do not extend to the Collateral, such Lien does not apply to any other property or assets of the Borrower or any of the Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset and
accessions and additions thereto and proceeds and products thereof (other than after-acquired property required to be subjected to such Lien pursuant to the terms of such Indebtedness (and refinancings thereof)), (B) in the case of Liens on the
Collateral that are (or are intended to be) junior in priority to the Liens securing the Term
BB-1 Loans, such Liens shall be
subject to a Permitted Junior Intercreditor Agreement and (C) in the case of Liens on the Collateral that are (or are intended to be) pari passu with the Liens on the Collateral securing the Term BB-1 Loans, such Liens shall be subject to a
Permitted Pari Passu Intercreditor Agreement; 
 (d) Liens for Taxes, assessments or other
governmental charges or levies not yet delinquent by more than 30 days or that are being contested in compliance with Section 5.03; 

  
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 (e) Liens imposed by law, including landlord’s,
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 30 days or that are being contested in good faith
by appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance with GAAP, or other Liens arising out of judgments or awards against such Person with respect
to which such Person shall then be proceeding with an appeal or other proceedings for review; 
 (f) (i)
pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and
deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of
(including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary; 

(g) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness),
leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like
nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of
business; 
 (h) zoning restrictions, survey exceptions and such matters as an accurate survey would
disclose, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing
agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any
material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; 
 (i) Liens
securing Indebtedness and Permitted Refinancing Indebtedness permitted by Section 6.01(i) (in each case limited to the assets financed with such Indebtedness (or the Indebtedness Refinanced thereby) and any accessions and additions thereto and
the proceeds and products thereof and customary security deposits and related property; provided that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender and incurred under
Section 6.01(i)); 
 (j) Liens arising out of Sale and Lease-Back Transactions permitted under
Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related property: provided that individual Sale and
Lease-Back Transactions provided by one counterparty may be cross-collateralized to other Sale and Lease-Back Transactions provided by such counterparty; 

(k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j) and notices
of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 

  
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 (l) Liens disclosed by the title insurance policies
delivered on or subsequent to the Closing Date and pursuant to Section 5.10 and any replacement, extension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not cover any property other than
the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this
Agreement; 
 (m) any interest or title of a lessor or sublessor under any leases or subleases entered into
by the Borrower or any Subsidiary in the ordinary course of business; 
 (n) Liens that are contractual
rights of set-off (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposits, sweep accounts, reserve
accounts or similar accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary, including with respect to credit card
chargebacks and similar obligations or (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Borrower or any Subsidiary in the ordinary course of business; 

(o) Liens (i) arising solely by virtue of any statutory or common law provision relating to banker’s
liens, rights of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business or (iii) encumbering reasonable customary initial deposits and
margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 

(p) Liens securing obligations in respect of trade-related letters of credit, bank guarantees or similar
obligations permitted under Section 6.01(f) or (o) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bank guarantees or similar obligations and the proceeds and products
thereof; 
 (q) (i) leases, subleases, easements or licenses permitted under Section 6.05(x) and
(ii) leases or subleases, non-exclusive licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business not interfering in any material respect with the business of the
Borrower and the Subsidiaries, taken as a whole; 
 (r) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of customs duties in connection with the importation of goods; 

(s) Liens solely on any cash earnest money deposits made by the Borrower or any of the Subsidiaries in
connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; 

(t) Liens with respect to property or assets of any Subsidiary that is not a Loan Party securing Indebtedness
and obligations of a Subsidiary that is not a Loan Party permitted under Section 6.01; 
 (u) other
Liens with respect to property or assets of the Borrower or any Subsidiary; provided that (i) after giving effect to any such Lien and the incurrence of Indebtedness, if any, secured by such Lien is created, incurred, acquired or assumed
(or any prior Indebtedness becomes so secured) (x) in the case of a Lien on the Collateral that is pari passu in right of security with the Term B Loans or the Initial Revolving Loans, the SeniorTotal Secured Leverage Ratio on 

  
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a Pro Forma Basis shall not be greater than 2.75 to 1.00 and (y) in the case of a Lien on the Collateral that is junior
in right of security to the Term B Loans and the Initial Revolving Loans, at the Borrower’s election,
(A) 3.50 to 1.00 or (B) if such Liens are created, incurred, assumed or permitted to exist in connection with a Permitted Business Acquisition or other Investment permitted hereunder, the Total Secured Leverage Ratio on a Pro Forma Basis shall not be greater than 2.75 to
1.00immediately prior to giving effect to such Permitted Business Acquisition or permitted Investment,
(ii) at the time of the incurrence of such Lien and after giving effect thereto, to the extent required by the lenders providing the related Indebtedness, no Event of Default shall have occurred and be continuing or would result therefrom
(provided that if such related Indebtedness is established for a purpose other than financing any Permitted Business Acquisition or any other acquisition or Investment that is permitted by this Agreement, no Event of Default under
Section 7.01(b), (c), (h) (with respect to the Borrower) or (i) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom), (iii) the Indebtedness or other obligations secured by such Lien are
otherwise permitted by this Agreement, (iv) if such Indebtedness is (or is intended to be) secured by Liens on the Collateral that are pari passu with the Liens securing the Loan Obligations, (x) such Liens shall be subject to a Permitted
Pari Passu Intercreditor Agreement and (y) any U.S. dollar denominated Indebtedness for borrowed money that is
issued or incurred (but not assumed) that is a broadly syndicated term “B” loan shall be subject to the requirements of Section 2.21(b)(viii) to the same extent as if such
Indebtedness was incurred in the form of Other Term Loans; provided that this clause (y) shall not apply
to any Lien issued or incurred pursuant to this Section 6.02(u) that (A) is issued or incurred after the six-month anniversary of the Second Amendment Effective Date or (B) secures Indebtedness that has an outside maturity date
greater than two years after the Term B-1 Facility Maturity Date and (v) if such Indebtedness is (or is intended to be) secured by Liens on the Collateral that are junior in priority to
the Liens securing the Loan Obligations, such Liens shall be subject to a Permitted Junior Intercreditor Agreement; 

(v) Liens on any amounts held by a trustee or agent under any indenture or other debt agreement issued in
escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions (including Liens securing any Discharged Indebtedness
or Escrowed Indebtedness permitted under this Agreement); 
 (w) the prior rights of consignees and their
lenders under consignment arrangements entered into in the ordinary course of business; 
 (x) agreements to
subordinate any interest of the Borrower or any Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any of its Subsidiaries pursuant to an agreement entered into in the ordinary course of
business; 
 (y) Liens arising from precautionary Uniform Commercial Code financing statements (or the
equivalent in any jurisdiction) or consignments entered into in connection with any transaction otherwise permitted under this Agreement; 

(z) Liens on Equity Interests in joint ventures (i) securing obligations of such joint ventures or
(ii) pursuant to the relevant joint venture agreement or arrangement or similar agreement; 
 (aa) Liens
on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition thereof; 

  
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 (bb) Liens in respect of Permitted Receivables Financings
that extend only to the assets subject thereto and Equity Interests in Special Purpose Receivables Subsidiaries; 

(cc) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary
letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business; provided that such Lien secures only the obligations of the Borrower or such
Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; 

(dd) in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple
interest (or any superior leasehold interest) is subject; 
 (ee) Liens securing Indebtedness or other
obligations (i) of the Borrower or a Subsidiary in favor of the Borrower or any Subsidiary Loan Party, (ii) of any Subsidiary that is not a Loan Party in favor of any Subsidiary that is not a Loan Party or (iii) permitted under
Section 6.01(x); 
 (ff) Liens securing insurance premiums financing arrangements, provided, that
such Liens are limited to the applicable unearned insurance premiums and proceeds thereof; 
 (gg) Liens
securing Swap Agreements that were not entered into for speculative purposes; 
 (hh) other Liens with
respect to property or assets of the Borrower or any Subsidiary securing obligations in an aggregate principal amount outstanding at any time not to exceed $100.0the greater of $200.0
million and 0.25 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test
Period; 
 (ii) any amounts held by a trustee
in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Borrower or any Subsidiary; 

(jj) Liens securing Indebtedness incurred pursuant to Section 6.01(dd) and 6.01(ee); provided that,
(i) if such Liens are (or are intended to be) secured by Liens on the Collateral that are pari passu with the Liens securing the Loan Obligations, such Liens shall be subject to a Permitted Pari Passu Intercreditor Agreement and (ii) if
such Liens are (or are intended to be) secured by Liens on the Collateral that are junior in priority to the Liens securing the Loan Obligations, such Liens shall be subject to a Permitted Junior Intercreditor Agreement; 

(kk) Liens on cash and Permitted Investments on deposit with Lenders and Affiliates of Lenders securing
obligations owing to such Persons under any treasury, depository, overdraft or other cash management services agreements or arrangements with the Borrower or any of its Subsidiaries; 

(ll) [Reserved]; 

(mm) any easements, covenants, rights of way or similar instruments which do not materially impact a project in
an adverse manner granted in connection with arrangements contemplated under Section 6.05(i), (o), (q), (r) or (x); 

(nn) the filing of a reversion, subdivision or final map(s), record(s) of survey and/or amendments to any of
the foregoing over Real Property held by the Loan Parties or their 

  
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Subsidiaries designed (A) to merge one or more of the separate parcels thereof together so long as (i) the entirety of each such parcel shall be owned by Loan Parties or their
Subsidiaries, (ii) no portion of the Mortgaged Property is merged with any Real Property that is not part of the Mortgaged Property and (iii) the gross acreage and footprint of the Mortgaged Property remains unaffected in any material
respect or (B) to separate one or more of the parcels thereof so long as (i) the entirety of each resulting parcel shall be owned by Loan Parties or their Subsidiaries, (ii) no portion of the Mortgaged Property ceases to be subject to
a Mortgage and (iii) the gross acreage and footprint of the Mortgaged Property remains unaffected in any material respect; 

(oo) from and after the lease or sublease of any interest pursuant to Section 6.05(i), (o), (q),
(r) or (x), any reciprocal easement agreement entered into between a Loan Party or a Subsidiary and the holder of such interest; and 
 (pp) Liens to secure any refinancing, refunding, extension,
renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness
or other obligations secured by any Lien permitted by this
Section 6.02; provided, however, that (x) such new Lien shall be limited to all or part of the same type of property that secured the original Lien (plus improvements on and accessions to such property, proceeds and products
thereof, customary security deposits and any other assets pursuant to after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness or other obligations being Refinanced (provided that
individual financings or Sale and Lease-Back Transactions provided by one lender or counterparty may be cross-collateralized to other financings or Sale and Lease-Back Transactions provided by such lender or counterparty)), (y) the Indebtedness
or other obligations secured by such Lien at such
time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable) of such Indebtedness
or other obligations or, if greater, committed
amount of the applicable Indebtedness or other obligations at the time the original Lien became a Lien permitted hereunder and (B) any unpaid accrued interest and premium (including tender premiums) thereon and an amount necessary to pay associated underwriting
discounts, defeasance costs, fees, commissions and expenses related to such refinancing, refunding, extension, renewal or replacement, and (z) Indebtedness
or other obligations secured by Liens ranking junior
to the Liens securing the Obligations may not be refinanced pursuant to this clause (pp) with Liens ranking pari passu to the Liens securing the Obligations.; and 

(qq)
 Liens on the Equity Interests of Unrestricted Subsidiaries; provided that such Liens do not encumber any property or assets of the Borrower or any Subsidiary other than the Equity Interests of such Unrestricted Subsidiary. 
 For purposes of determining compliance with this Section 6.02,
(A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in Sections 6.02(a) through
(ppqq) but may be permitted in part
under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in Sections
6.02(a) through (ppqq), the
Borrower may, in its sole discretion, classify or
dividereclassify, or later divide, classify or
reclassify (as if incurred at such later time) such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.02 and at the time of incurrence or, classification or reclassification will be entitled to only include the amount
and type of such Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in any of the above clauses (or any portion thereof) and such Lien securing such item of Indebtedness (or any portion thereof) will be treated as
being incurred or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or any portion 

  
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thereof) when calculating the amount of Liens or Indebtedness that may be incurred or, classified
or reclassified pursuant to any other clause (or any
portion thereof) at such time. In addition, with respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased
Amount of such Indebtedness. 
 SECTION 6.02A. Fixed Charges. Create, incur, assume or permit to exist any
fixed charge on any Collateral except for (a) fixed charges and Liens created under the Loan Documents (including, without limitation, Liens created under the Security Documents securing obligations in respect of Secured Swap Agreements and
Secured Cash Management Agreements and the Overdraft Line secured pursuant to the Security Documents), (b) fixed charges on assets which are also subject to a fixed charge to secure the Obligations and (c) other fixed charges securing
Indebtedness and other obligations in an aggregate amount not exceeding $50.0 million at any time outstanding. For purposes of this Section 6.02A, the determination of whether a Lien constitutes a fixed charge under the laws of the applicable
jurisdiction shall be made by the Borrower in consultation with the Administrative Agent. 
 SECTION 6.03. Sale and
Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired (or, in each
case, the Equity Interests in a subsidiary substantially all of the assets of which are such property and which subsidiary is formed for the purpose of effecting a Sale and Lease-Back Transaction), and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided that a Sale and Lease-Back Transaction shall be
permitted: 
 (a) with respect to (i) Excluded Property; (ii) property owned by the Borrower or any
Subsidiary Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 365 days of the acquisition of such property; provided, that (1) the Borrower or the applicable
Subsidiary Loan Party shall receive at least fair market value (as determined by the Borrower in good faith) for any property disposed of in any Sale and Lease-Back Transaction pursuant to this Section 6.03(a)(ii) (as approved by the Board of
Directors of the Borrower in any case of any property with a fair market value in excess of the greater
of $5.0 million and 0.005 times the EBITDA
calculated on a Pro Forma Basis for the then most recently ended Test Period) and (2) the aggregate consideration payable in respect of all Sale and Lease-Back Transactions pursuant to
this clause (a)(ii) shall not exceed the greater of
$15.0 million and 0.015 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended
Test Period; or (iii) property owned by any Subsidiary that is not a Loan Party regardless of when such property was acquired; and 

(b) with respect to any other property owned by the Borrower or any Subsidiary Loan Party, (i) if at the
date the definitive agreements for such Sale and Lease-Back Transaction are entered into, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) with respect to any such Sale and Lease-Back
Transaction with Net Proceeds in excess of the greater of
$5.0 million and 0.005 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test
Period, after giving effect to the entering into of such lease, the Borrower shall be in Pro Forma Compliance and (ii) if such Sale and Lease-Back Transaction is of property owned by the
Borrower or any Subsidiary Loan Party as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b); provided, that (1) the Borrower or the applicable Subsidiary Loan
Party shall receive at least fair market value (as determined by the Borrower in good faith) for any property disposed of in any Sale and Lease-Back Transaction pursuant to this Section 6.03(b) (as approved


