EX-10.2



 Exhibit 10.2 
  

 
  

Published Deal CUSIP Number: 59318PAA5 

Published Revolver CUSIP Number: 59318PAB3 

Published Term A CUSIP Number: 59318PAC1 

AMENDED AND RESTATED CREDIT AGREEMENT 

Dated as of April 25, 2016 

among 
 MGM RESORTS INTERNATIONAL

 as the initial Borrower, 

BANK OF AMERICA, N.A., 
 as
Administrative Agent and an L/C Issuer, 
 BANK OF AMERICA, N.A., 

as an L/C Issuer 
 and 

The Other Lenders Party Hereto 

BANK OF AMERICA, N.A., 
 JPMORGAN
CHASE BANK, N.A., 
 BARCLAYS BANK PLC, 

CITIGROUP GLOBAL MARKETS INC., 

DEUTSCHE BANK SECURITIES INC., 
 BNP
PARIBAS SECURITIES CORP., 
 FIFTH THIRD BANK, 

SUMITOMO MITSUI BANKING CORPORATION, 

SUNTRUST ROBINSON HUMPHREY, INC., 

MORGAN STANLEY SENIOR FUNDING, INC. and 

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 

as Joint Lead Arrangers 
  

 
  







 TABLE OF CONTENTS 
  

 

							
	 Section
	 	 	  	Page	 
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	  
			
	 1.01
	 	Defined Terms	  	 	1	  
	 1.02
	 	Other Interpretive Provisions	  	 	49	  
	 1.03
	 	Accounting Terms	  	 	50	  
	 1.04
	 	Rounding	  	 	51	  
	 1.05
	 	Times of Day	  	 	51	  
	 1.06
	 	Letter of Credit Amounts	  	 	51	  
	 1.07
	 	Exchange Rates; Currency Equivalents Generally	  	 	51	  
	 1.08
	 	Additional Alternative Currencies	  	 	51	  
	 1.09
	 	Change of Currency	  	 	52	  
	 1.10
	 	Amendment and Restatement	  	 	52	  
	 1.11
	 	Pro Forma Calculations	  	 	53	  
	 1.12
	 	Timing of Conditions Related to Limited Condition Transactions	  	 	54	  
		
	 ARTICLE II COMMITMENTS and Credit Extensions
	  	 	54	  
			
	 2.01
	 	The Loans	  	 	54	  
	 2.02
	 	Borrowings, Conversions and Continuations of Loans	  	 	55	  
	 2.03
	 	Letters of Credit	  	 	57	  
	 2.04
	 	Prepayments	  	 	66	  
	 2.05
	 	Termination or Reduction of Commitments	  	 	69	  
	 2.06
	 	Repayment of Loans	  	 	70	  
	 2.07
	 	Interest	  	 	71	  
	 2.08
	 	Fees	  	 	72	  
	 2.09
	 	Computation of Interest and Fees	  	 	72	  
	 2.10
	 	Evidence of Debt	  	 	72	  
	 2.11
	 	Payments Generally; Administrative Agent’s Clawback	  	 	73	  
	 2.12
	 	Sharing of Payments by Lenders	  	 	75	  
	 2.13
	 	Incremental Facilities	  	 	75	  
	 2.14
	 	Refinancing Amendments	  	 	79	  
	 2.15
	 	Extensions of Loans and Commitments	  	 	80	  
	 2.16
	 	Reverse Dutch Auction Repurchases	  	 	82	  
	 2.17
	 	Additional Borrowers	  	 	83	  
	 2.18
	 	Defaulting Lenders	  	 	84	  
		
	 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	87	  
			
	 3.01
	 	Taxes	  	 	87	  
	 3.02
	 	Illegality	  	 	90	  
	 3.03
	 	Inability to Determine Rates	  	 	91	  
	 3.04
	 	Increased Costs; Reserves on Eurodollar Rate Loans	  	 	91	  
	 3.05
	 	Compensation for Losses	  	 	93	  
	 3.06
	 	Mitigation Obligations; Replacement of Lenders	  	 	93	  
	 3.07
	 	Survival	  	 	94	  


  
 i 









 TABLE OF CONTENTS 

(continued) 
  


							
	 Section
	 	 	  	Page	 
	 ARTICLE IV CONDITIONS PRECEDENT TO Credit Extensions
	  	 	94	  
			
	 4.01
	 	Conditions of Initial Credit Extension	  	 	94	  
	 4.02
	 	Conditions to all Credit Extensions	  	 	98	  
		
	 ARTICLE V REPRESENTATIONS AND WARRANTIES
	  	 	99	  
			
	 5.01
	 	Existence and Qualification; Power; Compliance With Laws	  	 	99	  
	 5.02
	 	Authority; Compliance With Other Agreements and Instruments and Government Regulations	  	 	100	  
	 5.03
	 	No Governmental Approvals Required	  	 	100	  
	 5.04
	 	Subsidiaries	  	 	100	  
	 5.05
	 	Financial Statements	  	 	101	  
	 5.06
	 	No Other Liabilities	  	 	101	  
	 5.07
	 	Litigation	  	 	101	  
	 5.08
	 	Binding Obligations	  	 	101	  
	 5.09
	 	No Default	  	 	101	  
	 5.10
	 	ERISA	  	 	101	  
	 5.11
	 	Regulations T, U and X; Investment Company Act	  	 	101	  
	 5.12
	 	Disclosure	  	 	102	  
	 5.13
	 	Tax Liability	  	 	102	  
	 5.14
	 	Projections	  	 	102	  
	 5.15
	 	Hazardous Materials	  	 	102	  
	 5.16
	 	Solvency	  	 	102	  
	 5.17
	 	Material Adverse Effect	  	 	103	  
	 5.18
	 	Margin Stock	  	 	103	  
	 5.19
	 	Ownership of Property; Liens	  	 	103	  
	 5.20
	 	Security Interest; Absence of Financing Statements; Etc.	  	 	103	  
	 5.21
	 	Licenses and Permits	  	 	103	  
	 5.22
	 	Subordinated Debt	  	 	103	  
	 5.23
	 	Intellectual Property	  	 	104	  
	 5.24
	 	Regulation H	  	 	104	  
	 5.25
	 	Mortgaged Real Property	  	 	104	  
	 5.26
	 	Anti-Corruption Laws; Sanctions; USA PATRIOT Act	  	 	104	  
	 5.27
	 	Insurance	  	 	105	  
	 5.28
	 	EEA Financial Institution	  	 	105	  
		
	 ARTICLE VI AFFIRMATIVE COVENANTS
	  	 	105	  
			
	 6.01
	 	Preservation of Existence	  	 	105	  
	 6.02
	 	Maintenance of Properties	  	 	105	  
	 6.03
	 	Maintenance of Insurance	  	 	106	  
	 6.04
	 	Compliance With Laws	  	 	107	  
	 6.05
	 	Inspection Rights	  	 	107	  
	 6.06
	 	Keeping of Records and Books of Account	  	 	107	  
	 6.07
	 	Use of Proceeds	  	 	107	  


  
 ii 









 TABLE OF CONTENTS 

(continued) 
  


							
	 Section
	 	 	  	Page	 
	 6.08
	 	Additional Loan Parties	  	 	107	  
	 6.09
	 	Collateral Matters; Pledge or Mortgage of Real Property	  	 	108	  
	 6.10
	 	Security Interests; Further Assurances	  	 	108	  
	 6.11
	 	Limitation on Designations of Unrestricted Subsidiaries	  	 	110	  
	 6.12
	 	Taxes	  	 	110	  
	 6.13
	 	Compliance with Environmental Law	  	 	110	  
		
	 ARTICLE VII INFORMATION AND REPORTING COVENANTS
	  	 	111	  
			
	 7.01
	 	Financial Statements, Etc.	  	 	111	  
	 7.02
	 	Compliance Certificates	  	 	113	  
		
	 ARTICLE VIII NEGATIVE COVENANTS
	  	 	114	  
			
	 8.01
	 	Mergers, Consolidations and Asset Sales	  	 	114	  
	 8.02
	 	Limitation on Lines of Business	  	 	116	  
	 8.03
	 	Liens	  	 	117	  
	 8.04
	 	Indebtedness	  	 	118	  
	 8.05
	 	Payments of Certain Indebtedness	  	 	120	  
	 8.06
	 	Investments, Loans and Advances	  	 	121	  
	 8.07
	 	Restricted Payments	  	 	124	  
	 8.08
	 	Limitation on Certain Restrictions Affecting Subsidiaries	  	 	126	  
	 8.09
	 	Transactions with Affiliates	  	 	127	  
	 8.10
	 	Limitation on Changes to Fiscal Year	  	 	129	  
	 8.11
	 	Restrictions Applicable to the Designated Restricted Entities	  	 	129	  
	 8.12
	 	Financial Covenants	  	 	129	  
	 8.13
	 	Anti-Corruption Laws; Sanctions	  	 	131	  
		
	 ARTICLE IX EVENTS OF DEFAULT AND REMEDIES
	  	 	131	  
			
	 9.01
	 	Events of Default	  	 	131	  
	 9.02
	 	Remedies upon Event of Default	  	 	133	  
	 9.03
	 	Application of Funds	  	 	133	  
		
	 ARTICLE X ADMINISTRATIVE AGENT
	  	 	134	  
			
	 10.01
	 	Appointment and Authority	  	 	134	  
	 10.02
	 	Rights as a Lender	  	 	135	  
	 10.03
	 	Exculpatory Provisions	  	 	135	  
	 10.04
	 	Reliance by Administrative Agent	  	 	136	  
	 10.05
	 	Delegation of Duties	  	 	136	  
	 10.06
	 	Resignation of Administrative Agent or L/C Issuer	  	 	136	  
	 10.07
	 	Non-Reliance on Administrative Agent, Other Lenders and Arrangers	  	 	138	  
	 10.08
	 	No Other Duties, Etc.	  	 	138	  
	 10.09
	 	Administrative Agent May File Proofs of Claim	  	 	138	  
	 10.10
	 	Collateral and Guaranty Matters	  	 	140	  


  
 iii 









 TABLE OF CONTENTS 

(continued) 
  


							
	 Section
	 	 	  	Page	 
	 10.11
	 	Secured Cash Management Agreements and Secured Hedge Agreements	  	 	141	  
	 10.12
	 	Certain Notices	  	 	141	  
	 10.13
	 	Withholding Tax	  	 	142	  
		
	 ARTICLE XI I MISCELLANEOUS
	  	 	142	  
			
	 11.01
	 	Amendments, Etc.	  	 	142	  
	 11.02
	 	Notices; Effectiveness; Electronic Communications	  	 	145	  
	 11.03
	 	No Waiver; Cumulative Remedies; Enforcement	  	 	146	  
	 11.04
	 	Expenses; Indemnity; Damage Waiver	  	 	147	  
	 11.05
	 	Payments Set Aside	  	 	149	  
	 11.06
	 	Successors and Assigns	  	 	150	  
	 11.07
	 	Treatment of Certain Information; Confidentiality	  	 	156	  
	 11.08
	 	Right of Setoff	  	 	157	  
	 11.09
	 	Interest Rate Limitation	  	 	158	  
	 11.10
	 	Counterparts; Integration; Effectiveness	  	 	158	  
	 11.11
	 	Survival of Representations and Warranties	  	 	158	  
	 11.12
	 	Severability	  	 	159	  
	 11.13
	 	Replacement of Lenders	  	 	159	  
	 11.14
	 	Governing Law; Jurisdiction; Etc.	  	 	160	  
	 11.15
	 	Waiver of Jury Trial	  	 	161	  
	 11.16
	 	No Advisory or Fiduciary Responsibility	  	 	161	  
	 11.17
	 	Electronic Execution of Assignments and Certain Other Documents	  	 	162	  
	 11.18
	 	USA PATRIOT Act	  	 	162	  
	 11.19
	 	Joint and Several Obligations	  	 	162	  
	 11.20
	 	Gaming Law	  	 	163	  
	 11.21
	 	Master Lease	  	 	163	  
	 11.22
	 	ENTIRE AGREEMENT	  	 	163	  
	 11.23
	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	163	  

 SCHEDULES 
  

					
	 1.01
	 	Mortgaged Real Property	  	
	 2.01
	 	Commitments	  	
	 2.16
	 	Auction Procedures	  	
	 5.04
	 	Subsidiaries	  	
	 5.24
	 	Flood Zone Properties	  	
	 11.02
	 	Notice Addresses	  	


  
 iv 








 EXHIBITS 
  

			
	A	  	Form of Committed Loan Notice
	B	  	Form of Joint Borrower Provisions
	C-1	  	Form of Term A Note
	C-2	  	Form of Revolving Note
	D	  	Form of Compliance Certificate
	E-1	  	Form of Administrative Questionnaire
	E-2	  	Form of Assignment and Assumption
	F	  	Form of Assumption Agreement
	G-1	  	Forms of U.S. Tax Compliance Certificate
	G-2	  	Forms of U.S. Tax Compliance Certificate
	G-3	  	Forms of U.S. Tax Compliance Certificate
	G-4	  	Forms of U.S. Tax Compliance Certificate


  
 v 








 AMENDED AND RESTATED CREDIT AGREEMENT 

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 25, 2016, among
MGM RESORTS INTERNATIONAL, a Delaware corporation (the “Company” and, together with each other Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17, individually, a
“Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA,
N.A., as Administrative Agent and an L/C Issuer. The Parties hereto hereby agree with reference to the following facts: 
  

	 	A.	On the Closing Date, the credit facilities extended to the Company and Detroit pursuant to the Existing Credit Agreement were refinanced with the proceeds of the Bridge Credit Agreement and the letters of credit issued
pursuant to the Existing Credit Agreement were deemed replaced by and issued under this Agreement. 

  

	 	B.	The obligations of the Company under the Bridge Credit Agreement will be assumed by MGM Growth Properties Operating Partnership on the Closing Date and this Agreement will replace the Existing Credit Agreement.


  

	 	C.	The credit facilities under this Agreement will be used by the Company for corporate purposes, capital expenditures and working capital. 


In consideration of the mutual covenants and agreements herein contained, the parties hereto hereby amend and restate the Existing Credit
Agreement in its entirety as set forth herein, and covenant and agree as follows: 
 ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS 

1.01 Defined Terms. 
 As
used in this Agreement, the following terms shall have the meanings set forth below: 
 “7.500% Notes” means the
Company’s 7.500% Notes due 2016. 
 “10.000% Notes” means the Company’s 10.000% Notes due 2016. 

“Acceptable Land Use Arrangements” means the provisions of any easement agreements, street dedications or vacations,
entitlements, public and/or private utility easements, licenses, declarations of covenants, conditions and restrictions, and other similar provisions granted by the Company or its Subsidiaries which now exist, are permitted to be entered into under
the terms of any leases related to the Mortgaged Real Property or which are approved as to their form and substance by the Administrative Agent in writing, such approval not to be unreasonably withheld, conditioned or delayed. 

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent. 

  
 1 








 “Administrative Agent’s Office” means the Administrative Agent’s
address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders. 

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-1 or
any other form approved by the Administrative Agent. 
 “Affiliate” means, with respect to any person, any other person
that directly or indirectly controls, or is under common control with, or is controlled by, such person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common
control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise);
provided, that the Creditor Parties and their Affiliates shall not be deemed to be Affiliates of the Company or any of its Affiliates. 

“Agreement” means this Amended and Restated Credit Agreement. 

“ALTA” means American Land Title Association. 

“Alternative Currency” means each of Euro, Sterling, Yen and each other currency (other than Dollars) approved in accordance
with Section 1.08. 
 “Alternative Currency Equivalent” means, at any time, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the relevant 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 Alternative Currency with Dollars. 
 “Anti-Corruption Laws”
means any and all laws or regulations related to corruption or bribery, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Bribery Act 2010 of the United Kingdom and any law or regulation implementing the OECD Convention on
Combatting Bribery of Foreign Public Officials in International Business Transactions. 
 “Applicable Fee Rate” means, at
any time, in respect of the Revolving Facility, (a) from the Closing Date through the date that is six months after the Closing Date, 0.50% per annum and (b) thereafter, the applicable percentage per annum set forth below based upon
the Total Net Leverage Ratio as set forth in the most recent Compliance Certificate delivered pursuant to Section 7.02: 
  

									
	 Pricing

Level
	  	Total Net Leverage
Ratio	 	  	Applicable Fee Rate	 
	 1
	  	 	> 4.50:1.00	  	  	 	0.50	% 
	 2
	  	 	£ 4.50:1.00	  	  	 	0.375	% 

 Each change in the Applicable Fee Rate as set forth in the most recent Compliance Certificate delivered pursuant to
Section 7.02 shall be effective during the period commencing on the date of delivery of such Compliance Certificate and ending on the date immediately preceding the date of delivery of the next Compliance Certificate delivered pursuant
to Section 7.02. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Fee Rate for any period shall be subject to the provisions of Section 2.09. 

  
 2 








 “Applicable Percentage” means, as to each Lender at any time, the percentage
(carried out to the ninth decimal place) of the Commitments and Loans under a given Facility held by that Lender at such time. If the commitment of each Term A Lender to make Term A Loans or Revolving Lender to make Revolving Loans and the
obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02, or if the Term A Commitments or Revolving Commitments have expired, then the Applicable Percentage of each Lender in respect of
the applicable Facility shall be determined based on the Applicable Percentage of such Lender in respect of such Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in
respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 

“Applicable Rate” means, in respect of the Term A Facility and the Revolving Facility (i) for the first six months after
the Closing Date, 2.75% per annum, in the case of Eurodollar Rate Loans, and 1.75% per annum, in the case of Base Rate Loans, and (ii) thereafter from time to time, the following percentages per annum, based upon the Total Net
Leverage Ratio as set forth in the most recent Compliance Certificate delivered pursuant to Section 7.02: 
  

													
	 	  	 	 	  	Applicable Rate	 
	 Pricing

Level
	  	Total Net Leverage
Ratio	 	  	Eurodollar Rate +
Letters of Credit	 	 	Base Rate	 
	 1
	  	 	> 4.50x	  	  	 	2.75	% 	 	 	1.75	% 
	 2
	  	 	> 4.00x	  	  	 	2.50	% 	 	 	1.50	% 
	 3
	  	 	> 3.50x	  	  	 	2.25	% 	 	 	1.25	% 
	 4
	  	 	> 3.00x	  	  	 	2.00	% 	 	 	1.00	% 
	 5
	  	 	< 3.0x	  	  	 	1.75	% 	 	 	0.75	% 

 Each change in the Applicable Rate as set forth in the most recent Compliance Certificate delivered pursuant
to Section 7.02 shall be effective during the period commencing on the date of delivery of such Compliance Certificate and ending on the date immediately preceding the date of delivery of the next Compliance Certificate delivered
pursuant to Section 7.02; provided, however, that if a Compliance Certificate is not delivered when due in accordance with Section 7.02, then Pricing Level 1 shall apply in respect of the Term A Facility and the
Revolving Facility, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is
delivered. 
 “Applicable Revolving Percentage” means with respect to any Revolving Lender at any time, such Revolving
Lender’s Applicable Percentage in respect of the Revolving Facility at such time. 
 “Applicable Time” means, with
respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be reasonably determined by the Administrative Agent or the applicable L/C Issuer, as the case may be,
to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. 

“Appropriate Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect
to such Facility or Loan thereunder at such time and (b) with respect to the Letter of Credit Sublimit, (i) an L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving
Lenders. 

  
 3 








 “Approved Fund” means any Fund 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. 

“Arrangers” means, collectively, the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents. The
Arrangers are not parties to this Agreement or the other Loan Documents (other than the Fee Letters, to which certain Joint Lead Arrangers are party) in their capacities as Arrangers, and their sole contractual relationship in relation to the Loan
Documents is with the Company (and not with any other Loan Party). 
 “Asset Sale” means (a) any conveyance, sale,
lease, transfer or other disposition (including by way of merger or consolidation and including any sale and leaseback transaction, but excluding any Casualty Event (without giving effect to any materiality thresholds set forth in such definition))
of any Property (including accounts receivable and Equity Interests of any person owned by the Borrowers or the Restricted Subsidiaries but not any Debt Issuance), whether owned on the Closing Date or thereafter acquired, by the Borrowers or the
Restricted Subsidiaries to any Person (excluding operating leases and subleases and similar arrangements of any real or personal property in the ordinary course of business) and (b) any issuance or sale by any Restricted Subsidiary of its
Equity Interests to any Person, in the case of clauses (a) and (b), to the extent that the aggregate value of the interest in such Property conveyed, sold, leased, transferred, or otherwise disposed of or the Equity Interests
issued or sold, in each case whether in any single transaction or related series of transactions, is greater than or equal to $100,000,000. 

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds
managed by the same investment advisor. 
 “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-2 or any other form approved by
the Administrative Agent and Company. 
 “Assumption Agreement” means each Assumption Agreement executed by a Borrower
pursuant to Section 2.17, substantially in the form of Exhibit F. 
 “Attorney Costs” means all
reasonable and documented in reasonable detail fees, expenses and disbursements of any law firm or other external legal counsel. 

“Auction” has the meaning specified in Section 2.16(a). 

“Auction Manager” has the meaning specified in Section 2.16(a). 

“Audited Financial Statements” means the audited consolidated balance sheet of the Company for the Fiscal Year ended
December 31, 2015, and the related consolidated statements of operations, shareholders’ equity and cash flows for such Fiscal Year of the Company, including the notes thereto. 

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(iii). 

“Availability Period” means in respect of the Revolving Facility, the period from and including the Closing Date to the
earliest of (i) the Maturity Date for the Revolving Facility, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.05, and (iii) the date of termination of the


  
 4 








 
commitment of each Revolving Lender to make Revolving Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02. 

“Available Amount” means, as of any date of determination, the sum, without duplication, of (A) $500,000,000 plus
(B) Cumulative Net Income plus (C) the amount of dividends, distributions and returns of capital (including, for the avoidance of doubt, proceeds from sales of Investments financed using the Available Amount pursuant to
Section 8.06, but excluding any expense reimbursements, indemnification payments, and any ordinary course dividends added back to Borrower Group EBITDA), actually received in cash by the Borrower Group after the Closing Date and prior to
such date of determination from any Person which is not included in the Borrower Group plus (D) the net cash proceeds of any issuance by the Company of common Equity Interests or other Qualified Equity Interests after the Closing Date and prior
to such date of determination plus (E) the aggregate principal amount of any Indebtedness or Disqualified Equity Interests, in each case, of the Company and/or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness or
such Disqualified Equity Interests issued to the Company or a Restricted Subsidiary), which has been converted into or exchanged for Equity Interests of the Company, and/or any Restricted Subsidiary that does not constitute Disqualified Equity
Interests plus (F) upon the Revocation of a Subsidiary that was Designated as an Unrestricted Subsidiary, the aggregate amount of any Investment in such Subsidiary that was made pursuant to Section 8.06 at the time of such
Revocation plus (G) the Declined Proceeds. The Available Amount will be decreased by any amounts thereof (i) used to make Investments pursuant to Section 8.06(k), (ii) used to prepay, redeem, purchase, defease or satisfy
Indebtedness pursuant to Section 8.05(e), and (iii) used to make Restricted Payments pursuant to Section 8.07(g), effective immediately upon any such use. 

“Bail-In Action” means 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” means, with respect to any EEA Member
Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule. 
 “Bank of America” means Bank of America, N.A. 

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate
plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate
set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or
below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. 

“Borrower” or “Borrowers” have the meaning specified in the introductory paragraph hereto. 

“Borrower Group” means each Borrower, the Restricted Subsidiaries and the Designated Restricted Entities. 

  
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 “Borrower Group Adjusted Net Income” means Net Income of the Borrower Group
determined in accordance with GAAP; provided, that, without duplication: 
 (a) any after-tax effect, whether gains or losses, of
items considered unusual, infrequent, or any non-cash item considered non-recurring shall be excluded, 
 (b) the cumulative effect of a
change in accounting principles during such period shall be excluded, 
 (c) any after-tax effect of income (loss) from disposed, abandoned,
transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded, 

(d) any after-tax effect of gains or losses attributable to asset dispositions other than in the ordinary course of business, as determined in
good faith by the Company, shall be excluded, 
 (e) any after-tax effect, whether gains or losses attributable to the early extinguishment
of Indebtedness, hedging obligations or other derivative instruments shall be excluded, 
 (f) [reserved], 

(g) the Net Income for such period of any Person that is accounted for by the equity method of accounting, shall be excluded; provided
that Net Income shall be increased by the aggregate amount cash dividends or distributions received by the Borrower Group from such Person (to the extent such dividends or distributions are not included in the determination of Available Amount or
Borrower Group EBITDA); and provided that Net Income shall not be increased from dividends or distributions received from MGP or its subsidiaries. 

(h) any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans of the Company
or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded, 

(i) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Restricted
Subsidiaries) in amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded, 

(j) after-tax effect of any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising
pursuant to GAAP shall be excluded, and 
 (k) the Net Income for such period of any Restricted Subsidiary or Designated Restricted Entity
shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary or Designated Restricted Entity of its Net Income is not at the date of determination permitted without any prior
governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that
Restricted Subsidiary or Designated Restricted Entity or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Net Income of the Company will be increased
by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent 

  
 6 








 
converted into cash) or Cash Equivalents by such Restricted Subsidiary or Designated Restricted Entity to the Company or a Restricted Subsidiary or Designated Restricted Entity not subject to
such restriction in respect of such period, to the extent not already included therein. 
 “Borrower Group EBITDA” means,
for any fiscal period, the EBITDA of the Borrower Group for that fiscal period, after eliminating EBITDA of the Borrower Group attributable to Unconsolidated Affiliates plus, without duplication, the aggregate amount of any recurring or
ordinary course cash dividends or other recurring or ordinary cash distributions received by the Borrower Group from Unconsolidated Affiliates, Unrestricted Subsidiaries or from cost method investments (for the avoidance of doubt, a dividend or cash
distribution shall be deemed recurring or ordinary course to the extent such distribution was not intended to be a special dividend or distribution) minus rent incurred under the Master Lease and any Similar Lease (regardless of whether such
rent was reflected in Net Income for such period). 
 For purposes of determining Borrower Group EBITDA for any Test Period that includes
any period occurring prior to the Closing Date, Borrower Group EBITDA shall be calculated (i) with respect to any rent expense actually incurred under the Master Lease or any Similar Lease after the Closing Date, giving annualized effect to
such rent expense as if such Master Lease or Similar Lease had been in effect since the beginning of such Test Period and (ii) with respect to any recurring or ordinary course cash dividends or distributions received from MGM Growth Properties
Operating Partnership, giving annualized effect to such recurring or ordinary course cash dividends or distributions as if the Transactions had occurred at the beginning of such Test Period and such recurring or ordinary course cash dividends or
distributions had been in effect since the beginning of such Test Period, in the case of each of clause (i) and (ii) as determined by the Borrower in good faith. 

“Borrower Materials” has the meaning specified in Section 7.01. 

“Borrowing” means, in respect of any Facility, a borrowing under that Facility. 

“Bridge Credit Agreement” means that certain credit agreement dated as of the Closing Date, among the Company, Detroit,
Mandalay Corp., a Nevada corporation, Ramparts, Inc., a Nevada corporation, New Castle Corp, a Nevada corporation, Victoria Partners, a Nevada partnership, MGM Resorts Mississippi, Inc., a Mississippi corporation, Bank of America, N.A., as
administrative agent and the lenders party thereto. 
 “Bridge Loans” means the loans incurred under the Bridge Credit
Agreement. 
 “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, (i) the State of New York or (ii) the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day
on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market. 
 “Capital
Lease” as applied to any Person, means any lease of any Property by that Person as lessee that, in conformity with GAAP, is required to be classified and accounted for as a capital lease on the balance sheet of that Person; provided,
that for the avoidance of doubt, any lease that is accounted for by any Person as an operating lease as of the Closing Date and any Similar Lease entered into after the Closing Date by any Person may, in the sole discretion of the Company, be
treated as an operating lease and not a Capital Lease; and provided, further, that the Master Lease will not be deemed to be a Capital Lease. 

  
 7 








 “Cash Collateralize” has the meaning specified in Section 2.03(g).

 “Cash Equivalents” means any of the following types of Investments: 

(a) Government Securities due within one year after the date of the making of the Investment; 

(b) readily marketable direct obligations of any State of the United States or any political subdivision of any such State or
any public agency or instrumentality thereof given on the date of such Investment a credit rating of at least Aa by Moody’s or AA by S&P in each case due within one year from the making of the Investment; 

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that
(i) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the
District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (g) of this definition and (iii) has combined capital and surplus of
at least $1,000,000,000, in each case with maturities of not more than 180 days from the date of acquisition thereof; 

(d) certificates of deposit issued by, bank deposits in, eurodollar deposits through, bankers’ acceptances of, and
repurchase agreements covering Government Securities executed by any bank incorporated under the Laws of the United States, any State thereof or the District of Columbia and having on the date of such Investment combined capital, surplus and
undivided profits of at least $250,000,000, or total assets of at least $5,000,000,000, in each case due within one year after the date of the making of the Investment; 

(e) certificates of deposit issued by, bank deposits in, eurodollar deposits through, bankers’ acceptances of, and
repurchase agreements covering Government Securities executed by any branch or office located in the United States of a bank incorporated under the Laws of any jurisdiction outside the United States having on the date of such Investment combined
capital, surplus and undivided profits of at least $500,000,000, or total assets of at least $15,000,000,000, in each case due within one year after the date of the making of the Investment; 

(f) repurchase agreements covering Government Securities executed by a broker or dealer registered under Section 15(b) of
the Exchange Act, as amended, having on the date of the Investment capital of at least $500,000,000, due within 90 days after the date of the making of the Investment; provided that the maker of the Investment receives written
confirmation of the transfer to it of record ownership of the Government Securities on the books of a “primary dealer” in such Government Securities or on the books of such registered broker or dealer, as soon as practicable after the
making of the Investment; 
 (g) commercial paper issued by any Person organized under the laws of any state of the United
States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of
acquisition thereof; 

  
 8 








 (h) “money market preferred stock” issued by a corporation incorporated
under the Laws of the United States or any State thereof (i) given on the date of such Investment a credit rating of at least Aa by Moody’s and AA by S&P, in each case having an investment period not exceeding 50 days or
(ii) to the extent that investors therein have the benefit of a standby letter of credit issued by a Lender or a bank described in clauses (c) or (d) above; 

(i) a readily redeemable “money market mutual fund” sponsored by a bank described in clause (d) or
(e) hereof, or a registered broker or dealer described in clause (f) hereof, that has and maintains an investment policy limiting its investments primarily to instruments of the types described in clauses (a)
through (h) hereof and given on the date of such Investment a credit rating of at least Aa by Moody’s and AA by S&P; 

(j) corporate notes or bonds having an original term to maturity of not more than one year issued by a corporation incorporated
under the Laws of the United States or any State thereof, or a participation interest therein; provided that any commercial paper issued by such corporation is given on the date of such Investment a credit rating of at least Aa by
Moody’s and AA by S&P; and 
 (k) Investments, classified in accordance with GAAP as current assets, in money market
investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to
Investments of the character, quality and maturity described in clauses (a), (c) and (g) of this definition. 

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository,
overdraft, credit or debit card, electronic funds transfer and other cash management arrangements. 
 “Cash Management
Bank” means (a) any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender or the Administrative Agent or an Affiliate of the Administrative Agent, in its capacity as a party to
such Cash Management Agreement and (b) any Person that, at the time it, or its Affiliate, became a Lender or the Administrative Agent hereunder, was a party to a Cash Management Agreement. 

“Cash Management Obligations” means all obligations of any Loan Party under a Cash Management Agreement. 

“Casualty Event” means any loss of title or any loss of or damage to or destruction of, or any condemnation or other taking
(including by any Governmental Authority) of, any Property for which the Borrowers or the Restricted Subsidiaries receive cash insurance proceeds or proceeds of a condemnation award or other similar compensation (excluding proceeds of business
interruption insurance); provided, no such event shall constitute a “Casualty Event” if such proceeds or other compensation in respect thereof is less than $50,000,000. “Casualty Event” shall include, but not be limited
to, any taking of all or any part of any Real Property of the Borrowers or the Restricted Subsidiaries or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Law, or by reason of the temporary requisition of
the use or occupancy of all or any part of any Real Property of the Borrowers or the Restricted Subsidiaries or any part thereof by any Governmental Authority. 

  
 9 








 “Change in Law” means the occurrence, after the date of this Agreement, of any
of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any
Governmental Authority or (c) the making or implementation of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Authority; provided that notwithstanding anything herein to the
contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be
a “Change in Law,” regardless of the date enacted, adopted or issued. 
 “Change of Control” means an event or
series of events by which any “Person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person or its subsidiaries, any Person or entity
acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, or any Person formed as a holding company for the Company (in a transaction where the voting stock of the Company outstanding prior to such transaction is
converted into or exchanged for the voting stock of the surviving or transferee Person constituting all or substantially all of the outstanding shares of such voting stock of such surviving or transferee Person (immediately after giving effect to
such issuance)) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person or group shall be deemed to have “beneficial ownership” of all securities that such Person or
group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than 35% of the equity securities of the Company
entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such “Person” or “group” has the right to acquire
pursuant to any option right). 
 “CityCenter Holdings” means CityCenter Holdings, LLC, a Delaware limited liability
company. 
 “Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, are Term Loans, Revolving Loans, Incremental Term Loans, Other Revolving Loans, Other Term Loans, Extended Term Loans or Extended Revolving Loans (and the commitments, if any, to which such Loan or Borrowings relates). 

“Closing Date” means April 25, 2016, the first date all the conditions precedent in Section 4.01 were
satisfied or waived in accordance with Section 11.01. 
 “Co-Documentation Agents” means, collectively,
Barclays Bank PLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., BNP Paribas Securities Corp., Fifth Third Bank, Sumitomo Mitsui Banking Corporation, SunTrust Bank, Morgan Stanley Senior Funding, Inc. and Credit Agricole Corporate
and Investment Bank. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Collateral” means, at any date, all of the “Collateral”, “Mortgage Estates” and “Trust
Estates” then referred to in the Collateral Documents, including the Mortgaged Real Property. 
 “Collateral Coverage
Ratio” means, as of any date of determination, the ratio of (x) the sum of (i) the value of any additional Collateral to be provided on or about such date (which value shall be as 


  
 10 








 
shown in a FIRREA-compliant third-party appraisal of such additional Collateral or, if no such appraisal is available, shall be the book value of such Collateral as reasonably determined by the
Company in good faith) plus (ii) the value of the Collateral provided on or about the Closing Date (which value shall be as shown in a FIRREA-compliant third-party appraisal of such Collateral) plus (iii) without duplication
of clause (i), the value of any other additional Collateral provided after the Closing Date (which value shall be as shown in a FIRREA-compliant third-party appraisal of such additional Collateral or, if no such appraisal is available, shall be the
book value of such Collateral as reasonably determined by the Company in good faith) to (y) the aggregate principal amount of Indebtedness outstanding under this Agreement. 

“Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement, the Mortgages, and any supplements
or other similar agreements delivered to the Administrative Agent pursuant to Section 6.09 and Section 6.10, and each other agreement, instrument or document that creates or purports to create a Lien in favor of the
Administrative Agent for the benefit of the Secured Parties. 
 “Commitment” means a commitment to make Loans (and, in the
case of the Revolving Facility, to participate in Letters of Credit) under a Facility. On the Closing Date, the Commitments of the Lenders are the Revolving Commitments and the Term A Commitments, in each case as set forth on Schedule
2.01(a). 
 “Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Borrowing,
(c) an Other Revolving Borrowing, (d) an Extended Revolving Borrowing, (e) a conversion of Loans from one Type to the other, or (f) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the
Administrative Agent), completed and signed by a Responsible Officer. 
 “Commodity Exchange Act” means the Commodity
Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute. 
 “Company” has the
meaning specified in the introductory paragraph hereto. 
 “Company Party” means the Company or any of its Subsidiaries.

 “Competitor” means a Person or Affiliate of any Person, other than the Company or its Subsidiaries, which is among the
top 25 global gaming companies by annual revenues, or any lodging company having any material hotel business in Las Vegas, or any person proposing to build, own or operate a casino resort in any jurisdiction in which the Company or any of its
Subsidiaries does any material business or proposes to do business but excluding commercial or corporate banks, and any funds that are managed or controlled by such commercial or corporate banks which funds principally invest in commercial loans or
debt securities, in each case designated by written notice to the Administrative Agent and the Lenders (including by posting such notice to the Platform) prior to the Closing Date (or as updated by the Borrowers in writing after the Closing Date).

 “Compliance Certificate” means a certificate substantially in the form of Exhibit D with such amendments or
modifications as may be approved by the Administrative Agent and Company. 
 “continuing” means, with respect to any
Default or Event of Default, that such Default or Event of Default has not been cured or waived. 

  
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 “Contractual Obligation” means as to any Person, any provision of any security
issued by such Person or of any contractual obligation to which such Person is a party or by which it or any of its Property is bound or subject. 

“Convertible Debt” means Indebtedness of the Borrowers (which may be guaranteed by the Guarantors) permitted to be incurred
under the terms of this Agreement that is (i) either (a) convertible into common stock of the Company (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 Company and/or cash (in an amount determined by reference to the price of
such common stock) and (ii) subordinated to the Obligations on terms customary at the time for convertible subordinated debt securities. 

“Credit Agreement Refinancing Indebtedness” means other Indebtedness incurred pursuant to a Refinancing Amendment (including,
without limitation, Other Term Loans), in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of Existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, then
existing Term Loans or Revolving Commitments, or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that (i) such Indebtedness has a later maturity and a Weighted Average Life to
Maturity equal to or greater than the Refinanced Debt, (ii) such Indebtedness shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable
fees and expenses associated with the refinancing, (iii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall
be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained and (iv) the aggregate unused revolving commitments under such Credit Agreement Refinancing Indebtedness shall not exceed the unused Revolving
Commitments being replaced. 
 “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C
Credit Extension. 
 “Creditor Parties” means each of the Administrative Agent, each L/C Issuer and each Lender, and to the
extent relevant, each Cash Management Bank, Hedge Bank and Arranger. 
 “Cumulative Net Income” means, as of any date of
determination, the greater of (1) zero and (2) 50% multiplied by the cumulative Borrower Group Adjusted Net Income for the period (taken as one accounting period) from March 31, 2016 to the end of the Company’s most
recently ended Fiscal Quarter for which internal financial statements are available as of such date of determination. 
 “Debt
Issuance” means the incurrence by the Borrowers or any Restricted Subsidiary of any Indebtedness after the Closing Date (other than as permitted by Section 8.04). 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally. 
 “Declined Proceeds” has the meaning specified in Section 2.04(d). 

  
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 “Default” means any event or condition that constitutes an Event of Default or
that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 
 “Default Rate” means
(a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per
annum; provided, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and
(b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum. 

“Defaulting Lender” means, subject to Section 2.18, any Lender (a) that has failed to fund any portion of
the Term Loans, Revolving Loans or participations in L/C Obligations required to be funded by it hereunder within two Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the
Borrowers 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, (b) that has otherwise failed to pay over to the Administrative Agent, L/C Issuer or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due,
unless the subject of a good faith dispute, (c) for which the Administrative Agent has received notification that such Lender has, or has a direct or indirect parent company that is (i) insolvent, or is generally unable to pay its debts as
they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, (ii) the subject of a bankruptcy, insolvency, reorganization, liquidation or similar
proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its direct or indirect parent company, or such Lender or its direct or indirect parent company has taken any action in
furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment 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 or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or
agreements made with such Lender, (d) that has notified any Borrower, the Administrative Agent or 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
(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 the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied) or (e) that has failed, within three Business Days after written request by the Administrative Agent or a
Borrower, to confirm in writing to the Administrative Agent and such 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 (e) upon receipt of such written confirmation by the Administrative Agent and such Borrower). Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses
(a) through (e) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18(b)) as of the
date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrowers, the L/C Issuers and each Lender promptly following such determination. 

  
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 “Designate” has the meaning specified in Section 6.11(a). 

“Designated Jurisdiction” means any country or territory that is the subject of comprehensive Sanctions broadly prohibiting
dealings in, with or involving such country or territory. 
 “Designated Restricted Entities” means Detroit and any of its
Subsidiaries, in each case so long as such Person is a direct or indirect Subsidiary of the Company and is subject to Section 8.11. 

“Designation” has the meaning specified in Section 6.11(a). 

“Detroit” means MGM Grand Detroit, LLC, a Delaware limited liability company. 

“Discharged” means 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 the Indebtedness shall be deemed Discharged 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. 

“Disqualified Equity Interest” means, with respect to any Person, any Equity Interest of such Person that, by its terms (or
by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily
redeemable or redeemable at the sole option of the holder thereof (other than solely for Qualified Equity Interests or upon a sale of assets or a change of control that constitutes an Asset Sale or a Change of Control and is subject to the prior
payment in full of the Obligations or as a result of a redemption required by Gaming Laws), pursuant to a sinking fund obligation or otherwise (other than solely for Qualified Equity Interest) or exchangeable or convertible into debt securities of
the issuer thereof at the sole option of the holder thereof, in whole or in part, on or prior to the date that is 90 days after the Final Maturity Date then in effect at the time of issuance thereof. 

“Disqualified Lenders” has the meaning specified in Section 11.06(i)(i). 

“Dollar” and “$” mean lawful money of the United States. 

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and
(b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars 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 Dollars with such Alternative Currency. 
 “DQ
List” has the meaning specified in Section 11.06(i)(iv). 
 “EBITDA” means, with respect to any fiscal
period and with respect to any Person, the sum of (a) Net Income of such Person for that period, plus (b) any extraordinary loss reflected in such Net Income, and, without duplication, any loss associated with the early retirement
of Indebtedness and with any disposition not in the ordinary course of business, minus (c) any extraordinary gain reflected in such Net Income, and, without duplication, any gains associated with the early retirement of Indebtedness and


  
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with any disposition not in the ordinary course of business, plus (d) Interest Expense of such Person for that period, plus (e) the aggregate amount of expense for
federal, foreign, state and local taxes on or measured by income of such Person for that period (whether or not payable during that period), minus (f) the aggregate amount of benefit for federal, foreign, state and local taxes on or
measured by income of such Person for that period (whether or not receivable during that period), plus (g) depreciation, amortization and all unusual or non-recurring and/or non-cash expenses to the extent deducted in arriving at Net
Income for that period, plus (h) expenses classified as “pre-opening and start-up expenses” on the applicable financial statements of that Person for that fiscal period, plus (i) non-controlling or minority interest
reflected in Net Income, plus (j) any rent expense under the Master Lease or any Similar Lease reflected in Net Income, and, without duplication, in each case as determined in accordance with GAAP. 

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

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

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

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii),
(v) and (vi) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)); provided, no Defaulting Lender shall be an Eligible Assignee for the purposes of any assignment in respect of
the Revolving Facility or the Term A Facility. For the avoidance of doubt, any Disqualified Lender is subject to Section 11.06(i). 

“Elgin Sub” means MGM Elgin Sub, Inc., a Nevada corporation. 

“Environment” means ambient air, indoor air, surface water and groundwater (including potable water, navigable water and
wetlands), the land surface or subsurface strata or natural resources. 
 “Environmental Law” means any and all applicable
treaties, Federal, state, local, and foreign laws, statutes, ordinances, regulations, rules, decrees, judgments, directives, orders, consent orders, consent decrees, permits, licenses, and the common law, relating to pollution or protection of
public health or the Environment, Hazardous Materials, natural resource damages or occupational safety or human health to the extent related to exposure to Hazardous Materials. 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of
any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract or agreement pursuant to which liability is assumed or imposed with respect to any
of the foregoing. 

  
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 “Equity Interests” means, with respect to any Person, any and all shares,
interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or
limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, whether outstanding on the Closing Date or issued after the Closing
Date; provided that Convertible Debt shall not be deemed to be Equity Interests, unless and until any such instruments are so converted or exchanged. 

“ERISA” means the Employee Retirement Income Security Act of 1974, and any regulations issued pursuant thereto, as amended or
replaced and as in effect from time to time. 
 “ERISA Affiliate” means, collectively, any Borrower and any Restricted
Subsidiary and any Person (or any trade or business, whether or not incorporated) that is under common control with any Borrower or any Restricted Subsidiary within the meaning of Section 414 of the Code. 

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations
issued thereunder, with respect to a Pension Plan (other than an event for which the 30-day notice requirement is waived); (b) with respect to any Pension Plan, the failure to satisfy the minimum funding standard under Section 412 of the
Code and Section 302 of ERISA, whether or not waived, the failure by any ERISA Affiliate to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required
contribution to a Multiemployer Plan; (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 Pension Plan; (d) the
incurrence by any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Pension Plan; (e) the receipt by any ERISA Affiliate from the PBGC or a plan administrator of any notice indicating an intent to
terminate any Pension Plan or to appoint a trustee to administer any Pension Plan; (f) the occurrence of any event or condition which would reasonably constitute grounds under ERISA for the termination of or the appointment of a trustee to
administer, any Pension Plan; (g) the incurrence by any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan; (h) the receipt by an ERISA Affiliate of any notice,
or the receipt by any Multiemployer Plan from any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability on any ERISA Affiliate or a determination that a Multiemployer Plan is, or is expected to be, insolvent, 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; (i) the making of any amendment to any Pension Plan which would be
reasonably likely to result in the imposition of a lien or the posting of a bond or other security under ERISA or the Code; (j) the withdrawal of any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year
in which such ERISA Affiliate 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; or (k) the occurrence of
a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which would reasonably be expected to result in liability to the Borrowers or the Restricted Subsidiaries. 

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

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate
(“LIBOR”) or a comparable or successor rate, which rate is 

  
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approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the
Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period; 
 (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum
equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; and 

(c) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement; 

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be
applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably
determined by the Administrative Agent. 
 “Eurodollar Rate Loan” means a Revolving Loan or a Term Loan that bears
interest at a rate based on clause (a) of the definition of “Eurodollar Rate.” 
 “Event of Default”
has the meaning specified in Section 9.01. 
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder. 
 “Excluded Assets” means (i) any real
property other than the Mortgaged Real Property; (ii) any asset or property (other than those described in clause (vi) below) to the extent the grant of a security interest is prohibited by Law or requires a consent not obtained of any
Governmental Authority pursuant to such Law; (iii) Equity Interests in any Person which (x) is not the owner of any of the Mortgaged Real Property or any interest therein or (y) is an Unrestricted Subsidiary, a Designated Restricted
Entity or Joint Venture described in Section 8.06(n)(v); provided that in any event, for the avoidance of doubt, the following Equity Interests shall also constitute Excluded Assets: (x) in excess of 65% of the voting Equity
Interests of (A) any Foreign Subsidiaries or (B) any FSHCO; and (y) any of the Equity Interests of (A) indirect Foreign Subsidiaries (other than, for the avoidance of doubt, first tier Foreign Subsidiaries) of the Borrowers or
Guarantors, (B) any direct or indirect Subsidiary organized under the laws of the United States, any state thereof or the District of Columbia, that is a Subsidiary of a Foreign Subsidiary, or (C) any Immaterial Subsidiary, Unrestricted
Subsidiary or Excluded Subsidiary; (iv) any lease, license or other agreement or contract (including joint venture agreements) or any property subject to 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 contract or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Borrower or a Wholly Owned
Subsidiary); (v) assets as to which the Administrative Agent and the Borrowers reasonably agree in writing that the cost of obtaining 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 governmental licenses or state or local franchises, charters and authorizations (including Gaming Licenses) but only to the extent creation, attachment or perfection of security interests in such
licenses, franchises, charters or authorizations are prohibited or restricted by applicable Law or the terms thereof or requires a consent not obtained by 

  
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any Governmental Authority (after giving effect to the anti-assignment provisions of the UCC or other applicable Law); (vii) any aircraft and assets directly related to the operation thereof
and any limited liability company or other special purpose vehicle that has been organized solely to own any aircraft and related assets; (viii) any assets subject to a Capital Lease or a purchase money Indebtedness to the extent that, and for
so long as, granting a security interest in such assets would violate the terms of such Capital Lease or such purchase money Indebtedness secured by such assets, (ix) any intent-to-use trademark application prior to the filing of a
“Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, 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, (x) any foreign intellectual property and (xi) any other assets or property to the extent the grant of a security interest therein would result in
material adverse tax consequences to the Company or its Subsidiaries as reasonably determined by the Company in consultation with the Administrative Agent. The determination as to whether a Lien is prohibited, restricted, requires consent or creates
a right of termination under applicable Law or the terms of any applicable lease, license, agreement, arrangement, contract, charter or authorization shall be made after giving effect to the applicable provisions of the UCC. 

“Excluded Subsidiary” means (i) each Subsidiary of Company or of any Subsidiary of Company for which becoming a Loan
Party would constitute a violation of (a) a Contractual Obligation existing on the Closing Date or, thereafter, a bona fide Contractual Obligation (the prohibition contained in which was not entered into in contemplation of this provision), in
favor of a Person (other than Company or any of its Subsidiaries or Affiliates) for which the required consents have not been obtained or (b) applicable law (including financial assistance, fraudulent conveyance, preference, capitalization or
other similar laws and regulations (including gaming laws and regulations)) affecting such Subsidiary, provided that any such Subsidiary of Company or of another Subsidiary shall cease to be covered under this clause at such time as such
Subsidiary’s becoming a Loan Party would no longer constitute a violation of such Contractual Obligation or applicable law or regulation, whether as a result of obtaining the required consents or otherwise and (ii) each Subsidiary of
Company identified on Schedule 5.04. The Excluded Subsidiaries, as of the Closing Date, by virtue of clause (i) above, are listed on Schedule 5.04. 

“Excluded Swap Obligations” means, with respect to any Guarantor, any obligation (a “Swap 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, if, and to the extent that, all or a portion of the guarantee of such Guarantor
of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty Obligation thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading
Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act. 

“Excluded Taxes” means, 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 obligation of any Loan Party under any Loan Document, (a) taxes imposed on or measured in whole or in part by such recipient’s net income or overall gross income (however denominated) and
franchise taxes imposed on it (in lieu of net income or overall gross income taxes), in each case (i) imposed by a jurisdiction as a result of such recipient being organized under the laws of, having its principal office located in, or in the
case of any Lender, doing business in or having its applicable Lending Office located in such jurisdiction, or (ii) that are Other Connection Taxes, (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by
any jurisdiction described in clause (a) above, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 3.01(e),


  
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(d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrowers under Section 11.13), any United States federal withholding tax that is
required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, immediately prior to the designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 3.01(a)(i) or
(ii), (e) any taxes imposed by FATCA, and (f) Taxes attributable to such recipient’s failure to comply with Section 3.01(e). 

“Existing Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of December 20, 2012 among
the Company, MGM Grand Detroit, LLC, a Delaware limited liability Company, Bank of America, N.A., as administrative agent, and a syndicate of lenders, as amended prior to the Closing Date. 

“Existing Indebtedness” means Indebtedness outstanding on the Closing Date. 

“Existing Letters of Credit” means the Letters of Credit heretofore issued under the Existing Credit Agreement and remaining
outstanding on the Closing Date. 
 “Existing Revolving Loans” has the meaning specified in Section 2.15(b).

 “Existing Revolving Tranche” has the meaning specified in Section 2.15(b). 

“Existing Term Loan Tranche” has the meaning specified in Section 2.15(a). 

“Extended Loans” means Extended Revolving Loans or Extended Term Loans. 

“Extended Revolving Borrowing” means a borrowing consisting of simultaneous Extended Revolving Loans of the same Type and, in
the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Extended Revolving Lenders pursuant to the relevant Refinancing Amendment. 

“Extended Revolving Commitments” has the meaning specified in Section 2.15(b). 

“Extended Revolving Facility” means a credit facility comprising a series of Extended Revolving Commitments and the
corresponding Extended Revolving Loans, if any. 
 “Extended Revolving Lender” means a Lender in respect of Extended
Revolving Loans. 
 “Extended Revolving Loans” has the meaning specified in Section 2.15(b). 

“Extended Revolving Note” means any promissory note executed and delivered in connection with any Extended Revolving
Commitments and the related Extended Revolving Loans, the form of which shall be specified in the applicable Extension Amendment. 

“Extended Term Borrowing” means a borrowing consisting of simultaneous Extended Term Loans of the same Type and, in the case
of Eurodollar Rate Loans, having the same Interest Period made by each of the Extended Term Lenders pursuant to the relevant Refinancing Amendment. 

“Extended Term Facility” means a credit facility comprising a series of Extended Term Loans, if any. 

  
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 “Extended Term Lender” means a Lender in respect of Extended Term Loans. 

“Extended Term Loans” has the meaning specified in Section 2.15(a). 

“Extended Term Note” means any promissory note executed and delivered in connection with any Extended Term Loans, the form of
which shall be specified in the applicable Extension Amendment. 
 “Extending Lender” has the meaning specified in
Section 2.15(c). 
 “Extension Amendment” has the meaning specified in Section 2.15(d). 

“Extension Date” means any date on which any Existing Term Loan Tranche or any Existing Revolving Tranche is modified to
extend the related scheduled maturity dates in accordance with Section 2.15 (with respect to Lenders under such Existing Term Loan Tranche or such Existing Revolving Tranche which agree to such modification). 

“Extension Election” has the meaning specified in Section 2.15(c). 

“Extension Request” means any Term Loan Extension Request or Revolving Extension Request. 

“Extension Series” means all Extended Term Loans that are established pursuant to the same Extension Amendment (or any
subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Term Loans provided for therein are intended to be a part of any previously established Extension Series). 

“Facility” means any Term Facility or the Revolving Facility, as the context may require. 

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or
any amended or successor version described above) and any intergovernmental agreement between the U.S. and any other jurisdiction (and any related treaty, law, regulation or other official guidance) implementing the foregoing. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (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 (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent; provided further that if
the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. 
 “Fee
Letters” means, collectively, (1) the letter agreement, dated April 21, 2016, among the Company and Bank of America, and (2) the letter agreement, dated April 21, 2016, among the Company, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Barclays Bank PLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., BNP Paribas Securities Corp., Fifth Third Bank, Sumitomo Mitsui Banking 

  
 20 








 
Corporation, SunTrust Robinson Humphrey, Inc., Morgan Stanley Senior Funding, Inc., Credit Agricole Corporate and Investment Bank, The Bank of Nova Scotia and Citizens Bank, N.A. and (3) the
letter agreement, dated April 21, 2016, between the Company and J.P. Morgan Securities LLC. 
 “Final Maturity Date”
means, as of any date of determination, unless the context otherwise requires, the latest Maturity Date for any of the Facilities or Loans then governed by this Agreement. 

“First Lien Net Leverage Ratio” means, as of any date of determination, the ratio of (a) the aggregate amount of Net
Indebtedness of the Borrower Group as of such date that is secured by Liens that have the same priority as the Liens securing the Obligations hereunder to (b) Borrower Group EBITDA for the most recently ended Test Period. 

“First Priority” means, with respect to any Lien purported to be created in any collateral pursuant to any Loan Document,
that such Lien is the only Lien to which such collateral is subject, other than any Lien permitted under this Agreement. 
 “Fiscal
Quarter” means the fiscal quarter of the Company consisting of the three calendar month periods ending on each March 31, June 30, September 30 and December 31. 

“Fiscal Year” means the fiscal year of the Company consisting of the twelve-month period ending on each December 31.

 “Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in
effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or
any successor statute thereto, (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (e) Biggert Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any
successor statute thereto. 
 “Foreign Lender” means any Lender that is not a “United States Person” within the
meaning of section 7701(a)(30) of the Code. 
 “Foreign Subsidiary” means each Subsidiary that is organized under the laws
of a jurisdiction other than the United States, any state thereof, or the District of Columbia. 
 “Fronting Exposure”
means, at any time there is a Defaulting Lender, with respect to L/C Issuer, such Defaulting Lender’s pro rata portion of the L/C Obligations issued by L/C Issuer other than such 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” means any Restricted Subsidiary that is organized under the laws of the United States, any state thereof or the
District of Columbia and substantially all of whose assets consists of the capital stock of one or more Foreign Subsidiaries. 

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 

  
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 “GAAP” means generally accepted accounting principles in the United States set
forth in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification® and rules and interpretive releases of the Securities and Exchange Commission
under authority of federal securities laws, that are applicable to the circumstances as of the date of determination, consistently applied. 

“Gaming Approval” means any and all licenses, findings of suitability, approvals, authorizations, permits, consents, rulings,
orders or directives of any Governmental Authority (a) necessary to enable Borrowers or the Restricted Subsidiaries to engage in the casino, gambling, pai gow poker, or gaming business or otherwise continue to conduct its business substantially
as is presently conducted or contemplated to be conducted following the Closing Date (after giving effect to the Transactions), (b) required by any Gaming Law or (c) required to accomplish the financing and other transactions contemplated
hereby after giving effect to the Transactions. 
 “Gaming Authority” means any governmental agency, authority, board,
bureau, commission, department, office or instrumentality with regulatory, licensing or permitting authority or jurisdiction over any gaming business or enterprise or any Gaming Facility or with regulatory, licensing or permitting authority or
jurisdiction over any gaming operation (or proposed gaming operation) owned, managed or operated by the Borrowers or the Restricted Subsidiaries. 

“Gaming Facility” means any casino, hotel, resort, race track, off-track wagering site, venue at which gaming or wagering is
conducted, and all related or ancillary property and assets. 
 “Gaming Laws” means all applicable provisions of all
(a) constitutions, treaties, statutes or laws governing Gaming Facilities (including, without limitation, card club casinos and pari mutual race tracks) and rules, regulations, codes and ordinances of, and all administrative or judicial orders
or decrees or other laws pursuant to which, any Gaming Authority possesses regulatory, licensing or permit authority over gambling, gaming or Gaming Facility activities conducted by the Borrowers or the Restricted Subsidiaries within its
jurisdiction; (b) Gaming Approvals; and (c) orders, decisions, determinations, judgments, awards and decrees of any Gaming Authority. 

“Gaming License” means any Gaming Approval or other casino, gambling, horse racing or gaming license issued by any Gaming
Authority covering any Gaming Facility. 
 “Government Securities” means readily marketable (a) direct full faith and
credit obligations of the United States or obligations guaranteed by the full faith and credit of the United States and (b) obligations of an agency or instrumentality of, or corporation owned, controlled or sponsored by, the United States that
are generally considered in the securities industry to be implicit obligations of the United States. 
 “Governmental
Authority” means any government or political subdivision of the United States or any other country, whether national, federal, state, provincial, local or otherwise, or any agency, authority, board, bureau, central bank, commission,
department or instrumentality thereof or therein, including, without limitation, any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic, or any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to such government or political subdivision (including any supra-national bodies such as the European Union or the European Central Bank) including, without limitation, any Gaming Authority. 

“Granting Lender” has the meaning specified in Section 11.06(h). 