  
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by the Board of Directors of the Borrower in any case of any property with a fair market value in excess of
the greater of $5.0 million and 0.005 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period) and (2) the aggregate consideration payable in respect of all Sale and Lease-Back Transactions pursuant to this clause (b) shall not exceed the greater of $15.0 million and 0.015 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period. 
 SECTION 6.04. Investments, Loans and Advances. Purchase, hold or
acquire (including pursuant to any merger, consolidation or amalgamation with a person that is not a Wholly-Owned Subsidiary immediately prior to such merger, consolidation or amalgamation) any Equity Interests, evidences of Indebtedness or other
securities of, make or permit to exist any loans or advances to or Guarantees of Indebtedness of, or make or permit to exist any investment or any other interest in (each, an “Investment”), any other person, except: 

(a) Investments in connection with the Transactions and the Second Amendment Transactions; 

(b) (i) Investments by the Borrower or any Subsidiary in the Equity Interests in the Borrower or any
Subsidiary; (ii) intercompany loans from the Borrower or any Subsidiary to the Borrower or any Subsidiary; and (iii) Guarantees by the Borrower or any Subsidiary of Indebtedness otherwise permitted hereunder of the Borrower or any
Subsidiary, in each case, so long as after giving effect to such Investment, intercompany loan or Guarantee, the Borrower shall be in compliance with the Guarantor Coverage Test on a Pro Forma Basis; provided, that intercompany loans made under this clause (b) after the Closing Date by any Loan Party to any Subsidiaries that are not Loan Parties and that
are organized under the laws of the State of Israel shall not exceed (x) $25.0 million plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale,
repayments, income and similar amounts) actually received in respect of any such Investment; 

(c) Permitted Investments and Investments that were Permitted Investments when made; 

(d) Investments arising out of the receipt by the Borrower or any Subsidiary of noncash consideration for the
sale of assets permitted under Section 6.05; 
 (e) loans and advances to officers, directors, employees
or consultants of the Borrower or any Subsidiary (i) in the ordinary course of business not to exceed the
greater of $25.0 million and 0.03 times the EBITDA
calculated on a Pro Forma Basis for the then most recently ended Test Period in the aggregate at any time outstanding (calculated without regard to write downs or write offs thereof),
(ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such person’s purchase of Equity Interests in the Borrower or any Parent Entity solely to the extent that the amount of
such loans and advances shall be contributed to the Borrower in cash as common equity; 
 (f) accounts
receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business; 

(g) Swap Agreements that are not entered into for speculative purposes; 

  
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 (h) Investments existing on, or contractually committed as
of or contemplated as of, the ClosingSecond
Amendment Effective Date (provided, that any such Investment that is (x) not intercompany Indebtedness, (y) not an Operations Services Agreement and (z) in excess of $15.0 million individually shall be set forth
on Schedule 6.04) and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (h) is not increased at any time above the amount of such Investment existing or
committed on the ClosingSecond Amendment
Effective Date (other than pursuant to an increase as required by the terms of any such Investment as in existence on the ClosingSecond Amendment Effective Date); 

(i) Investments resulting from pledges and deposits under Sections 6.02(f), (g), (k), (o), (p), (r), (s), (v), (ff), (gg), (ii) and (pp)(to the extent in
respect of the foregoing clauses); 
 (j) other Investments after the Second Amendment Effective Date by the Borrower or any
Subsidiary in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed
(i) the greater of $150.0 million and 0.175 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (plus any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the respective investor in respect of
investments theretofore made by it pursuant to this clause (j)) plus (ii) the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 6.04(j)(ii), such election to be specified in a written notice of a
Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied plus (iii) any unused amounts under
Section 6.08(b)(i)(G); provided that if any Investment pursuant to this clause (j) is made in any person that is not a Subsidiary of the Borrower at the date of the making of
such Investment and such person becomes a Subsidiary of the Borrower after such date, such Investment shall, upon the election of the Borrower, thereafter be deemed to have been made pursuant to clause (b) above and shall cease to have been
made pursuant to this clause (j) for so long as such person continues to be a Subsidiary of the Borrower; 

(k) Investments constituting Permitted Business Acquisitions; 

(l) Investments
after the Second Amendment Effective Date in a Similar
Business in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) not to exceed
the greater of $100.0 million and 0.115 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (plus any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the respective investor in respect of
investments theretofore made by it pursuant to this clause (l)); provided that if any Investment pursuant to this clause (l) is made in any person that is not a Subsidiary of the Borrower at the date of the making of such Investment and
such person becomes a Subsidiary of the Borrower after such date, such Investment shall, upon the election of the Borrower, thereafter be deemed to have been made pursuant to clause (b) above and shall cease to have been made pursuant to this
clause (l) for so long as such person continues to be a Subsidiary of the Borrower; 
 (m)
Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments
acquired by the Borrower or any Subsidiary as a result of a foreclosure by the Borrower or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; 

  
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 (n) Investments of a Subsidiary acquired after the Closing
Date or of an entity merged into or consolidated or amalgamated with the Borrower or merged into or consolidated or
amalgamated with a Subsidiary after the Closing Date, in each case, (i) to the extent such acquisition, merger or consolidation or amalgamation was or is permitted under this Section 6.04
or Section 6.05 and (ii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, consolidation or amalgamation and were in existence on the date of such acquisition, merger,
consolidation or amalgamation; 
 (o) acquisitions by the Borrower of obligations of one or more
officers or other employees of any Parent Entity, the Borrower or its Subsidiaries in connection with such officer’s or employee’s acquisition of Equity Interests in the Borrower or any Parent Entity, so long as no cash is actually
advanced by the Borrower or any of the Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; 

(p) Guarantees by the Borrower or any Subsidiary of operating leases (other than Capital Lease Obligations) or
of other obligations that do not constitute Indebtedness, in each case entered into by the Borrower or any Subsidiary in the ordinary course of business; 

(q) Investments to the extent that payment for such Investments is made with Qualified Equity Interests or
proceeds of Qualified Equity Interests (in each case, to the extent not otherwise applied under this Agreement and not constituting a Cure Amount) in the Borrower or any Parent Entity; 

(r) [Reserved]any payments in connection with a Permitted Bond Hedge Transaction; 

(s) Investments
after the Second Amendment Effective Date in Unrestricted
Subsidiaries in an aggregate amount outstanding not to exceed the greater of $50.0 million and 0.06 times the EBITDA calculated on a Pro Forma Basis
for the then most recently ended Test Period (plus any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts)
actually received by the respective investor in respect of investments theretofore made by it pursuant to this clause (s)), as valued at the fair market value (as determined in good faith by the Borrower) of such Investment at the time such
Investment is made; provided that if any Investment pursuant to this clause (s) is made in any Unrestricted Subsidiary and such Unrestricted Subsidiary is redesignated a Subsidiary of the Borrower after such date, such redesignation
shall increase the amount available pursuant to this clause (s) by an amount equal to the fair market value (as determined in good faith by the Borrower) of the Borrower’s Investments in such Subsidiary previously made in reliance on this
clause (s) at the time of such redesignation; 
 (t) Investments consisting of Restricted
Payments permitted by Section 6.06; 
 (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 consistent with past practices; 

(v) [Reserved]; 

(w) Guarantees permitted under Section 6.01 (except to the extent such Guarantee is expressly subject to
Section 6.04); 

  
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 (x) advances in the form of a prepayment of expenses, so
long as such expenses are being paid in accordance with customary trade terms of the Borrower or any Subsidiary; 

(y) Investments by the Borrower and its Subsidiaries, including loans and advances to any direct or indirect
parent of the Borrower, if the Borrower or such Subsidiary would otherwise be permitted to make a Restricted Payment in such amount (provided that the amount of any such Investment shall also be deemed to be a Restricted Payment under the
appropriate paragraph of Section 6.06 for all purposes of this Agreement); 
 (z) Investments consisting
of Receivables Assets or arising as a result of Permitted Receivables Financings; 
 (aa) Investments
consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or purchases, sales, licenses or sublicenses or leases of intellectual property; 

(bb) Investments received substantially contemporaneously in exchange for Qualified Equity Interests or
proceeds of Qualified Equity Interests (in each case, to the extent not otherwise applied under this Agreement and not constituting a Cure Amount) in the Borrower or any Parent Entity; 

(cc) other Investments so long as, immediately after giving effect to such Investment, the Total Leverage Ratio
on a Pro Forma Basis would not exceed
2.753.25 to 1.00; 

(dd) any Investment made pursuant to any Operations Services Agreement; 

(ee) Investments
after the Second Amendment Effective Date in joint ventures
not in excess of (x) the greater of $100.0
million and 0.115 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period
plus (y) an aggregate amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the respective investor in respect
of investments theretofore made by it pursuant to this clause (ee); provided that if any Investment pursuant to this clause (ee) is made in any person that is not a Subsidiary of the Borrower at the date of the making of such Investment and such person becomes a Subsidiary of the Borrower
after such date, such Investment shall, upon the election of the Borrower, thereafter be deemed to have been made pursuant to paragraph (b) above and shall cease to have been made pursuant to this clause (ee) for so long as such person
continues to be a Subsidiary of the Borrower; and 

(ff) any Investment (i) deemed to exist as a result of a subsidiary distributing a note or other
intercompany debt to a parent of such subsidiary (to the extent there is no cash consideration or services rendered for such note), and (ii) consisting of intercompany current liabilities in connection with the cash management, tax and
accounting operations of the Borrower and its
subsidiaries.; and 

Notwithstanding the foregoing provisions of this
Section 6.04, (i) the aggregate amount of Investments in Unrestricted Subsidiaries made after the Closing Date shall not exceed $50.0 million (plus any returns (including dividends, interest, distributions, returns of principal, profits on
sale, repayments, income and similar amounts) actually received by the respective investor in respect of investments theretofore made by it in Unrestricted Subsidiaries), as valued at the fair market value (as determined in good faith by the
Borrower) of such Investment at the time such Investment is made; provided that if any Investment is made in any Unrestricted Subsidiary and such 


  
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Unrestricted Subsidiary is redesignated a Subsidiary of the Borrower after such date, such redesignation shall
increase the amount available permitted under this clause (i) by an amount equal to the fair market value (as determined in good faith by the Borrower) of the Borrower’s Investments in such Subsidiary previously made at the time of such
redesignation and (ii) in no event shall the Loan Parties make any Investments in Unrestricted Subsidiaries consisting of any Material Game.  

(gg)
 the granting of Liens on the Equity Interests of Unrestricted Subsidiaries to secure Indebtedness of Unrestricted Subsidiaries. 

Any Investment in any person other than a Loan Party that is otherwise permitted by this Section 6.04 may be made through
intermediate Investments in Subsidiaries that are not Loan Parties and such intermediate Investments shall be disregarded for purposes of determining the outstanding amount of Investments pursuant to any clause set forth above. The amount of any
Investment made other than in the form of cash or cash equivalents shall be the fair market value thereof (as determined by the Borrower in good faith) valued at the time of the making thereof, and without giving effect to any subsequent write-downs
or write-offs thereof. 
 The amount of Investments that may be made at any time pursuant to Section 6.04(j) or 6.04(l)
(such Sections, the “Related Sections”) may, at the election of the Borrower, be increased by the amount of Investments that could be made at such time under the other Related Sections; provided, that any amount reallocated
from one Related Section and used under a different Related Section shall be deemed to have been used under the Related Section from which such amount was reallocated. 

For purposes of determining compliance with this covenant, (A) an Investment need not be permitted solely by reference to
one category of permitted Investments (or portion thereof) described in the above clauses but may be permitted in part under any combination thereof and (B) in the event that an Investment (or any portion thereof) meets the criteria of one or
more of the categories of permitted Investments (or any portion thereof) described in the above clauses, the Borrower may, in its sole discretion, classify or
dividereclassify, or later divide, classify or
reclassify (as if incurred at such later date), such permitted Investment (or any portion thereof) in any manner that complies with this covenant and at the time of classification or reclassification will be entitled to only include the amount
and type of such Investment (or any portion thereof) in any of the categories of permitted Investments (or any portion thereof) described in the above clauses. 

SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, or consolidate or amalgamate with
any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease, license or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or
hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests in any Subsidiary, or purchase, lease, license or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of
any other person, except that this Section shall not prohibit: 
 (a) (i) the purchase and sale of inventory,
or the sale of receivables pursuant to non-recourse factoring arrangements, in each case in the ordinary course of business by the Borrower or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in
the ordinary course of business by the Borrower or any Subsidiary or, with respect to leases, otherwise for fair market value on market terms (as determined in good faith by the Borrower), (iii) the sale of surplus, obsolete, damaged or worn
out equipment or other property in the ordinary course of business by the Borrower or any Subsidiary or (iv) the sale or disposition of cash and Permitted Investments in the ordinary course of business; 

  
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 (b) if at the time thereof and immediately after giving
effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of the Borrower or any Subsidiary into or with the Borrower in a transaction in which the Borrower
is the survivor, (ii) the merger, consolidation or amalgamation of any Subsidiary into or with any Loan Party in a transaction in which the surviving or resulting entity is a Loan Party and, in the case of each of clauses (i) and (ii), no
person other than a Loan Party receives any consideration, (iii) the merger, consolidation or amalgamation of any Subsidiary that is not a Loan Party into or with any other Subsidiary that is not a Loan Party, (iv) the liquidation or
dissolution or change in form of entity of any Subsidiary if the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower or its Subsidiaries and is not materially
disadvantageous to the Lenders or (v) any Subsidiary may merge, consolidate or amalgamate into or with any other person in order to effect an Investment permitted pursuant to Section 6.04 so long as the continuing or surviving person shall
be a Subsidiary, which shall be a Loan Party if the merging, consolidating or amalgamating Subsidiary was a Loan Party and which together with each of its Subsidiaries shall have complied with the requirements of Section 5.10; 

(c) sales, transfers, leases, licenses or other dispositions to the Borrower or a Subsidiary (upon voluntary
liquidation or otherwise); 
 (d) Sale and Lease-Back Transactions permitted by Section 6.03; 

(e) Investments permitted by Section 6.04 (including any merger, consolidation or amalgamation in order to
effect an Investment), Permitted Liens, and Restricted Payments permitted by Section 6.06; 
 (f) the
sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; 