  
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 “Grantors” means MGM Grand Hotel, LLC, a Nevada limited liability company, and
Bellagio, LLC, a Nevada limited liability company. 
 “Guarantors” means, collectively, each wholly-owned Restricted
Subsidiary (other than each Immaterial Subsidiary, FSHCO and Excluded Subsidiary) of the Company that is a party to the Guaranty on the Closing Date or a Restricted Subsidiary that executes and delivers the Guaranty pursuant to
Section 6.08; provided that (i) the Designated Restricted Entities shall not be Guarantors, (ii) prior to receipt of approval from the Illinois Gaming Board, Nevada Landing Partnership and Elgin Sub (and other
Subsidiaries subject to the oversight of the Illinois Gaming Board) shall not be Guarantors and (iii) such other Subsidiaries that may be formed or acquired after the date hereof that are subject to the jurisdiction of a Gaming Authority that
requires approval prior to the execution and delivery of a guaranty shall not be Guarantors unless and until such approval is obtained. 

“Guaranty” means, collectively, the Guaranty made by the Borrowers and the Guarantors in favor of the Secured Parties on the
Closing Date together with each guaranty supplement delivered pursuant to Section 6.08. 
 “Guaranty
Obligation” means, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, and any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (ii) to advance or supply funds
(A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (iii) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; or (iv) otherwise to assure or hold harmless the
holder of such primary obligation against loss in respect thereof; provided, that the term Guaranty Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business or, with respect to any
Guarantor, Excluded Swap Obligations of such Guarantor. The amount of any Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made
(or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Guaranty Obligation) or, if not stated or determinable, the maximum reasonably anticipated
potential liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. 

“Hazardous Material” means any hazardous or toxic material, substance, waste, constituent, compound, pollutant or contaminant
in any form, including petroleum (including crude oil or any fraction thereof or any petroleum product or waste) listed under any Environmental Law or subject to regulation under Environmental Law. 

“Hedge Bank” means any Person that, at the time it enters into a Swap Contract, is a Lender or an Affiliate of a Lender or
the Administrative Agent or an Affiliate of the Administrative Agent, in its capacity as a party to such Swap Contract. 
 “Honor
Date” has the meaning specified in Section 2.03(c)(i). 
 “Immaterial Subsidiary” means, at any time,
any Restricted Subsidiary that, as of the last day of the most recently ended Test Period on or prior to the date of determination, does not have assets (when 

  
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combined with the assets of all other Immaterial Subsidiaries, after eliminating intercompany obligations) in excess of $100,000,000. 

“Incremental Amount” means, as of any date of determination, the maximum aggregate principal amount that can be established
or incurred without causing the First Lien Net Leverage Ratio, after giving effect to the incurrence of any such Incremental Facility, any acquisition or investment consummated in connection therewith, calculated on a Pro Forma Basis as of the end
of the most recently ended Test Period (without netting any cash proceeds from such incurrence and assuming the entire amount of any Incremental Revolving Increase is fully drawn), to exceed 2.50 to 1.00. Any ratio calculated for purposes of
determining the “Incremental Amount” shall be calculated subject to Section 1.11 to the extent applicable and, if the proceeds of the relevant Incremental Facility will be applied to finance an acquisition or other investments
permitted under this Agreement, compliance with the First Lien Net Leverage Ratio will be determined in accordance with Section 1.12. 

“Incremental Effective Date” has the meaning specified in Section 2.13(b). 

“Incremental Facility” has the meaning specified in Section 2.13(a)(iii). 

“Incremental Joinder Agreement” has the meaning specified in Section 2.13(b). 

“Incremental Lender” has the meaning specified in Section 2.13(a). 

“Incremental Loans” has the meaning specified in Section 2.13(a)(iii). 

“Incremental Revolving Increase” has the meaning specified in Section 2.13(a)(iii). 

“Incremental Term A Loans” has the meaning specified in Section 2.13(a)(i). 

“Incremental Term B Loans” has the meaning specified in Section 2.13(a)(ii). 

“Incremental Term Borrowing” means a borrowing consisting of simultaneous Incremental Term Loans of the same Type and, in the
case of Eurodollar Rate Loans, having the same Interest Period made by each of the Incremental Lenders pursuant to the relevant Incremental Joinder Agreement. 

“Incremental Term Commitment” has the meaning specified in Section 2.13(a)(ii). 

“Incremental Term Facility” means the credit facility comprising the Incremental Term Commitments and the Incremental Term
Loans, if any. 
 “Incremental Term Loan Increase” has the meaning specified in Section 2.13(a)(i). 

“Incremental Term Loans” has the meaning specified in Section 2.13(a)(ii). 

“Incremental Term Note” means any promissory note executed and delivered in connection with any Incremental Term Commitments
and the related Incremental Term Loans, the form of which shall be specified in the applicable Incremental Joinder Agreement. 

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money;
(b) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or similar instruments; (c) all obligations of such Person under conditional sale or other title retention


  
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agreements relating to property purchased by such Person; (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding
(x) trade accounts payable and accrued obligations incurred in the ordinary course of business or other accounts payable in the ordinary course of business in accordance with ordinary trade terms, (y) financing of insurance premiums and
(z) any earn-out obligation or purchase price adjustment until such obligation becomes a liability on the balance sheet (excluding the footnotes thereto) in accordance with GAAP); (e) all Indebtedness of others to the extent secured by any
Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; provided, that if such obligations have not been assumed, the amount of such Indebtedness included for the purposes of this
definition will be the amount equal to the lesser of the fair market value of such property and the amount of the Indebtedness secured; (f) with respect to any Capital Lease of such Person, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP; (g) the net amount of the obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or
exchange rate hedging arrangements (including Swap Contracts); (h) all obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances, except obligations in respect of letters of credit issued in
support of obligations not otherwise constituting Indebtedness shall not constitute Indebtedness except to the extent such letter of credit is drawn and not reimbursed within ten Business Days; and (i) all Guaranty Obligations of such Person in
respect of Indebtedness of others of the kinds referred to in clauses (a) through (h) above (other than, for the avoidance of doubt, in connection with any completion guarantee); provided, that for purposes of this
definition, deferred purchase obligations shall be calculated based on the net present value thereof. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner unless recourse is
limited, in which case the amount of such Indebtedness shall be the amount such Person is liable therefor (except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor). The amount of Indebtedness of
the type described in clause (d) shall be calculated based on the net present value thereof. The amount of Indebtedness of the type referred to in clause (g) above of any Person shall be zero unless and until such
Indebtedness becomes due, in which case the amount of such Indebtedness shall be the amount due that is payable by such Person. For the avoidance of doubt, it is understood and agreed that (x) unredeemed casino chips and tokens and gaming
winnings of customers, (y) any obligations of such Person in respect of Cash Management Agreements and (z) any obligations of such Person in respect of employee deferred compensation and benefit plans shall not constitute Indebtedness. For
all purposes hereof, the Indebtedness of the Borrower Group shall exclude (i) any obligations under the Master Lease and any Similar Lease and (ii) intercompany liabilities arising from their cash management, tax, and accounting operations
and intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business. 

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

“Indemnitee” has the meaning specified in Section 11.04(b). 

“Information” has the meaning specified in Section 11.07. 

“Insurance Subsidiaries” means, collectively, MGMM Insurance Company, a Nevada corporation and any Subsidiaries formed for
the purpose of facilitating and providing insurance coverage and claims services for the Company and its Subsidiaries. 

  
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 “Intellectual Property” has the meaning specified in Section 5.23.

 “Intellectual Property License Agreement” means the Intellectual Property License Agreement by and among the Borrower
and MGP, dated as of the Closing Date. 
 “Interest Coverage Ratio” “ means the ratio, as of any date of
determination, of (a) Borrower Group EBITDA for the most recently ended Test Period to (b) Interest Expense of the Borrower Group for the most recently ended Test Period; provided, however, for purposes of calculating the
Interest Coverage Ratio, Interest Expense shall exclude (i) Interest Expense associated with the Master Lease and any Similar Lease and (ii) Interest Expense related to any amortization of deferred financing costs and original issue
discount. 
 “Interest Expense” means, for any Test Period, the sum of interest expense of the Borrower Group for such Test
Period as determined in accordance with GAAP, plus, to the extent deducted in arriving at Net Income and without duplication, (a) the interest portion of payments paid or payable (without duplication) on Capital Leases, (b) amortization of
financing fees, debt issuance costs and interest or deferred financing or debt issuance costs, (c) arrangement, commitment or upfront fees, original issue discount, redemption or prepayment premiums, (d) commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers’ acceptance financing, (e) interest with respect to Indebtedness that has been Discharged, (f) the accretion or accrual of discounted liabilities during such period,
(g) interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments, (h) payments made under Swap Contracts relating to interest rates with respect to such
Test Period and any costs associated with breakage in respect of hedging agreements for interest rates, (i) all interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing
fees, (j) fees and expenses associated with the consummation of the Transactions, (k) annual or quarterly agency fees paid to Administrative Agent, (l) all interest expense recognized by the Borrower Group under the Master Lease and
any Similar Lease, and (m) costs and fees associated with obtaining Swap Contracts and fees payable thereunder, all as calculated in accordance with GAAP. 

“Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to
such Loan and the Maturity Date of the Facility under which such Loan was made; provided, that if any Interest Period for a Eurodollar Rate 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 Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made. 

“Interest Period” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is
disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter or one week thereafter, as selected by the Borrowers in the relevant Committed Loan Notice, or such other period that is
twelve months or less requested by the Borrowers and consented to by all Appropriate Lenders; 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 

  
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 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 shall extend beyond the Maturity Date of the Facility under which such Loan
was made. 
 “Interim Intercompany Indebtedness” means any short-term or interim Indebtedness intended to be assumed by MGP
or one of its Subsidiaries in connection with Section 8.01(t) that is intended to be replaced or refinanced within fifteen (15) days of its initial incurrence by MGP or such Subsidiary. 

“Investments” means (a) any direct or indirect purchase or other acquisition by any Borrower or any of their respective
Subsidiaries of, or of a beneficial interest in, any of the Equity Interest of any other Person (other than a Loan Party) or of the assets of a Person that constitute a business unit; (b) any direct or indirect redemption, retirement, purchase
or other acquisition for value, by any Subsidiary of any Borrower from any Person, of any Equity Interest of such Person (other than a Loan Party); (c) any direct or indirect loan, advance or capital contribution by any Borrower or any of their
respective Subsidiaries to any other Person (other than a Loan Party), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of
business and (d) any payment under any Guaranty Obligation by such Person in respect of the Indebtedness or other obligation of any other Person. The amount of any Investment at any time shall be the amount actually invested (measured at the
time made) (minus any Returns of the Borrowers or a Restricted Subsidiary in respect of such Investment which has actually been received in cash or Cash Equivalents or has been converted into cash or Cash Equivalents), without adjustment for
subsequent increases or decreases in the value of such Investment. 
 “IRS” means the United States Internal Revenue
Service. 
 “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document,
agreement and instrument entered into by the applicable L/C Issuer and any Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit. 

“Joint Borrower Provisions” has the meaning specified in Exhibit B. 

“Joint Lead Arrangers” means Bank of America, N.A. (or any other registered broker-dealer wholly-owned by Bank of America
Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement),
JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., BNP Paribas Securities Corp., Fifth Third Bank, Sumitomo Mitsui Banking Corporation, SunTrust Robinson Humphrey, Inc., Morgan Stanley Senior
Funding, Inc. and Credit Agricole Corporate and Investment Bank. 
 “Joint Venture” means any Person, other than an
individual or a Wholly Owned Subsidiary of the Company, in which the Company or a Restricted Subsidiary holds or acquires an ownership interest (whether by way of capital stock, partnership or limited liability company interest, or other evidence of
ownership). 

  
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 “Landlord” means MGP Lessor, LLC, a Delaware limited liability company, in its
capacity as landlord under the Master Lease, and its successor or assigns in such capacity. 
 “Laws” means, collectively,
all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities (including, without limitation, all Gaming Laws, Liquor Laws and
Environmental Laws), including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 

“L/C Advance” means, with respect to each Revolving Lender, such Lender’s funding of its participation in any L/C
Borrowing in accordance with its Applicable Revolving Percentage. 
 “L/C Borrowing” means an extension of credit resulting
from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing. All L/C Borrowings shall be denominated in Dollars. 

“L/C Credit Extension” means, 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” means Bank of America and each other L/C Issuer designated
pursuant to Section 2.03(m), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 11.06(a). An L/C Issuer may, in its discretion, arrange for one
or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. 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 Obligations” means, 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. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.06. 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. 

“Leased Property” means the “Leased Property” (as defined in the Master Lease from time to time). 

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes any
Incremental Lender from time to time party hereto pursuant to Section 2.13 and any person that becomes an Other Revolving Lender or Other Term Lender from time to time party hereto pursuant to Section 2.14. 

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent. 

  
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 “Letter of Credit” means any letter of credit issued hereunder and shall include
the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided, that commercial letters of credit will only be issued for cash payment upon presentation of a sight draft and
other customary terms acceptable to the L/C Issuer for that Letter of Credit. Letters of Credit may be issued in Dollars or in an Alternative Currency. 

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the
form from time to time in use by the applicable L/C Issuer. 
 “Letter of Credit Expiration Date” means the day that is
seven days prior to the Maturity Date then in effect for the Revolving Facility (or, if such day is not a Business Day, the next preceding Business Day). 

“Letter of Credit Fee” has the meaning specified in Section 2.03(i). 

“Letter of Credit Sublimit” means an amount equal to $250,000,000. The Letter of Credit Sublimit is part of, and not in
addition to, the Revolving Facility. 
 “LIBOR” has the meaning specified in the definition of “Eurodollar Rate.”

 “License Revocation” means the revocation, failure to renew or suspension of, or the appointment of a receiver,
supervisor or similar official with respect to, any Gaming License covering any Gaming Facility owned, leased, operated or used by the Borrowers or the Restricted Subsidiaries. 

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance or
lien of any kind, whether voluntarily incurred or arising by operation of Law or otherwise, affecting any Property, including any agreement to grant any of the foregoing, any conditional sale or other title retention agreement, any lease in the
nature of a security interest, and/or the filing of or agreement to give any financing statement (other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest) under the UCC or
comparable Law of any jurisdiction with respect to any Property. 
 “Limited Condition Transaction” means any Permitted
Acquisition or other Investment permitted hereunder and any related incurrence of Indebtedness by the Borrowers or one or more of their Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third
party financing. 
 “Liquor Authority” has the meaning specified in Section 11.20(a). 

“Liquor Laws” has the meaning specified in Section 11.20(a). 

“Loan” means an extension of credit by a Lender to the Borrowers under Article II in the form of a Term Loan, a
Revolving Loan, an Other Revolving Loan or an Extended Term Loan. 
 “Loan Documents” means, collectively, this Agreement,
the Notes, the Guaranty, the Collateral Documents, the Fee Letters and each Issuer Document. 
 “Loan Parties” means,
collectively, each Borrower and each Guarantor and each Pledgor. 

  
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 “Mandatory Prepayment Date” has the meaning specified in
Section 2.04(d). 
 “Margin Stock” means margin stock within the meaning of Regulation T,
Regulation U and Regulation X. 
 “Master Agreement” has the meaning specified in the definition of “Swap
Contract.” 
 “Master Lease” means the Master Lease by and among Landlord and Tenant, dated as of the Closing Date.

 “Material Adverse Effect” means an event, circumstance, occurrence or condition that has caused or could cause
(a) a material adverse effect on the business, assets, properties, or financial condition of the Company and its Subsidiaries, taken as a whole, (b) a material impairment of the ability of any Borrower or any material Guarantor, taken as a
whole, to perform its obligations under any Loan Document to which it is a party or (c) a material adverse effect on the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents, taken as a whole. 

“Material Indebtedness” means any Indebtedness the outstanding principal amount of which is in excess of $250,000,000. 

“Material Subsidiary” means any Restricted Subsidiary that is not an Immaterial Subsidiary. 

“Maturity Date” means (a) with respect to the Revolving Facility, April 25, 2021 or the maturity is extended
pursuant to Section 2.15, such extended maturity date as determined pursuant to such Section, (b) with respect to the Term A Facility, April 25, 2021 or the maturity is extended pursuant to Section 2.15, such
extended maturity date as determined pursuant to such Section, and (c) with respect to any Incremental Term Facility, Other Term Facility, Other Revolving Facility, Extended Term Facility or Extended Revolving Facility, such maturity date as is
specified in the relevant Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment; provided, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 

“Maximum Rate” has the meaning specified in Section 11.09. 

“MGM Growth Properties Operating Partnership” means MGM Growth Properties Operating Partnership LP, a Delaware limited
partnership. 
 “MGM National Harbor” means the mixed use hotel and casino in National Harbor, Maryland commonly known as
MGM National Harbor. 
 “MGM National Harbor Hotel and Casino Ground Lease” means that certain Hotel and Casino Ground
Lease, dated as of April 26, 2013 by and between National Harbor Beltway L.L.C., a Virginia limited liability company, as landlord, and MGM National Harbor, LLC, a Nevada limited liability company, as tenant, (i) as amended by the First
Amendment to Hotel and Casino Ground Lease, dated as of July 23, 2014, (ii) as amended by the Second Amendment to Hotel and Casino Ground Lease, dated as of November 24, 2015, and (iii) as may be further amended from time to
time. 
 “MGP” means MGM Growth Properties LLC, a Delaware limited liability company. 

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

  
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 “Mortgage” means any deed of trust, trust deed, deed to secure debt, mortgage,
leasehold mortgage or leasehold deed of trust covering Mortgaged Real Property. 
 “Mortgaged Real Property” means
(a) each of the fee and leasehold parcels of Real Property identified on Schedule 1.01, and (b) each fee and leasehold parcel of Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant
to Section 6.09, other than any such property subsequently released from the Lien of the Collateral Documents in accordance with the terms of this Agreement. 

“Multiemployer Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA (a) to which any
ERISA Affiliate is then making or accruing an obligation to make contributions, (b) to which any ERISA Affiliate has within the preceding five plan years made or had an obligation to make contributions, including any Person which ceased to be
an ERISA Affiliate during such five-year period or (c) with respect to which any Borrower or any Restricted Subsidiary is reasonably likely to incur liability under Title IV of ERISA. 

“Net Available Proceeds” means: 

(a) in the case of any Asset Sale, the aggregate amount of all cash payments (including any cash payments received by way of deferred payment
of principal pursuant to a note or otherwise, but only as and when received) received by the Company or any Restricted Subsidiary directly or indirectly in connection with such Asset Sale, net (without duplication) of (A) the amount of all fees
and expenses and transaction costs paid by or on behalf of the Company or any Restricted Subsidiary in connection with such Asset Sale (including, without limitation, any underwriting, brokerage or other customary selling commissions and legal,
advisory and other fees and expenses, including survey, title and recording expenses, transfer taxes and expenses incurred for preparing such assets for sale, associated therewith); (B) any Taxes paid or estimated in good faith to be payable by
or on behalf of any Company Party as a result of such Asset Sale (after application of all credits and other offsets that arise from such Asset Sale); (C) any repayments by or on behalf of any Company Party of Indebtedness (other than the
Obligations) to the extent that such Indebtedness is secured by a Permitted Encumbrance or any other Lien permitted by Section 8.03 on the subject Property required to be repaid as a condition to the purchase or sale of such Property;
(D) amounts required to be paid to any Person (other than any Company Party) owning a beneficial interest in the subject Property; and (E) amounts reserved, in accordance with GAAP, against any liabilities associated with such Asset Sale
and retained by the Company or any of its Subsidiaries after such Asset Sale and related thereto, including pension and other post-employment benefit liabilities, purchase price adjustments, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such Asset Sale; 
 (b) in the case of any Casualty Event, the aggregate
amount of cash proceeds of insurance, condemnation awards and other compensation (excluding proceeds constituting business interruption insurance or other similar compensation for loss of revenue) received by the Person whose Property was subject to
such Casualty Event in respect of such Casualty Event net of (A) fees and expenses incurred by or on behalf of the Company or any Restricted Subsidiary in connection with recovery thereof, (B) repayments of Indebtedness (other than
Indebtedness hereunder) to the extent secured by a Lien on such Property that is permitted by the Loan Documents, and (C) any Taxes paid or payable by or on behalf of the Company or any Restricted Subsidiary in respect of the amount so
recovered (after application of all credits and other offsets arising from such Casualty Event) and amounts required to be paid to any Person (other than any Company Party) owning a beneficial interest in the subject Property; provided that,
in the case of a Casualty Event with respect to property that is subject to the Master Lease or a Similar 

  
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Lease, such cash proceeds shall not constitute Net Available Proceeds to the extent, and for so long as, such cash proceeds are required, by the terms of such lease, (x) to be paid to the
holder of any mortgage, deed of trust or other security agreement securing indebtedness of the lessor or (y) to be paid to, or for the account of, the lessor or deposited in an escrow account to fund rent and other amounts due with respect to
such property and costs to preserve, stabilize, repair, replace or restore such property (in accordance with the provisions of such lease); and 

(c) in the case of any Debt Issuance, the aggregate amount of all cash received in respect thereof by the Person consummating such Debt
Issuance in respect thereof net of all investment banking fees, discounts and commissions, legal fees, consulting fees, accountants’ fees, underwriting discounts and commissions and other fees and expenses, actually incurred in connection
therewith. 
 “Net Income” means, with respect to any fiscal period and with respect to any Person, the net income (or net
loss) of that Person for that period, determined in accordance with GAAP. 
 “Net Indebtedness” means, as at any date of
determination Total Indebtedness minus Unrestricted Cash. 
 “New Financing” has the meaning specified in
Section 2.04(a). 
 “Non-Compliant Lender” has the meaning specified in Section 11.13. 

“Non-Consenting Lender” has the meaning specified in Section 11.13. 

“Non-Control Subsidiaries” means each Subsidiary of the Company in respect of which the Company and its other Subsidiaries do
not have the collective right to elect a majority of the board of directors or other equivalent governing body, or otherwise lack the power to direct the management of such Subsidiary, and which is identified by the Company as a “Non-Control
Subsidiary” in a notice to the Administrative Agent; provided, that the failure to give such notice shall not affect such designation. 

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

“Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iii). 

“Note” means a Term A Note, a Revolving Note, an Incremental Term Note, an Other Term Note, an Other Revolving Note, an
Extended Term Note or an Extended Revolving Note, as the context may require. 
 “Obligations” means all advances to, and
debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, Secured Cash Management Agreement or Secured Hedge Agreement or otherwise with respect to any Loan or Letter of Credit, in each case whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, excluding, in each case, with respect to any
Guarantor, Excluded Swap Obligations of such Guarantor. 

  
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 “Officer’s Certificate” means, as applied to any entity, a certificate
executed on behalf of such entity by its Responsible Officer. 
 “Operating Subleases” means the “Operating
Subleases” (as defined in the Master Lease from time to time). 
 “Other Connection Taxes” means with respect to any
Lender or L/C Issuer, Taxes imposed as a result of a present or former connection between such Lender or L/C Issuer and the jurisdiction imposing such Tax, other than connections arising solely from such Lender or L/C Issuer having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document or sold or assigned an interest in
any Loan or Loan Document. 
 “Other Revolving Borrowing” means a borrowing consisting of simultaneous Other Revolving
Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Other Revolving Lenders pursuant to the relevant Refinancing Amendment. 

“Other Revolving Commitments” means one or more Tranches of revolving commitments hereunder that result from a Refinancing
Amendment. 
 “Other Revolving Facility” means any credit facility comprising Other Revolving Commitments and Other
Revolving Loans, if any. 
 “Other Revolving Lender” means a Lender in respect of Other Revolving Loans. 

“Other Revolving Loans” means one or more Tranches of Revolving Loans that result from a Refinancing Amendment. 

“Other Revolving Note” means any promissory note executed and delivered in connection with any Other Revolving Commitments
and related Other Revolving Loans, the form of which shall be specified in the applicable Refinancing Amendment. 
 “Other
Taxes” means all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, or
enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are imposed with respect to an assignment (other than an assignment made pursuant to Section 11.13. 

“Other Term Borrowing” means a borrowing consisting of simultaneous Other Term Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the Other Term Lenders pursuant to the relevant Refinancing Amendment. 

“Other Term Commitments” means one or more Tranches of Term Commitments hereunder that result from a Refinancing Amendment.

 “Other Term Facility” means any credit facility comprising Other Term Commitments and Other Term Loans, if any. 

“Other Term Lender” means a Lender in respect of Other Term Loans. 

  
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 “Other Term Loans” means one or more Tranches of Term Loans that result from a
Refinancing Amendment. 
 “Other Term Note” means any promissory note executed and delivered in connection with any Other
Term Commitments and the related Other Term Loans, the form of which shall be specified in the applicable Refinancing Amendment. 

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Loans, Incremental Loans, Other Term Loans,
Extended Term Loans, Other Revolving Loans and Extended Revolving Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Loans, Incremental
Term Loans, Other Term Loans, Extended Term Loans, Other Revolving Loans and Extended Revolving Loans, as the case may be, occurring on such date; and (b) 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 any Borrower of Unreimbursed Amounts. 
 “Participant” has the meaning specified in
Section 11.06(d). 
 “Participant Register” has the meaning specified in Section 11.06(e). 

“Party” means any Person other than the Administrative Agent, any Lender or any L/C Issuer which now or hereafter is a party
to any of the Loan Documents. 
 “PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Plan” means any “employee pension benefit plan”, as such term is defined in Section 3(2) of ERISA
(other than a Multiemployer Plan), which is subject to Title IV of ERISA and is maintained by any ERISA Affiliate or to which any ERISA Affiliate contributes or has an obligation to contribute. 

“Permits” has the meaning specified in Section 5.21. 

“Permitted Acquisitions” means any acquisition, whether by purchase, merger, consolidation or otherwise, by the Borrowers or
the Restricted Subsidiaries of all or substantially all the business, property or assets of, or Equity Interests in, a Person or any division or line of business of a Person or any Joint Venture, or which results in the Company owning (directly or
indirectly) more than 50% of the Equity Interests in a Person. provided, each Person acquired or formed in connection with, or holding the assets to be acquired pursuant to, such acquisitions shall become a Guarantor to the extent required
by, and in accordance with, Section 6.08. 
 “Permitted Bond Hedge Transaction” means any call or capped call
option (or substantively equivalent derivative transaction) on the Company’s common stock purchased by the Borrowers in connection with the issuance of any Convertible Debt; provided that the purchase price for such Permitted Bond Hedge
Transaction, less the proceeds received by the Borrowers from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Borrowers from the sale of such Convertible Debt issued in connection with the
Permitted Bond Hedge Transaction. 

  
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 “Permitted Convertible Indebtedness Call Transaction” means any Permitted Bond
Hedge Transaction and any Permitted Warrant Transaction. 
 “Permitted Debt Conditions” means, in respect of any unsecured
Indebtedness, that such Indebtedness (i) does not have a stated maturity prior to the date that is 91 days after the Final Maturity Date in effect at the time of issuance of that Indebtedness (excluding bridge facilities allowing
extensions on customary terms to at least 91 days after such Final Maturity Date), (ii) does not have scheduled amortization payments of principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment
or sinking fund obligation (except customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans and all other Obligations and as required by Gaming Laws and in connection with escrowed proceeds or
similar special mandatory redemption provisions) (excluding bridge facilities allowing extensions on customary terms to at least 91 days after such Final Maturity Date), in each case prior to the Final Maturity Date then in effect at the time
of issuance and (iii) contains (x) covenants and events of default that reflect market terms and conditions at the time of incurrence or issuance of such Indebtedness (as determined in good faith by the Company) or (y) terms and
conditions not materially less favorable to the Company, taken as a whole, than the terms and conditions of such Indebtedness being modified, refinanced, replaced, refunded, renewed or extended (as determined in good faith by the Company) (other
than any covenants or any other provisions applicable only to periods after the latest Maturity Date as of such date or which are on then current market terms for the applicable type of Indebtedness); it being agreed that covenants substantially
similar to those in the senior secured notes indentures previously entered into by the Company are not materially less favorable to the Company than those set forth in this Agreement. 