(g) sales, transfers, leases, licenses or other dispositions of assets not otherwise permitted by this
Section 6.05 (other than Material Games or Material Assets); provided, that (i) no
Event of Default exists or would result therefrom, in each case, determined at the date the definitive agreements for such sale, transfer, lease, license or other disposition of assets are entered into, (ii) the Net Proceeds thereof are applied
in accordance with Section 2.11(b), (iii) such sale, transfer, lease, license or other disposition of assets shall be for fair market value (as determined in good faith by the Borrower) or if not for fair market value, the shortfall is
permitted as an Investment under Section 6.04 and (iv) no such sale, transfer, lease, license or other disposition of assets in excess of
the greater of $25.0 million and 0.03 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period shall be permitted unless such disposition is for at least 75% cash and cash equivalent consideration; provided, that for purposes of this subclause (g)(iv), each of the following shall be deemed to be
cash: (A) the amount of any liabilities (as shown on the Borrower’s or any Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Subsidiary (other than liabilities that are by their terms subordinated
to the Obligations) that are assumed by the transferee of any such assets or are otherwise cancelled in connection with such transaction, (B) any notes or other obligations or other securities or assets received by the Borrower or any
Subsidiary from such transferee that are converted by the Borrower or such Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (C) any Designated Non-Cash Consideration received by the Borrower or
any of its Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this subclause (g)(iv)(C) that is at
that time outstanding, not to exceed the greater of


  
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$100.0 million and 0.115 times the EBITDA calculated on a Pro
Forma basis for the then most recently ended Test Period (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) and (D) with respect to any lease of assets by the Borrower or a Subsidiary that constitutes a disposition, receipt of lease payments over time on market terms (as determined in good faith by the Borrower)
where the payment consideration is at least 75% cash consideration; 
 (h) Permitted Business
Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided, that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower is the
surviving entity; 
 (i) leases, licenses, or subleases or sublicenses of any real or personal property in
the ordinary course of business; 
 (j) (i) sales, leases or other dispositions of inventory,
(ii) non-exclusive licenses and sublicenses of intellectual property in the ordinary course of business not interfering in any material respect with the
business of the Borrower and the Subsidiaries, taken as a whole or (iii) sales, licenses, sublicenses, or other dispositions, or abandonment of intellectual property of the Borrower
or any of its Subsidiaries in the ordinary course of business or if reasonably determined by the management of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or any of its Subsidiaries, and, in each case, not interfering in any material respect with the business of the Borrower and the Subsidiaries, taken as a whole; 
 (k) acquisitions and purchases made with the proceeds of any
Asset Sale pursuant to the first proviso of paragraph (a) of the definition of “Net Proceeds”; 

(l) the purchase and sale, conveyance, transfer or other disposition (including by capital contribution) of
Receivables Assets pursuant to Permitted Receivables Financings; 
 (m) sales, transfers, leases, licenses or other dispositions of Material Games or Material Assets;
provided, that (except in the case of non-exclusive licenses in the ordinary course of
business not interfering in any material respect with the business of the Borrower and the Subsidiaries) (i) no Event of Default exists or would result therefrom, in each case, determined at the date the definitive agreements for such sale,
transfer, lease, license or other disposition of assets are entered into, (ii) the Net Proceeds thereof are applied in accordance with Section 2.11(b), (iii) such sale, transfer, lease, license or other disposition of any Material
Game or Material Asset shall be for fair market value (as determined in good faith by the Borrower) and (iv) no such sale, transfer, lease, license or other disposition of any Material Game or Material Asset shall be permitted unless such
disposition is for 100% cash and cash equivalent consideration; 
 (m) [reserved]; 

(n) any disposition, merger, consolidation, amalgamation or dissolution in connection with the Transactions and the Second Amendment Transactions; 

 

	(o)	 any sale, transfer, lease,
license or disposition made pursuant to any Operations Services Agreement; 


  

	(p)	 [Reserved]; 



  
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 (q) the dedication of space or other dispositions of
property in connection with and in furtherance of constructing structures or improvements reasonably related to the development, construction and operation of any project; provided that in each case such dedication or other dispositions are
in furtherance of, and do not materially impair or interfere with the operations of the Borrower and the Subsidiaries; 

(r) dedications of, or the granting of easements, rights of way, rights of access and/or similar rights, or
other dispositions of property to any Governmental Authority, utility providers, cable or other communication providers and/or other parties providing services or benefits to any project, any Real Property held by the Borrower or any of the
Subsidiaries or the public at large that would not reasonably be expected to interfere in any material respect with the operations of the Borrower and the Subsidiaries; provided that upon request by the Borrower, the Administrative Agent shall
direct the Collateral Agent on behalf of the Secured Parties to subordinate its Mortgage on such Real Property to such easement, right of way, right of access or similar agreement in such form as is reasonably satisfactory to the Administrative
Agent and the Borrower or Subsidiary; 
 (s) any disposition of Equity Interests in a Subsidiary pursuant to
an agreement or other obligation with or to a person (other than the Borrower and the Subsidiaries) from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with
such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; 

(t) dispositions of assets that do not constitute Collateral with an aggregate fair market value (as determined
in good faith by the Borrower) of not more than the greater
of $25.0 million and 0.03 times the EBITDA
calculated on a Pro Forma basis for the then most recently ended Test Period; 

(u) dispositions of non-core assets acquired in connection with a Permitted Business Acquisition or other
permitted investment; 
 (v) other dispositions of assets (excluding Material Games or Material Assets) with a fair market value (as determined in good faith by the
Borrower) of not more than the greater of $10.0
million and 0.01 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test
Period; 
 (w) dispositions set forth on
Schedule 6.05; 
 (x) subject to the last paragraph of this Section 6.05, the Borrower and the
Subsidiaries may enter into any leases, subleases, easements or licenses with respect to any of its Real Property; and 

(y) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of
contract, tort, or other claims of any kind. 
 Notwithstanding the foregoing provisions of this Section 6.05,
subsection (x) above shall be subject to the additional provisos that: (a) no Event of Default shall exist and be continuing at the time such transaction, lease, sublease, easement or license is entered into, (b) such transaction,
lease, sublease, easement or license would not reasonably be expected to materially interfere with, or materially impair or detract from, the operation of the applicable project, and (c) no lease or sublease may provide that a Loan Party
subordinate its fee, condominium or leasehold interest to any lessee or any party financing any lessee; provided that, upon request by the Borrower, the Administrative Agent shall direct the Collateral Agent on


  
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behalf of the Secured Parties to provide the tenant under any such lease or sublease with a subordination, non-disturbance and attornment agreement in such form as is reasonably satisfactory to
the Administrative Agent (it being understood and agreed that no such agreement shall be required to be provided unless (A) no Event of Default shall exist and be continuing at such time or would occur as a result thereof and (B) no
Material Adverse Effect would result therefrom). 
 To the extent any Collateral is sold, contributed, distributed, transferred or disposed of in a
transaction expressly permitted by this Section 6.05 to any person other than the Borrower or any Subsidiary Loan Party, such Collateral shall be
sold, contributed, distributed, transferred or
disposed of free and clear of the Liens created by the Loan Documents (and in the event transferred from a Loan Party that has granted a fixed charge over such Collateral pursuant to the Loan Documents to an entity that grants a floating charge over
Collateral of such type pursuant to the Loan Documents, shall be released from such fixed charge and become subject to such floating charge) (provided that, for the avoidance of doubt, with respect to any disposal consisting of a lease or
license, the underlying property retained by the Borrower or such Subsidiary Loan Party will not be so released), and the Administrative Agent shall take, and is hereby authorized by each Lender to take, any actions reasonably requested by the
Borrower in order to evidence the foregoing. 
 SECTION 6.06. Restricted Payments . Declare or pay any
dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests
payable solely by the issuance of additional Equity Interests (other than Disqualified Stock) of the person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any
Subsidiary to purchase or acquire) any Equity Interests in the Borrower or set aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) in the Borrower) (the foregoing,
“Restricted Payments”); provided, however, that: 
 (a) Restricted Payments
may be made to the Borrower or to any Wholly-Owned Subsidiary of the Borrower (or, in the case of non-Wholly-Owned Subsidiaries, to the Borrower or any Subsidiary of the Borrower that is a direct or indirect parent of such Subsidiary and to each
other owner of Equity Interests in such Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on their relative ownership interests); 

(b) Restricted Payments may be made (x) in respect of (i) overhead, legal, accounting and other
professional fees and expenses of any Parent Entity, (ii) fees and expenses related to any public offering or private placement of debt or equity securities of any Parent Entity whether or not consummated, (iii) franchise and similar Taxes
and other fees and expenses, required to maintain any Parent Entity’s existence, (iv) payments permitted by Section 6.07(b) (other than clauses (vii), (xxii) and (xxiii) thereof), (v) customary salary, bonus and other
benefits payable to, and indemnities provided on behalf of, officers, directors and employees of any Parent Entity, in each case in order to permit any Parent Entity to make such payments, and (vi) interest and/or principal on Indebtedness of
any Parent Entity, the proceeds of which have been contributed to the Borrower or any Subsidiary and that has been guaranteed by, or is otherwise considered Indebtedness of, the Borrower or any Subsidiary in accordance with Section 6.01;
provided, that in the case of clauses (i), (ii) and (iii), the amount of such Restricted Payments shall not exceed the portion of any amounts referred to in such clauses (i), (ii) and (iii) that are allocable to the Borrower or
its Subsidiaries and (y) in respect of any taxable period for which the Borrower and/or any of their Subsidiaries are members of a consolidated, combined, affiliated, unitary or similar tax group for U.S. federal and/or applicable state, local
or foreign tax purposes of which any Parent Entity is the common parent, or for which the Borrower is a disregarded entity for U.S. federal and/or applicable 

  
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state or local income tax purposes, distributions to any Parent Entity in an amount not to exceed the amount of any such U.S. federal, state, local or foreign taxes that the Borrower and/or its
Subsidiaries, as applicable, would have paid for such taxable period had the Borrower and/or its Subsidiaries, as applicable, been a stand-alone corporate taxpayer or a stand-alone corporate group; 

(c) Restricted Payments may be made (including to any Parent Entity) constituting the purchase or redemption
of, or the proceeds of which are used to purchase or redeem the Equity Interests in the Borrower or any Parent Entity (including related stock appreciation rights or similar securities) held by then present or former directors, consultants, officers
or employees of any Parent Entity, the Borrower or any of the Subsidiaries or by any Plan or any shareholders’ agreement then in effect upon such person’s death, disability, retirement or termination of employment or under the terms of any
such Plan or any other agreement under which such shares of stock or related rights were issued (or to pay any withholding taxes arising from the foregoing or from any equity compensation award); provided, that the aggregate amount of such
purchases, redemptions or other Restricted Payments (other than purchases, redemptions or other Restricted Payments for the purpose of paying withholding taxes of the holder) under this Section 6.06(c) shall not exceed in any fiscal year
(1) the greater of $25.0 million and 0.03 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period, plus (2) (x) the amount of net proceeds contributed to the Borrower that were received by any Parent Entity during such calendar year from sales of Equity Interests in any Parent Entity to directors,
consultants, officers or employees of any Parent Entity, the Borrower or any Subsidiary in connection with permitted employee compensation and incentive arrangements, and (y) the amount of net proceeds of any key-man life insurance policies
received during such calendar year, which, if not used in any year, may be carried forward to any subsequent calendar year, subject, with respect to unused amounts from clause (1) of this proviso that are carried forward, to an overall limit
(other than for purchases, redemptions or other Restricted Payments for the purpose of paying withholding taxes of the holder) in any fiscal year of
the greater of $50.0 million and 0.06 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period; and provided, further, that cancellation of Indebtedness owing to the Borrower or any Subsidiary of the Borrower from members of management of any Parent Entity, the Borrower or its Subsidiaries in
connection with a repurchase of Equity Interests in any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this Section 6.06; 

(d) noncash repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such
Equity Interests represent a portion of the exercise price of such options or warrants; 
 (e)
[Reserved];Restricted Payments may be made in an aggregate amount equal to the portion, if any,
of the Cumulative Credit on such date that the Borrower elects to apply to this Section 6.06(e), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of
Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, that (i) no Event of Default shall have occurred and be continuing and (ii) after giving effect thereto,
the Borrower is in Pro Forma Compliance; 

(f) Restricted Payments may be made in connection with the consummation of the Transactions and the Second Amendment Transactions; 

(g) Restricted Payments may be made to allow any Parent Entity 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 Equity Interests in any such person; 

  
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 (h) after a Qualified IPO, Restricted Payments may be made
(including to any Parent Entity so that any Parent Entity may make Restricted Payments to its equity holders) in an amount equal to 6% per annum of the net proceeds received by the Borrower from any public offering of Equity Interests in the
Borrower or any Parent Entity (other than the first Qualified IPO); provided, that no Event of
Default shall have occurred and be continuing; 
 (i) other Restricted Payments may be made;
provided that, no Event of Default has occurred and is continuing or would result therefrom and after giving effect to such Restricted Payment, the Total Leverage Ratio on a Pro Forma Basis would not exceed 2.002.50 to 1.00; 

(j) any Restricted Payment made under any Operations Services Agreement; 

(k)
[Reserved]; 
 (k) any Restricted Payment may be made pursuant to (i) conversions or exchanges by holders (including any cash payment
upon conversions), payments of interest or principal, redemptions or required repurchases with respect to any Convertible Indebtedness permitted to be incurred under the terms of this Agreement, (ii) any payments in connection with a Permitted
Bond Hedge Transaction and (iii) the settlement of any related Permitted Warrant Transaction (x) by delivery of shares of the Borrower’s common stock upon settlement thereof or (y) by (A) set-off against the related
Permitted Bond Hedge Transaction or (B) payment of an early termination amount thereof in common stock upon any early termination thereof; 

(l) Restricted Payments may be made to any Parent Entity to (i) facilitate the making of an Investment,
Restricted Payment, disposition or other transfer between the Borrower and its Subsidiaries so long as such Investment, Restricted Payment, disposition or other transfer would otherwise be permitted by this Agreement and the proceeds of such
Restricted Payment are subsequently downstreamed to the Borrower and its Subsidiaries or (ii) finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment shall be made
substantially concurrently with the closing of such Investment and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or
a Subsidiary or (2) the merger, consolidation or amalgamation (to the extent permitted in Section 6.05) of the person formed or acquired into the Borrower or a Subsidiary in order to consummate such Permitted Business Acquisition or
Investment, in each case, in accordance with the requirements of Section 5.10; 
 (m) [Reserved]; 

(n) Restricted Payments may be made in an amount equal to Excluded RP Contributions; 

(o) [Reserved]; 

(p) Restricted Payments described on Schedule 6.06 may be made; 

(q) Restricted Payments permitted by Section 2.11(a)(iiiiv) may be made; and 

(r) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60
days after the date of declaration thereof, if at the date of 

  
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declaration or the consummation of any irrevocable redemption, as applicable, such payment would have complied with this Section 6.06. 