“Permitted Encumbrances” means: 

(a) inchoate Liens incident to construction on or maintenance of Property; or Liens incident to construction on or maintenance of Property now
or hereafter filed or recorded for which adequate reserves have been established in accordance with GAAP (or deposits made pursuant to applicable Law or bonds obtained from reputable insurance companies) and which are being contested in good faith
by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no such Property is subject to a material risk of loss or forfeiture; 

(b) Liens for Taxes and assessments on Property which are not yet past due; or Liens for Taxes and assessments on Property for which adequate
reserves have been set aside and are being contested in good faith by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no such Property is subject to a
material risk of loss or forfeiture; 
 (c) minor defects and irregularities in title to any Property which individually or in the aggregate
do not materially impair or burden the fair market value or use of the Property for the purposes for which it is or may reasonably be expected to be held; 

(d) easements, exceptions, reservations, or other agreements for the purpose of pipelines, conduits, cables, wire communication lines, power
lines and substations, streets, trails, walkways, traffic signals, drainage, irrigation, water, electricity and sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or other minerals, and other like purposes affecting Property,
facilities, or equipment which individually or in the aggregate do not materially burden or impair the fair market value or use of such Property for the purposes for which it is or may reasonably be expected to be held; 

  
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 (e) easements, exceptions, reservations, or other agreements for the purpose of facilitating the
joint or common use of Property in or adjacent to a neighboring development, shopping center, utility company, public facility or other projects affecting Property which individually or in the aggregate do not materially burden or impair the fair
market value or use of such Property for the purposes for which it is or may reasonably be expected to be held; 
 (f) rights reserved to or
vested in any Governmental Authority to control or regulate, or obligations or duties to any Governmental Authority with respect to, the use or development of any Property; 

(g) rights reserved to or vested in any Governmental Authority to control or regulate, or obligations or duties to any Governmental Authority
with respect to, any right, power, franchise, grant, license, or permit; 
 (h) present or future zoning laws and ordinances or other laws
and ordinances restricting the occupancy, use, or enjoyment of Property; 
 (i) statutory Liens, other than those described in
clause (a) or (b) above, arising in the ordinary course of business with respect to obligations which are not delinquent or are being contested in good faith, provided that, if delinquent, adequate reserves have been set
aside with respect thereto and, by reason of nonpayment, no Property is subject to a material risk of loss or forfeiture; 
 (j) covenants,
conditions, and restrictions affecting the use of Property which individually or in the aggregate do not materially impair or burden the fair market value or use of the Property for the purposes for which it is or may reasonably be expected to be
held; 
 (k) rights of tenants under leases and rental agreements covering Property entered into in the ordinary course of business of the
Person owning such Property; 
 (l) Liens consisting of pledges or deposits to secure obligations under workers’ compensation,
unemployment insurance and other social security laws or similar legislation, including Liens of judgments thereunder which are not currently dischargeable; 

(m) Liens consisting of pledges or deposits of Property to secure performance in connection with operating leases made in the ordinary course
of business to which a Borrower or a Restricted Subsidiary is a party as lessee (which, for the avoidance of doubt, includes the Operating Subleases and similar subleases), provided the aggregate value of all such pledges and deposits in connection
with any such lease does not at any time exceed 25% of the annual fixed rentals payable under such lease; 
 (n) Liens consisting of deposits
of Property to secure bids made with respect to, or performance of, contracts (other than contracts creating or evidencing an extension of credit to the depositor); 

(o) Liens consisting of any right of offset, or statutory bankers’ lien, on bank deposit accounts maintained in the ordinary course of
business so long as such bank deposit accounts are not established or maintained for the purpose of providing such right of offset or bankers’ lien; 

(p) Liens consisting of deposits of Property to secure statutory obligations of a Borrower or a Restricted Subsidiary of any Borrower; 

  
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 (q) Liens consisting of deposits of Property to secure (or in lieu of) surety, appeal or customs
bonds in proceedings to which a Borrower or a Restricted Subsidiary is a party; 
 (r) Liens created by or resulting from any litigation or
legal proceeding involving the Company or a Restricted Subsidiary in the ordinary course of its business which is currently being contested in good faith by appropriate proceedings, provided that adequate reserves have been set aside by the
relevant Borrower or Restricted Subsidiary and no material Property is subject to a material risk of loss or forfeiture; 
 (s)
non-consensual Liens incurred in the ordinary course of business but not in connection with an extension of credit, which do not in the aggregate, when taken together with all other Liens, materially impair the value or use of the Property of the
Borrowers and the Restricted Subsidiaries of the Borrowers, taken as a whole; 
 (t) Liens arising under applicable Gaming Laws or Liquor
Laws; 
 (u) Liens on each Mortgaged Real Property, which Liens are identified in the title policies delivered on the Closing Date pursuant
to Section 4.01(a)(iv); 
 (v) Liens arising out of conditional sale, title retention, consignment or similar arrangements for
the sale of goods entered into by a Borrower or any Restricted Subsidiary in the ordinary course of business; 
 (w) Liens arising from
precautionary UCC financing statements filings regarding operating leases, consignment of goods or with respect to gaming equipment entered into in the ordinary course of business; 

(x) Liens on cash and Cash Equivalents deposited to discharge, redeem or defease Indebtedness; 

(y) (i) Liens pursuant to operating leases, licenses or similar arrangements entered into for the purpose of, or with respect to, operating or
managing Gaming Facilities, hotels, nightclubs, restaurants and other assets used or useful in the business of the Borrowers or their Restricted Subsidiaries, which Liens, operating leases, licenses or similar arrangements are limited to the leased
property under the applicable lease and granted to the landlord under such lease for the purpose of securing the obligations of the tenant under such lease to such landlord and (ii) Liens on cash and Cash Equivalents (and on the related escrow
accounts or similar accounts, if any) required to be paid to the lessors (or lenders to such lessors) under such leases or maintained in an escrow account or similar account pending application of such proceeds in accordance with the applicable
lease; 
 (z) licenses, leases or subleases granted to other Persons not materially interfering with the conduct of the business of the
Borrowers and the Subsidiaries of the Borrowers, taken as a whole; provided that such licenses, leases or subleases are in the ordinary course of business of the Borrowers or the Subsidiaries of the Borrowers and the applicable Borrower or
Subsidiary remains the primary operator of such property; 
 (aa) Liens arising from grants of licenses or sublicenses of Intellectual
Property made in the ordinary course of business; 

  
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 (bb) (i) Liens on capital stock of joint ventures or Unrestricted Subsidiaries securing capital
contributions to or obligations of such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements and agreements with respect to non-Wholly-Owned Subsidiaries; 

(cc) Liens consisting of any condemnation or eminent domain proceeding or compulsory purchase order affecting real property; 

(dd) any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement permitted by this Agreement; 

(ee) Liens in favor of the Borrowers and the Guarantors on any property which does not then comprise Collateral; and 

(ff) Acceptable Land Use Arrangements, including Liens related thereto. 

“Permitted Refinancing” means any Indebtedness with respect to which the application of proceeds of such Indebtedness is used
directly or indirectly to effect the modification, refinancing, replacement, refunding, renewal or extension of existing Indebtedness (as determined by the Borrowers in their reasonable discretion) (without, for the avoidance of doubt, regard to the
maturity date of the Indebtedness being modified, refinanced, replaced, refunded, renewed or extended and without requiring that any such proceeds be used contemporaneously to repay such debt); provided, that (other than with respect to
Section 8.04(e)): (a) any such Indebtedness shall (i) not have a stated maturity or Weighted Average Life to Maturity that is shorter than that of the Indebtedness being modified, refinanced, replaced, refunded, renewed or extended
(other than to the extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayments of such Indebtedness) (provided that the stated maturity or Weighted Average Life to Maturity may be
shorter if the stated maturity of any principal payment (including any amortization payments) is not earlier than the earlier of (1) the stated maturity in effect prior to such refinancing or (2) 91 days after the Final Maturity Date
then in effect at the time of issuance) (excluding in the case of this clause (i), bridge facilities allowing extensions on customary terms to at least 91 days after such Final Maturity Date), (ii) if the Indebtedness being refinanced is
subordinated by its terms or by the terms of any agreement or instrument relating to such Indebtedness, be at least as subordinate to the Obligations as the Indebtedness being refinanced, (iii) be in a principal amount that does not exceed an
amount equal to the sum of the principal amount so refinanced, plus an amount equal to any existing commitments unutilized thereunder, plus accrued interest, plus any premium or other payment required to be paid in connection with such refinancing,
plus in either case, the amount of fees and expenses of the Borrowers and the Restricted Subsidiaries incurred in connection with such refinancing, plus any additional amounts permitted to be incurred pursuant to Section 8.04 (so long as such
additional Indebtedness meets the other applicable requirements of this definition and, if secured, Section 8.03) and (iv) in the case of the modification, refinancing, replacement, refunding, renewal or extension of any unsecured
Indebtedness, the Permitted Debt Conditions are satisfied; and (b) the sole obligor on such Indebtedness shall be the Company or the original obligor on such Indebtedness being modified, refinanced, replaced, refunded, renewed or extended;
provided, that (i) any guarantor of the Indebtedness being modified, refinanced, replaced, refunded, renewed or extended shall be permitted to guarantee the refinancing Indebtedness (subject to receipt of any required approvals from any
Gaming Authority) and (ii) any Loan Party shall be permitted to guarantee any such Indebtedness of any other Loan Party. 

“Permitted Sale Leaseback” means any Sale Leaseback consummated by the Company or any of the Restricted Subsidiaries pursuant
to Section 8.01(n); provided, that (i) no property constituting Collateral 

  
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shall be subject to any such Sale Leaseback and (ii) subject to clause (i), Sale Leasebacks with MGP or its Subsidiaries entered into in compliance with this Agreement shall constitute
“Permitted Sale Leasebacks”. 
 “Permitted Warrant Transaction” means any call option, warrant or right to
purchase (or substantively equivalent derivative transaction) on the Company’s common stock sold by the Borrowers substantially concurrently with any purchase by the Borrowers of a related Permitted Bond Hedge Transaction. 

“Person” means any natural Person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan of Reorganization” has the meaning specified in
Section 11.06(i)(iii). 
 “Platform” has the meaning specified in Section 7.01. 

“Pledge Agreement” has the meaning specified in Section 4.01(a)(iii). 

“Pledged Equity” has the meaning specified in the Pledge Agreement. 

“Pledgor” means each holder of Equity Interests of any owner of Mortgaged Real Property. 

“Prepayment Restricted Indebtedness” means any series, class or issue of Indebtedness (i) that is subordinated in right
of payment to the Obligations or that is secured by a Lien that is junior in priority to the Liens securing the Obligations and (ii) the original aggregate principal amount of which is in excess of $100,000,000 on the date of issuance thereof.

 “Pro Forma Basis” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the
determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.11. 

“Projections” has the meaning specified in Section 5.14. 

“Property” means any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or
mixed and whether tangible or intangible and including all contract rights, income or revenue rights, real property interests, trademarks, trade names, equipment and proceeds of the foregoing and, with respect to any Person, Equity Interests or
other ownership interests of any other Person owned by the first Person. 
 “Public Lender” has the meaning specified in
Section 7.01. 
 “Qualified Contingent Obligation” means contingent obligations in respect of
(a) Indebtedness of any Joint Venture in which Company or any of its Restricted Subsidiaries owns (directly or indirectly) at least 25% of the Equity Interest of such Joint Venture or (b) Indebtedness of Gaming Facilities (and properties
ancillary or related thereto) with respect to which Company or any of its Restricted Subsidiaries has (directly or indirectly through Subsidiaries) entered into a management or similar contract and such contract remains in full force and effect at
the time such contingent obligations are incurred. 
 “Qualified Equity Interest” means, with respect to any Person, any
Equity Interests of such Person that are not Disqualified Equity Interests. 

  
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 “Ratio Debt Basket” has the meaning specified in Section 8.04(m).

 “Real Property” means (i) each parcel of real property leased or operated by the Borrowers or the Restricted
Subsidiaries, whether by lease, license or other use or occupancy agreement, and (ii) each parcel of real property owned by the Borrowers or the Restricted Subsidiaries, together with all buildings, structures, improvements and fixtures located
thereon, together with all easements, licenses, rights, privileges, appurtenances, interests and entitlements related thereto. 

“Reduction Amount” has the meaning set forth in Section 2.04(b)(vi). 

“refinance” means refinance, renew, extend, exchange, replace, defease (covenant or legal) (with proceeds of Indebtedness),
discharge (with proceeds of Indebtedness) or refund (with proceeds of Indebtedness), in whole or in part, including successively; and “refinancing” and “refinanced” have correlative meanings. 

“Refinancing Amendment” means an amendment to this Agreement reasonably satisfactory to the Administrative Agent and the
Borrowers executed by each of (a) the Borrowers, (b) the Administrative Agent and (c) each additional Lender and each existing Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred
pursuant thereto, in accordance with Section 2.14. 
 “Register” has the meaning specified in
Section 11.06(c). 
 “Regulations T, U and X” means Regulation T (12 C.F.R. Part 220),
Regulation U (12 C.F.R. Part 221) and Regulation X (12 C.F.R. Part 224), respectively, of the Board of Governors of the Federal Reserve System of the United States (or any successor), as the same may be amended, modified or supplemented
and in effect from time to time and all official rulings and interpretations thereunder or thereof. 
 “Rejection Notice”
has the meaning specified in Section 2.04(d). 
 “Related Business” means (the development, ownership, leasing
or operation of Gaming Facilities, hotel facilities, retail facilities and entertainment facilities, facilities related or ancillary to Gaming Facilities, hotel facilities or entertainment facilities and land held for potential development or under
development as Gaming Facilities, hotel facilities, retail facilities or entertainment facilities (including related or ancillary uses and including Investments in any such Related Businesses or assets related thereto). 

“Related Indemnified Person” of an Indemnitee means (a) any controlling Person or controlled affiliate of such
Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling Persons or controlled Affiliates and (c) the respective agents of such Indemnitee or any of its controlling Persons or controlled
Affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling Person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling Person in this
definition shall be limited to a controlled Affiliate or controlling Person involved in the negotiation or syndication of the Term Facilities and the Revolving Facility. 

“Related Parties” means, with respect to any Person, that Person, its Affiliates and their respective partners, directors,
officers, employees, agents, trustees and advisors. 

  
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 “Release” means any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material, into, from or through the Environment. 

“Removal Effective Date” has the meaning specified in Section 10.06(b). 

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or
Revolving Loans, a Committed Loan Notice, and (b) with respect to an L/C Credit Extension, a Letter of Credit Application. 

“Required Extended Revolving Lenders” means, as of any date of determination, Extended Revolving Lenders holding more than
50% of the sum of the (a) the aggregate outstanding principal amount of Extended Revolving Loans as of such date and (b) aggregate unused Extended Revolving Commitments; provided that the unused Extended Revolving Commitment of, and
the portion of the aggregate outstanding principal amount of Extended Revolving Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Extended Revolving Lenders. 

“Required Extended Term Lenders” means, as of any date of determination, for each Extended Term Facility, Lenders holding
more than 50% of the sum of the aggregate relevant Extended Term Loans on such date; provided that the portion of such Extended Term Loans held by any Defaulting Lender shall be excluded for purposes of making a determination of Required
Extended Term Lenders. 
 “Required Incremental Term Lenders” means, as of any date of determination, for each Incremental
Term Facility, Lenders holding more than 50% of the sum of the aggregate relevant Incremental Term Loans and Incremental Term Commitments on such date; provided that the portion of such Incremental Term Loans and Incremental Term Commitments
held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Incremental Term Lenders. 

“Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total
Outstandings (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Revolving Lender for purposes of this definition) and (b) aggregate
unused Revolving Commitments, Other Revolving Commitments and Extended Revolving Commitments; provided that Commitments of, and the Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders. 
 “Required Other Revolving Lenders” means, as of any date of determination, Other
Revolving Lenders holding more than 50% of the sum of the (a) the aggregate outstanding principal amount of Other Revolving Loans as of such date and (b) aggregate unused Other Revolving Commitments; provided that the unused Other
Revolving Commitment of, and the portion of the aggregate outstanding principal amount of Other Revolving Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Other Revolving
Lenders. 
 “Required Other Term Lenders” means, as of any date of determination, for each Other Term Facility, Lenders
holding more than 50% of the sum of the aggregate relevant Other Term Loans and Other Term Commitments on such date; provided that the portion of such Other Term Loans and Other Term Commitments held by any Defaulting Lender shall be excluded
for purposes of making a determination of Required Other Term Lenders. 

  
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 “Required Revolving Lenders” means, as of any date of determination, Revolving
Lenders holding more than 50% of the sum of the (a) Total Revolving Outstandings (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such
Revolving Lender for purposes of this definition) and (b) aggregate unused Revolving Commitments; provided that the unused Revolving Commitment of, and the portion of the Total Revolving Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders. 
 “Required Term A
Lenders” means, as of any date of determination, for each Term A Facility, Term A Lenders and Incremental Lenders holding more than 50% of the aggregate sum of the Term A Facility and Incremental Term A Loans on such date; provided
that the portion of the Term A Facility and Incremental Term A Loans held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term A Lenders. 

“Requirement of Law” means, as to any Person, any Law or determination of an arbitrator or any Governmental Authority, in
each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject. 

“Resignation Effective Date” has the meaning specified in Section 10.06(a). 

“Responsible Officer” means the Company’s chief executive officer, chief operating officer, treasurer, assistant
treasurer, secretary, assistant secretary, executive vice presidents, senior vice presidents and vice presidents and, regardless of designation, the chief financial officer of the Company, and, solely for purposes of notices given pursuant to
Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to
an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer on behalf of a Loan Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and other action, as applicable, on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to
any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the holders of the Equity Interests in such Person; provided that (i) the exercise by the
Company of rights under derivative securities linked to Equity Interests underlying Convertible Debt or similar products purchased by the Company in connection with the issuance of such Convertible Debt and (ii) any termination fees or similar
payments in connection with the termination of warrants or other Equity Interests issued in connection with such Convertible Debt shall not be considered to be a “Restricted Payment.” 

“Restricted Subsidiaries” means all existing and future Subsidiaries of the Company other than the Unrestricted Subsidiaries.

 “Returns” means, with respect to any Investment, any dividends, distributions, interest, fees, premium, return of
capital, repayment of principal, income, profits (from a disposition or otherwise) and other amounts received or realized in respect of such Investment. 

  
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 “Revaluation Date” means with respect to any Letter of Credit, each of the
following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof and (iii) each date of
any payment by an L/C Issuer under any Letter of Credit denominated in an Alternative Currency; provided that if no such revaluation has occurred during any calendar quarter, the “Revaluation Date” shall mean the last day of such
calendar quarter. 
 “Revocation” has the meaning specified in Section 6.11(b). 

“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01(c). 

“Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrowers
pursuant to Section 2.01(c), and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on
Schedule 2.01 under the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to
time in accordance with this Agreement (including in connection with any Incremental Revolving Increase). The aggregate amount of the Revolving Commitments as of the Closing Date is $1,250,000,000. 

“Revolving Extension Request” has the meaning specified in Section 2.15(b). 

“Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such
time. 
 “Revolving Lender” means, at any time, any Lender that has a Revolving Commitment at such time. 

“Revolving Loan” has the meaning specified in Section 2.01(c). 

“Revolving Note” means a promissory note made by the Borrowers in favor of a Revolving Lender evidencing Revolving Loans made
by such Revolving Lender, substantially in the form of Exhibit C-2. 
 “S&P” means Standard &
Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto. 
 “Sale
Leaseback” means any transaction or series of related transactions pursuant to which the Company or any of the Restricted Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or
hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed of.

 “Sanction(s)” means any economic sanctions administered or enforced by any Sanctions Authority. 

  
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 “Sanctioned Person” means, at any time, (a) any Person listed in any
Sanctions-related list of designated Persons maintained by any Sanctions Authority, (b) any Person organized or resident in a Designated Jurisdiction or (c) any Person 50% or more owned or controlled by any such Person described in clause
(a) or (b) above. 
 “Sanctions Authority” means the United States (including, without limitation, the Office of
Foreign Assets Control of the U.S. Department of the Treasury), the United Nations Security Council, the European Union, the United Kingdom (including, without limitation, Her Majesty’s Treasury) or any other relevant sanctions authority with
jurisdiction over any Borrower. 
 “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions. 
 “Secured Cash Management Agreement” means any Cash Management Agreement
that is entered into by and between any Loan Party and any Cash Management Bank. 
 “Secured Hedge Agreement” means any
Swap Contract permitted under Article VIII that is entered into by and between any Loan Party and any Hedge Bank. 

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash
Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 10.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral
under the terms of the Collateral Documents. 
 “Security Agreement” has the meaning specified in
Section 4.01(a)(iii). 
 “Senior Notes” means, collectively, the 7.500% Notes and the 10.000% Notes. 

“Similar Lease” means a lease that (x) reflects commercially reasonable terms at the time entered into (as determined in
good faith by the Company) and does not relate to assets constituting Collateral and (y) is (i) entered into by the Borrower or a Restricted Subsidiary with MGP or its Subsidiaries or with another Person to the extent such Person is a
REIT, for the purpose of, or with respect to, operating or managing Gaming Facilities, Related Businesses, lodging, leisure and entertainment-related Real Property assets of the Borrower or a Restricted Subsidiary or (ii) permitted by
Section 1.5 and Section 22.7 of the Master Lease as in effect on the Closing Date. 
 “Solvent” and
“Solvency” means, for any Person on a particular date, that on such date (a) the fair value of the Property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities,
of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe that it will, incur debts and liabilities beyond such Person’s ability to pay as such debts and liabilities mature, (d) such Person is not engaged in a business or a transaction, and is not
about to engage in a business or a transaction, for which such Person’s Property would constitute an unreasonably small capital and (e) such Person is able to pay its debts as they become due and payable. For purposes of this definition,
the amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured
liability, without duplication. 

  
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 “SPC” has the meaning specified in Section 11.06(h). 

“SPC Register” has the meaning specified in Section 11.06(i). 

“Specified Transaction” means (a) any incurrence or repayment of Indebtedness (other than for working capital purposes
or under a revolving facility), (b) Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, (c) any Permitted Acquisition or other acquisition, (d) any Asset Sale, designation or
redesignation of a Restricted Subsidiary that results in a Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Company, (e) any acquisition or Investment constituting an acquisition of assets constituting a business unit, line of
business or division of another Person, in each case under this clause (e), with a fair market value of at least $10,000,000 or constituting all or substantially all of the assets of a Person and (f) any amendment, modification or waiver to any
provision of the Master Lease and any Similar Lease. 
 “Spot Rate” for a currency means the rate determined by the
Administrative Agent or an 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 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or such L/C Issuer may obtain such spot rate from another
financial institution designated by the Administrative Agent or such 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; and provided further that
such L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. 

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity
of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company. 
 For the
avoidance of doubt, and only by way of example, as of the Closing Date CityCenter Holdings, LLC, a Delaware limited liability company, is only 50% owned by the Company and therefore is not a Subsidiary of the Company. 

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any
kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), 

  
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including any such obligations or liabilities under any Master Agreement. For the avoidance of doubt, any Permitted Convertible Indebtedness Call Transaction will not constitute a Swap Contract.

 “Swap Obligation” has the meaning specified in the definition of “Excluded Swap Obligation”. 

“Syndication Agent” means JPMorgan Chase Bank, N.A. 

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

“Tenant” means MGM Lessee LLC, a Delaware limited liability company, in its capacity as tenant under the Master Lease, and
its successors and assigns in such capacity. 
 “Term A Borrowing” means a borrowing consisting of simultaneous Term A
Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(a). 

“Term A Commitment” means, as to each Term A Lender, its obligation to make Term A Loans to the Borrowers pursuant to
Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or
opposite such caption in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the
Term A Commitment as of the Closing Date is $250,000,000. 
 “Term A Facility” means, at any time, (a) on or prior to
the Closing Date, the aggregate amount of the Term A Commitments at such time and (b) thereafter, the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time. 

“Term A Lender” means (a) at any time on or prior to the Closing Date, any Lender that has a Term A Commitment
at such time and (b) at any time after the Closing Date, any Lender that holds Term A Loans at such time. 
 “Term A
Loan” means an advance made by any Term A Lender under the Term A Facility. 
 “Term A Note” means a
promissory note made by the Borrowers in favor of a Term A Lender evidencing Term A Loans made by such Term A Lender, substantially in the form of Exhibit C-1. 

“Term Borrowing” means any of a Term A Borrowing, an Incremental Term Borrowing, an Other Term Borrowing and an Extended Term
Borrowing. 
 “Term Commitment” means any of a Term A Commitment, an Incremental Term Commitment and an Other Term
Commitment. 
 “Term Facilities” means, at any time, the Term A Facility, any Incremental Term Facilities, any Other Term
Facility and any Extended Term Facility. 

  
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 “Term Loan” means a Term A Loan, an Incremental Term Loan, an Other Term Loan or
an Extended Term Loan. 
 “Term Loan Extension Request” has the meaning specified in Section 2.15(a). 

“Termination Conditions” means, collectively, (a) the payment in full in cash of the Obligations (other than
(i) contingent indemnification obligations as to which no claim has been asserted and (ii) Obligations under Secured Hedge Agreements and Cash Management Obligations) and (b) the termination of the Commitments and the termination or
expiration of all Letters of Credit under this Agreement (unless backstopped or Cash Collateralized in an amount equal to 103% of L/C Obligations with respect to any such Letter of Credit or otherwise in an amount and/or in a manner reasonably
acceptable to the applicable L/C Issuer). 
 “Test Period” means for any date of determination the period of the four most
recently ended consecutive Fiscal Quarters of Borrowers and the Restricted Subsidiaries for which financial statements are available. 

“Total Assets” means, as of any date of determination, the total assets of the Borrowers and the Restricted Subsidiaries on a
consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Company delivered in accordance with Section 7.01(a) or Section 7.01(b). 

“Total Indebtedness” means, as at any date of determination, the aggregate principal amount of all outstanding Indebtedness
of the Borrower Group (other than any such Indebtedness that has been Discharged) of the kind described in clause (a) of the definition of “Indebtedness”, Indebtedness evidenced by promissory notes and similar instruments and Guaranty
Obligations in respect of any of the foregoing (to be included only to the extent set forth in clause (ii) below); provided that (i) Total Indebtedness shall not include Indebtedness in respect of letters of credit (including
Letters of Credit), except to the extent of unreimbursed amounts thereunder and (ii) Total Indebtedness shall not include Guaranty Obligations, provided, however, that if and when any such Guaranty Obligation for Indebtedness is
demanded for payment from the Company or any of its Restricted Subsidiaries, then the amounts of such Guaranty Obligation shall be included in such calculations. 

“Total Leverage Ratio” means, as of any date of determination, the ratio of (a) the aggregate amount of Total
Indebtedness of the Borrower Group as of such date to (b) Borrower Group EBITDA for the most recently ended Test Period. 

“Total Net Leverage Ratio” means, as of any date of determination, the ratio of (a) the aggregate amount of Net
Indebtedness of the Borrower Group as of such date to (b) Borrower Group EBITDA for the most recently ended Test Period. 

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations. 

“Total Revolving Outstandings” means (i) in respect of the Revolving Facility, the aggregate Outstanding Amount of all
Revolving Loans and L/C Obligations, (ii) in respect of any Other Revolving Facility, the aggregate Outstanding Amount of all applicable Other Revolving Loans and (iii) in respect of any Extended Revolving Facility, the aggregate
Outstanding Amount of all applicable Extended Revolving Loans. 

  
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 “Trade Date” has the meaning specified in Section 11.06(i)(i). 

“Tranche” means (i) when used with respect to Lenders, each of the following classes of Lenders: (a) Lenders having
Revolving Loans or Revolving Commitments, (b) Lenders having such other Tranche of Revolving Loans or Revolving Commitments created pursuant to an Extension Amendment, Incremental Joinder Agreement or Refinancing Amendment, (c) Lenders
having Term A Commitments, Incremental Term Commitments or Term A Loans, and (d) Lenders having such other Tranche of Term Commitments or Term Loans created pursuant to an Extension Amendment, Incremental Joinder Agreement or Refinancing
Amendment, and (ii) when used with respect to Loans or Commitments, each of the following classes of Loans or Commitments: (a) Revolving Loans or Revolving Commitments, (b) such other Tranche of Revolving Commitments or Revolving
Loans created pursuant to an Extension Amendment or Incremental Joinder Agreement, (c) Term A Commitments, Incremental Term Commitments or Term A Loans, and (d) such other Tranche of Term Commitments or Term Loans created pursuant to an
Extension Amendment, an Incremental Joinder Agreement or a Refinancing Amendment. 
 “Transaction” means, collectively,
(a) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents, (b) the payment of certain fees and expenses incurred in connection with the consummation of the foregoing, (c) the entering into of
the Master Lease, (d) the other transactions and agreements disclosed or referred to in the Company’s Form S-11 registration statement as filed with the SEC on or prior to the Closing Date (in each case, including any amendment,
restatement, replacement or other modification thereof) and (e) the redemption or other payment in full of the Senior Notes. 

“Transfer Agreement” means any trust or similar arrangement required by any Gaming Authority from time to time with respect
to the Equity Interests of any Restricted Subsidiary (or any Person that was a Restricted Subsidiary) or any Gaming Facility. 

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. 

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or
the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the
Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. 

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

“Unconsolidated Affiliate” means any Person for which any Person in the Borrower Group accounts for its interests in such
person under the equity method of accounting in accordance with GAAP. 
 “United States” and “U.S.” mean
the United States of America. 
 “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). 

  
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 “Unrestricted Cash” means, as of any date of determination, all cash and Cash
Equivalents included in the balance sheets of any Person in the Borrower Group as of such date that, in each case, are free and clear of all Liens, other than Liens in favor of the Administrative Agent for the benefit of the Secured Parties and
non-consensual Liens that are Permitted Encumbrances (other than clause (x)(so long as any related Indebtedness has been legally discharged) or (y)(ii) of the definition thereof), but excluding all cash and Cash Equivalents of the Borrower Group
held in casino cages. 
 “Unrestricted Subsidiaries” means (a) the Foreign Subsidiaries and any FSHCO, (b) MGP
and its Subsidiaries, (c) the Insurance Subsidiaries, (d) Non-Control Subsidiaries, (e) the Subsidiaries listed on Schedule 5.04 as a “Specified Unrestricted Subsidiary”, (f) each Subsidiary of the Company
designated as an “Unrestricted Subsidiary” pursuant to and in compliance with Section 6.11 and Section 8.06, (g) the Designated Restricted Entities and (h) any Subsidiary of a Person that is an
Unrestricted Subsidiary of the type described in clauses (a) through (g) above. 
 “U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III). 
 “USA PATRIOT Act” means the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56). 

“Weighted Average Life to Maturity” means, on any date and with respect to the aggregate amount of the Term Loans, an amount
equal to (a) the scheduled repayments of such Term Loans to be made after such date, multiplied by the number of days from such date to the date of such scheduled repayments divided by (b) the aggregate principal amount of such Term Loans.

 “Wholly Owned Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or
other entity of which all of the Equity Interests (other than directors’ qualifying shares, nominee shares or other similar securities) are directly or indirectly owned or controlled by such Person. Unless the context clearly requires
otherwise, all references to any Wholly Owned Subsidiary means a Wholly Owned Subsidiary of the Company. 
 “Withdrawal
Liability” means liability by an ERISA Affiliate to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA. 

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or
in such other Loan Document: 
 (a) The definitions of terms herein shall apply equally to 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 “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from 

  
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time to time amended, restated, modified, supplemented, extended, renewed, refunded, replaced or refinanced from time to time in one or more agreements (in each case with the same or new lenders,
institutional investors or agents), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder, (ii) any reference herein to any Person shall be construed to include such
Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in
its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vii) the word “lease” shall be construed to mean any lease, sublease, franchise agreement,
license, occupancy or concession agreement. 
 (b) In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”. 