For purposes of determining compliance with this covenant, (A) a Restricted Payment need not be permitted solely by
reference to one category of permitted Restricted Payments (or any portion thereof) described in the above clauses but may be permitted in part under any combination thereof and (B) in the event that a Restricted Payment (or any portion
thereof) meets the criteria of one or more of the categories of permitted Restricted Payments (or any portion thereof) described in the above clauses, the Borrower may, in its sole discretion, classify or dividereclassify, or later divide, classify or reclassify
(as if incurred at such later time) such permitted Restricted Payment (or any portion thereof) in any manner that complies with this covenant and at the time of classification or reclassification will be entitled to only include the amount
and type of such Restricted Payment (or any portion thereof) in any of the categories of permitted Restricted Payments (or any portion thereof) described in the above clauses. 

SECTION 6.07. Transactions with Affiliates . 

(a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any
other transaction with, any of its Affiliates or any known direct or indirect holder of 10% or more of any class of Equity Interests in the Borrower (collectively, “Section 6.07 Affiliates”) unless such transaction is (i) upon
terms no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate and (ii) with respect to any transaction or series of related
transactions in excess of $500,000, such transaction is approved by a majority of the Disinterested Directors of the Borrower or by all the Disinterested Directors of the audit committee of the Borrower. 

(b) The foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under this Agreement: 

(i) the entry into and any issuance of securities, or other payments, awards or grants in cash, securities or
otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of the Borrower; 

(ii) loans (or cancellation of loans) or advances or payments to employees, directors, officers or consultants
of any Parent Entity, the Borrower or any of the Subsidiaries in accordance with Section 6.04(e); 

(iii) transactions among the Borrower or any Subsidiary or any entity that becomes the Borrower or a Subsidiary
as a result of such transaction (including via a merger, consolidation or amalgamation in which the Borrower or a Subsidiary is the surviving entity); 

(iv) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants
and employees of any Parent Entity, the Borrower and the Subsidiaries in the ordinary course of business (limited, in the case of any Parent Entity, to the portion of such fees and expenses that are allocable to the Borrower and the Subsidiaries);

 (v) the Transactions
and the Second Amendment Transactions (including, without
limitation, the reimbursement of, or payment on behalf of, any Section 6.07 Affiliates for any fees, costs or expenses relating to the
Transactions or the Second Amendment Transactions), any
transactions pursuant to the Loan Documents and permitted transactions, agreements and arrangements contemplated as of, or in existence (or to be entered into) on, the
ClosingSecond
 

  
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Amendment Effective Date or any transaction contemplated thereby and, to the extent involving aggregate consideration in excess of $15.0 million, set forth on Schedule 6.07 or any amendment or supplement thereto or
modification, renewal or replacement thereof or similar arrangement to the extent such amendment, supplement, modification, replacement, renewal or arrangement is not materially adverse to the Lenders when taken as a whole (as determined by the
Borrower in good faith) and other transactions, agreements and arrangements described on Schedule
6.07, and any amendment or supplement thereto or modification, renewal or replacement thereof or similar transactions, agreements or arrangements entered into by the Borrower or any of the
Subsidiaries to the extent such amendment, supplement, modification, replacement, renewal or arrangement is not materially adverse to the Lenders when taken as a whole (as determined in good faith by the Borrower); 

(vi) (A) any employment agreements entered into by the Borrower or any of the Subsidiaries in the ordinary
course of business, (B) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers or directors, and (C) any employee
compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract and transactions pursuant thereto; 

(vii) Restricted Payments permitted under Section 6.06, including payments to any Parent Entity; 

(viii) payments by the Borrower or any of the Subsidiaries of the Borrower to any Section 6.07 Affiliate
made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the Board
of Directors of the Borrower, or a majority of the Disinterested Directors of the Borrower, in good faith; 

(ix) transactions with Alpha or Wholly-Owned Subsidiaries of Alpha for the purchase or sale of goods,
equipment, products, parts and services entered into in the ordinary course of business in a manner consistent with past practice; 

(x) any transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed to
the Board of Directors of the Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is in the good faith determination of the Borrower qualified to render such letter which letter
states that (i) such transaction is on terms that are no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate or
(ii) such transaction is fair to the Borrower or such Subsidiary, as applicable, from a financial point of view; 

(xi) transactions in connection with the issuance of Letters of Credit for the account or benefit of any
subsidiary or any other Person designated by the Borrower to the extent permitted hereunder (including with respect to the issuance of or payments in connection with drawings under Letters of Credit); 

(xii) transactions with subsidiaries or joint ventures for the purchase or sale of goods, equipment, products,
parts and services entered into in the ordinary course of business; 
 (xiii) [Reserved]; 

  
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 (xiv) any transactions made pursuant to any Operations
Services Agreement; 
 (xv) the issuance, sale or transfer of Equity Interests in the Borrower, including in
connection with capital contributions by a Parent Entity to the Borrower; 
 (xvi) the issuance of Equity
Interests to the management of any Parent Entity, the Borrower or any Subsidiary in connection with the Transactions
or the Second Amendment Transactions; 

(xvii) (1) payments permitted under Section 6.06(b) and (2) entering into, and any transactions
pursuant to, a tax sharing agreement; 
 (xviii) transactions pursuant to any Permitted Receivables
Financing; 
 (xix) payments, loans (or cancellation of loans) or advances to employees or consultants that
are (i) approved by a majority of the Disinterested Directors of the Borrower in good faith, (ii) made in compliance with applicable law and (iii) otherwise permitted under this Agreement; 

(xx) (i) transactions with customers, clients, suppliers, licensors, licensees or purchasers or sellers of
goods or services or transactions otherwise relating to the license, purchase or sale of goods and services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower
or the Subsidiaries or (ii) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm; 

(xxi) transactions between the Borrower or any of the Subsidiaries and any person, a director of which is also
a director of the Borrower or any direct or indirect parent company of the Borrower, provided, however, that (A) such director abstains from voting as a director of the Borrower or such direct or indirect parent company, as the
case may be, on any matter involving such other person and (B) such person is not an Affiliate of the Borrower for any reason other than such director’s acting in such capacity; 

(xxii) transactions permitted by, and complying with, the provisions of Sections 6.04, 6.05 or 6.06; 

(xxiii) transactions undertaken in good faith (in the reasonable opinion of the Borrower) for the purpose of
improving the consolidated tax efficiency of any Parent Entity, the Borrower and the subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to the Borrower and the Subsidiaries); or 

(xxiv) investments by any Parent Entity in securities of the Borrower or any of the Subsidiaries of the
Borrower so long as in the case of any investment in any Subsidiary of the Borrower, (A) the investment is being offered generally to other investors on the same or more favorable terms and (B) the investment constitutes less than 5.0% of
the outstanding issue amount of such class of
securities.; or 

(xxv)
 the granting of Liens on the Equity Interests of Unrestricted Subsidiaries (including to secure indebtedness and obligations of Unrestricted Subsidiaries). 

Notwithstanding the foregoing, Alpha and its Affiliates (other than the Borrower and its Subsidiaries) shall not be considered
Section 6.07 Affiliates of the Borrower or its Subsidiaries with respect 

  
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to any transaction, so long as the transaction is in the ordinary course of business, pursuant to agreements existing on the
ClosingSecond Amendment Effective
Date or pursuant to any Operations Services Agreement, any management agreement or any shared services agreement entered into with any of the Borrower and/or its subsidiaries or, in each case, amendments, modifications or supplements thereto, or
renewals or replacements thereof, that are not materially adverse to the Borrower or its Subsidiaries, taken as a whole (as determined by the Borrower in good faith). 

SECTION 6.08. Limitation on Payments and Modifications of Indebtedness; Modifications of Governing Documents and Lease
Arrangements; etc. 
 (a) Amend or modify in any manner materially adverse to the Lenders taken as a whole (as determined
in good faith by the Borrower), or grant any waiver or release under or terminate in any manner (if such granting or termination shall be materially adverse to the Lenders when taken as a whole (as determined in good faith by the Borrower)), the
articles or certificate of incorporation, by-laws, limited liability company operating agreement, partnership agreement or other organizational documents of the Borrower or any Subsidiary Loan Party. 

(b) (i) Make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of
or in respect of principal of or interest on the loans under any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination in respect of any Junior Financing except for (A) Refinancings with Permitted Refinancing Indebtedness permitted by Section 6.01, (B) payments of regularly scheduled
interest, principal and fees due thereunder, other non-accelerated payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Financing to constitute
“applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, and payment of principal on the scheduled maturity date of any Junior Financing (or within one year thereof), (C) payments or
distributions in respect of all or any portion of the Junior Financing with Excluded RP Contributions, (D) the conversion of any Junior Financing to Equity Interests in the Borrower or any Parent Entity, (E) so long as no Event of Default
has occurred and is continuing or would result therefrom and after giving effect to such payment or distribution the Borrower would be in Pro Forma Compliance, payments or distributions in respect of Junior Financings prior to their scheduled
maturity made, in an aggregate amount, not to exceed the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 6.08(b)(i)(E), such election to be specified in a written notice
of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be applied, (F) other payments or distributions in respect of Junior
Financings prior to their scheduled maturity date; provided that, no Event of Default has occurred and is continuing or would result therefrom and after giving effect to such Restricted Payment, the Total Leverage Ratio on a Pro Forma Basis
would not exceed
2.002.50 to 1.00, (G) so long as no Event of Default has occurred and is continuing, payments and distributions in respect of Junior Financings prior to their scheduled maturity date may be made in an aggregate
amount equal to $50.0
millionthe greater of $75.0 million and 0.085 times the EBITDA calculated on a Pro Forma Basis for the
Test Period (less any amounts that are used under Section 6.04(j)), (H) payments or distributions in respect of Junior Financings permitted by Section 2.11(a)(iiiiv) may be made
and, (I) so long as not prohibited by the
terms of the Global Intercompany Note or other applicable intercompany note, payments on subordinated intercompany
Indebtedness and (J) any payment may be made pursuant to (i) conversions or exchanges by holders
(including any cash payment upon conversions), payments of interest or principal, redemptions or required repurchases with respect to any Convertible Indebtedness permitted to be incurred under the terms of this Agreement, (ii) any payments in
connection with a Permitted Bond Hedge Transaction and (iii) the settlement of any related Permitted Warrant Transaction (x) by delivery of shares of the Borrower’s 


  
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common stock upon settlement thereof or (y) by
(A) set-off against the related Permitted Bond Hedge Transaction or (B) payment of an early termination amount thereof in common stock upon any early termination thereof;
provided, that, for purposes of determining compliance with this Section 6.08(b)(i), (A) a payment or other distribution need not be permitted solely by reference to one category of permitted payments or other distributions (or any
portion thereof) described in the above clauses but may be permitted in part under any combination thereof and (B) in the event that a payment or other distribution (or any portion thereof) meets the criteria of one or more of the categories of
permitted payments or other distributions (or any portion thereof) described in the above clauses, the Borrower may, in its sole discretion, classify or dividereclassify, or later divide, classify or reclassify (as if incurred on such later date) such permitted payment or other
distribution (or any portion thereof) in any manner that complies with this Section 6.08(b)(i) and at the time of classification
or reclassification will be entitled to only include
the amount and type of such payment or other distribution (or any portion thereof) in any of the categories of permitted payments or other distributions (or any portion thereof) described in the above clauses; or 

(ii) Amend or modify, or permit the amendment or modification of, any provision of Junior Financing that constitutes Material
Indebtedness or any agreement, document or instrument evidencing or relating thereto, other than amendments or modifications that (A) would not have a Material Adverse Effect (as determined in good faith by the Borrower) and that do not affect
the subordination or payment provisions thereof (if any) in a manner materially adverse to the Lenders when taken as a whole (as determined in good faith by the Borrower) or (B) otherwise comply with the definition of “Permitted
Refinancing Indebtedness” or, after giving effect to such amendment or modification, result in Indebtedness that would have been permitted to be incurred under Section 6.01 if originally incurred on such terms. 

(c) Permit any Material Subsidiary to enter into any agreement or instrument that by its terms restricts (i) the payment
of dividends or distributions or the making of cash advances to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary or (ii) except in the case of Excluded Subsidiaries, the granting of Liens by the Borrower or
such Material Subsidiary pursuant to the Security Documents, in each case other than those arising under any Loan Document, except, in each case, restrictions existing by reason of: 

(A) restrictions imposed by applicable law or regulation or in connection with any legal proceeding or
regulatory review by a governmental authority having regulatory authority; 
 (B) contractual encumbrances or
restrictions (x) in effect on the
ClosingSecond Amendment Effective
Date under Indebtedness existing on the
ClosingSecond Amendment Effective
Date and set forth on Schedule 6.01
or,
(y) under the Senior Unsecured Note Documents or
(z) in any Refinancing Notes or any agreements related to any Permitted Refinancing Indebtedness in respect of any such Indebtedness that, in each case, do not materially expand the scope
of any such encumbrance or restriction (as determined in good faith by the Borrower) or would not materially adversely affect the Loan Parties’ obligation or ability to make payments required hereunder (as determined in good faith by the
Borrower); 
 (C) any restriction on a Subsidiary imposed pursuant to an agreement entered into for
the sale or disposition of the Equity Interests or assets of a Subsidiary; 
 (D) customary provisions in
joint venture agreements and other similar agreements; 
 (E) any restrictions imposed by any agreement
relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the specific property or assets securing such Indebtedness and not all or substantially all assets; 

  
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 (F) any restrictions imposed by any agreement relating to
Indebtedness incurred pursuant to Sections 6.01(h), 6.01(k), 6.01(r), 6.01(y) or 6.01(ee) or Permitted Refinancing Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as
determined in good faith by the Borrower); 
 (G) customary provisions contained in leases or licenses
of intellectual property and other similar agreements entered into in the ordinary course of business; 
 (H)
customary provisions restricting subletting or assignment of any lease governing a leasehold interest; 
 (I)
customary provisions restricting assignment of any agreement entered into in the ordinary course of business; 

(J) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease,
license or other disposition of any asset permitted under Section 6.05 pending the consummation of such sale, transfer, lease, license or other disposition; 

(K) customary restrictions and conditions contained in the document relating to any Lien, so long as
(1) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by
this Section 6.08; 
 (L) customary net worth provisions contained in Real Property leases entered into
by Subsidiaries of the Borrower, 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 and its Subsidiaries to meet their ongoing obligations; 

(M) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not
entered into in contemplation of such person becoming a Subsidiary; 
 (N) restrictions in agreements
representing Indebtedness permitted under Section 6.01 of a Subsidiary of the Borrower that is not a Subsidiary Loan Party; 

(O) customary restrictions on leases, subleases, licenses or Equity Interests or asset sale agreements
otherwise permitted hereby as long as such restrictions relate to the Equity Interests and assets subject thereto; 

(P) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary
course of business; 
 (Q) restrictions contained in any Permitted Receivables Document with respect to any
Special Purpose Receivables Subsidiary; 
 (R) [Reserved]; 

(S) restrictions contained in any Operations Services Agreement; 

(T) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and
otherwise permitted hereunder that are, taken as a whole, in the good 

  
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faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have
determined in good faith that such restrictions will not materially affect its obligation or ability to make payments required hereunder; 

(U) [Reserved]; or 

(V) any encumbrances or restrictions of the type referred to in Sections 6.08(c)(i) and 6.08(c)(ii) above
imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of or similar arrangements or the contracts, instruments or obligations referred to in clauses (A) through
(U) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings or similar arrangements are, in the good faith judgment of the Borrower, no more
restrictive with respect to such dividend, other payment and Lien restrictions than those contained in the dividend, other payment and Lien restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding,
replacement or refinancing or similar arrangements or are otherwise in accordance with the terms of the applicable intercreditor agreement. 

SECTION 6.09. Fiscal Year. In the case of the Borrower only, permit any change to its fiscal year without prior notice
to the Administrative Agent, in which case, 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. 

SECTION 6.10. Financial Performance Covenant. With respect to the Revolving Facility only, permit the Senior Secured
Leverage Ratio on the last day of any fiscal quarter (beginning with the fiscal quarter ended on the last day of the first full fiscal quarter after the Closing Date), solely to the extent that on such date the Testing Condition is satisfied, to
exceed 6.25 to 1.00. 
 ARTICLE VII 

Events of Default 

SECTION 7.01. Events of Default. In case of the happening of any of the following events (each, an “Event of
Default”): 
 (a) any representation or warranty made or deemed made by any Loan Party herein or in
any other Loan Document or any certificate or document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when so made or deemed made; 

(b) default shall be made in the payment of any principal of any Loan when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; 

(c) default shall be made in the payment of any interest on any Loan or the reimbursement with respect to any
L/C Obligation or in the payment of any Fee or any other amount (other than an amount referred to in clause (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied
for a period of five Business Days; 
 (d) default shall be made in the due observance or performance by the
Borrower of any covenant, condition or agreement contained in Section 5.01(a) (with respect to the Borrower), 

  
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5.05(a) or 5.08 or in Article VI (subject to, in the case of the Financial Performance Covenant in Section 6.10, the Cure Right); provided, that any breach of the Financial
Performance Covenant shall not, by itself, constitute a Default or an Event of Default under any Term Facility and the Term Loans may not be accelerated as a result thereof unless there are Revolving Facility Loans outstanding that have been
accelerated by the Required Revolving Facility Lenders pursuant to the last sentence of this Section 7.01 as a result of such breach of the Financial Performance Covenant and the Revolving Facility Commitments have been terminated by the
Required Revolving Facility Lenders; provided, further, that in the event of any default under Section 6.10 (a “Financial Performance Covenant Event of Default”), upon the Administrative Agent’s receipt of a written
notice from the Borrower that the Borrower intends to exercise the Cure Right until the Cure Expiration Date, neither the Lenders nor the Administrative Agent nor the Collateral Agent shall exercise any rights or remedies under this
Section 7.01 available during the continuance of a Financial Performance Covenant Event of Default; 

(e) default shall be made in the due observance or performance by the Borrower or any other Loan Party of any
covenant, condition or agreement of such Loan Party contained in any Loan Document (other than those specified in paragraphs (b), (c) and (d) above) and such default shall continue unremedied for a period of 30 days (or 60 days if
such default results solely from a failure of a Subsidiary that is not a Loan Party to duly observe or perform any such covenant, condition or agreement) after written notice thereof from the Administrative Agent to the Borrower; 

(f) (i) any event or condition occurs that (A) results in any Material Indebtedness becoming due
prior to its scheduled maturity or (B) enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to
become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (ii) the Borrower or any of the Material Subsidiaries shall fail to pay the principal of any Material Indebtedness at
the stated final maturity thereof; provided that this clause (f) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale, disposition or transfer (including as a result of a casualty or condemnation event) of the property or assets securing such
Indebtedness if such sale, disposition or transfer is permitted hereunder and under the documents providing for such
Indebtedness and (y) any redemption, exchange, repurchase, conversion or settlement with respect to any
Convertible Indebtedness, or satisfaction of any condition giving rise to or permitting the foregoing; 

(g) there shall have occurred a Change in Control; 

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of
competent jurisdiction seeking (i) relief in respect of the Borrower or any Material Subsidiary, or of a substantial part of the property or assets of the Borrower or any Material Subsidiary, under Title 11 of the United States Code or the
Israeli Insolvency and Rehabilitation Law, in each case, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of the property or assets of the Borrower or any Material Subsidiary, (iii) the winding-up or liquidation of the
Borrower or any Material Subsidiary (other than as permitted hereunder) or (iv) the removal of any Israeli Subsidiary Loan Party from the records of the Israeli Registrar of Companies (other than as permitted hereunder); and such proceeding or
petition shall continue undismissed for 60 consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; 

  
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 (i) the Borrower or any Material Subsidiary shall
(i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code or the Israeli Insolvency and Rehabilitation Law, in each case, as now constituted or hereafter amended, or any other federal,
state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (h) above,
(iii) apply for or consent in writing to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of the property or assets of the
Borrower or any Material Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) become unable or
admit in writing its general inability or fail generally to pay its debts as they become due; 
 (j) the
failure by the Borrower or any Material Subsidiary to pay one or more final judgments aggregating in excess of $75.0100.0 million (to the extent not covered by insurance or indemnities), which judgments are not discharged or effectively
waived or stayed for a period of 45 consecutive days; 
 (k) any Israeli Subsidiary Loan Party is declared a
“company in violation” (hevra mefera) under Section 362A of the Israeli Companies Law and such designation continues unremedied for a period of 60 days; 

(l) (i) an ERISA Event or ERISA Events shall have occurred with respect to any Plan or Multiemployer Plan,
(ii) the Borrower or any Subsidiary shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that would subject the Borrower or any Subsidiary to tax or
(iii) a Foreign Plan Event occurs; and in each case in clauses (i) through (iii) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse
Effect; and 
 (m) (i) any material provision of any Loan Document shall for any reason be asserted in
writing by the Borrower or any Loan Party 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 and to extend to assets that constitute a material
portion of the Collateral shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected security interest (perfected as or having the priority required by this Agreement or the relevant Security Document and
subject to such limitations and restrictions as are set forth herein and therein), except to the extent that any such loss of perfection or priority results from the limitations of foreign laws, rules and regulations as they apply to pledges of
Equity Interests in or pledged Indebtedness of Foreign Subsidiaries or the pledge of assets of Foreign Subsidiaries, or the application thereof, or except from the action or inaction of the Collateral Agent (including the failure of the Collateral
Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Agreement or to file Uniform Commercial Code continuation statements or take the actions described on
Schedule 3.04) and except to the extent that such loss is covered by a lender’s title insurance policy and the Collateral Agent shall be reasonably satisfied with the credit of such insurer, or (iii) a material portion of the
Guarantees by the Subsidiary Loan Parties guaranteeing the Obligations shall cease to be in full force and effect (other than in accordance with the terms thereof), or shall be asserted in writing by the Borrower or any Subsidiary Loan Party not to
be in effect or not to be legal, valid and binding obligations (other than in accordance with the terms thereof); provided, that no Event of Default shall occur under this Section 7.01(m) if the Loan Parties cooperate with the Collateral
Agent to replace or perfect such security interest and Lien, 

  
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such security interest and Lien is replaced and the rights, powers and privileges of the Secured Parties are not materially adversely affected by such replacement; 

then, and in every such event (other than an event with respect to the Borrower described in paragraph (h) or (i) above and an event
described in paragraph (d) above unless the first proviso thereto is applicable), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the
Borrower, take any or all of the following actions, at the same or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due
and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding and (iii) if
the Loans have been declared due and payable pursuant to clause (ii) above, demand Cash Collateral pursuant to Section 2.05(g); and in any event with respect to the Borrower described in paragraph (h) or (i) above, the
Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document,
shall automatically become due and payable and the Administrative Agent shall be deemed to have made a demand for Cash Collateral to the full extent permitted under Section 2.05(g), without presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding. In the case of an Event of Default under clause (d) above arising with respect to a
failure to comply with the Financial Performance Covenant, and at any time thereafter during the continuance of such event, unless the conditions of the first proviso contained in clause (d) above have been satisfied, subject to
Section 7.02, the Administrative Agent, at the request of the Required Revolving Facility Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the
Revolving Facility Commitments and (ii) declare the Revolving Facility Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Revolving Facility Loans so declared to be due and payable,
together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder with respect to such Revolving Facility Loans, shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding. 

SECTION 7.02. Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that
the Borrower fails (or, but for the operation of this Section 7.02, would fail) to comply with the requirements of the Financial Performance Covenant, from the first day of the applicable fiscal quarter and until the expiration of the 10th
Business Day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c) (the “Cure Expiration Date”), any Parent Entity and/or the Borrower
shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of any Parent Entity and/or the Borrower (and, with respect to any Parent Entity, in each case, to contribute any such cash to
the capital of the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by any Parent Entity and/or the Borrower of such Cure
Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the
purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that, (i) in each four consecutive fiscal quarter period there shall be at least
two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving 

  
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Facility, (iii) for purposes of this Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant,
(iv) the Cure Amount shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained in this Agreement and shall not be included in the calculation of the
Cumulative Credit, (v) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Performance Covenant for the fiscal quarter in respect of which such
Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of unrestricted cash) and (vi) no Revolving Facility Lender or L/C Issuer shall be required to fund any Revolving Facility Loan or issue any
Letter of Credit, as applicable, during the period from delivery of written notice of the Borrower’s intention to exercise its Cure Right for the applicable fiscal quarter until the date the Borrower exercises such Cure Right for such fiscal
quarter. If, after giving effect to the adjustments in this Section 7.02, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of
the Financial Performance Covenant 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 Performance Covenant that
had occurred shall be deemed cured for the purposes of this Agreement. 
 SECTION 7.03. Treatment of Certain
Payments. Subject to the terms of any applicable Intercreditor Agreement and the Collateral Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any
acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 7.01(h) or Section 7.01(i), in each case that is continuing, shall be applied: (i) first, ratably, to pay
any fees, indemnities or expense reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrower (other than in connection with any Secured Cash Management Agreement or Secured Swap Agreement), (ii) second,
towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment of
unreimbursed L/C Borrowings then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of unreimbursed L/C Borrowings then due to such parties, (iv) fourth, towards payment of other
Obligations (including Obligations of the Loan Parties owing under or in respect of any Secured Cash Management Agreement or Secured Swap Agreement) then due from the Loan Parties, ratably among the parties entitled thereto in accordance with the
amounts of such Obligations then due to such parties and (v) last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Requirements of Law. 

ARTICLE VIII 
 The Agents 

SECTION 8.01. Appointment. 

(a) Each Lender (in its capacity as a Lender and on behalf of itself and its Affiliates as potential counterparties to Secured
Cash Management Agreements and Secured Swap Agreements) and each L/C Issuer (in such capacity and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Swap Agreements) hereby
irrevocably designates and appoints the Administrative Agent as the agent of such Lender or L/C Issuer, as applicable, under this Agreement and the other Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take
such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other
Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere 

  
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in this Agreement, the Administrative Agent 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 Administrative Agent. 

(b) The Administrative Agent, each Lender (in its capacity as a Lender and on behalf of itself and its Affiliates as potential
counterparties to Secured Cash Management Agreements and Secured Swap Agreements) and each L/C Issuer (in such capacity and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Swap
Agreements) hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, including to hold and enforce the same, and the Administrative Agent, each Lender and each L/C Issuer irrevocably authorizes the
Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the
terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or
responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders or any L/C Issuers, 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 Collateral Agent. 
 SECTION
8.02. Delegation of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. 

SECTION 8.03. Exculpatory Provisions. Neither the Administrative Agent nor the Collateral Agent, nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) 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 for its or such person’s own gross negligence or willful misconduct) or (b) 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 such Agent under or in connection with, this Agreement or any other Loan
Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder. Neither the
Administrative Agent nor the Collateral Agent shall 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. 
 SECTION 8.04. Reliance by Agents. The
Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or instruction 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 Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder 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. The Administrative 

  
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Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders 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 Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, 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. 

SECTION 8.05. Notice of Default. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent or Collateral 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 the Administrative Agent receives such a notice, it shall give notice thereof to the Lenders and the Collateral Agent. The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders, provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent
may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that this Agreement
requires that such action be taken only with the approval of the Required Lenders or each of the Lenders, as applicable. 

SECTION 8.06. Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders. Each Lender expressly
acknowledges that neither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the
Administrative Agent or Collateral Agent hereinafter taken, including any review of the affairs of any Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or Collateral Agent to any Lender or any L/C
Issuer. Each Lender and each L/C Issuer represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, Collateral 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 made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Collateral Agent or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to
the business, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder,
neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, properties, financial condition, prospects or
creditworthiness of any Loan Party that may come into the possession of the Administrative Agent or Collateral Agent, any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates. 

SECTION 8.07. Indemnification. The Lenders agree to indemnify the Administrative Agent and the Collateral Agent, each
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 portions of the total Term Loans and Revolving Facility Commitments (or, if
the Revolving Facility Commitments shall have terminated, in accordance the Revolving Facility Commitments in effect immediately prior to 

  
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such termination) held on the date on which indemnification is sought, 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 (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or the Collateral Agent 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 the
Administrative Agent or the Collateral Agent under or in connection with any of the foregoing, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or the Collateral Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent
jurisdiction. The agreements in this Section 8.07 shall survive the payment of the Loans and all other amounts payable hereunder. 

SECTION 8.08. Agents in their Individual Capacity. The Administrative Agent, the Collateral Agent and their Affiliates
may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such persons were not the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents. With respect to the
Loans made by it, the Administrative Agent and the Collateral Agent shall each have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not the Administrative Agent
or the Collateral Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent and the Collateral Agent in their individual capacities. 