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

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis (except as otherwise disclosed in such
financial statements), as in effect from time to time. 
 (b) Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan Document, and the Company or the Required Lenders shall so request, the Administrative Agent, the Required Lenders and the Borrowers shall negotiate in good faith to amend such
ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 
 (c)
Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Company and its Subsidiaries or to the determination of any amount for the Company and its Subsidiaries on a consolidated basis or
any similar reference shall, in each case, be deemed to include each variable interest entity that the Company is required to consolidate pursuant to FASB 

  
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Accounting Standards Codification 810 “Consolidation,” as if such variable interest entity were a Subsidiary as defined herein. 

1.04 Rounding. Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be calculated by dividing
the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number). 
 1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to
Pacific time (daylight or standard, as applicable). 
 1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount
of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, 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 Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum stated amount is in effect at such time. 
 1.07 Exchange Rates; Currency
Equivalents Generally. 
 (a) Any amount specified in this Agreement (other than in the definitions of “Revolving Commitment,”
“Term A Commitment,” and Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, (i) such equivalent amount
thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate for the purchase of such currency with Dollars and (ii) 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 subject transaction so long as such subject transaction was permitted at the time incurred, made, acquired, committed, entered
or declared as set forth in clause (i). 
 (b) The applicable L/C Issuer shall determine the Spot Rates as of each Revaluation Date to be
used for calculating Dollar Equivalent amounts of Letters of Credit denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the
applicable currencies until the next Revaluation Date to occur. 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 applicable L/C Issuer. 

(c) Wherever in this Agreement in connection with 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 Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such
Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be. 

1.08 Additional Alternative Currencies. 

  
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 (a) The Company may from time to time request that Letters of Credit be issued in a currency
other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into
Dollars. Such request shall be subject to the reasonable approval of the Administrative Agent and the applicable L/C Issuer. 
 (b) Any such
request shall be made to the Administrative Agent not later than 11:00 a.m., 10 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer,
in their reasonable discretion). The Administrative Agent shall promptly notify such L/C Issuer of such request. Such L/C Issuer shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request
whether it consents, in its reasonable discretion, to the issuance of Letters of Credit in such requested currency. 
 (c) Any failure by any
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 permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and
such L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for
purposes of any Letter of Credit issuances 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 Company. 
 1.09 Change of Currency. 

(a) Each obligation of the Borrowers 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. 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. 
 (b) Each provision of this Agreement shall be subject to
such reasonable changes of construction as the Administrative Agent may, with the consent of the Borrowers, 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 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. 

1.10 Amendment and Restatement. The parties acknowledge and agree that this Agreement and the other Loan Documents do not constitute a
novation, payment and reborrowing or termination of the obligations under the Existing Credit Agreement and that all such obligations are in all respects 

  
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continued and outstanding as Obligations under this Agreement except to the extent such Obligations are modified from and after the Closing Date as provided in this Agreement and the other Loan
Documents. Each Lender that was a Lender (as defined in the Existing Credit Agreement) party to the Existing Credit Agreement hereby agrees that this Agreement amends and restates the Existing Credit Agreement in its entirety effective as of the
Closing Date. 
 1.11 Pro Forma Calculations. 

(a) Notwithstanding anything to the contrary herein, the Total Net Leverage Ratio, the First Lien Net Leverage Ratio, Total Leverage Ratio and
the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that notwithstanding anything to the contrary in clauses (b) or (c) of this Section 1.11
when calculating the Total Net Leverage Ratio, Total Leverage Ratio, the First Lien Net Leverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of determining actual compliance (and not pro forma compliance or compliance on a Pro
Forma Basis) with any financial covenant pursuant to Section 8.12, the events described in this Section 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. 

(b) For purposes of calculating the Total Net Leverage Ratio, Total Leverage Ratio, the First Lien Net Leverage Ratio and the Interest Coverage
Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously
with the event for which the calculation of any such ratio is made shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein
attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If, since the beginning of any applicable Test Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or
consolidated with or into the Company or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.11, then the
Total Net Leverage Ratio, Total Leverage Ratio, the First Lien Net Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.11. 

(c) In the event that the Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by
redemption, repayment, prepayment, retirement, exchange, extinguishment or satisfaction and discharge) any Indebtedness included in the calculations of the Total Net Leverage Ratio, the Total Leverage Ratio, the First Lien Net Leverage Ratio and the
Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period and/or (ii) subsequent to the end of the applicable Test
Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Net Leverage Ratio, the Total Leverage Ratio, the First Lien Net Leverage Ratio and the Interest Coverage Ratio shall be
calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Net Leverage Ratio and the First
Lien Net Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness
shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such
Indebtedness); provided that, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable
portion of such Test Period. Interest on a Capital Lease 

  
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shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease in
accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate
actually chosen, or if none, then based upon such optional rate chosen as the Company may designate. 
 1.12 Timing of Conditions Related
to Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when determining compliance with any applicable conditions to the consummation of any Limited Condition Transaction (including,
without limitation, any Default or Event of Default condition), the date of determination of such applicable conditions shall, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition
Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a Pro Forma Basis after giving effect to such
Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such applicable conditions are calculated as if such Limited Condition
Transaction and other related transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which financial statements are available to the Administrative Agent, the applicable Borrower or Restricted
Subsidiary could have taken such action on the relevant LCT Test Date in compliance with the applicable conditions thereto, such applicable conditions shall be deemed to have been complied with, unless an Event of Default pursuant to
Section 9.01(a) or 9.01(i) shall be continuing on the date such Limited Condition Transaction is actually consummated. For the avoidance of doubt, if an LCT Election is made, the applicable conditions thereto shall not be
tested at the time of consummation of such Limited Condition Transaction. If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with
respect to any other Specified Transaction on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited
Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated both (x) on a Pro Forma Basis assuming such Limited Condition Transaction and other related
transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (y) on a Pro Forma Basis assuming such Limited Condition Transaction and other related transactions in
connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated, and the applicable action shall only be permitted if there is sufficient availability under the applicable ratio or basket
under both of the calculations pursuant to clause (x) and (y). 
 ARTICLE II 

COMMITMENTS AND CREDIT EXTENSIONS 

2.01 The Loans. 
 (a)
The Term A Borrowing. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan to the Company on the Closing Date in Dollars in an amount not to exceed such Term A
Lender’s Applicable Percentage of the Term A Facility. The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts
borrowed under this Section

  
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 2.01(a) and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurodollar Rate
Loans, as further provided herein. 
 (b) [Reserved]. 

(c) The Revolving Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans
(each such loan, a “Revolving Loan”) to the Borrowers from time to time in Dollars, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s
Revolving Commitment; provided, that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving Facility, and (ii) the aggregate Outstanding Amount of the Revolving Loans of
any Lender, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Revolving Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s
Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(c), prepay under Section 2.04, and reborrow under this Section 2.01(c). Revolving Loans
may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. 
 (d) Subject to Section 3.06, each Lender may, at
its option, make any 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 in any manner the obligation of the Borrowers to repay such Loan in
accordance with the terms of this Agreement. 
 2.02 Borrowings, Conversions and Continuations of Loans. 

(a) Each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of Eurodollar
Rate Loans shall be made upon the applicable Borrowers’ irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 10:00 a.m. (i) three
Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, or (ii) on the requested date of any Borrowing of Base Rate
Loans; provided that, if the Borrowers wish to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months or one week in duration as provided in the definition of “Interest Period,” the
applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to
Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, and not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the
Administrative Agent shall notify the Borrowers (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all Appropriate Lenders. Each telephonic notice by the Borrowers pursuant to this
Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, signed by a Responsible Officer. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in
a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c)(ii), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are requesting a Term Borrowing, a Revolving Borrowing, a conversion of Term Loans or Revolving Loans
from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the 

  
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 case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted
or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrowers fail to specify a
Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Loans shall be made as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrowers request a Borrowing of, conversion to, or continuation of
Eurodollar Rate Loans in any such Committed Loan Notice, but fail to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. 

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable
Percentage under the applicable Facility of the applicable Term Loans or Revolving Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Administrative Agent shall notify each Lender of the details of
any automatic conversion to Base Rate Loans described in Section 2.02(a). Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s
Office not later than 11:00 a.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension,
Section 4.01), the Administrative Agent shall make all funds so received available to the Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrowers, as specified in such
Committed Loan Notice, on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such
Borrower; provided, that if, on the date a Committed Loan Notice with respect to a Revolving Borrowing is given by the Borrowers, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be
applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided above. 

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for
such Eurodollar Rate Loan. Upon the occurrence and during the continuation of an Event of Default, the Required Lenders may require by notice to the Borrowers that no Loans may be converted to or continued as Eurodollar Rate Loans. 

(d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for
Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders of any change in Bank of America’s prime rate used in
determining the Base Rate promptly following the public announcement of such change. 
 (e) After giving effect to all Term A
Borrowings, all conversions of Term A Loans from one Type to the other, and all continuations of Term A Loans as the same Type, there shall not be more than 10 Interest Periods in effect in respect of the Term A Facility. After giving
effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than 10 Interest Periods in effect in respect of the Revolving
Facility. The maximum number of Interest Periods in respect of any Incremental Term Facility, Other Term Facility, Other Revolving Facility, Extended Term Facility or Extended Revolving Facility shall be set forth in the relevant Incremental Joinder
Agreement, Refinancing Amendment or Extension Amendment, as applicable. 

  
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 2.03 Letters of Credit. 

(a) The Letter of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of
the Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or
in one or more Alternative Currencies for the account of the Company or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under
the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued under this Agreement and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect
to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Revolving Facility, (y) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Lender’s Applicable Revolving
Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the
Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by each 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 Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the
terms and conditions hereof. 
 (ii) No L/C Issuer shall issue any Letter of Credit if: 

(A) subject to Section 2.03(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 Required Revolving Lenders have approved such expiry date; or 

(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless
(x) all the Revolving Lenders and the L/C Issuer have approved such expiry date or (y) such Letter of Credit is Cash Collateralized on terms and pursuant to arrangements satisfactory to the applicable L/C Issuer; provided that, in
the case of any such Letter of Credit that is so Cash Collateralized, the obligations of the Revolving Lenders to participate in such Letter of Credit pursuant to Section 2.03(c) shall terminate upon the Letter of Credit Expiration Date.

 (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: 

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit,
or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon 

  
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such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the
Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such 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 such L/C Issuer applicable to letters of credit
generally; 
 (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an
initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $250,000, in the case of a standby Letter of Credit; 

(D) except as otherwise agreed by the Administrative Agent and the relevant L/C Issuer, the Letter of Credit is to be
denominated in a currency other than Dollars or an Alternative Currency; 
 (E) the L/C Issuer does not as of the issuance
date of the requested Letter of Credit issue Letters of Credit in the requested currency; 
 (F) such Letter of Credit
contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or 
 (G) a default of
any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless such L/C Issuer has entered into satisfactory arrangements, including the delivery of Cash Collateral
in an amount equal to 103% of L/C Obligations with respect to any such Letter of Credit or otherwise in an amount and/or in a manner reasonably acceptable to such L/C Issuer, with the Borrowers or such Lender to eliminate such L/C Issuer’s
actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iii)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as
to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its reasonable discretion. 
 (iv) No
L/C Issuer shall amend any Letter of Credit if such 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) No L/C Issuer shall have any obligation to amend any Letter of Credit if (A) such 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) Each L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the
documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such 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 X included such


  
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L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such 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 Borrowers delivered to an L/C
Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, signed by a Responsible Officer. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic
transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative
Agent not later than 1:00 p.m. at least three Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their reasonable 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 such L/C Issuer: (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the 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; (G) the purpose and nature of the requested Letter of Credit; and (H) such
other matters as such L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer (1) the
Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as such L/C Issuer may reasonably require. Additionally,
each Borrower shall furnish to such 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 such L/C Issuer or the
Administrative Agent may reasonably require. 
 (ii) Promptly after receipt of any Letter of Credit Application, the
applicable 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 Borrowers and, if not, such L/C Issuer will provide the
Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Revolving Lender, 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 Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of
Credit for the account of the applicable Borrower (or the applicable Subsidiary), as specified in such Letter of Credit Application, or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s
usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a risk participation in
such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Letter of Credit. 

  
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 (iii) If the Borrowers so request in any applicable Letter of Credit Application,
the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension
Letter of Credit must permit such 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 such L/C Issuer, the Borrowers shall not be required to make a
specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 (unless (x) all the Revolving Lenders and the L/C Issuer have approved such expiry date or (y) such Letter of Credit is Cash Collateralized
on terms and pursuant to arrangements satisfactory to the applicable L/C Issuer); provided, that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no
obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or
(B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected
to not permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Borrowers that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing
such L/C Issuer not to permit such extension. 
 (iv) Promptly after its delivery of any Letter of Credit or any amendment to
a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to each 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
applicable L/C Issuer shall notify the Borrowers and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrowers shall reimburse the applicable L/C Issuer through the Administrative Agent
in such Alternative Currency, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the
Borrowers shall have notified such L/C Issuer promptly following receipt of the notice of drawing that the Borrowers will reimburse such L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit
denominated in an Alternative Currency, the applicable L/C Issuer shall notify the Borrowers of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by
such L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by such L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor
Date”), the Borrowers shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. In the event that (I) a drawing denominated in an Alternative
Currency is to be reimbursed in 

  
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Dollars pursuant to the second sentence in this Section 2.03(c)(i) and (II) the Dollar amount paid by the Borrowers, whether on or after the Honor Date, shall not be adequate on
the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Borrowers agree, as a separate and independent obligation, to indemnify the applicable L/C
Issuer for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the Borrowers fail to so reimburse such L/C Issuer by such time, the applicable L/C Issuer shall promptly notify
the Administrative Agent who shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in
an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Applicable Revolving Percentage thereof. In such event, the Borrowers shall be deemed to have requested a Revolving Borrowing of
Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount
of the unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by such L/C Issuer or the Administrative Agent pursuant to this
Section 2.03(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 Lender (including each Revolving Lender that is an L/C Issuer) shall upon any notice pursuant to
Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s Office in Dollars in an amount equal to its
Applicable Revolving Percentage 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 2.03(c)(iii), each Revolving
Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer. 

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because
the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrowers shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing 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) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to the Administrative Agent for the account of such L/C
Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this
Section 2.03. 
 (iv) Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Percentage of such amount shall be solely for the account of such L/C
Issuer. 
 (v) Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse each L/C Issuer
for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, 

  
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including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, a Borrower 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, that each Revolving Lender’s obligation to make Revolving Loans pursuant
to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrowers of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the
obligation of the Borrowers to reimburse such L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. 

(vi) If any Revolving Lender fails to make available to the Administrative Agent for the account of any L/C Issuer any amount
required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such 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
such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees
customarily charged by such 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 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 such L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi)
shall be conclusive absent manifest error. 
 (d) Repayment of Participations. 

(i) At any time after any L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender
such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest
thereon (whether directly from any Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Percentage thereof in the
same funds as those received by the Administrative Agent. 
 (ii) If any payment received by the Administrative Agent for the
account of any L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by such L/C Issuer in its
discretion), each Revolving Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Revolving Percentage 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 Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the satisfaction of the Termination Conditions. 

(e) Obligations Absolute. The obligation of the Borrowers to reimburse each L/C Issuer for each drawing under each Letter of Credit
issued by such L/C Issuer and to repay each L/C Borrowing 

  
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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 any 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), such L/C Issuer or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

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

(iv) waiver by such L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of
any Borrower or any waiver by such L/C Issuer which does not in fact materially prejudice the Borrowers; 
 (v) honor of a
demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; 

(vi) any payment made by such L/C Issuer in respect of an otherwise complying item presented after the date specified as the
expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable; 

(vii) any payment by such L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment made by such 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; 

(viii) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the
Borrowers or any Subsidiary or in the relevant currency markets generally; or 
 (ix) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company or any of its Subsidiaries. 

Each 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 such Borrower’s instructions or other irregularity, the Borrowers will immediately notify the applicable L/C Issuer. Each 

  
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Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given as aforesaid. 

(f) Role of L/C Issuer. Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable 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 such L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such 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 Lenders or the Required Revolving Lenders, 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. Each 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, that this assumption is not intended to, and shall not, preclude any Borrower from pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other agreement. None of such L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (ix) of Section 2.03(e); provided, that anything in such clauses to the contrary notwithstanding, any Borrower may have a claim against
such L/C Issuer, and such L/C Issuer may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by such L/C
Issuer’s willful misconduct, gross negligence or such 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 certificates strictly complying with the terms and
conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, such 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 such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial
Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. 

(g) Cash Collateral. Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request
under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C Obligations in an amount equal to 103% of such L/C Obligations or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Sections 2.04 and
9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.04 and Section 9.02(c), “Cash Collateralize” means to pledge and
deposit with or deliver to the Administrative Agent, for the benefit of any L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation reasonably satisfactory to the Administrative
Agent and such L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of such L/C Issuer and the Lenders, a
security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be 

  
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maintained in blocked, non-interest bearing deposit accounts at Bank of America. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right
or claim of any Person other than the Administrative Agent and Liens arising by operation of Law that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by
the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held
as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent
permitted under applicable Laws, to reimburse such L/C Issuer. 
 (h) Applicability of ISP and UCP. Unless otherwise expressly agreed
by the applicable L/C Issuer and the Borrowers when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the
rules of the UCP at the time of issuance shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrowers for, and no L/C Issuer’s rights and remedies against the Company shall
be impaired by, any action or inaction of any L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction
where any L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance
and Trade—International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. 

(i) Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender in accordance
with its Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Eurodollar Rate Loans with respect to the Revolving Facility times the Dollar
Equivalent of the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.06. Letter of Credit Fees shall be (A) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand and (B) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each standby Letter of
Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required
Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. 
 (j) Fronting Fee and
Documentary and Processing Charges Payable to L/C Issuer. The Borrowers shall pay directly to each L/C Issuer for its own account a fronting fee (i) with respect to each commercial Letter of Credit, at the rate per annum specified in the
applicable Fee Letter between the Company and such L/C Issuer, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears, (ii) with respect to any amendment of a
commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrowers and such L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness
of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the applicable Fee Letter between the Company and 

  
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such L/C Issuer, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and
payable on the last Business Day of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.06. In addition, the Borrowers shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of
such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. 

(k) 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. 
 (l) Letters of Credit Issued for Subsidiaries. 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, the Borrowers shall be obligated to reimburse each L/C Issuer hereunder for any and all drawings under such Letter of Credit. Each Borrower hereby
acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of such Borrower, and that such Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. 

(m) Additional L/C Issuers. From time to time, the Borrowers 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 Lender, designate such Revolving Lender (in addition to Bank of America) 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 L/C Issuer 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 the L/C Issuer hereunder. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit (including any Existing Letter
of Credit) to an advising bank with respect thereto or to the beneficiary thereof, each L/C Issuer (other than Bank of America) 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 dates as the Administrative Agent may request), each L/C Issuer shall provide the Administrative Agent a list of all Letters of Credit (including any Existing Letter of
Credit) issued by it that are outstanding at such time together with such other information as the Administrative Agent may reasonably request. 

2.04 Prepayments. 
 (a)
Optional. Subject to the last sentence of this Section 2.04(a), any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part
without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 9:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the
date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment


  
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and the Types of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Periods of such Loans. The Administrative Agent will promptly notify each Lender of its receipt
of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrower, such Borrower shall
make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with
any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.04(a) shall be applied (x) at the Borrowers’ discretion, to the Term A Facility,
each Incremental Term Facility, each Other Term Facility and/or each Extended Term Facility and (y) to the principal repayment installments thereof in forward order of maturity, and each such prepayment shall be paid to the Lenders in
accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a new financing
that would result in the repayment of all Obligations in connection therewith, the termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New
Financing”), such notice of prepayment may be revoked if such New Financing is not consummated. 
 (b) Mandatory. 

(i) Within ten Business Days after receipt by any Borrower or any Restricted Subsidiary of any Net Available Proceeds from any
Asset Sale or series of related Asset Sales permitted by Section 8.01(d), (f), (l), (m) or (n), the Borrowers shall either (1) prepay an aggregate principal amount of Loans or (2) commit to
prepay, redeem, purchase, defease or otherwise satisfy other term Indebtedness of the Borrowers to the extent permitted by Section 8.05 (and thereafter consummate such prepayment, redemption, purchase, defeasance or satisfaction within
an additional 45 days), or any combination of the foregoing in an aggregate amount equal to 100% of such Net Available Proceeds (with any prepayments of the Loans to be applied as set forth in clauses (iv) and (vi) below);
provided, that at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent within ten Business Days following the date of receipt of such Net Available Proceeds of such Asset Sale), the Company and its
Restricted Subsidiaries may reinvest all or any portion of such Net Available Proceeds in assets that are used or useful in the business of the Borrowers and the Restricted Subsidiaries (including by way of merger or Investment) (x) within
365 days following the date of receipt of such Net Available Proceeds of such Asset Sale or (y) if the Company and its Restricted Subsidiaries enter into a legally binding commitment to use such Net Available Proceeds before the expiration
of the 365-day period referred to in preceding clause (x), within 180 days after the end of such 365-day period; provided further, however, that any Net Available Proceeds not subject to such legally binding
commitment or so reinvested within such 365-day period (as such period may be extended as permitted above)(or, in either case, such earlier date, if any, as the Company or such Restricted Subsidiary determines not to reinvest the Net Available
Proceeds from such Asset Sale as set forth above) shall be immediately applied to the prepayment of the Loans or other term Indebtedness as set forth in this Section 2.04(b)(i). 

(ii) Within ten days after the receipt by any Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Debt
Issuance, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Available Proceeds (such prepayments to be applied as set forth in clauses (iv) and (vi) below). 

  
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 (iii) Within ten days after the receipt by any Borrower or any Restricted
Subsidiary of any Net Available Proceeds of any Casualty Event (other than Casualty Events in respect of assets or property that are not Collateral or where the Net Available Proceeds therefrom do not exceed $50,000,000), the Borrowers shall prepay
an aggregate principal amount of Loans equal to 100% of all Net Available Proceeds received therefrom (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, that, with respect to any
Net Available Proceeds realized with respect to any such Casualty Event, (A) at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent within 45 days following the date of receipt of such Net Available Proceeds
of such Casualty Event), the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Available Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Available Proceeds were paid
or in assets that are used or useful in the business of the Borrowers and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 365 days following the date of receipt of such Net Available Proceeds of such
Casualty Event or (y) if the Company or such Restricted Subsidiary enters into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (x), within
180 days after the end of such 365-day period; and provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be
extended as permitted above) (or, in either case, such earlier date, if any, as the Company or such Restricted Subsidiary determines not to reinvest such Net Available Proceeds as set forth above) shall be immediately applied to the prepayment of
the Loans as set forth in this Section 2.04(b)(iii)); and provided further, however, that with respect to any such replacement or restoration of property or assets constituting Collateral, the Company shall take all
actions specified in Section 6.09 in order that such property or asset shall constitute Collateral upon the acquisition or construction thereof and (B) if the Borrowers and the Restricted Subsidiaries are required to apply any such
Net Available Proceeds under the Master Lease to any other purpose, such Net Available Proceeds may be applied to such purpose in lieu of making the prepayment of the Loans required by this Section 2.04(b)(iii); provided
however, that any Net Available Proceeds not subject to any such requirements under the Master Leases, or that are subsequently released from such use, shall be immediately applied as set forth in this Section 2.04(b)(iii). 

(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied to the
principal repayment installations of the applicable Term Facility on a pro rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of such applicable Term Facility. 

(v) If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrowers
shall immediately prepay Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to 103% of such excess or otherwise in an amount and/or in a manner reasonably
acceptable to the applicable L/C Issuer. 
 (vi) Prepayments of the Revolving Facility made pursuant to this
Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C
Obligations; and, in the case of prepayments of the Revolving Facility required pursuant to clause (i), (ii), or (iii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of
all L/C Borrowings and Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash 

  
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collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrowers for use in the ordinary course of their business.
Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the applicable L/C
Issuer or the Revolving Lenders, as applicable. 
 (c) If the terms of any agreement, instrument or indenture pursuant to which any
Indebtedness (other than the Obligations) pari passu with or junior in right of payment to the Loans is outstanding (or pursuant to which such Indebtedness is guaranteed) require prepayment of such Indebtedness out of the Net Available
Proceeds of any Asset Sale unless such Net Available Proceeds are used to prepay other Indebtedness, then, to the extent not otherwise required by this Section 2.04(c), if the Borrowers and the Restricted Subsidiaries shall not have
reinvested the Net Available Proceeds thereof as permitted by Section 2.04(b)(i) within the time frame permitted thereby (but prior to the date required to be applied to such Indebtedness), the Loans shall be repaid in an amount not less
than the minimum amount that would be required to be prepaid not later than the latest time as and upon such terms so that such other Indebtedness will not be required to be prepaid pursuant to the terms of the agreement, indenture or instrument or
guarantee governing such other Indebtedness. 
 (d) Right to Decline Proceeds. Company shall deliver to the Administrative Agent (who
will notify each Lender) notice of each prepayment required under Section 2.04(b) not less than three Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such
notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Loan (or portion thereof) to be prepaid and (iii) the Type of each Loan being prepaid. Company shall deliver to the Administrative Agent, at
the time of each prepayment required under Section 2.04(b) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment. Administrative Agent will promptly notify each
Lender holding Term Loans of the contents of Company’s repayment notice and of such Lender’s pro rata share of any repayment. Each such Lender may reject all or a portion of its pro rata share of any mandatory repayment of
Term Loans required to be made pursuant to Section 2.04(b) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and
Company no later than 5:00 p.m. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from Administrative Agent regarding such repayment. Each Rejection Notice shall specify the principal amount of the
mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of
the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by
the Company. 
 2.05 Termination or Reduction of Commitments. 

(a) Optional. The Company may, upon notice to the Administrative Agent, terminate the Revolving Facility or the Letter of Credit
Sublimit, or from time to time permanently reduce the Revolving Facility or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 9:00 a.m. 3 Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Company shall not terminate or reduce (A) the Revolving Facility if,
after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, or (B) the Letter of Credit Sublimit if, after giving 

  
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effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized (in an amount equal to 103% of such Outstanding Amount or otherwise in an amount and/or in a manner
reasonably acceptable to the applicable L/C Issuer) thereunder would exceed the Letter of Credit Sublimit. Notwithstanding the foregoing, if such notice of reduction indicates that such reduction is to be funded with the proceeds of a New Financing,
such notice of reduction may be revoked if such New Financing is not consummated. 
 (b) Mandatory. 

(i) The aggregate Term A Commitments shall be automatically and permanently reduced to zero after giving effect to the Term A
Loans (if any) on the Closing Date. 
 (ii) [Reserved]. 

(iii) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.05, the
Letter of Credit Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. 

(iv) After any Incremental Term Loans, Other Term Loans or Extended Term Loans are made, the relevant portion of any
Incremental Term Commitments or Other Term Commitments shall be automatically and permanently reduced to zero. 
 (v) With
respect to any Other Revolving Facility or Extended Revolving Facility, as provided in the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment. 

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination
or reduction of the Letter of Credit Sublimit or the Revolving Commitment under this Section 2.05. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s
Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination. 

2.06 Repayment of Loans. 

(a) Term A Loans. The Borrowers shall repay to the Term A Lenders on the last Business Day of each calendar quarter from and after
March 31, 2017, an amount equal to 1.25% of the aggregate principal amount of the Term A Loans outstanding as of the Closing Date; provided, that (i) such principal repayment installments shall be reduced as a result of the
application of prepayments in accordance with the order of priority set forth in Section 2.04 and (ii) the final principal repayment installment of the Term A Loans shall be repaid on the Maturity Date for the Term A Facility and in
any event shall be in an amount equal to the aggregate principal amount of all Term A Loans outstanding on such date. 
 (b) [Reserved]. 

(c) Revolving Loans. The Borrowers shall repay to the Revolving Lenders on the Maturity Date for the Revolving Facility the aggregate
principal amount of all Revolving Loans outstanding on such date. 

  
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 (d) Incremental Term Loans; Extended Term Loans; Other Term Loans. Incremental Term Loans
shall mature in installments as specified in the related Incremental Joinder Agreement pursuant to which such Incremental Term Loans were made, subject, however, to Section 2.13(b); provided that each of the parties hereto
hereby agrees that upon the implementation of any Incremental Term Loan Increase, the Administrative Agent may, in consultation with the Borrowers, adjust the amortization applicable to then outstanding Term Loans in order to achieve fungibility
between the then outstanding Term Loans and the Incremental Term Loan Increase. Extended Term Loans shall mature in installments as specified in the applicable Extension Amendment pursuant to which such Extended Term Loans were established, subject,
however, to Section 2.15(a). Other Term Loans shall mature in installments as specified in the related Refinancing Amendment pursuant to which such Other Term Loans were made, subject, however, to Section 2.14(a). 

(e) Extended Revolving Loans; Other Revolving Loans. The Borrowers shall repay to the Extending Lenders and the Other Revolving Lenders,
as applicable, the aggregate principal amount of all Extended Revolving Loans and Other Revolving Loans, respectively, outstanding on the Maturity Date for such Extended Revolving Facility and such Other Revolving Facility, as specified in the
applicable Incremental Joinder Agreement, Extension Amendment or Refinancing Amendment. 
 2.07 Interest. 

(a) Subject to the provisions of Section 2.07(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility; and (ii) each Base Rate Loan under a Facility shall bear
interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility. 