SECTION 8.09. Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of
its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Borrower shall have the right, subject to the reasonable consent of the Required Lenders (so long as no Event of Default under
Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing, in which case the Required Lenders shall have the right), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States. If no such successor shall have been so appointed by the Borrower (or the Required Lenders, as applicable) and shall have accepted such appointment within 30 days after the retiring Agent gives
notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the retiring Agent shall notify the Borrower and the
Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder
and under the other Loan Documents (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as
a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the
Borrower (or the Required Lenders, as applicable) appoints a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder,
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the
other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article VIII and Section 9.05 shall continue in effect for the
benefit of such retiring Agent, its sub-agents and their 

  
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respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. 

Any resignation by Credit Suisse as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C
Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer,
(b) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters
of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 

SECTION 8.10. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the
Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer 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, the L/C Issuer 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 the L/C Issuer 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 applicable Overnight Rate from time to time in effect, in the applicable currency of such
recovery or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

SECTION 8.11. Administrative Agent 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, the Administrative 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 the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of
the Loans, 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 L/C Issuer and the Administrative Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the
Administrative Agent under Article II or Section 9.05) allowed in such judicial proceeding; and 
 (ii)
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if the
Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the 

  
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reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Article II and
Section 9.05. 
 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 the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote
in respect of the claim of any Lender or the L/C Issuer or in any such proceeding. 
 Anything contained in any of the Loan
Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce
the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and
remedies under the Security Documents may be exercised solely by the Collateral Agent. 
 SECTION 8.12. Collateral and
Guaranty Matters. Each Lender and L/C Issuer (in each case, in its capacity as a Lender or L/C Issuer, as applicable, and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Swap
Agreements) irrevocably authorizes the Collateral Agent, at its option and in its discretion, to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document if approved, authorized or ratified
in writing in accordance with Section 9.08, or pursuant to Section 9.18. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its
interest in particular types or items of property in accordance with this Section. 
 SECTION 8.13. Agents and
Arrangers. None of the Arrangers shall have any duties or responsibilities hereunder in its capacity as such. 
 SECTION
8.14. Intercreditor Agreements and Collateral Matters. The Administrative Agent and Collateral Agent shall be authorized from time to time, without the consent of any Lender, to execute or to enter into amendments of, and amendments and
restatements of, the Intercreditor Agreements permitted or required hereunder, in each case in order to effect the pari passu treatment or the subordination of and to provide for certain additional rights, obligations and limitations in respect of,
any Liens required or permitted by the terms of this Agreement to be Liens pari passu with or junior to the Obligations, that are, in each case, incurred in accordance with Article VI of this Agreement, and to establish certain relative rights as
between the holders of the Obligations and the holders of the Indebtedness secured by such Liens. 
 SECTION 8.15.
Withholding Tax. To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of
Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities
and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the
Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or 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 as a result of such Lender’s failure to comply with Section 9.04(c)(ii) relating to
the 

  
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maintenance of a Participant Register. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.
Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this
Section 8.15. The agreements in this Section 8.15 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” shall, for purposes of this Section 8.15, include any L/C Issuer. 

ARTICLE IX 
 Miscellaneous 

SECTION 9.01. Notices; Communications. 

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in Section 9.01(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic email
as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i) if to any Loan Party, the Administrative Agent or the L/C Issuer, to the address, facsimile number,
electronic mail address or telephone number specified for such person on Schedule 9.01; and 
 (ii) if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire. 

(b) Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if
such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. Any of the Administrative 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) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been
given when received. Notices sent by electronic means shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next
Business Day for the recipient). Notices or communications (i) sent to an e-mail address shall be deemed received when delivered and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the
intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefore. 

(d) Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the
other parties hereto. 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 

  
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effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for
such Lender. 
 (e) Documents required to be delivered pursuant to Section 5.04 (including any such documents that are
included in materials otherwise filed with the SEC) may be delivered electronically (including as set forth in Section 9.17) and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such
documents, or provides a link thereto on the Internet at the website(s) address listed on Schedule 9.01, or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet 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); provided, that (A) the Borrower shall deliver paper copies of such documents to the
Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (B) the Borrower shall notify the
Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for certificates required
by Section 5.04(c), the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any
such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 

SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties
herein, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and each
L/C Issuer and shall survive the making by the Lenders of the Loans, the execution and delivery of the Loan Documents and the issuance of the Letters of Credit, regardless of any investigation made by such persons or on their behalf, and shall
continue in full force and effect until the Termination Date. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement obligations contained herein (including pursuant to Sections 2.15, 2.16,
2.17, 8.07 and 9.05) shall survive the Termination Date. 
 SECTION 9.03. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the Borrower, each L/C Issuer, the Administrative Agent, the Collateral Agent and each Lender and their respective permitted successors and assigns. 

SECTION 9.04. Successors and Assigns. 

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any affiliate of the L/C Issuer that issues any Letter of Credit), except that (i) 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) except in connection with the transactions permitted by Section 6.05(b), and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the L/C Issuer that issues any Letter of Credit), Participants (to the extent provided in clause (c) of this Section 9.04), and, to the extent expressly contemplated
hereby, the Related Parties of each of the Agents, the L/C Issuer and 

  
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the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement or the other Loan Documents. 

(b) (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may assign 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) of: 
 (A) the Borrower, which consent, with respect to the assignment of a Term B
Loan or Term B-1 Loan, will be deemed to have been given if
the Borrower has not responded within ten (10) Business Days after the delivery of any request for such consent; provided, that no consent of the Borrower shall be required (i) for an assignment of a Term Loan to a Lender, an
Affiliate of a Lender or an Approved Fund, (ii) for an assignment of a Revolving Facility Commitment to a Revolving Facility Lender, (iii) in the case of assignments during the primary syndication of the Commitments and Loans, for an
assignment to persons identified to and agreed by the Borrower in writing prior to the Closing Date or (iv) if an Event of Default under Section 7.01(b), (c), (h) or (i) has occurred and is continuing, for an assignment to any
other person; 
 (B) the Administrative Agent; provided, that no consent of the Administrative
Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and 

(C) the L/C Issuer; provided, that no consent of the L/C Issuer shall be required for an assignment of
all or any portion of a Term Loan. 
 (ii) 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 the date the
Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than (x) $1.0 million or an integral multiple of $1.0 million in excess thereof in the case of Term Loans and (y) $5.0
million or an integral multiple of $1.0 million in excess thereof in the case of Revolving Facility Loans or Revolving Facility Commitments, unless each of 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 7.01(b), (c), (h) or (i) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its
Affiliates or Approved Funds (with simultaneous assignments to or by two or more Related Funds shall be treated as one assignment), if any; 

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and
Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if required by the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be
waived or reduced in the sole discretion of the Administrative Agent); 
 (C) the Assignee, if it shall not
be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any tax forms required to be delivered pursuant to Section 2.17; and 

  
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 (D) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. 

For the purposes of this Section 9.04, “Approved Fund” means any person (other than a natural person or a holding
company, investment vehicle or trust for, or owned and operated for the primary benefit of 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 (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

(iii) Each assigning Lender shall, in connection with any potential assignment, provide to the Borrower a copy of its request
(including the name of the prospective assignee(s)) concurrently with its delivery of the same request to the Administrative Agent irrespective of whether or not an Event of Default has occurred and is continuing. Subject to acceptance and recording
thereof pursuant to paragraph (b)(v) below, from and after the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections
2.15, 2.16, 2.17 and 9.05 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 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section 9.04. 

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy
of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans (and stated interest) and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the L/C Issuer and the Lenders shall treat each person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the L/C Issuer 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 Acceptance executed by an assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), all applicable tax forms, the processing and recordation
fee referred to in clause (b) of this Section and any written consent to such assignment required by clause (b) of this Section, the Administrative Agent promptly shall accept such Assignment and Acceptance and record the information
contained therein in the Register. No assignment, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this clause (b)(v). 

(c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations in Loans or
Commitments to one or more banks or other entities other than any Ineligible Institution (to the extent that the list of Ineligible Institutions is made available to any Lender upon request; provided, that regardless of whether the list of
Ineligible Institutions is made available to any Lender upon request, no Lender may sell participations in Loans or Commitments to an Ineligible Institution without the consent of the Borrower if the list of Ineligible Institutions has been made
available 

  
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to such Lender) (a “Participant”) in all or a portion of such Lender’s rights and 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 L/C Issuer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this
Agreement and the other Loan Documents; provided, that (x) 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 affected thereby pursuant to clauses (i), (ii), (iii) or (vi) of the first proviso to Section 9.08(b) and (2) directly and adversely affects such Participant (but, for the avoidance of doubt, not any
waiver of any Default or Event of Default) and (y) no other agreement with respect to amendment, modification or waiver may exist between such Lender and such Participant. Subject to Section 9.04(c)(iii), the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the limitations and requirements of those Sections and to the extent such Participant complies with Section 2.17(e) and (f) as though it were a
Lender) (it being understood that the documentation required under Section 2.17(e) and (f) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section 9.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender, provided such Participant agrees to be subject to
Section 2.18(c) as though it were a Lender. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any responsibility or obligation to determine whether any Participant
or potential Participant is an Ineligible Institution and the Administrative Agent shall have no liability with respect to any participation made to an Ineligible Institution. 

(ii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower,
maintain a register on which it enters the name and address of each Participant and the principal and interest amounts of each Participant’s interest in the Loans held by it (the “Participant Register”). The entries in the
Participant Register shall be conclusive, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of this Agreement, notwithstanding notice to the
contrary; provided that no Lender shall have any obligation to disclose all or any portion of a Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any
Commitments, Loans or other Obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other Obligation is in registered form for U.S. federal income tax purposes or such
disclosure is otherwise required by applicable law. 
 (iii) A Participant shall not be entitled to receive any greater
payment under Section 2.15, 2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the
Borrower’s prior written consent (not to be unreasonably withheld), which consent shall state that it is being given pursuant to this Section 9.04(c)(iii); provided that each potential Participant shall provide such information as
is reasonably requested by the Borrower in order for the Borrower to determine whether to provide its consent. 
 (d) Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank and in the
case of any Lender that is an Approved Fund, any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender, including 

  
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to any trustee for, or any other representative of, such holders, and this Section 9.04 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 Notes
to facilitate transactions of the type described in paragraph (d) above. 
 (f) Notwithstanding the foregoing, any
Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent. The Borrower, each Lender and the Administrative Agent hereby confirms that it
will not institute against a Conduit Lender or join any other person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year
and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless
each other party hereto and each Loan Party for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. 

(g) If the Borrower wishes to replace the Loans or Commitments under any Facility with ones having different terms, it shall
have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice to the Lenders under such Facility, instead of prepaying the Loans or reducing or terminating the Commitments to be
replaced, to (i) require the Lenders under such Facility to assign such Loans or Commitments to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Section 9.08 (with such replacement, if
applicable, being deemed to have been made pursuant to Section 9.08(d)). Pursuant to any such assignment, all Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as
would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrower), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to
Section 9.05(b). By receiving such purchase price, the Lenders under such Facility shall automatically be deemed to have assigned the Loans or Commitments under such Facility pursuant to the terms of the form of Assignment and Acceptance
attached hereto as Exhibit A, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of this Section 9.04(g) are intended to facilitate the maintenance of the perfection and
priority of existing security interests in the Collateral during any such replacement. 
 (h) Notwithstanding the foregoing
or anything to the contrary herein, no Lender shall be permitted to assign or transfer any portion of its rights and obligations under this Agreement to (A) any Ineligible Institution, to the extent the list of Ineligible Institutions is made
available to the Lenders upon request, (B) any Defaulting Lender or any of its subsidiaries, or any person who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described in this clause (B), or (C) a
natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the Administrative
Agent shall not have any responsibility or obligation to determine whether any Lender or potential Lender is an Ineligible Institution and the Administrative Agent shall have no liability with respect to any assignment made to an Ineligible
Institution. Any assigning Lender shall, in connection with any potential assignment, provide to the Borrower a copy of its request (including the name of the prospective assignee) concurrently with its delivery of the same request to the
Administrative Agent irrespective of whether or not an Event of Default has occurred and is continuing. 

  
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 (i) Notwithstanding anything to the contrary in Section 2.08,
Section 2.11(a) or Section 2.18(c) (which provisions shall not be applicable to clauses (i) or (j) of this Section 9.04), the Borrower or its Subsidiaries may purchase by way of assignment and become an Assignee with respect
to Term Loans and/or Revolving Facility Loans (other than any such Loans held by an Affiliate Lender) at any time and from time to time from Lenders in accordance with Section 9.04(b) hereof or reduce the aggregate amount of any Revolving
Facility Commitment of a Lender that has agreed to such reduction (“Permitted Loan Purchases”); provided that (A) no Event of Default has occurred and is continuing or would result from the Permitted Loan Purchase,
(B) no Permitted Loan Purchase shall be made from the proceeds of any extensions of credit under the Revolving Facility, (C) upon consummation of any such Permitted Loan Purchase, the Loans and/or Revolving Facility Commitments purchased
or terminated pursuant thereto shall be deemed to be automatically and immediately cancelled and extinguished in accordance with Section 9.04(j), (D) to the extent the Borrower is making a Permitted Loan Purchase of Revolving Facility
Loans or Revolving Facility Commitments, upon giving effect to such Permitted Loan Purchase, there shall be sufficient aggregate Revolving Facility Commitments among the Revolving Facility Lenders to apply to the Outstanding Amount of the L/C
Obligations thereunder as of such date, unless the Borrower shall concurrently with the payment of the purchase price by the Borrower for such Revolving Facility Loans or the termination of such Revolving Facility Commitments, deposit cash
collateral in an account with the Administrative Agent pursuant to Section 2.05(g) in the amount of any such excess Outstanding Amount of the L/C Obligations thereunder and (E) in connection with any such Permitted Loan Purchase (other
than a termination of Revolving Facility Commitments), the Borrower or its Subsidiaries and such Lender that is the assignor shall execute and deliver to the Administrative Agent a Permitted Loan Purchase Assignment and Acceptance (and for the
avoidance of doubt, (x) shall make the representations and warranties set forth in the Permitted Loan Purchase Assignment and Acceptance and (y) shall not be required to execute and deliver an Assignment and Acceptance pursuant to
Section 9.04(b)(ii)(B)). 
 (j) Each Permitted Loan Purchase shall, for purposes of this Agreement (including, without
limitation, Section 2.08(b)) be deemed to be an automatic and immediate cancellation and extinguishment of such Term Loans and/or Revolving Facility Loans (with a corresponding permanent reduction in Revolving Facility Commitments) or
termination of the Revolving Facility Commitments, if applicable, and the Borrower shall, upon consummation of any Permitted Loan Purchase, notify the Administrative Agent that the Register be updated to record such event as if it were a prepayment
of such Loans (and in the case of Revolving Facility Loans or Revolving Facility Commitment, a permanent reduction in Revolving Facility Commitments). 

SECTION 9.05. Expenses; Indemnity. 

(a) The Borrower agrees to pay, within 30 days of written demand therefor (including documentation reasonably supporting such
request), (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent and the Arrangers in connection with the preparation of this Agreement and the other Loan
Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited, in the case of legal fees and
expenses, to the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one intellectual
property counsel in England and Wales and one local counsel in each appropriate jurisdiction for all such persons, taken as a whole), and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Agents,
the L/C Issuers or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or Letters of Credit issued hereunder (excluding
allocated costs of in-house counsel and limited, (i) in the case of legal fees and expenses, to the 

  
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reasonable fees, charges and disbursements of a single primary counsel for all such persons, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local
counsel in each appropriate jurisdiction for all such persons, taken as a whole (and, in the event of any actual or perceived conflict of interest where such person affected by such conflict informs the Borrower of such conflict and thereafter
retains its own counsel with the Borrower’s prior written consent (not to be unreasonably withheld), of another single firm of counsel (and local counsel, if applicable) for each group of similarly situated persons) and (ii) in the case of
fees or expenses of any other advisor or consultant, solely to the extent the Borrower has consented to the retention of such person). 

(b) The Borrower agrees to indemnify the Administrative Agent, the Agents, the Arrangers, each L/C Issuer, each Lender, each of
their respective Affiliates, and each of their respective directors, partners, officers, employees, agents, trustees and advisors (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements (limited in the case of legal fees to the reasonable and documented out-of-pocket legal expenses incurred in
connection with investigating or defending any of the items in clauses (i) through (v) below, and excluding the allocated costs of in house counsel and limited to not more than one counsel for all such Indemnitees, taken as a whole, and,
if necessary, a single local counsel in each appropriate jurisdiction for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of
such conflict and thereafter retains its own counsel with the Borrower’s prior written consent (not to be unreasonably withheld or delayed), of another firm of counsel (and local counsel, if applicable) for each group of similarly situated
Indemnitees)), and, in the case of fees or expenses with respect to any other advisor or consultant, limited solely to the extent the Borrower has consented to the retention of such person, incurred by or asserted against any Indemnitee arising out
of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of
their respective obligations thereunder or the consummation of or otherwise relating to the Transactions, the Second
Amendment Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit, (iii) any violation of or
liability under Environmental Laws by the Borrower or any Subsidiary, (iv) any actual or alleged presence, Release or threatened Release of or exposure to Hazardous Materials at, under, on, from or to any property owned, leased or operated by
the Borrower or any Subsidiary or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or
by the Borrower or any of its subsidiaries or Affiliates; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by
a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (1) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties (for purposes of this proviso only, each of
the Agents, any Arranger, any L/C Issuer and any Lender shall be treated as several and separate Indemnitees, but each of them together with its respective Related Parties (other than advisors), shall be treated as a single Indemnitee) or
(2) any material breach of any Loan Document, the Engagement
LetterLetters or the Agent Fee
Letter by such Indemnitee or any of its Related Parties or (y) arose from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and is
brought by an Indemnitee against another Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent, Arranger or L/C Issuer in its capacity as such); provided further, that
such indemnity shall not, as to any Indemnitee, be available with respect to any settlement entered into by such Indemnitee or any of its Related Parties without the Borrower’s written consent (such consent not to be unreasonably withheld,
delayed or conditioned); provided further, that such indemnity shall not, as to any Indemnitee, be available with respect to any expenses of the type referred to in Section 9.05(a) except to the extent such expenses would
otherwise be of the type referred to in this Section 9.05(b). None of the Indemnitees (or any of their respective Affiliates) 

  
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shall be responsible or liable to the Borrower or any of its subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages,
which may be alleged as a result of the Facility, the Transactions or the Second Amendment Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions
contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any
Arranger, any L/C Issuer or any Lender. All amounts due under this Section 9.05 shall be payable within fifteen (15) days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement,
indemnification or other amount requested. 
 (c) Except as expressly provided in Section 9.05(a) with respect to
Other Taxes, which shall not be duplicative of any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply to Taxes, except Taxes that represent damages or losses resulting from a non-Tax claim. 

(d) To the fullest extent permitted by applicable law, each of the parties hereto shall not assert, and hereby waives, any
claim against any other party hereto or any of their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that nothing
contained in this sentence shall limit the Borrower’s indemnification obligations to the extent set forth hereinabove to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection
with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 

(e) The agreements in this Section 9.05 shall survive the resignation of the Administrative Agent, the Collateral Agent,
any L/C Issuer, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations and the termination of this Agreement. 

SECTION 9.06. Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each L/C
Issuer and any Affiliate of the foregoing is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any
time held and other Indebtedness at any time owing by such Lender or such L/C Issuer to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement or any
other Loan Document held by such Lender or such L/C Issuer, irrespective of whether or not such Lender or such L/C Issuer shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured;
provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the
provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender
shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each L/C Issuer under this
Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such L/C Issuer may have. 

  
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 SECTION 9.07. Governing Law. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW. 

SECTION 9.08. Waivers; Amendment. 

(a) No failure or delay of the Administrative Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or
under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, each L/C Issuer and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by clause (b)
below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Loan Party in any case shall entitle such person to any other or further notice or demand in
similar or other circumstances. 
 (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof
may be waived, amended or modified except (x) as provided in Section 2.21 or Section 2.23, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative
Agent (and consented to by the Required Lenders), and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders; provided,
however, that no such agreement shall: 
 (i) decrease or forgive the principal amount of, or extend
the final maturity of, or decrease the rate of interest on, any Loan or any L/C Obligation, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in
Section 2.05(a)(ii)(B) or Section 2.05(b)), without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall
be the only consent required hereunder to make such modification); provided, that (x) any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this
clause (i) and (y) any waiver or modification of conditions precedent, Defaults or Events of Default, in each case for the purpose of obtaining an extension of credit hereunder, or of any mandatory prepayment required hereunder or of any
interest required to be paid under Section 2.13(c), shall not constitute a decrease or forgiveness of principal or interest or a decrease in the rate of interest or an extension of maturity for purposes of this clause (i); 

(ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or L/C Participation Fees
or other fees of any Lender without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that
(x) any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the Commitment Fees or any other fees for purposes of this clause (ii) and (y) waivers or modifications of conditions
precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory 

  
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reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii); 

(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date
or extend any date on which payment of interest on any Loan or any L/C Obligation or any Fees is due, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such
Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); 

(iv) amend Section 2.18(c), the provisions of Section 5.02 of the Collateral Agreement, or any
analogous provision of any other Security Document or Section 7.03 of this Agreement, in a manner that would by its terms alter the pro rata sharing or the order of payments required thereby, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely
affected thereby shall be the only consent required hereunder to make such modification); 

(v) amend or modify the provisions of this Section 9.08 or the definition of the terms “Required
Lenders,” “Majority Lenders”, “Required Revolving Facility Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the
only consent required hereunder to make such modification) (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders,
Majority Lenders and Required Revolving Facility Lenders, as applicable, on substantially the same basis as the Loans and Commitments are included on the Closing Date); 

(vi) release all or substantially all of the Collateral or release all or substantially all of the Subsidiary
Loan Parties from their respective Guarantees under the Guarantee Agreement, unless such release is pursuant to the terms of this Agreement, the Collateral Agreement or the Guarantee Agreement, as applicable, without the prior written consent of
each Lender; 
 (vii) effect any waiver, amendment or modification that by its terms adversely affects the
rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility
(it being understood that such consent of the Majority Lenders participating in the adversely affected Facility shall be the only consent required hereunder for such waiver, amendment or modification) (it being agreed that the Required Lenders may
waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); 

(viii) (i) amend, waive or otherwise modify the provisions of Section 4.01, solely as they relate to the
Revolving Facility Loans and Letters of Credit, (ii) amend, waive or otherwise modify the provisions of Section 6.10 and any defined term as used therein (but not as used anywhere else in the Loan Documents) or any other provision of the
Loan Documents incorporating Section 6.10 with respect to the effects thereof, (iii) waive or consent to any Default or Event of Default resulting from a breach of Section 6.10 or (iv) alter the rights or remedies of the Required
Revolving Facility Lenders arising pursuant to Article VII as a result of a breach of Section 6.10, in each case, without 

  
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the written consent of the Required Revolving Facility Lenders (which, notwithstanding the foregoing, such consent of the Required Revolving Facility Lenders shall be the only consent required
hereunder to make such amendment, waiver or modification); 
 provided, further, that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent or an L/C Issuer hereunder without the prior written consent of the Administrative Agent or such L/C Issuer acting as such at the effective date of such agreement, as applicable. Each
Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any successor or assignee of such Lender. Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have the right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may
be affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver,
amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting
Lender. 
 (c) Without the consent of any Lender or L/C Issuer, the Loan Parties and the Administrative Agent or Collateral
Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting,
perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security
interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan
Document. 
 (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written
consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement 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 the Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (b) to include
appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, Majority Lenders and/or Required Revolving Facility Lenders, as applicable. 

(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of
the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental Term Loan Commitments, Incremental Revolving Facility Commitments, Extended Term Loans, Extended
Revolving Facility Commitments, Refinancing Term Loans or Replacement Revolving Facility Commitments in a manner consistent with Section 2.21, including, with respect to Other Revolving Loans or Other Term Loans, as may be necessary to
establish such Commitments or Loans, as a separate Class or tranche from the existing Commitments or Loans, as applicable, (B) to cure any ambiguity, omission, defect or inconsistency or (C) to establish separate Classes, tranches,
sub-Classes or sub-tranches if the terms of a portion (but not all) of an existing Class or tranche is amended in accordance with Section 9.08(b). 

(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to
ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date 

  
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(an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata
basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be
deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and each such Lender shall be deemed to have effectuated such assignments as shall be required to
ensure the foregoing. The “Pro Rata Share” of any Lender on the Applicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans
made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date. 

(g) With respect to the incurrence of any secured or unsecured Indebtedness (including any intercreditor agreement relating
thereto), the Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer at least three Business Days prior to the incurrence thereof (or such shorter time as the
Administrative Agent may agree), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the same or the subordination
provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall either, at the Borrower’s election, (x) state that the Borrower has determined
in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Section 6.01 and 6.02 (taking into account any other applicable provisions of this Section 9.08), in which case such certificate shall be
conclusive evidence thereof, or (y) request the Administrative Agent to confirm, based on the information set forth in such certificate and any other information reasonably requested by the Administrative Agent, that such Indebtedness satisfies
such requirements, in which case the Administrative Agent may determine whether, in its reasonable judgment, such requirements have been satisfied (in which case it shall deliver to the Borrower a written confirmation of the same), with any such
determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations. 

(h) Notwithstanding the foregoing, this Agreement may be amended, with the written consent of each Revolving Facility Lender
under the applicable Revolving Facility, the Administrative Agent and the Borrower (but no other Lenders) to the extent necessary to integrate any Alternate Currency. 

SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable
interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document executed in connection herewith, or otherwise
contracted for, charged, received, taken or reserved by any Lender or any L/C Issuer, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in
accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender or such L/C Issuer, shall be limited to the Maximum Rate; provided, that such excess amount shall be paid to such Lender
or such L/C Issuer on subsequent payment dates to the extent not exceeding the legal limitation. 
 SECTION 9.10. Entire
Agreement. This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or
representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended
to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents. 

  
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 SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 9.11. 
 SECTION 9.12. Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any
way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions. 
 SECTION 9.13. Counterparts; Electronic Execution of Documents. 

(a) This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which,
when taken together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an executed counterpart to this Agreement by facsimile transmission (or other electronic transmission pursuant to
procedures approved by the Administrative Agent) shall be as effective as delivery of a manually signed original. 
 (b) The
words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including
without limitation Assignment and Acceptances, amendments, Borrowing Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms
approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly
agreed to by the Administrative Agent pursuant to procedures approved by it. 
 SECTION 9.14. Headings. Article and
Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

SECTION 9.15. Jurisdiction; Consent to Service of Process. 

(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof (collectively, 

  
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“New York Courts”), in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents (other than the Mortgages or as expressly provided in any
other Security Document), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any
jurisdiction, except that each of the Loan Parties agrees that, except as expressly provided in any Security Document, (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed
by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other
jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure
to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts. 
 (b) Each of
the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court. 
 (c) Each party hereto irrevocably consents to service of process in the
manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law. 

SECTION 9.16. Confidentiality. Each of the Lenders, each L/C Issuer and each of the Agents agrees that it shall
maintain in confidence any information relating to any Parent Entity, the Borrower and any subsidiary furnished to it by or on behalf of any Parent Entity, the Borrower or any subsidiary (other than information that (a) has become available to
the public other than as a result of a disclosure by such party in breach of this Section 9.16, (b) has been independently developed by such Lender, such L/C Issuer or such Agent without violating this Section 9.16 or (c) was or
becomes available to such Lender, such L/C Issuer or such Agent from a third party which, to such person’s knowledge, had not breached an obligation of confidentiality to the Borrower, any Parent Entity or any subsidiary) and shall not reveal
the same other than to its Affiliates, and to its and its Affiliates’ directors, trustees, officers, employees and advisors with a need to know or to any person that approves or administers the Loans on behalf of such Lender (so long as each
such person shall have been instructed to keep the same confidential and it being understood and agreed that such Agent, such L/C Issuer or such Lender, as applicable, shall be responsible for any breach of confidentiality by any such person to
which such Agent, L/C Issuer or Lender discloses such information to), except: (A) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance
Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded (provided that notice of such requirement or order shall be promptly furnished to the Borrower
prior to such disclosure to the extent practicable and legally permitted), (B) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association
of Insurance Commissioners or the National Association of Securities Dealers, Inc., (C) in order to enforce its rights under any Loan Document in a legal proceeding, (D) to any pledgee under Section 9.04(d) or any other prospective
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in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance with this Section 9.16 or terms substantially
similar to this Section), (E) to any direct or indirect contractual counterparty in Swap Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such
contractual counterparty agrees to be bound by the provisions of this Section 9.16 or terms substantially similar to this Section), (F) to rating agencies, market data collectors, similar services providers to the lending industry, and
service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement and (G) disclosures to any other Person with the prior written consent of the Borrower and the Administrative
Agent; provided that, in the case of clauses (D) and (E), no information may be provided to a person known to be an Ineligible Institution or person who is known to be acting for an Ineligible Institution. 