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(ii) If any amount (other than principal of any Loan) payable by any Borrower under any Loan Document is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all
times equal to the Default Rate to the fullest extent permitted by applicable Laws. 
 (iii) Upon the request of the Required
Lenders, while any Event of Default (other than as set forth in clauses (b)(i) and (b)(ii) above) exists, the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no amount shall accrue or be payable pursuant to this Section 2.07(b)(iii) to a Defaulting Lender so long as such Lender shall
be a Defaulting Lender. 
 (iv) Accrued and unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand. 

  
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 (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any
Debtor Relief Law. 
 2.08 Fees. In addition to certain fees described in Sections 2.03(i) and (j): 

(a) Commitment Fee. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its
Applicable Revolving Percentage, a commitment fee equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding
Amount of L/C Obligations. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility. The commitment fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such
Applicable Fee Rate was in effect. 
 (b) Other Fees. The Company shall pay to the Arrangers and the Administrative Agent for their
own respective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

2.09 Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of
America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one day. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 
 2.10
Evidence of Debt. 
 (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by
such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by
the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s
Loans in addition to such 

  
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accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 

(b) In addition to the accounts and records referred to in Section 2.10(a), each Lender and the Administrative Agent shall maintain
in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent
and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 

2.11 Payments Generally; Administrative Agent’s Clawback. 

(a) General. All payments to be made by each Borrower shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein, all payments by each Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 12:00 p.m. (noon) on the date specified herein. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative
Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant
Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received (i) by the Administrative Agent after 12:00 p.m. (noon), in the case
of payments in Dollars, or (ii) by the Administrative Agent or the applicable L/C Issuer after the Applicable Time in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be
reflected on computing interest or fees, as the case may be. 
 (b) (i) Funding by Lenders; Presumption by Administrative Agent.
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 10:00 a.m. 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 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make
available to the Borrowers 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 (severally) and each Borrower (jointly and
severally with the other Borrower but severally and not jointly with the applicable Lender) agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day
from and including the date such amount is made available to such 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 greater of the Federal Funds Rate and a
rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, 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 such Borrower, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative 

  
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Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers 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 any Borrower shall be without prejudice to any claim such Borrower may
have against a Lender that shall have failed to make such payment to the Administrative Agent. 
 (ii) Payments by
Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from any Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or any L/C
Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate
Lenders or such L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Appropriate Lenders or such L/C Issuer, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this clause (b) shall be
conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative
Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to any Borrower by the Administrative Agent because the conditions to the applicable
Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

 (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund
participations in Letters of Credit and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under
Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to
purchase its participation or to make its payment under Section 11.04(c). 
 (e) Funding Source. Nothing herein shall be
deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all
amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, 

  
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ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties. 

2.12 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of (a) Obligations in respect of any the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount
of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments
on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities
owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such
Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in
respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify
the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the
case may be, provided that: 
 (i) If any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

(ii) the provisions of this Section 2.12 shall not be construed to apply to (A) any payment made by any
Borrower pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C
Obligations to any assignee or participant, other than to any Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.12 shall apply except in connection with open market purchases permitted pursuant to clause
(ii) of the first proviso in Section 11.06(b)(v)). 
 Each 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 such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of such Borrower in the amount of such participation. 
 2.13 Incremental Facilities. 

(a) Borrower Request. The Borrowers may, at any time or from time to time on one or more occasions, by written notice to the
Administrative Agent, request: 

  
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 (i) the establishment of one or more Term A Loans with terms and conditions
substantially identical to the terms and conditions of existing Term A Loans hereunder (“Incremental Term A Loans”) or increases to the aggregate principal amount of the existing Term A Facility (“Incremental Term Loan
Increase”); 
 (ii) the establishment of one or more Classes of term B loans (“Incremental Term B
Loans” and, together with any Incremental Term A Loans and any Incremental Term Loan Increase, the “Incremental Term Loans” and the related commitments for such Incremental Term Loans, the “Incremental Term
Commitments”); and/or 
 (iii) one or more increases in the amount of the Revolving Commitments of any Class (each
such increase, an “Incremental Revolving Increase” and, together with any Incremental Term Facility, the “Incremental Facilities”, and any Loans thereunder, the “Incremental Loans”); 

provided, that the aggregate principal amount of the Incremental Facilities that can be incurred at any time shall not exceed the Incremental Amount at
such time. Each such notice shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrowers propose any portion of such Incremental Facilities be allocated and the amounts of such allocations; provided, that
(A) any existing Lender approached to provide all or a portion of the Incremental Facilities may elect or decline, in its sole discretion, to provide all or any portion of such Incremental Facilities offered to it and (B) any Eligible
Assignee that is not an existing Lender which agrees to make available an Incremental Facility shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) (each Incremental Lender or existing Lender which
agrees to make available an Incremental Facility shall be referred to as an “Incremental Lender”). 
 (b) Incremental
Effective Date. Commitments in respect of any Incremental Facility shall become Commitments (or in the case of an Incremental Revolving Increase to be provided by an existing Lender with a Revolving Commitment, an increase in such Lender’s
applicable Revolving Commitment) under this Agreement pursuant to a joinder agreement to this Agreement (the “Incremental Joinder Agreement”) and, as appropriate, the other Loan Documents, executed by the Borrowers, the
Administrative Agent and each Incremental Lender making or providing such Commitment, reasonably satisfactory to each of them (including, without limitation, such technical amendments as may be necessary or advisable, in the reasonable opinion of
the Administrative Agent and the Borrowers, to give effect to the terms and provisions of any Incremental Facilities (and any Loans made in respect thereof)), subject, however, to the satisfaction of the conditions precedent set forth in this
Section 2.13. The Incremental Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the
Administrative Agent and the Borrowers, to effect the provisions of this Section 2.13 (including in connection with an Incremental Revolving Increase, to reallocate the Outstanding Amount of Revolving Loans and L/C Obligations on a pro
rata basis among the relevant Revolving Lenders). If the Incremental Facilities are provided in accordance with this Section 2.13, the Borrowers shall determine the effective date (each, an “Incremental Effective Date”)
and the final allocation of such Incremental Facilities. The effectiveness of any Incremental Joinder Agreement and the occurrence of any credit event pursuant to such Incremental Joinder Agreement shall be subject to the satisfaction of the
following conditions precedent: 
 (i) the conditions set forth in Section 4.02(a) and (b) shall be
satisfied with respect to the Borrowing of the applicable Incremental Term Loans; 

  
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 (ii) all fees required to be paid in connection therewith at the time of such
effectiveness shall have been paid; 
 (iii) the Borrowers shall deliver or cause to be delivered any legal opinions
reasonably requested by the Administrative Agent relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date with respect to such Guarantor reasonably in connection with any such
Incremental Facility; 
 (iv) an Incremental Joinder Agreement shall have been duly executed and delivered by the Borrowers,
the Administrative Agent and each applicable Incremental Lender making or providing such Incremental Facility; and 
 (v) the
Loan Parties shall have provided any additional Collateral required to be provided pursuant to clause (e) below. 

Notwithstanding the foregoing, no Incremental Facility shall become effective under this Section 2.13 unless on the date of such
effectiveness, (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) the Incremental Facilities and the Loans thereunder are secured by the Collateral, and (iii) the incurrence of such Loans will not
require the granting of Liens on the Collateral or any other material property of the Loan Parties to the holder of any Material Indebtedness (including pursuant to the equal and ratable lien requirements in certain of the Company’s existing
senior unsecured notes). 
 Upon the effectiveness of any Incremental Facility pursuant to this Section 2.13, any Incremental
Lender that was not a Lender hereunder at such time shall become a Lender hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of any Incremental Facility, and (i) any Incremental Loans (to the extent
funded) shall be deemed to be Loans hereunder and (ii) any Incremental Revolving Increase shall be deemed to be Revolving Commitments hereunder. Notwithstanding anything to the contrary contained herein, the Borrowers and the Administrative
Agent may (and the Administrative Agent is authorized by each Lender to) execute such amendments and/or amendments and restatements of any Loan Documents as may be necessary or advisable to effectuate the provisions of this Section 2.13.

 Each of the parties hereto hereby agrees that, unless any Incremental Term Loans constitutes a separate Class of Term Loans
hereunder, the Administrative Agent may, in consultation with the Borrowers, take any and all administrative action as may be reasonably necessary to ensure that all such Incremental Term Loans, when originally made, are “Term Loans” for
all purposes under the Loan Documents and are included in each borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by allocating a portion of each such Incremental
Term Loans to each outstanding Eurodollar Rate Loan of the same Class on a pro rata basis, even though as a result thereof such Incremental Term Loans may effectively have a shorter Interest Period than the Term Loans included in the Class of
Loans of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). If any such Incremental Term Loan is to be allocated to an existing Interest Period for a Eurodollar Rate
Loan, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable documents with respect to such Incremental Term Loans. 

  
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 Notwithstanding anything to the contrary in this Section 2.13 or in any other
provisions of any Loan Document, if the proceeds of any Incremental Term B Loans are intended to be applied to finance an acquisition and the Lenders or additional Lender providing such Incremental Term B Loans so agree, the availability thereof may
be subject to customary “SunGard” or “certain funds” conditionality; provided that in any event such Incremental Term B Facility shall be subject to no Default or Event of Default under Sections 9.01(a) or (i). 

(c) Terms of Incremental Facilities. The terms and provisions of the Incremental Facilities and the Loans made pursuant thereto shall be
as follows: 
 (i) the terms and provisions of Incremental Term A Loans (other than yield) shall be substantially identical
to the existing Term A Loans, with appropriate adjustments to the amortization schedule set forth in Section 2.06(a) to address such Incremental Loans, or otherwise reasonably acceptable to the Administrative Agent (other than any terms
which are applicable only after the then-existing maturity date with respect to the existing Term A Loans subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)); 

(ii) the terms and provisions of any Incremental Term B Loans shall be as set forth in this Agreement or as otherwise
determined by the Borrowers and Lenders under such Tranche of Incremental Term B Loans and set forth in the related Incremental Joinder Agreement and reasonably satisfactory to the Administrative Agent (such consent not to be unreasonably withheld,
conditioned or delayed); 
 (iii) the Weighted Average Life to Maturity of any Incremental Facility shall be no shorter than
the Weighted Average Life to Maturity of the applicable Term Facility at the time of the closing of such Incremental Facility; and 

(iv) the maturity date of any Incremental Facility shall not be earlier than the Final Maturity Date of the Term Facility or
the Revolving Facility, as applicable; 
 (v) the yield applicable to the Incremental Term Loans shall be determined by the
Borrowers and the applicable Lenders and shall be set forth in each applicable Incremental Joinder Agreement. 
 (d) Equal and Ratable
Benefit. The Loans and Commitments established pursuant to this Section 2.13 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall,
without limiting the foregoing, benefit equally and ratably from the Guaranty and the security interests created by the Collateral Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or
demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any Incremental Facility or the funding of Loans thereunder. 

(e) Additional Collateral. If the aggregate principal amount of Indebtedness outstanding under this Agreement would exceed
$3,000,000,000 after giving effect to the incurrence of any Incremental Facility, one or more Loan Parties shall grant to the Secured Parties additional Collateral to be mutually agreed by the Borrowers and the Administrative Agent such that, after
giving pro forma effect to the incurrence of such Incremental Facility (without netting any cash proceeds from the incurrence of 

  
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Indebtedness under such Incremental Facility and assuming the entire amount of any Incremental Revolving Increase is fully drawn), the provision of such additional Collateral and, solely in the
case of clause (ii) below, consummation of the subject acquisition, either (i) the Collateral Coverage Ratio is at least 1.67 to 1.00 or (ii) if such Incremental Facility is incurred for the primary purpose of financing an
acquisition, the Collateral Coverage Ratio is equal to or greater than the Collateral Coverage Ratio in effect immediately prior to such incurrence of Indebtedness and consummation of such acquisition. 

(f) Conflicting Provisions. This Section shall supersede any provisions in Section 2.12 or Section 11.01 to the
contrary. 
 2.14 Refinancing Amendments. 

(a) At any time after the Closing Date, the Borrowers may obtain Credit Agreement Refinancing Indebtedness in respect of all or any portion of
the Term Loans and the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans, Incremental Term
Loans, Other Revolving Loans, Extended Term Loans and Extended Revolving Loans), in the form of Other Term Loans, Other Term Commitments, Other Revolving Loans or Other Revolving Commitments pursuant to a Refinancing Amendment; provided that,
notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related
outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of
Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) the permanent repayment of Revolving Loans with
respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrowers shall be permitted to
permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other Revolving
Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction
on the date thereof of each of the conditions set forth in Section 4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions reasonably requested by the Administrative
Agent relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date. No Lender shall have any obligation to participate in any Refinancing Amendment. Each issuance of Credit Agreement
Refinancing Indebtedness under this Section 2.14(a) shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. 

(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties
hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing
Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Term Commitments and Other Revolving Commitments, as applicable). Any
Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary 

  
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or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.14. 

(c) This Section shall supersede any provisions in Section 2.12, Section 11.01 or Section 11.08 to the
contrary. 
 2.15 Extensions of Loans and Commitments. 

(a) The Borrowers may, at any time request that all or a portion of the Term Loans of any Tranche (an “Existing Term Loan
Tranche”) be modified to constitute another Tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for
other terms consistent with this Section 2.15. In order to establish any Extended Term Loans, the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the
applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the
Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the yield with respect to the Extended
Term Loans may be higher or lower than the yield for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased yield
contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended 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 optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Extension Amendment, (iv) the amortization schedule set forth in
Section 2.06 or the applicable Incremental Joinder Agreement or Refinancing Amendment applicable to such Existing Term Loan Tranche shall be adjusted to reflect the scheduled final maturity date of the Extended Term Loans and the
amortization schedule (including the principal amounts payable pursuant thereto) in respect of such Extended Term Loans set forth in the applicable Extension Amendment; provided, that the Weighted Average Life to Maturity of such
Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Term Loans of such Existing Term Loan Tranche and (v) the financial covenants set forth in Section 8.12 may be modified in a manner acceptable
to the Borrowers, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Term Loan Tranche in effect immediately
prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in
Section 2.12 or Section 11.08). Each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.04(a)
and 2.04(b)(iv) applicable to Term Loans) and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and the Liens created by the Collateral Documents. No Lender shall have any
obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate
Tranche of Term Loans from the Existing Term Loan Tranche from which they were modified. 
 (b) The Borrowers may, at any time request that
all or a portion of the Revolving Commitments of any Tranche (an “Existing Revolving Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute another Tranche of
Revolving Commitments in 

  
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order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans,
“Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative
Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be
established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) the scheduled termination date of the Extended Revolving Commitments
and the related scheduled maturity date of the related Extended Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the yield with respect to the Extended Revolving Loans may be higher or
lower than the yield for the Revolving Loans of such Existing Revolving Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any increased yield contemplated
by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) the Applicable Fee Rate with respect to the Extended Revolving Commitments may be higher or lower than the Applicable Fee
Rate for the Revolving Commitments of such Existing Revolving Tranche and (iv) the financial covenants set forth in Section 8.12 may be modified in a manner acceptable to the Borrowers, the Administrative Agent and the Lenders party
to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Revolving Tranche in effect immediately prior to giving effect to such Extension Amendment (it being
understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.12 or
Section 11.08). Each Lender holding Extended Revolving Commitments shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.04(a) and
2.04(b)(iv) applicable to Existing Revolving Loans) and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and security interests created by the Collateral Documents. No
Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Tranche modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving
Commitments of any Extension Series shall constitute a separate Tranche and Class of Revolving Commitments from the Existing Revolving Tranche from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender
are outstanding under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related
participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Tranche. In addition, if so provided in the relevant Extension Amendment
and with the consent of the applicable L/C Issuer, participations in Letters of Credit expiring on or after the Final Maturity Date for any Revolving Loans then in effect shall be re-allocated from Lenders of the Existing Revolving Tranche to
Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension Amendment; provided, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments,
be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. 

(c) Borrowers shall provide the applicable Extension Request at least five Business Days prior to the date on which Lenders under the existing
Tranche are requested to respond. Any Lender wishing to have all or a portion of its Term Loans or Revolving Commitments of the existing Tranche subject to such Extension Request modified to constitute Extended Loans/Commitments (an
“Extending 

  
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Lender”) shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans
or Revolving Commitments of the existing Tranche which it has elected to modify to constitute Extended Loans/Commitments. In the event that the aggregate amount of Term Loans or Revolving Commitments of the existing Tranche subject to Extension
Elections exceeds the amount of Extended Loans/Commitments requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to such Extension Elections shall be modified to constitute Extended Loans/Commitments on a pro
rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension Elections. The Borrowers shall have the right to withdraw any Extension Request upon written notice to the Administrative Agent in the event that
the aggregate amount of Term Loans or Revolving Commitments of the existing Tranche subject to such Extension Request is less than the amount of Extended Loans/Commitments requested pursuant to such Extension Request. 

(d) Extended Loans/Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement.
Each Extension Amendment shall be executed by the Borrowers, the Administrative Agent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than the Extending Lenders with
respect to the Extended Loans/Commitments established thereby). An Extension Amendment may, subject to Sections 2.15(a) and (b), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or advisable, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.15 (including, without limitation, such technical amendments as may be
necessary or advisable, in the reasonable opinion of the Administrative Agent and the Borrowers, to give effect to the terms and provisions of any Extended Loans/Commitments); provided that each Lender whose Loans or Commitments are affected
by such Extension Amendment shall have approved such Extension Amendment. 
 (e) This Section shall supersede any provisions in
Section 2.12 or Section 11.01 to the contrary. 
 2.16 Reverse Dutch Auction Repurchases. 

(a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the applicable Borrowers may, at any time
and from time to time after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans with respect to any Term Facility (each, an “Auction”), each such Auction to be managed exclusively by an investment bank
of recognized standing selected by the Borrowers following consultation with the Administrative Agent in such capacity (the “Auction Manager”), so long as the following conditions are satisfied: 

(i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this
Section 2.16 and Schedule 2.16; 
 (ii) no Event of Default shall have occurred and be continuing on
the date of the delivery of each auction notice and at the time of purchase of any Term Loans in connection with any Auction; 

(iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that the Borrowers offer to
purchase in any such Auction shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative Agent) and the offered purchase price shall be at a discount to par; 

  
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 (iv) the aggregate principal amount (calculated on the face amount thereof) of
all Term Loans so purchased by the Borrowers shall automatically be cancelled and retired by the Borrowers on the settlement date of the relevant purchase (and may not be resold); 

(v) each Auction shall be open and offered to all Lenders of the relevant Term Facility on a pro rata basis and shall be
revocable and/or conditional at any Borrower’s option; and 
 (vi) at the time of each purchase of Term Loans through an
Auction, the Borrowers shall have delivered to the Auction Manager and the Administrative Agent an Officer’s Certificate certifying compliance with preceding clause (ii); 

provided that purchases of Term Loans pursuant to this Section 2.16(a) may not be funded with the proceeds of Revolving Loans. 

(b) With respect to all purchases of Term Loans made by the Borrowers pursuant to this Section 2.16, (x) the applicable
Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to, but not including (if paid
prior to 12:00 p.m. (noon) the settlement date of such purchase and (y) such purchases (and the payments made by the applicable Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not
constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Sections 2.04(a), 2.04(b), 2.12 and 11.03) (although the par principal amount of Term Loans of the respective
Tranche so purchased pursuant to this Section 2.16 shall be applied to reduce the remaining scheduled amortization payments with respect to such Term Facility of the applicable Lenders being repaid on a pro rata basis). 

(c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this
Section 2.16 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.04(a),
2.04(b), 2.12 and 11.03 (it being understood and acknowledged that purchases of the Term Loans by the Borrowers contemplated by this Section 2.16 shall not constitute Investments by the Borrowers)) or any other Loan
Document that may otherwise prohibit or conflict with any Auction or any other transaction contemplated by this Section 2.16 or result in an Event of Default as a result of the Auction or purchase of Term Loans pursuant to this
Section 2.16. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article X and Section 11.04 mutatis mutandis as if each reference therein to
the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities
and duties in connection with each Auction. 
 2.17 Additional Borrowers. Upon 30 days’ prior notice to the Administrative
Agent (or such shorter period of time to which the Administrative Agent may agree), and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a
Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving
Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Revolving Loan to the proposed additional Borrower might reasonably be expected to subject such Lender to adverse tax consequences, (iv) such Lender is
required or has 

  
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determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is
restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate
one or more Guarantors to be additional joint and several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any
Lender) executed by the designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution of such Guarantor’s board of directors
or other governing body authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably
requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date and (f) such documentation and other evidence as is
reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar
checks under the USA PATRIOT Act and under similar regulations and is not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional Borrowers designated pursuant to this Section 2.17 may be
limited as to amount as directed by the Company. The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such of the foregoing as any Lender may request and the designated Guarantor shall become a Borrower
hereunder. 
 2.18 Defaulting Lenders. 

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

(i) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section
9.03 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on
a pro rata basis of any amounts owing by such Defaulting Lender to L/C Issuer hereunder; third, to Cash Collateralize L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.18(d);
fourth, as any Borrower may request (so long as no Default or Event of Default shall have occurred and be continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by
this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and a Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this
Agreement, in accordance with Section 2.18(d); sixth, to the payment of any amounts owing to the Lenders or L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or L/C Issuer against such
Defaulting Lender as a result of such Defaulting Lender’s breach 

  
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of its obligations under this Agreement; seventh, so long as no Default or Event of Default shall have occurred and be continuing, to the payment of any amounts owing to a Borrower as a
result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting
Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement obligations with respect to Letters of Credit in respect of which
such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied and waived, such
payment shall be applied solely to pay the Loans of, and reimbursement obligations with respect to Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or
reimbursement obligations with respect to Letters of Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit are held by the Lenders pro rata in accordance with the
applicable Commitments without giving effect to Section 2.18(a)(iii). 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 2.18(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(ii) Certain Fees. 

(A) No Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.08(a) for any period during
which that Lender is a Defaulting Lender (and no Borrower shall be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender); provided such Defaulting Lender shall be entitled to receive
fees pursuant to Section 2.08 for any period during which that Lender is a Defaulting Lender only to extent allocable to its pro rata portion of the stated amount of Letters of Credit for which it has provided Cash Collateral
pursuant to Section 2.18(d). 
 (B) With respect to any fees not required to be paid to any Defaulting Lender
pursuant to clause (A) above, the Borrowers 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 have been reallocated to such Non-Defaulting Lender pursuant to clause (iii) below, (y) pay to L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to L/C
Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. 

(iii) 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 in accordance with their respective pro rata portion of the L/C Obligations but only to the extent that (x) the conditions set forth in Section
4.02 are satisfied at the time of such reallocation (and, unless a Borrower shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed 

  
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to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Total Revolving Outstandings of any Non-Defaulting
Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 11.23, 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. 

(A) Cash Collateral. If the reallocation described in clause (iii) above cannot, or can only partially, be
effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.18(d). 

(b) Defaulting Lender Cure. If the Borrowers, the Administrative Agent and each L/C Issuer agrees in writing that a Lender is no longer
a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash
Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and
unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving effect to Section 2.18(a)(iii), whereupon such Lender will cease to be a Defaulting
Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers 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 having been a Defaulting Lender. 

(c) New Letters of Credit. So long as any Lender is a Defaulting Lender, the L/C Issuer shall not be required to issue, extend, renew or
increase any Letter of Credit unless it is satisfied that the participations in any Existing Letters of Credit as well as the new, extended, renewed or increased Letter of Credit have been or will be fully allocated among the Non-Defaulting Lenders
in a manner consistent with clause (a)(iii) above and such Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s participation has been or will be fully Cash Collateralized in accordance with
Section 2.18(d). 
 (d) Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day
following the written request of the Administrative Agent or L/C Issuer (with a copy to the Administrative Agent) the Borrowers shall Cash Collateralize L/C Issuer’s Fronting Exposure in an amount equal to 103% of such Fronting Exposure or
otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer with respect to such Defaulting Lender (determined after giving effect to Section 2.18(a)(iii) and any Cash Collateral provided by such
Defaulting Lender). 
 (i) Grant of Security Interest. The Borrowers, and to the extent provided by any Defaulting
Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of L/C Issuer, and agree to maintain, a First Priority Lien in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund
participations in respect of Letters of Credit, to be applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that 

  
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Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and L/C Issuer as herein provided, the Borrowers will, promptly upon demand by the
Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). 

(ii) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under
this Section 2.18 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to Cash Collateral provided by a
Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. 

(iii) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce L/C
Issuer’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.18 following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting
Lender status of the applicable Lender) or (y) the determination by the Administrative Agent and L/C Issuer that there exists excess Cash Collateral; provided that, subject to the other provisions of this Section 2.18, the
Person providing Cash Collateral and L/C Issuer may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; provided further that to the extent that such Cash Collateral was
provided by the Borrowers, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents. 

ARTICLE III 
 TAXES, YIELD
PROTECTION AND ILLEGALITY 
 3.01 Taxes. 

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. 

(i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall to the extent
permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. 
 (ii) If any
Borrower, the Administrative Agent or any other applicable withholding agent shall be required by applicable Laws to withhold or deduct any Taxes, including United States Federal backup withholding and withholding Taxes, from any payment, then
(A) the applicable withholding agent shall withhold or make such deductions as are determined by the applicable withholding agent to be required in accordance with such Laws, (B) the applicable withholding agent shall timely pay the full
amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party
shall be increased as necessary so that after any required withholding or required deductions have been made (including deductions applicable to additional sums payable under this Section 3.01) the Lender (or, in the case of payments
made 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 deduction been made. 

  
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 (b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of
clause (a) above, each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law. 

(c) Tax Indemnifications. (i) Without limiting the provisions of clause (a) or (b) above, the Borrowers
shall, jointly and severally, indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section 3.01) payable by the Administrative Agent or such Lender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount and basis of calculation of any such payment or liability delivered to the Borrowers by a Lender (with a copy to
the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 

(ii) Without limiting the provisions of clause (a), (b) or (c)(i) above, each Lender shall, and does hereby,
indemnify the Borrowers, and shall make payment in respect thereof within 30 days after demand therefor, against any Excluded Taxes attributable to such Lender. A certificate as to the amount and basis of any such Excluded Taxes delivered to
such Lender by a Borrower shall be conclusive absent manifest error. 
 (d) Evidence of Payments. Promptly after any payment of Taxes
by any Loan Party to a Governmental Authority as provided in this Section 3.01, the Borrowers 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 any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrowers or the Administrative Agent, as the case may be. 

(e) Status of Lenders; Tax Documentation. 

(i) Each Lender shall deliver to the Borrowers and to the Administrative Agent, at the time or times reasonably requested by
the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the
Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the
required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Borrower pursuant to this Agreement
or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction. 
 (ii)
Without limiting the generality of the foregoing, 
 (A) any Lender that is a “United States Person” within the
meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such
Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and 

  
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 (B) each Foreign Lender that is entitled under the Code or any applicable treaty
to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers 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 request of such Borrower or the Administrative Agent), two copies of whichever of the following is applicable: 

(I) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an
income tax treaty to which the United States is a party, 
 (II) executed originals of IRS Form W-8ECI, 

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c)
of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a
“10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and that no interest
payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or
IRS Form W-8BENE, as applicable, 
 (IV) to the extent a Foreign Lender is not the beneficial owner, executed originals of
IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from
each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such
Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of such direct and indirect partners, or 

(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in
United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made. 

(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any
respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. 

(f) Treatment of Certain Refunds. If the Administrative Agent or any Lender determines, in its reasonable discretion, that it has
received a refund (whether received in cash or applied as an offset against other cash Taxes) of any Indemnified Taxes as to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrowers an
amount equal to such refund (but 

  
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only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Indemnified Taxes giving rise to such
refund), net of all out-of-pocket expenses (including any Taxes) incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund), provided that the Borrowers, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to
the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This clause (f) 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 that it deems confidential) to any Borrower or any other Person. 

(g) FATCA. If a payment made to any 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 necessary for an exemption from withholding under such provisions (including those contained in Sections 1471(b) or Section 1472(b) of the Code, as
applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by Law, and at such time or times reasonably requested by the Borrowers or the Administrative Agent, such documentation prescribed
by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and any such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the
Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of
this clause (g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 (h) FATCA
Grandfathering. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Borrowers and
the Administrative Agent to treat) this Agreement and any Loans made hereunder (including any outstanding Loans) as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

 (i) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the satisfaction of the Termination Conditions. 
 (j) Each Lender
hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 3.01. 

(k) Lender. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 3.01, include any
L/C Issuer. 
 3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has
asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate,
or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers through the
Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to 

  
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convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on
which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference
to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the
Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall,
if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates
based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised
in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so
prepaid or converted. 
 3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with
any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar
Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or
(c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the
Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the
Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such
notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein. 
 3.04 Increased Costs; Reserves on Eurodollar Rate Loans. 

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

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; 

(ii) subject any Lender or any L/C Issuer to any Tax of any kind whatsoever with respect to this Agreement, any Letter of
Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or such 

  
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L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and Excluded Taxes); or 

(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this
Agreement or Eurodollar Rate 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, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or
to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum
received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrowers will pay to such Lender or such L/C Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided that (x) the Borrowers shall not be treated less favorably
with respect to such amounts than how other similarly situated borrowers of such Lender or L/C Issuer are generally treated (it being understood that this provision shall not be construed to obligate any Lender or L/C Issuer to make available any
information that, in its sole discretion, it deems confidential), (y) the Borrowers shall not be liable for such compensation if the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto and (z) such
circumstances in the case of requests for reimbursement under clause (iii) above resulting from a market disruption are not generally affecting the banking market, or the applicable request has not been made by Lenders constituting Required
Lenders. 
 (b) Capital Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such
L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or
such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender 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 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 adequacy), then from time to time the Borrowers will pay to
such Lender or such L/C Issuer, as the case may be, 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; provided
that (x) the Borrowers shall not be treated less favorably with respect to such amounts than how other similarly situated borrowers of such Lender or L/C Issuer are generally treated (it being understood that this provision shall not be
construed to obligate any Lender or L/C Issuer to make available any information that, in its sole discretion, it deems confidential) and (y) the Borrowers shall not be liable for such compensation if the relevant Change in Law occurs on a date
prior to the date such Lender becomes a party hereto. 
 (c) Certificates for Reimbursement. A certificate of a Lender or any L/C
Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 3.04 and delivered to
the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof. 

  
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 (d) Delay in Requests. Failure or delay on the part of any Lender or any L/C Issuer to
demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not
be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such L/C
Issuer, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 

(e) Reserves on Eurodollar Rate Loans. The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain
reserves with respect to liabilities or assets consisting of or including eurodollar funds or deposits (currently known as “eurodollar liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to
the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan,
provided the Borrowers shall have received at least 30 days’ prior written notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 30 days prior to the
relevant Interest Payment Date, such additional interest shall be due and payable 30 days from receipt of such notice. 
 3.05
Compensation for Losses. Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any actual loss, cost or
expense incurred by it as a result of: 
 (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on
a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

(b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; 
 (c) any failure by any Borrower to make payment
of any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or 

(d) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any
Borrower pursuant to Section 11.13; 
 including any loss or expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender as specified in this
Section 3.05 and delivered to the Borrowers shall be conclusive absent manifest error. 
 3.06 Mitigation Obligations;
Replacement of Lenders. 

  
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 (a) Designation of a Different Lending Office. If any Lender requests compensation under
Section 3.04, or any Borrower is required to pay any additional amount to any Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender
gives a notice pursuant to Section 3.02, then such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or
3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Borrowers hereby agree to pay all reasonable and documented costs and expenses incurred by any Lender or any L/C
Issuer in connection with any such designation or assignment. 
 (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrowers may replace such Lender in accordance
with Section 11.13. 
 3.07 Survival. All of each Borrower’s obligations under this Article III shall survive
satisfaction of the Termination Conditions, and resignation of the Administrative Agent. Notwithstanding the foregoing, (a) the Borrowers shall not be required to make any payments to any Lender under Section 3.01, 3.02 or 3.04 for any
costs or reductions incurred more than nine months prior to the date that such Lender notifies the Borrowers of the circumstances giving rise to such costs or reductions and of such Lender’s intention to claim compensation therefor;
provided that if the event giving rise to such costs or reductions is given retroactive effect, then the nine months period referred to above shall be extended to include the period of retroactive effect therefor; (b) the Borrowers shall
not be obligated to compensate any Lender under Section 3.05 for any such losses, expenses or liabilities attributable to any such circumstance occurring prior to the date that is 30 days prior to the date on which such Lender requested
such compensation from the Borrowers. 
 ARTICLE IV 

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 

4.01 Conditions of Initial Credit Extension. The obligation of the L/C Issuers and the Lenders to make the initial Credit Extension
hereunder is subject to satisfaction of the following conditions precedent: 
 (a) The Administrative Agent’s receipt of the following,
each of which shall be originals or facsimiles unless otherwise specified, each executed by a Responsible Officer on behalf of the signing Loan Party to the extent execution thereof is contemplated thereby (and, if applicable, by the Administrative
Agent and/or the Lenders) each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and reasonably satisfactory to the Administrative Agent: 

(i) executed counterparts of this Agreement and the Guaranty; 

(ii) a Note executed by each Borrower in favor of each Lender requesting a Note; 

  
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 (iii) (x) an amended and restated security agreement (together with each other
security agreement and security agreement supplement delivered pursuant to Section 6.09, in each case as amended, the “Security Agreement”) and (y) an amended and restated pledge agreement (together with each other
pledge agreement and pledge agreement supplement delivered pursuant to Section 6.09, in each case as amended, the “Pledge Agreement”), in each case duly executed by each Loan Party, together with: 

(A) to the extent certificated, certificates representing the Pledged Equity referred to therein accompanied by undated stock
powers executed in blank, and 
 (B) financing statements in form appropriate for filing under the Uniform Commercial Code
of all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Agreement and the Pledge Agreement, covering the Collateral described in the Security Agreement and the Pledge Agreement;

 provided, however, notwithstanding the foregoing or anything to the contrary in the Pledge Agreement, receipt of the
approval of the Nevada Gaming Commission to the pledge of the Equity Interests in each Subject Grantor (as defined in the Pledge Agreement) that is licensed by or registered with the Nevada Gaming Commission shall not be a condition to the Closing
Date; 
 (iv) the Mortgages, duly executed and in a form suitable for recordation, along with: 

(A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable
for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit
of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid or shall be paid substantially concurrently with the Closing Date, 

(B) for each Mortgaged Real Property, ALTA mortgagee’s title insurance policies, including customary endorsements thereto
in favor of the Administrative Agent, in an amount reasonably acceptable to the Administrative Agent, dated as of the date of recording of such Mortgage, insuring the Mortgages to be valid subsisting first priority Liens on the property described
therein, free and clear of all Liens, other than Permitted Encumbrances and other Liens reasonably acceptable to the Administrative Agent, 

(C) for each Mortgaged Real Property either (I) a new and current ALTA survey (or equivalent) certified to the
Administrative Agent sufficient for the issuers of the title insurance delivered pursuant to Section 4.01(a)(iv)(B) above to remove all standard survey exceptions and issue the customary survey-related endorsements, or (II) the most
recent ALTA survey (or equivalent) of such premises, together with an affidavit from Company or such Restricted Subsidiary, 

  
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as applicable, stating that there has been no change, in each case of clauses (I) and (II) such documentation being sufficient for the issuers of such title insurance
policies to remove all standard survey exceptions and issue the customary survey-related endorsements, 
 (D) with respect
to each Mortgaged Real Property: (i) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination; (ii) if any Mortgaged Real Property is located in a special flood hazard area, a notice
about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Restricted Subsidiary; and (iii) for each Mortgaged Real Property located in a special flood hazard area, evidence of flood
insurance as required by Section 6.03 hereof, and 
 (E) opinions of counsel reasonably acceptable to the
Administrative Agent confirming that each Mortgage creates a Lien on the Mortgaged Real Property purported to be covered by the related Mortgage, which shall be from local counsel in each state where a Mortgaged Real Property is located covering the
enforceability, due authorization, execution and delivery of the relevant Mortgages and any other opinions reasonably requested by Administrative Agent; 

(v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers
as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer authorized to act in connection with this Agreement and the other Loan Documents; 

(vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is
duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; 

(vii) a favorable opinion of Milbank, Tweed, Hadley & McCloy LLP, counsel to the Loan Parties, and of local counsel to
the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent; 

(viii) a certificate signed by a Responsible Officer certifying (A) that the conditions specified in
Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or condition since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or
in the aggregate, a Material Adverse Effect, (C) the accuracy of the representation and warranty set forth in Section 5.16 and the extent of the inquiry made by such Responsible Officer in connection therewith and (D) as to the
absence of any action, suit, investigation or proceeding relating to the Transactions pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a
Material Adverse Effect; 
 (ix) certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches,
each of a recent date listing all effective financing statements, lien 

  
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notices or comparable documents (together with copies of such financing statements and documents) that name any Grantor or any Pledgor as debtor and that are filed in those state and county
jurisdictions in which any Grantor or any Pledgor is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted under
Section 8.03); 
 (x) [reserved]; 

(xi) environmental assessment reports in respect of the Mortgaged Real Property reasonably acceptable to the Administrative
Agent (which reports the Administrative Agent has received and acknowledges being satisfied with); 
 (xii) evidence that the
Administrative Agent, on behalf of the Lenders, has been named as an additional insured or loss payee, as the case may be, under all insurance policies including liability insurance and insurance maintained with respect to the assets and properties
of the Grantors that constitute Collateral pursuant to endorsements reasonably satisfactory to the Administrative Agent; and 

(xiii) a certificate executed by the chief financial officer of the Company setting forth the amount of liens which may be
incurred as of December 31, 2015 pursuant to Section 4.10(c) of the indenture governing the Company’s 6.750% senior unsecured notes due 2020 and the similar provisions contained in the Company’s other indentures governing its
other senior unsecured notes, in relation to Principal Property (as defined in such indenture or such other indentures), in an amount equal to 15% of the Company’s Consolidated Net Tangible Assets (as defined in such indenture or such other
indentures). 
 (b) Evidence that the Existing Credit Agreement has been, or substantially concurrently with the Closing Date is being, paid
in full or defeased and terminated and all liens securing obligations under the Existing Credit Agreement have been, or substantially concurrently with the Closing Date are being, released; 

(c) Evidence that the Bridge Loans of the Company and certain of its Restricted Subsidiaries issued on the Closing Date shall have been, or
substantially concurrently with the Closing Date is being, assumed by MGM Growth Properties Operating Partnership and certain of its Subsidiaries; 

(d) The Master Lease shall have become effective substantially concurrently with the Closing Date on terms reasonably satisfactory to the
Arrangers; 
 (e) The Total Leverage Ratio of the Company calculated on a Pro Forma Basis as of the end of the most recently ended Test
Period after giving effect to the Transactions (including the redemption or other payment in full of the Senior Notes) shall not be greater than 5.90:1.00; 

(f) (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall concurrently be paid and
(ii) all fees required to be paid to the Lenders on or before the Closing Date shall concurrently be paid; 
 (g) Unless waived by the
Administrative Agent, the Company shall have paid all Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative 

  
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Agent) to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable
estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the
Administrative Agent); 
 (h) Substantially concurrently with the transactions contemplated to take place on the Closing Date hereunder,
(i) the Company shall have delivered irrevocable notice to redeem the entire outstanding amount of the Senior Notes on the date that is 30 days after the Closing Date in accordance with the respective indentures governing the Senior Notes and
(ii) the Company shall have irrevocably deposited cash in an amount sufficient to fund such redemption of the Senior Notes pursuant to arrangements reasonably acceptable to the Administrative Agent; and 

(i) The Lenders shall have received at least three (3) Business Days prior to the Closing Date all outstanding documentation and other
information about the Loan Parties reasonably requested in writing by them at least ten (10) Business Days prior to the Closing Date in order to comply with applicable “know your customer” and anti-money laundering rules and
regulations, including the USA PATRIOT Act. 
 Without limiting the generality of the provisions of Section 10.03(e), for
purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other
matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

 Grantors shall be afforded 180 days for the perfection of Liens upon the Pledged Equity by the Grantors (or such longer period of time as
is consented to by the Administrative Agent or as is required to obtain any necessary regulatory approvals). 
 4.02 Conditions to all
Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans or Incremental
Loans) is subject to the following conditions precedent: 
 (a) The representations and warranties of each Borrower and each
other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as
of the date of such Credit Extension, except to the extent that such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that for
purposes of this Section 4.02, the representations and warranties contained in Section 5.05 and Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to
Sections 7.01(a) and (b); provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct
(after giving effect to any qualification therein) in all respects on such respective dates. 
 (b) No Default or Event of
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. 

  
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 (c) The Administrative Agent and, if applicable, the applicable L/C Issuer shall
have received a Request for Credit Extension in accordance with the requirements hereof. 
 (d) In the case of a Letter of
Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable opinion
of the Administrative Agent or the applicable L/C Issuer, would make it impracticable for such Letter of Credit to be denominated in the relevant Alternative Currency. 

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension. 
 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

Each Borrower represents and warrants to the Administrative Agent and the Lenders that: 

5.01 Existence and Qualification; Power; Compliance With Laws. 

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. 

(b) Each Borrower and each Guarantor is duly qualified or registered to transact business and is in good standing in each other
jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a
Material Adverse Effect. Each Borrower and each Guarantor has all requisite corporate or other organizational power and authority to conduct its business, to own and lease its Properties and to execute and deliver each Loan Document to which each is
a party and to perform the Obligations, except where the failure to have such power and authority would not constitute a Material Adverse Effect. 

(c) All outstanding Equity Interests of each Borrower are duly authorized, validly issued, fully paid and non-assessable, and
no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. To the extent any Equity Interests constitute Collateral, such Equity Interests are free and clear of Liens other than Liens securing
the Obligations and other Liens permitted pursuant to Section 8.03. 
 (d) Each Borrower and each Guarantor is in
compliance with all Requirements of Law applicable to its business as at present conducted, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and has accomplished all filings, registrations and qualifications
with, or obtained exemptions from any of the foregoing from, any Governmental Authority that are necessary for the transaction of its business as at present conducted, except where the failure so to comply, file, register, qualify or obtain
exemptions would not constitute a Material Adverse Effect. 

  
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 5.02 Authority; Compliance With Other Agreements and Instruments and Government
Regulations. The execution, delivery and performance by each Borrower and each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not:

 (a) require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder
or creditor of such party; 
 (b) violate or conflict with any provision of such party’s charter, articles of
incorporation, operating agreement or bylaws, as applicable; 
 (c) violate or conflict with any provision of the indentures
governing the public Indebtedness of the Borrowers and the Restricted Subsidiaries, except to the extent that such violation or conflict could not reasonably be expected to have a Material Adverse Effect; 

(d) result in or require the creation or imposition of any Lien upon or with respect to any Property of the Borrowers and the
Restricted Subsidiaries, other than Liens permitted by Section 8.03; and 
 (e) violate any Requirement of Law
applicable to such Party, except to the extent that such violation could not reasonably be expected to have a Material Adverse Effect. 

5.03 No Governmental Approvals Required. Except as obtained or made on or prior to the Closing Date and the approval of the Illinois
Gaming Board with respect to Nevada Landing Partnership and Elgin Sub (and other Subsidiaries subject to the oversight of the Illinois Gaming Board) and the Nevada Gaming Commission, no authorization, consent, approval, order, license or permit
from, or filing, registration or qualification with, any Governmental Authority is or will be required to authorize or permit under applicable Laws the execution, delivery and performance by the Company or any Restricted Subsidiary of the Loan
Documents to which it is a party or for the legality, validity or enforceability hereof or thereof or for the consummation of the Transactions. 

5.04 Subsidiaries. 
 (a)
As of the Closing Date, Schedule 5.04 correctly sets forth the names, form of legal entity, ownership and jurisdictions of organization of all Restricted Subsidiaries, all Unrestricted Subsidiaries and all Non-Control Subsidiaries. 

(b) As of the Closing Date, each Restricted Subsidiary is duly organized, validly existing and in good standing under the Laws of its
jurisdiction of organization, is duly qualified or registered to transact business and is in good standing as such in each jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or
registration necessary, and has all requisite corporate or other organizational power and authority to conduct its business and to own and lease its Properties, except where the failure to qualify or register, to be in good standing or to have such
power and authority would not constitute a Material Adverse Effect. 
 (c) As of the Closing Date, each Restricted Subsidiary is in
compliance with all Requirements of Law applicable to its business as at present conducted, has obtained all authorizations, consents, approvals, orders, licenses, and permits from, and has accomplished all filings, registrations, and qualifications
with, or obtained exemptions from any of the foregoing from, any Governmental Authority that 

  
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are necessary for the transaction of its business as at present conducted, except where the failure to so comply, file, register, qualify or obtain exemptions would not constitute a Material
Adverse Effect. 
 5.05 Financial Statements. Each of the most recent quarterly and audited annual financial statements filed by the
Company with the SEC fairly present in all material respects the financial condition, results of operations and changes in financial position of the Company and its Subsidiaries as of their respective dates and for the covered periods in conformity
with GAAP (except, in the case of quarterly financial statements, for the absence of certain footnotes and other informational disclosures customarily omitted from interim financial statements). 

5.06 No Other Liabilities. The Company and its Subsidiaries do not have any material liability or material contingent liability
required under GAAP to be reflected or disclosed and not reflected or disclosed in the most recent financial statements filed by the Company with the SEC, other than liabilities and contingent liabilities arising in the ordinary course of business
since the date of such financial statements. 
 5.07 Litigation. As of the Closing Date, except as disclosed in the Company’s
Annual Report on Form 10-K for the Fiscal Year ended December 31, 2015, there are no actions, suits, proceedings or investigations pending as to which the Borrowers or the Restricted Subsidiaries have been served or have received notice or, to
the best knowledge of the Borrowers, threatened against or affecting the Borrowers or the Restricted Subsidiaries or any Property of any of them before any Governmental Authority which could reasonably be expected to have a Material Adverse Effect.
As of the Closing Date, there has been no material adverse change in the status, or the reasonably anticipated financial effect on the Company and its Restricted Subsidiaries, of the actions, suits, proceedings or investigations disclosed in the
Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2015. 
 5.08 Binding Obligations. This
Agreement and each other Loan Document has been duly and validly executed and delivered by each Loan Party party thereto. Each of the Loan Documents to which the Borrowers or the Restricted Subsidiaries is a party will, when executed and delivered
by such Person, constitute the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws, Gaming Laws or equitable principles relating
to the granting of specific performance and other equitable remedies as a matter of judicial discretion. 
 5.09 No Default. No
Default has occurred and is continuing or would result from the consummation of the Transactions. 
 5.10 ERISA. Each Pension Plan
complies with ERISA, the Code and any other applicable Laws, except to the extent that such noncompliance could not reasonably be expected to have a Material Adverse Effect and no ERISA Event has occurred or is reasonably likely to occur that could
reasonably be expected to have a Material Adverse Effect. 
 5.11 Regulations T, U and X; Investment Company Act. No part of the
proceeds of any extension of credit (including any Loans and Letters of Credit) hereunder will be used directly or indirectly and whether immediately, incidentally or ultimately to purchase or carry any Margin Stock or to extend credit to others for
such purpose or to refund Indebtedness originally incurred for such purpose or for any other purpose, in each case, that entails a violation of, or is inconsistent with, the provisions of Regulation T, Regulation U or Regulation X.
Neither Borrowers nor the Restricted Subsidiaries is or is required to be registered as an “investment company” under the Investment Company Act of 1940. 

  
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 5.12 Disclosure. As of the Closing Date, all written statements (other than the
Projections, other forward-looking information and information of a general economic or industry specific nature) made by a Responsible Officer to the Administrative Agent or any Lender in connection with this Agreement, or in connection with any
Loan, as of the date thereof, taken as a whole, and when taken as a whole together with the periodic, current and other reports filed with the SEC with respect to the Borrowers and the Restricted Subsidiaries, do not contain any untrue statement of
a material fact or omit a material fact necessary to make the statements made not materially misleading in light of all the circumstances existing at the date any statement was made; provided that, with respect to the Projections, the Company
only makes the representations set forth in Section 5.14. 
 5.13 Tax Liability. Except as would not, individually or in the
aggregate, have a Material Adverse Effect, the Borrowers and the Restricted Subsidiaries have filed all Tax returns which are required to be filed, and have paid, or made provision for the payment of, all Taxes with respect to the periods, Property
or transactions covered by said returns, or pursuant to any assessment received by the Borrowers and the Restricted Subsidiaries (including, in each case, in their capacity as a withholding agent), except such Taxes, if any, as are being contested
in good faith by appropriate proceedings and as to which adequate reserves (in accordance with GAAP) have been established and maintained, and so long as no Property of the Borrowers and the Restricted Subsidiaries is in jeopardy of being seized,
levied upon or forfeited. As of the Closing Date, there are no Tax sharing agreements or similar arrangements (including Tax indemnity arrangements) with respect to or involving the Borrowers or the Restricted Subsidiaries, other than (i) those
that are between the Company and its Restricted Subsidiaries and (ii) those that would not, individually or in the aggregate, have a Material Adverse Effect. 

5.14 Projections. As of the date of the preparation of any of the projections and pro forma financial information furnished at any time
by any Loan Party (other than information of a general economic or industry specific nature) to any Lenders pursuant to this Agreement (collectively, the “Projections”), to the best knowledge of the Company, the assumptions set
forth in such Projections were believed by the preparers thereof to be reasonable and consistent with each other and with all facts known to the Borrowers and the Restricted Subsidiaries as of that date, and such Projections were prepared in good
faith and were reasonably based on such assumptions. As of the Closing Date, no fact or circumstance has come to the attention of the Company since the preparation of the Projections delivered to the Administrative Agent on December 21, 2015
that is in material conflict with the assumptions set forth in the Projections. Nothing in the Loan Documents shall be construed as a representation or covenant that any Projections in fact will be achieved. The Administrative Agent, Lenders and L/C
Issuers acknowledge that the Projections are forward-looking statements and that actual financial results for the Borrowers and the Restricted Subsidiaries could differ materially from those set forth in the Projections. 

5.15 Hazardous Materials. There has been no Release of Hazardous Materials on, at, under or from any property currently or, to the best
knowledge of the Borrowers, formerly owned, leased or operated by the Borrowers or any Restricted Subsidiary in violation of Environmental Law or that would reasonably be likely to result in an Environmental Liability, and to the best knowledge of
the Borrowers, no condition exists that violates any Environmental Law affecting any Real Property, except for such Releases or violations that would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. 

5.16 Solvency. As of the Closing Date, immediately following the consummation of the Transactions and the extensions of credit to occur
on such date, the Company (on a combined basis with the Designated Restricted Entities and the Restricted Subsidiaries) is and will be Solvent. 

  
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 5.17 Material Adverse Effect. Since December 31, 2015, there has been no event or
circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have, a Material Adverse Effect. 

5.18 Margin Stock. None of the Company or any Restricted Subsidiary is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock. No part of the proceeds of any extension of credit (including any Loans and Letters of Credit) hereunder will be used in
a manner which violates Regulation T, Regulation U or Regulation X. 
 5.19 Ownership of Property; Liens. Borrowers
and the Restricted Subsidiaries each have good and valid title to, or valid leasehold interest in, all material Property owned by it, and all such assets and Property are subject to no Liens other than Permitted Encumbrances and other Liens
permitted by Section 8.03. The applicable Loan Parties have good record and marketable title in fee simple with respect to owned Real Property that is Mortgaged Real Property. 

5.20 Security Interest; Absence of Financing Statements; Etc. The Collateral Documents, once executed and delivered, will create, in
favor of Administrative Agent for the benefit of the Secured Parties, as security for the obligations purported to be secured thereby, a valid and enforceable security interest in and Lien upon all of the Collateral, and upon (i) filing,
recording, registering or taking such other actions as may be necessary with the appropriate Governmental Authorities (including payment of applicable filing and recording taxes), (ii) the taking of possession or control by the Administrative
Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent
is required by the Security Agreement) and (iii) delivery of the applicable documents to the Administrative Agent in accordance with the provisions of the applicable Collateral Documents, for the benefit of the Secured Parties, such security
interest shall be a perfected security interest in and Lien upon all of the Collateral (subject to any applicable provisions set forth in the Security Agreement with respect to limitations as to perfection of Liens on the Collateral described
therein) prior to all Liens other than (x) Permitted Encumbrances and (y) any other Liens permitted by Section 8.03, in each case having priority by operation of Law. 

5.21 Licenses and Permits. The Borrowers and the Restricted Subsidiaries hold all material governmental permits, licenses,
authorizations, consents and approvals necessary for Borrowers and the Restricted Subsidiaries to own, lease, and operate their respective Properties and to operate their respective businesses as now being conducted (collectively, the
“Permits”), except for Permits the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect. None of the Permits has been modified in any way since the Closing Date that would reasonably be
expected to have a Material Adverse Effect. All Permits are in full force and effect except where the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Neither the Borrowers nor any of the
Restricted Subsidiaries has received written notice that any Gaming Authority has commenced proceedings to suspend, revoke or not renew any such Permits where such suspensions, revocations or failure to renew would reasonably be expected to have a
Material Adverse Effect. 
 5.22 Subordinated Debt. The Obligations are senior debt with respect to all Material Indebtedness that is
contractually subordinated in right of payment to any other Indebtedness of the Company and entitled to the full benefits of all subordination provisions therein and such subordination provisions are in full force and effect. 

  
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 5.23 Intellectual Property. Each Borrower and each of the Restricted Subsidiaries own or
possesses adequate valid licenses or otherwise have the valid right to use all of the patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, URLs, copyrights, computer software, trade
secrets, know-how and processes (collectively, “Intellectual Property”) that are necessary for the operation of their business as presently conducted except where failure to own or have such right would not reasonably be expected to
have a Material Adverse Effect. No claim is pending or, to the knowledge of any Responsible Officer, threatened to the effect that Borrowers or the Restricted Subsidiaries infringes or conflicts with the asserted rights of any other Person under any
material Intellectual Property, nor is there, to the knowledge of any Responsible Officer, any basis for such a claim, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
No claim is pending or, to the knowledge of any Responsible Officer, threatened to the effect that any such material Intellectual Property owned or licensed by the Borrowers or the Restricted Subsidiaries or which the Borrowers or the Restricted
Subsidiaries otherwise have the right to use is invalid or unenforceable, nor is there, to the knowledge of any Responsible Officer, any basis for such a claim, except for such claims that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. 
 5.24 Regulation H. Except for the Real Property listed on
Schedule 5.24 attached hereto, as of the Closing Date, no Mortgage encumbers improved real property which is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood
hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968. 
 5.25 Mortgaged Real
Property. With respect to each Mortgaged Real Property, as of the Closing Date, to the knowledge of the Company (i) there has been issued a valid and proper certificate of occupancy or other local equivalent, if any, for the use then being
made of such Mortgaged Real Property to the extent required by applicable Requirements of Law and there is no outstanding written citation, notice of violation or similar notice indicating that the Mortgaged Real Property contains conditions which
are not in compliance with local codes or ordinances relating to building or fire safety or structural soundness and (ii) there are no material disputes regarding boundary lines, location, encroachment or possession of such Mortgaged Real
Property. 
 5.26 Anti-Corruption Laws; Sanctions; USA PATRIOT Act. 

(a) The Borrowers have implemented, and maintain and enforce, policies and procedures designed to promote and achieve compliance with
applicable Anti-Corruption Laws and applicable Sanctions. No Loan Party or any of its Subsidiaries or, to the knowledge of the Borrowers, any of their respective officers, directors, employees or agents that will act in any capacity in connection
with or benefit from the Loans is a Sanctioned Person. 
 (b) The Borrowers will not use, directly or indirectly, any part of the proceeds of
the Loans: (i) to make any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct
business or obtain any improper advantage, in violation of applicable Anti-Corruption Laws; (ii) to fund or facilitate dealings with a Sanctioned Person in violation of applicable Sanctions; or (iii) in any other manner that would
constitute or give rise to a violation any Sanctions by any party hereto, including any Lender. 

  
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 (c) To the extent applicable, the Borrowers are in compliance, in all material respects, with the
USA PATRIOT Act. 
 5.27 Insurance. The properties of the Loan Parties are insured with financially sound and reputable insurance
companies (which are not Loan Parties, but may be a Subsidiary of the Company (including captive insurance Subsidiaries of the Company); provided that any such insurance provided by a Subsidiary of the Company is subject to reinsurance
consistent with past practice), in such amounts, subject to such deductibles and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which the Borrowers and the
Restricted Subsidiaries operate. 
 5.28 EEA Financial Institution. None of the Borrowers or any Guarantor is an EEA Financial
Institution. 
 ARTICLE VI 

AFFIRMATIVE COVENANTS 
 So long as
the Termination Conditions have not been satisfied each Borrower shall, and shall cause each of the Restricted Subsidiaries to: 
 6.01
Preservation of Existence. Preserve and maintain their respective existences in the jurisdiction of their formation and all material authorizations, rights, franchises, privileges, consents, approvals, orders, licenses, permits, or
registrations from any Governmental Authority that are necessary for the transaction of their respective business except (a) where the failure to so preserve and maintain the existence of any Restricted Subsidiary and such authorizations,
rights, franchises, privileges, consents, approvals, orders, licenses, permits, or registrations would not constitute a Material Adverse Effect, and (b) that a merger or Asset Sale permitted by Section 8.01 shall not constitute a
violation of this covenant; and qualify and remain qualified to transact business in each jurisdiction in which such qualification is necessary in view of their respective business or the ownership or leasing of their respective Properties except
where the failure to so qualify or remain qualified would not constitute a Material Adverse Effect; provided that neither the Company nor any of its Restricted Subsidiaries shall be required to preserve any such existence, right or franchise,
licenses and permits if such Person or such Person’s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is
not disadvantageous in any material respect to the Company or to the Lenders. 
 6.02 Maintenance of Properties. 

(a) Maintain, preserve and protect all of their respective material Properties in good order and condition, subject to wear and tear in the
ordinary course of business, and not permit any waste of their respective Properties, except that the failure to maintain, preserve and protect a particular item of Property that is not of significant value, either intrinsically or to the operations
of the Borrowers and the Restricted Subsidiaries, taken as a whole, shall not constitute a violation of this covenant or where the failure to do so would not constitute a Material Adverse Effect. In respect of any Mortgaged Real Property, the
Borrowers and the Restricted Subsidiaries shall not (a) initiate or acquiesce in any change in zoning or any other land classification in a manner that would prohibit any casino, gaming, hotel business or Related Business conducted on such
Mortgaged Real Property or would otherwise materially impact the value of such Mortgaged Real Property as collateral, or (b) demolish any of the primary gaming or hotel features of such Mortgaged Real Property (except in connection with
refreshments or remodeling thereof 

  
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and temporary construction disruption which is reasonable in relation to the anticipated benefits of the development or redevelopment thereof), provided that the Borrowers and the Restricted
Subsidiaries shall be permitted to demolish any portion of such Mortgaged Real Property in connection with the expansion or renovation of such Mortgaged Real Property or the construction of adjacent or adjoining features, provided that the
Company has determined in good faith that such expansion, renovation, construction or similar project would not be expected to unreasonably interfere with the business conducted at such Mortgaged Real Property or materially impair its value as
Collateral (it being understood that temporary construction disruption which is reasonable in relation to the anticipated benefits of the expansion, renovation, construction or similar project would not be considered an unreasonable interference).