SECTION 9.17. Platform; Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent
and/or the Arrangers will make available to the Lenders and the L/C Issuer 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 (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information (or, if none of
the Borrower or any Parent Entity is at the time a public reporting company, material information that is not publicly available and that is of a type that would not reasonably be expected to be publicly available if the Borrower or a Parent Entity
was a public reporting company) with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower
Materials that may be distributed to the Public Lenders and that (i) all the Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat the Borrower
Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws
(provided, however, that the Borrower Materials shall be treated as set forth in Section 9.16, to the extent the Borrower Materials constitute information subject to the terms thereof), (iii) all Borrower Materials marked
“PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (iv) the Administrative Agent and the Arrangers shall be entitled to treat the Borrower Materials that are not
marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” 

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, the L/C Issuer 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 the 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 or willful misconduct of such Agent Party; provided, however, that in no event


  
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shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other person for indirect, special, incidental, consequential or punitive damages (as opposed to direct
or actual damages). 
 SECTION 9.18. Release of Liens, Guarantees and Pledges. 

(a) The Lenders, the L/C Issuer and other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral
Agent by the Loan Parties on any Collateral shall be automatically released: (i) in full upon the occurrence of the Termination Date as set forth in Section 9.18(d) below; (ii) upon the disposition, transfer, contribution or distribution of such Collateral by
any Loan Party to a person that is not (and is not required to become) the Borrower or a Subsidiary Loan Party in a transaction not prohibited by this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided
to it by any Loan Party upon its reasonable request without further inquiry) (it being agreed that the Collateral Agent’s Lien on any Loan Party’s
interest in any Material Game shall not be released pursuant to this clause (ii) unless such disposition is made in accordance with Section 6.05(m) of this Agreement),
(iii) to the extent that such Collateral comprises property leased to a Loan Party by a person that is not a Loan Party, upon termination or expiration of such lease (and the Collateral Agent may rely conclusively on a certificate to that
effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose
consent may be required in accordance with Section 9.08), (v) to the extent that the property constituting such Collateral is owned by any Subsidiary Loan Party, upon the release of such Subsidiary Loan Party from its obligations under the
Guarantee in accordance with the Guarantee Agreement or clause (b) below (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry),
(vi) to the extent that the property constituting such Collateral constitutes Excluded Property, (vii) to the extent provided in any Security Document, and (viii) as required by the Collateral Agent to effect any disposition of
Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released)
upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any disposition, all of which shall continue to constitute part of the Collateral except
to the extent otherwise released in accordance with the provisions of the Loan Documents. 
 (b) In addition, the
Lenders, the L/C Issuer and other Secured Parties hereby irrevocably agree that the Subsidiary Loan Parties shall be released from the Guarantees upon the consummation of any transaction not prohibited hereunder resulting in such Subsidiary ceasing
to constitute a Subsidiary Loan Party or otherwise becoming an Excluded Subsidiary (provided that, notwithstanding the foregoing, a Subsidiary Loan Party shall not be released from its Guarantee solely due to becoming an Excluded Subsidiary
of the type described in clause (b) of the definition thereof due to a disposition of less than all of the Equity Interests of such Subsidiary Loan Party to an Affiliate of any Loan Party) (and the Collateral Agent may rely conclusively on a
certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry). 
 (c) The
Lenders, the L/C Issuer and other Secured Parties hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the
release of any Subsidiary Loan Party or release or subordination of Collateral pursuant to the provisions of this Section 9.18, all without the further consent or joinder of any Lender. Upon release pursuant to this Section 9.18, any
representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Subsidiary Loan Party shall no longer be deemed to be made. In connection with any release hereunder, the Administrative Agent and the Collateral
Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as 

  
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may be reasonably requested by the Borrower and at the Borrower’s expense in connection with the release or subordination of any Liens created by any Loan Document in respect of such
Subsidiary, property or asset; provided, that the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower containing such certifications as the Administrative Agent shall reasonably request. 

(d) Notwithstanding anything to the contrary contained herein or any other Loan Document, on the Termination Date, all Liens
granted to the Collateral Agent by the Loan Parties on any Collateral and all obligations of the Borrower and the other Loan Parties under any Loan Documents (other than such obligations that expressly survive the Termination Date pursuant to the
terms hereof) shall, in each case, be automatically released and, upon request of the Borrower, the Administrative Agent and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such
actions as shall be required to evidence the release of its security interest in all Collateral (including returning to the Borrower all possessory collateral (including all share certificates (if any)) held by it in respect of any Collateral), and
to evidence the release of all obligations under any Loan Document (other than such obligations that expressly survive the Termination Date pursuant to the terms hereof), whether or not on the date of such release there may be any
(i) obligations in respect of any Secured Swap Agreements or any Secured Cash Management Agreements and (ii) any contingent indemnification obligations or expense reimbursement claims not then due; provided, that the Administrative
Agent shall have received a certificate of a Responsible Officer of the Borrower containing such certifications as the Administrative Agent shall reasonably request. Any such release of obligations shall be deemed subject to the provision that such
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 Subsidiary Loan Party, 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 Subsidiary Loan Party or any substantial
part of its property, or otherwise, all as though such payment had not been made. The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Collateral Agent (and their respective
representatives) in connection with taking such actions to release the security interest in all Collateral and all obligations under the Loan Documents as contemplated by this Section 9.18(d). 

(e) Obligations of the Borrower or any of its Subsidiaries under any Secured Cash Management Agreement or Secured Swap
Agreement (after giving effect to all netting arrangements relating to such Secured Swap Agreements) 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. No person shall have any voting rights under any Loan Document solely as a result of the existence of obligations owed to it under any such Secured Swap Agreement or Secured Cash Management Agreement. For the avoidance of doubt, no
release or subordination of Collateral or release of Subsidiary Loan Parties effected in the manner permitted by this Agreement shall require the consent of any holder of obligations under Secured Swap Agreements or any Secured Cash Management
Agreements. 
 (f) In addition, the Administrative Agent and the Collateral Agent shall, upon the request of the Borrower,
and are hereby irrevocably authorized by the Lenders to: 
 (i) release any Lien on any property granted to
or held by the Collateral Agent under any Loan Document if such property becomes subject to a Lien that is permitted by Sections 6.02(c), (i) or (j), to the extent required by the terms of the obligations secured by such Liens; 

(ii) subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to
the holder of any Lien on such property that is permitted by Sections 6.02(dd), (i), (j), (q), (mm), (nn), (oo), or (pp) (solely with respect to a continuance, refinancing, extension or renewal of the Liens set forth in the foregoing clauses), to the extent required by the


  
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terms of the obligations secured by such Liens or by the
licensees under such licenses or sublicenses, or to the holder of any right to purchase such property (it being understood that such subordination will not in and of itself permit the sale or
disposition of such property except as otherwise permitted under this Agreement); 
 (iii) consent to
and enter into (and execute documents permitting the filing and recording of, where appropriate) (x) the grant of easements, covenants, conditions, restrictions, declarations, sub-divisions and/or rights to use common areas and
(y) subordination, non-disturbance and attornment agreements, in each case of this clause (y) in favor of the ultimate purchasers, or tenants under leases or subleases or licensees under licenses or easement holders under easements of any
portion of any project in connection with the transactions contemplated by Sections 6.05(i), (j), (o), (q), (r) and (x); and 
 (iv) subordinate any Mortgage to
any easements, rights of way, covenants, conditions, declarations, sub-divisions and restrictions and other similar rights reasonably acceptable to the Administrative Agent which are requested by the Loan Parties pursuant to the transactions
contemplated by Sections 6.05(q) and (r); provided that such actions shall be taken only to the extent that the material terms thereof are either substantially similar to forms of similar documents attached to the Loan Documents or are otherwise
reasonably acceptable to the Administrative Agent. 
 SECTION 9.19. 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 in respect of any such sum due from it to the Administrative Agent or
the Lenders 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 of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent
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 from the Borrower in
the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the person to whom such obligation was owing against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other person who may be entitled thereto under
applicable law). 
 SECTION 9.20. USA PATRIOT Act Notice. Each Lender that is subject to the USA PATRIOT Act and the
Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which
information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act. 

SECTION 9.21. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated
hereby, the Borrower acknowledges and agrees that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification
hereof or of any other Loan 

  
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Document) are an arm’s-length commercial transaction between the Loan Parties and their respective Affiliates, on the one hand, and the Agents, the Arrangers and the Lenders, on the other
hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other
modification hereof or thereof); (ii) in connection with the process leading to such transaction, each Agent, each Arranger and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for
any Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (iii) none of the Agents, any Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in
favor of any Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether
any Agent, any Arranger or any Lender has advised or is currently advising any Loan Party or their respective Affiliates on other matters) and none of the Agents, any Arranger or any Lender has any obligation to any of the Loan Parties or their
respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Agents, the Arrangers, the Lenders and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and none of the Agents, any Arranger or any Lender has any obligation to disclose any of such interests by
virtue of any advisory, agency or fiduciary relationship; and (v) the Agents, the Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions
contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The
Borrower hereby agrees that it will not claim that any of the Agents, the Arrangers, the Lenders or their respective affiliates has rendered advisory services of any nature or respect or owes a fiduciary duty or similar duty to it in connection with
any aspect of any transaction contemplated hereby. 
 SECTION 9.22. [Reserved]. 

SECTION 9.23. Affiliate Lenders. 

(a) Each Lender who is an Affiliate of the Borrower, excluding (x) the Borrower and its Subsidiaries and (y) any Debt
Fund Affiliate Lender (each such Lender, an “Affiliate Lender”; it being understood that (x) neither the Borrower nor any of its Subsidiaries may be Affiliate Lenders and (y) Debt Fund Affiliate Lenders and Affiliate
Lenders may be Lenders hereunder in accordance with Section 9.04, subject in the case of Affiliate Lenders only (but not, for the avoidance of doubt, Debt Fund Affiliate Lenders), to this Section 9.23), in connection with any
(i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, (ii) other action on any matter related to any Loan Document or
(iii) direction to the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification,
waiver, consent or other action (1) described in clauses (i), (ii), (iii) or (iv) of the first proviso of Section 9.08(b) or (2) that adversely affects such Affiliate Lender (in its capacity as a Lender) in a
disproportionately adverse manner as compared to other Lenders, such Affiliate Lender shall be deemed to have voted its interest as a Lender without discretion in such proportion as the allocation of voting with respect to such matter by Lenders who
are not Affiliate Lenders. Each Affiliate Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliate Lender’s attorney-in-fact, with full authority in the place and stead of
such Affiliate Lender and in the name of such Affiliate Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out
the provisions of this clause (a). 

  
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 (b) Notwithstanding anything to the contrary in this Agreement, no Affiliate
Lender shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower are not then present, (ii) receive any
information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to the Borrower or
its representatives, (iii) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent, the Collateral Agent or any
other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents, (iv) purchase any Term Loan if, immediately after giving effect to such purchase, Affiliate
Lenders in the aggregate would own Term Loans with an aggregate principal amount in excess of 25% of the aggregate principal amount of all Term Loans then outstanding or (v) purchase any Revolving Facility Loans or Revolving Facility
Commitments. It shall be a condition precedent to each assignment to an Affiliate Lender that such Affiliate Lender shall have represented to the assigning Lender in the applicable Assignment and Acceptance, and notified the Administrative
Agent, that it is (or will be, following the consummation of such assignment) an Affiliate Lender and that the aggregate amount of Term Loans held by it giving effect to such assignments shall not exceed the amount permitted by clause (iv) of
the preceding sentence. No Affiliate Lender shall be required to represent that it is not in possession of material non-public information (within the meaning of United States federal and state securities laws) with respect to the Borrower, its
Subsidiaries or their respective securities (or, if none of the Borrower or any Parent Entity is at the time a public reporting company, material information that is not publicly available and that is of a type that would not reasonably be expected
to be publicly available if the Borrower or a Parent Entity was a public reporting company), and the applicable seller shall deliver a customary “big boy” disclaimer letter or such disclaimer shall be incorporated into the terms of the
Assignment and Acceptance. 
 SECTION 9.24. Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions.
Solely to the extent any Lender or L/C Issuer that is an
EEAAffected Financial Institution
is a party to this Agreement and 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 EEAAffected 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 an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by
an EEAthe applicable Resolution
Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected 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 EEAAffected 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 any
EEAthe applicable Resolution Authority. 

  
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 SECTION 9.25. MIRE Events. In connection with any amendment to this
Agreement pursuant to which any increase, extension or renewal of Loans is contemplated, the Borrower agrees that (a) the effectiveness of any such amendment shall be subject to the accuracy in all material respects of the representations and
warranties set forth in Section 5.02 of this Agreement and (b) the Borrower shall cause to be delivered to the Administrative Agent for any Mortgaged Property the deliverables described in clauses (h)(i) and (h)(ii) of the definition of
“Collateral and Guarantee Requirement” not later than a date to be agreed between the Borrower and the Administrative Agent with respect to each such amendment (and for the avoidance of doubt, this clause (b) shall not be a condition
to the effectiveness of any such amendment). 
 SECTION 9.26. 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, the Arrangers and their respective Affiliates, 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 for
purposes of Title I of ERISA or Section 4975 of the Code) 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 prohibited 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, the Arrangers and their respective Affiliates, and 

  
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not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent, the Arrangers or any of their respective Affiliates 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 Documents or any documents related hereto or thereto). 

SECTION 9.27. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support,
through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as
follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations
promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact
be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): 

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in
property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit
Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first written above. 
  

			
	PLAYTIKA HOLDING CORP.,
	as Borrower
		
	By:	 	
                     
        

	Name:
	Title:


 [Signature Page to Credit Agreement] 












 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	as Administrative Agent, Collateral Agent, a Lender and an L/C Issuer
		
	By:	 	
                     
    

	Name:
	Title:
		
	By:	 	
                     
        

	Name:
	Title:


 [Signature Page to Credit Agreement] 












 
			
	GOLDMAN SACHS BANK USA,
	as a Lender and an L/C Issuer
		
	By:	 	
                     
            

	Name:
	Title:


 [Signature Page to Credit Agreement] 












 
			
	UBS AG, STAMFORD BRANCH,
	as a Lender and an L/C Issuer
		
	By:	 	
                     
        

	Name:
	Title:
		
	By:	 	
                     
            

	Name:
	Title:


 [Signature Page to Credit Agreement]