 (b) The Borrowers shall, and will cause each of the Restricted Subsidiaries to, do or cause to be done all things necessary to obtain,
preserve, renew, extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations and Intellectual Property to the conduct of its business 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, however, that nothing in this Section 6.03 shall prevent (A) sales, conveyances, transfers or other dispositions of assets,
consolidations or mergers by or any other transaction permitted hereunder; (B) the withdrawal of qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect; or (C) the abandonment of any rights, permits, authorizations, franchises, licenses and Intellectual Property that the Company reasonably determines are not necessary to its business. 

6.03 Maintenance of Insurance. Maintain liability, casualty and other insurance (subject to customary deductibles and retentions),
including with respect to each Mortgaged Real Property, with insurance companies in such amounts (after giving effect to self-insurance) and against such risks as may be customarily carried by companies engaged in similar businesses and owning
similar assets in the general areas in which the Borrowers and the Restricted Subsidiaries operate. The Administrative Agent shall be named as an additional insured on all liability insurance policies of each Loan Party (other than directors and
officers liability insurance, insurance policies relating to employment practices liability, crime or fiduciary duties, kidnap and ransom insurance policies, and insurance as to fraud, errors and omissions) and the Administrative Agent shall be
named as a mortgagee/loss payee on all property insurance policies of each such Loan Party relating to Property which is Collateral. 
 If
any portion of any Mortgaged Real Property at any time is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available
under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Company shall, or shall cause the applicable Loan Party to (i) maintain, or cause to be maintained, with a financially sound and
reputable insurer (determined at the time such insurance is obtained), flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver
to the Administrative Agent evidence of such compliance reasonably acceptable to the Administrative Agent. 
 In the event that the proceeds
of any insurance claim are paid after Administrative Agent has exercised its right to foreclose after an Event of Default, such proceeds shall be paid to the Administrative Agent to satisfy any deficiency remaining after such foreclosure to the
extent consistent with the Master Lease and Section 2.04(b)(iii). 

  
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 6.04 Compliance With Laws. Comply, within the time period, if any, given for such
compliance by the relevant Governmental Authority with enforcement authority, with all Requirements of Law (including ERISA, applicable Tax laws and Gaming Laws and any and all zoning, building, ordinance, code or approval or any building permits or
any restrictions of record or agreements affecting the Real Property) except to the extent that such non-compliance with such Requirements of Law would not constitute a Material Adverse Effect, except that the Borrowers and the Restricted
Subsidiaries need not comply with a Requirement of Law then being contested by any of them in good faith by appropriate proceedings. 
 6.05
Inspection Rights. Upon reasonable notice, at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of the Borrowers or the Restricted Subsidiaries) permit the
Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and
the Restricted Subsidiaries (provided that, excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection
rights and (y) the Administrative Agent shall not exercise such rights more often than one time during any Fiscal Year; it being understood that the Administrative Agent may make such additional visits and inspections in each Fiscal Year at its
own expense as it reasonably requests) and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and
procedures) and, upon request, furnish promptly to the Administrative Agent, any Lender or any advisor of the Administrative Agent or any Lender true copies of all financial information made available to the board of directors or audit committee of
the board of directors of the Company, provided that no Company Party will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure
is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts
of, or discussion of, any document, information or other matter with any Disqualified Lender that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the
Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product. 

6.06 Keeping of Records and Books of Account. Keep adequate records and books of account in conformity with GAAP and in material
conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrowers or any Restricted Subsidiary. 

6.07 Use of Proceeds. Use the proceeds of each Loan and other credit extension made hereunder for corporate purposes, capital
expenditures and working capital. 
 6.08 Additional Loan Parties. Upon (i) any Loan Party creating or acquiring any Subsidiary
that is a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or an Excluded Subsidiary) after the Closing Date, (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial
Subsidiary, a FSHCO or an Excluded Subsidiary, or (iii) any Subsidiary that is an Unrestricted Subsidiary becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary, a FSHCO or an Excluded Subsidiary) pursuant to
Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an
Immaterial Subsidiary, a 

  
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FSHCO or an Excluded Subsidiary) to promptly (but in any event within 180 days after the later of such event described in clause (i), (ii) or (iii) above or receipt of such
approval (or such longer period of time as Administrative Agent may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval), execute and deliver a Guaranty and all such other documents and certificates as
Administrative Agent may reasonably request in order to have such Restricted Subsidiary become a Guarantor and (B) deliver to the Administrative Agent all legal opinions reasonably requested by the Administrative Agent relating to the matters
described above covering matters similar to those covered in the opinions delivered on the Closing Date with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Immaterial
Subsidiary or Excluded Subsidiary that is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at
which time it shall be released by the Administrative Agent from the Guaranty on the request of the Company without further action by the Creditor Parties). To the extent approvals of any Gaming Authorities for any actions required by this Section
are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to promptly apply for and thereafter pursue such approvals. 

6.09 Collateral Matters; Pledge or Mortgage of Real Property. Subject to compliance with applicable Gaming Laws, if any Grantor shall
acquire any Property (other than any Excluded Assets or any Property that is subject to a Lien permitted under Section 8.03(f) to the extent and for so long as the contract or other agreement in which such Lien is granted validly
prohibits the creation of any other Lien on such Property after giving effect the applicable provisions of the UCC) after the Closing Date as to which Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien and
as to which the Collateral Documents purport to grant a Lien or the Loan Documents require the grant of a Lien, that Grantor shall (subject to any applicable provisions set forth in the Security Agreement with respect to limitations on grant of
security interests in certain types of assets or Collateral and perfection of Liens on such assets or Collateral) promptly (and in any event within 180 days or such longer period of time as Administrative Agent may agree to in its reasonable
discretion or as required to obtain any necessary Gaming Approval (i) execute and deliver to the Administrative Agent such amendments to the Collateral Documents or such other documents as Administrative Agent deems reasonably necessary in
order to grant to the Administrative Agent, for the benefit of the Secured Parties, security interests in such Property and (ii) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties,
a perfected First Priority Lien. To the extent approvals of any Gaming Authorities for any actions required by this Section are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, promptly (such
timing as reasonably determined by the Company in consultation with the Administrative Agent) apply for and thereafter pursue such approvals. 

6.10 Security Interests; Further Assurances. Each Grantor shall, promptly, upon the reasonable request of Administrative Agent, and
assuming the request does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, at Company’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register,
file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any mortgage, deed of trust (or similar instrument), assignment of leases and rents or financing statement, or deliver to the Administrative Agent
any certificates representing Equity Interests, which are reasonably necessary to create, protect or perfect or for the continued validity, perfection and priority of the Liens on the Collateral covered thereby (subject to any applicable provisions
set forth in the Collateral Documents with respect to limitations on grant of security interests in certain types of Collateral and perfection of Liens on such Collateral) subject to no Liens other than Permitted Encumbrances and other Liens
permitted pursuant to Section 8.03. With respect to the Pledge Agreement, to the extent approvals of any Gaming Authorities for 

  
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any actions required by the Pledge Agreement are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, promptly (such timing as reasonably
determined by the Company in consultation with the Administrative Agent) apply for and thereafter pursue such approvals. Upon the exercise by the Administrative Agent or the Lenders of any power, right, privilege or remedy pursuant to any Loan
Document following the occurrence and during the continuation of an Event of Default which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, Borrowers and the Restricted Subsidiaries shall
use commercially reasonable efforts to execute and deliver all applications, certifications, instruments and other documents and papers that Administrative Agent or the Lenders may be so required to obtain. 

Notwithstanding anything to the contrary in this Agreement or in any Collateral Document, no Grantor shall be required to (a) perfect any
security interests, or make any filings or take any other actions necessary or desirable to perfect and protect security interests, in (i) Excluded Assets, (ii) any motor vehicles and other assets subject to certificates of title,
(iii) any letter of credit rights and commercial tort claims or (iv) any chattel paper and instruments (each, as defined in the UCC) (except by filing of a UCC financing statement), (b) enter into any control agreement or control or
similar arrangement with respect to deposit or securities accounts, (c) grant any Lien in, those assets as to which (A) the cost, burden, difficulty or consequence of obtaining or perfecting such Lien (including any mortgage, stamp,
intangibles or other tax or expenses relating to such Lien) outweighs the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrowers and the Administrative Agent or (B) the granting of a Lien on such asset
would violate any enforceable anti-assignment provisions of contracts binding on such assets at the time of their acquisition and not entered into in contemplation of such acquisition or applicable law or, in the case of assets consisting of
licenses, agreements or similar contracts, to the extent the granting of such Lien therein would violate the terms of such license, agreement or similar contract relating to such asset (in each case, after giving effect to the applicable
anti-assignment provisions of the UCC or other applicable law), (d) no actions shall be required to be taken in order to create, grant or perfect any security interest in any assets located outside of the U.S. and no foreign law security or
pledge agreements, foreign law mortgages or deeds or foreign intellectual property filings or searches shall be required or (e) no Lien on Real Property shall be required except in respect of Mortgaged Real Property (provided that if a
mortgage tax will be owed on the entire amount of the Secured Obligations (as defined in the Security Agreement) evidenced hereby, then, to the extent permitted by, and in accordance with, applicable law, the amount of such mortgage tax shall be
calculated based on the lesser of (x) the amount of the Secured Obligations allocated to the applicable Mortgaged Real Property and (y) the estimated fair market value of the Mortgaged Real Property at the time the Mortgage is entered into
and determined in a manner reasonably acceptable to Administrative Agent and the Borrowers, which in the case of clause (y) will result in a limitation of the Secured Obligations secured by the Mortgage to such amount). Notwithstanding anything
contained in Section 6.09 or this Section 6.10 to the contrary, this Section 6.10 shall not require the creation, perfection or maintenance of pledges of or security interests in, or the obtaining of title
insurance, surveys, abstracts or appraisals with respect to, Excluded Assets, or the taking of any actions to perfect security interests in Excluded Assets apart from the filing of financing statements under the UCC. 

Furthermore, the Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title
insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the
Borrowers, that perfection 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 Collateral Documents. 

  
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 6.11 Limitation on Designations of Unrestricted Subsidiaries. (a) The Company may
hereafter designate any Restricted Subsidiary (other than a Restricted Subsidiary which, as of the date of designation, owns any Collateral so long as it owns such Collateral) as an “Unrestricted Subsidiary” under this Agreement (a
“Designation” or “Designate”) only if: (i) no Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Designation and (ii) such Designation complies
with Section 8.06. If the Company designates a Guarantor as an Unrestricted Subsidiary in accordance with this Section 6.11, the Obligations of such Guarantor under the Loan Documents shall terminate and be of no further
force and effect without any action required by the Administrative Agent; and, at the Company’s request, the Administrative Agent will execute and deliver any instrument evidencing such termination. 

(b) The Company may hereafter designate any Unrestricted Subsidiary as a “Restricted Subsidiary” under this Agreement or revoke any
Designation of a Subsidiary as an Unrestricted Subsidiary (in either case, a “Revocation”), whereupon such Subsidiary shall then constitute a Restricted Subsidiary, if: (i) no Event of Default shall have occurred and be
continuing at the time and immediately after giving effect to such Revocation; (ii) after giving effect to such Revocation as of the end of the most recently ended Fiscal Quarter for which financial statements were required to have been
delivered under Section 7.01(a) or Section 7.01(b) on a Pro Forma Basis, no Event of Default would exist under the financial covenants set forth in Section 8.12; and (iii) all Liens and Indebtedness of such
Unrestricted Subsidiary and its Subsidiaries outstanding immediately following such Revocation would, if incurred at the time of such Revocation, have been permitted to be incurred for all purposes of this Agreement. All Designations and Revocations
must be evidenced by an Officer’s Certificate of the Company delivered to the Administrative Agent with the Responsible Officer so executing such certificate certifying compliance with the foregoing provisions of this Section 6.11.

 6.12 Taxes. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Borrowers and the
Restricted Subsidiaries shall timely file all Tax returns, statements, reports and forms or other documents (including estimated Tax or information returns and including any required, related or supporting information) required to be filed by it and
pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property (including, in each case, in its capacity as a withholding agent), before the
same shall become delinquent or in default; provided, however, that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good
faith by appropriate proceedings and the Borrowers and the Restricted Subsidiaries shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested
obligation, Tax, assessment or charge and enforcement of a Lien and, in the case of Collateral, the Borrowers and the Restricted Subsidiaries shall have otherwise complied with the provisions of the applicable Collateral Document in connection with
such nonpayment. 
 6.13 Compliance with Environmental Law. The Borrowers and the Restricted Subsidiaries shall (a) comply with
Environmental Law, and will keep or cause all Real Property to be kept free of any Liens under Environmental Law, unless, in each case, failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) in the event of any
Release of Hazardous Material at, on, under or emanating from any Real Property which would result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect,
undertake, and/or take reasonable efforts to cause any of their respective tenants or occupants to undertake, at no cost or expense to Administrative Agent or any Creditor Party, any action required pursuant to Environmental Law to mitigate and
eliminate such condition; provided, however, that no Company Party shall be required 

  
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to comply with any order or directive then being contested by any of them in good faith by appropriate proceedings; and (c) if a Release of Hazardous Materials has occurred at any Mortgaged
Real Property that reasonably could be expected to form the basis of an Environmental Liability against any Borrower, Restricted Subsidiary or Mortgaged Real Property and which would reasonably be expected to have a Material Adverse Effect, provide,
at the written request of Administrative Agent, in its reasonable discretion, and at no cost or expense to Administrative Agent or any Creditor Party, an environmental site assessment (including, without limitation, the results of any soil or
groundwater or other testing conducted at Administrative Agent’s request) concerning such Mortgaged Real Property, conducted by an environmental consulting firm proposed by the Company and approved by Administrative Agent in its reasonable
discretion, indicating the presence or absence of Hazardous Material and the potential cost of any required action in connection with any Hazardous Material on, at, under or emanating from such Mortgaged Real Property. 

ARTICLE VII 
 INFORMATION AND
REPORTING COVENANTS 
 So long as the Termination Conditions have not been satisfied, each Borrower shall, and shall cause each of the
Restricted Subsidiaries to: 
 7.01 Financial Statements, Etc. Deliver to the Administrative Agent (for distribution by the
Administrative Agent to the Lenders): 
 (a) Quarterly Financials. As soon as practicable, and in any event within
60 days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), the consolidated balance sheet of the Company and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of
operations for such Fiscal Quarter, and its consolidated statement of cash flows for the portion of the Fiscal Year ended with such Fiscal Quarter; 

(b) Annual Financials. Commencing with the Fiscal Year ending December 31, 2016, as soon as practicable, and in any
event within 105 days after the end of each Fiscal Year, the consolidated balance sheet of the Company and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders’ equity and cash
flows, in each case of the Company and its Subsidiaries for such Fiscal Year, in each case as at the end of and for the Fiscal Year. Such financial statements shall be prepared in accordance with GAAP and such consolidated balance sheet and
consolidated statements shall be accompanied by a report of one of the four largest public accounting firms in the United States or other independent public accountants of recognized standing selected by the Company and reasonably satisfactory to
the Administrative Agent, which report shall be prepared in accordance with generally accepted accounting standards as at such date, and shall not be subject to any qualification or exception expressing substantial doubt about the ability of the
Company and its Subsidiaries to continue as a “going concern” or any exception as to the scope of such audit (other than a going concern qualification resulting from (i) an upcoming maturity date under any Indebtedness occurring
within one year from the time such opinion is delivered or (ii) any prospective financial covenant default under Section 8.12 or any other financial covenant under any other Indebtedness); 

(c) Annual Budgets. As soon as practicable, and in any event within 90 days after the commencement of each Fiscal Year
(commencing with the Fiscal Year ending December 31, 2016), a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next two succeeding Fiscal Years, including for the first such Fiscal Year, projected
consolidated 

  
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balance sheets, statements of operations and statements of cash flow and, for the second and third such Fiscal Years, projected consolidated condensed balance sheets and statements of operations
and cash flows, of the Company and its Subsidiaries; 
 (d) SEC Filings. Promptly after the same are available, copies
of all annual, regular, periodic and special reports and registration statements which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the
Administrative Agent pursuant to other provisions of this Section 7.01; 
 (e) Environmental Matters.
Promptly after the assertion or occurrence thereof, written notice of any Environmental Liability or Release of Hazardous Material which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; 

(f) Default. Promptly after a Responsible Officer becomes aware of the existence of any condition or event which
constitutes an Event of Default, written notice again specifying the nature and period of existence thereof and specifying what action the Borrowers or the Restricted Subsidiaries are taking or propose to take with respect thereto; 

(g) [Reserved]; 

(h) Mandatory Prepayment Events. Promptly after the (i) occurrence of any Asset Sale for which the Borrowers are
required to make a mandatory prepayment pursuant to Section 2.04(b)(i), (ii) incurrence or issuance of any Indebtedness for which the Borrowers are required to make a mandatory prepayment pursuant to Section 2.04(b)(ii),
or (iii) receipt of any Net Available Proceeds with respect to any Casualty Event for which the Borrowers are required to make a mandatory prepayment pursuant to Section 2.04(b)(iii), written notice thereof; 

(i) ERISA Information. Promptly after the occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, would reasonably be expected to have, individually or in the aggregate a Material Adverse Effect, a written notice specifying the nature thereof; and 

(j) Other Information. Such other data and information as from time to time may be reasonably requested by the
Administrative Agent or any Lender (through the Administrative Agent) or by the Required Lenders. 
 Documents required to be delivered
pursuant to Section 7.01(a), Section 7.01(b) or Section 7.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on
which such documents are posted on the Company’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: the Company 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 such Compliance Certificates, 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 

  
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the Company 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. 

The Company hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C
Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the
“Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the
respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that so long as the Company is the issuer of any
outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower
Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof; (x) only by marking Borrower Materials “PUBLIC” (or by expressly authorizing their posting as such in writing), will the Company be deemed to have authorized the Administrative Agent, the
Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Company or its securities for purposes of United
States Federal and state securities laws (provided, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as
being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no Obligation to mark any Borrower Materials “PUBLIC”. 

Notwithstanding anything to the contrary in this Section 7.01, (a) neither the Company nor its Subsidiaries will be required
to make any disclosure to any Creditor Party that (i) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other than the Borrowers or any of their Subsidiaries or Affiliates) (the prohibition contained in which
was not entered into in contemplation of this provision), or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product or (iii) in the case of Section 7.01(j) only, creates an unreasonably
excessive expense or burden on the Company or any of its Subsidiaries to produce or otherwise disclose; and (b)(i) in the event that the Company delivers (or posts) to the Administrative Agent an Annual Report for the Company on Form 10-K
for any Fiscal Year, as filed with the SEC, within 90 days after the end of such Fiscal Year, such Form 10-K shall satisfy all requirements of paragraph (a) of this Section 7.01 with respect to such Fiscal Year and
(ii) in the event that the Company delivers (or posts) to the Administrative Agent a Quarterly Report for the Company on Form 10-Q for any Fiscal Quarter, as filed with the SEC, within 45 days after the end of such Fiscal Quarter,
such Form 10-Q shall satisfy all requirements of paragraph (b) of this Section 7.01 with respect to such Fiscal Quarter to the extent that it contains the information required by such paragraph (b); in each case to
the extent that information contained in such Form 10-K or Form 10-Q satisfies the requirements of paragraphs (a) or (b) of this Section 7.01, as the case may be. 

7.02 Compliance Certificates. Commencing with the delivery of the financial statements required pursuant to Section 7.01(a) for
the first full Fiscal Quarter ending after the Closing Date, deliver to the Administrative Agent for distribution to the Lenders within the required time period for delivery of 

  
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financial statements required pursuant to Section 7.01(a) and Section 7.01(b), Compliance Certificates signed by a Responsible Officer. 

ARTICLE VIII 
 NEGATIVE COVENANTS

 So long as the Termination Conditions have not been satisfied, each Borrower shall, and shall cause each of the Restricted Subsidiaries
to comply with the following covenants: 
 8.01 Mergers, Consolidations and Asset Sales. Neither the Borrowers nor any Restricted
Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or make any Asset Sale, except for: 

(a) Asset Sales of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of
business and Asset Sales of property no longer used, useful or economically practicable to maintain in the conduct of the business of the Borrowers and the Restricted Subsidiaries (including the termination or assignment of Contractual Obligations
(other than the Master Lease or any Similar Leases) to the extent such termination or assignment does not have a Material Adverse Effect); 

(b) Asset Sales of inventory and other property in the ordinary course of business; 

(c) Asset Sales of equipment to the extent that (i) such property is exchanged for credit against the purchase price of
similar replacement property or (ii) the proceeds of such Asset Sale are applied to the purchase price of such replacement property, in each case within 180 days of receiving the proceeds of such Asset Sale; 

(d) Asset Sales of any property which does not then comprise Collateral; provided that (i) at the time of such
Asset Sale, no Event of Default then exists or would arise therefrom, (ii) such Asset Sale shall be, in the good faith determination of the Company, for fair market value, (iii) Borrowers or the Restricted Subsidiaries shall receive not
less than 75% of such consideration in the form of cash or Cash Equivalents, and (iv) the Net Available Proceeds therefrom shall be applied as specified in Section 2.04(b)(i); 

(e) [reserved]; 

(f) [reserved]; 

(g) any Restricted Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or
surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided that if the continuing or surviving Person in any such merger will own or otherwise hold all or any portion of the Collateral, such continuing or surviving
Person shall be (or become in accordance with Section 6.08) a Guarantor; 
 (h) mergers and consolidations to
effect a mere change in the jurisdiction or form of organization of a Borrower or any Restricted Subsidiary; provided that, after giving effect to any such merger or consolidation involving any Borrower or Guarantor, the surviving Person
shall be organized under the laws of the United States of America, any state thereof or the District of Columbia; 

  
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 (i) dissolutions or liquidations of any Restricted Subsidiary; provided
that if the transferor of any assets subject to such dissolution and liquidation is a Loan Party, then (x) the transferee must be a Loan Party, (y) if the transferee is a Restricted Subsidiary that is not a Loan Party, then the transfer
pursuant to such dissolution or liquidation shall be deemed to be an Investment which must be incurred in accordance with Section 8.06 or (z) if the transferee is not a Restricted Subsidiary, then the transfer pursuant to such
dissolution or liquidation shall be deemed to be an Asset Sale and must be made in accordance with another clause of this Section 8.01; 

(j) the Borrowers or any Restricted Subsidiary may merge with any Person, provided that (i) the Company or a
Restricted Subsidiary is the surviving Person, (ii) such merger is otherwise permitted as an Investment under Section 8.06, (iii) no Event of Default shall have occurred and be continuing or result therefrom, (iv) the
financial condition of the Company and its Subsidiaries is determined by the Company to not be adversely affected thereby, as evidenced by a certificate of a Responsible Officer and (v) the Borrowers and the Restricted Subsidiaries execute such
amendments to the Loan Documents as may be requested by the Administrative Agent to assure the continued effectiveness of the Guaranty and the continued priority and perfection of any Liens granted in favor of the Administrative Agent by such
Persons; 
 (k) Asset Sales of any Property (other than Collateral) to the extent constituting an Investment permitted by
Section 8.06 (other than Section 8.06(o)); 
 (l) Asset Sales of (x) assets (other than
Collateral) hereafter acquired pursuant to a Permitted Acquisition or Investment which assets are not used or useful to the principal business of the Company and the Restricted Subsidiaries or (y) any existing assets (other than Collateral) of
the Company or its Subsidiaries which are divested in order to effectuate a Permitted Acquisition or Investment; provided, that not less than 75% of the aggregate consideration received therefrom shall be paid in cash or Cash Equivalents and
the Net Available Proceeds thereof shall be applied as set forth in Section 2.04(b)(i); 
 (m) any sale, transfer
or other Asset Sales required pursuant to any Transfer Agreement; provided, that the Net Available Proceeds thereof shall be applied as set forth in Section 2.04(b)(i); 

(n) any Asset Sales by the Company or any Restricted Subsidiary of property pursuant to a Permitted Sale Leaseback;
provided, that the Net Available Proceeds thereof shall be applied as set forth in Section 2.04(b)(i); 

(o) any Asset Sale by any Borrower or any Restricted Subsidiary to any Borrower or any Restricted Subsidiary; provided
that if any such Asset Sale involves a transfer of all or any portion of the Collateral, then the transferee with respect thereto shall be (or become in accordance with Section 6.08) a Guarantor; 

(p) any sale, transfer or other Asset Sales of any aircraft and any assets directly related to the operation thereof and any
limited liability company or other special purpose vehicle that has been organized solely to own any aircraft and related assets; 

(q) any sales or other dispositions of assets that do not constitute Asset Sales; 

  
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 (r) leases or subleases not interfering in any material respect with the ordinary
conduct of the business of the Loan Parties (which, for the avoidance of doubt, includes the Operating Subleases and similar subleases) and licenses or sublicenses of Intellectual Property made in the ordinary course of business; 

(s) leases (as lessor or sublessor) of real property or personal property to the extent permitted under
Section 8.03; 
 (t) Asset Sales of assets not constituting Collateral sold to MGP (or one of its Subsidiaries)
(and any leases entered into by the Borrowers or their Restricted Subsidiaries in connection therewith) for fair market value so long as the consideration consists of cash, Cash Equivalents, debt assumption and/or Equity Interests in MGM Growth
Properties Operating Partnership; provided that in connection with dispositions of Real Property constituting MGM National Harbor to MGP (or one of its Subsidiaries), the cash consideration (or an assumption in lieu thereof) shall be no less
than the aggregate amount of all third-party project level Indebtedness then existing at MGM National Harbor; 
 (u) Asset
Sales consisting of discounting or forgiveness of accounts receivable in the ordinary course of business or in connection with the collection or compromise thereof; 

(v) (i) termination of leases and Swap Contracts in the ordinary course of business, (ii) the expiration of any option
agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims (including in tort) in the ordinary course of
business; 
 (w) [reserved]; 

(x) Asset Sales permitted by and in accordance with Section 10.3 and Article 36 of the Master Lease and any equivalent
provision in any Similar Lease; 
 (y) the transfer, sale, disposition or other distribution, directly or indirectly, of any
capital stock or other Equity Interests of MGM Growth Properties Operating Partnership, including the transfer, sale, disposition or other distribution of any capital stock or other Equity Interests of a Subsidiary holding any capital stock or other
Equity Interests of MGM Growth Properties Operating Partnership; provided that in the event that such transfer, sale, disposition or other distribution is not to a Borrower or a Restricted Subsidiary, the consideration thereof shall consist
of Cash, Cash Equivalents and/or Equity Interests of MGM Growth Properties and the Net Available Proceeds thereof shall be applied as set forth in Section 2.04(b)(i); 

(z) any Asset Sale consisting of the grant of Acceptable Land Use Arrangements; and 

(aa) the settlement or early termination of any Permitted Bond Hedging Transaction and the settlement or early termination of
any related Permitted Warrant Transaction. 
 8.02 Limitation on Lines of Business. Neither the Borrowers nor any Restricted
Subsidiary shall make any material change in the general nature of the business of the Company and its Restricted Subsidiaries as conducted on the Closing Date (it being acknowledged that any similar, complementary, 

  
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ancillary or related businesses are not material changes in the general nature of the business of the Company and its Restricted Subsidiaries). 

8.03 Liens. Neither the Borrowers nor any Restricted Subsidiary shall create, incur, grant or assume, directly or indirectly, any Lien
on any Property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: 

(a) Permitted Encumbrances; 

(b) Liens securing the Obligations under the Loan Documents, Secured Cash Management Agreements and Secured Hedge Agreements;

 (c) Liens in existence on the Closing Date and Liens relating to any refinancing of the obligations secured by such Liens;
provided, that such Liens do not encumber any Property other than the Property (including proceeds) subject thereto on the Closing Date; 

(d) purchase money Liens securing Indebtedness and Capital Leases permitted under Section 8.04(d); provided,
that any such Liens attach only to the property being financed pursuant to such purchase money Indebtedness or Capital Leases (or refinancings thereof and) directly related assets, including proceeds and replacements thereof; 

(e) Liens granted on the Equity Interests in a Person which is not a Borrower or a Restricted Subsidiary; including customary
rights of first refusal, “tag-along” and “drag-along” rights, transfer restrictions and put and call arrangements with respect to the Equity Interests of any Joint Venture pursuant to any Joint Venture or similar agreement; 

(f) Liens securing Indebtedness incurred in accordance with Section 8.04(g); provided, that (i) such
Liens do not apply to any other Property of the Borrowers or the Restricted Subsidiaries not securing such Indebtedness at the date of the related Permitted Acquisition or Investment and (ii) such Lien is not created in contemplation of or in
connection with such Permitted Acquisition or Investment; 
 (g) Liens in respect of Permitted Sale Leasebacks, limited to
the Property subject to such Permitted Sale Leaseback; 
 (h) Liens securing Indebtedness incurred in accordance with
Section 8.04(m); provided, that such Liens shall not extend to any Collateral; 
 (i) other Liens securing
Indebtedness outstanding in an aggregate principal amount of $75,000,000; 
 (j) (i) Liens pursuant to the Master Lease or
any Similar Lease (including any Liens, bonds or other security required pursuant to Section 41.14 of the Master Lease and any equivalent provision in any Similar Lease), which Liens are limited to the leased property under the applicable lease
and granted to the landlord under such lease for the purpose of securing the obligations of the tenant under such lease to such landlord, (ii) Liens on cash and Cash Equivalents (and on the related escrow accounts or similar accounts, if any)
required to be paid to the lessors (or lenders to such lessors) under such leases or maintained in escrow account or similar 

  
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account pending application of such proceeds in accordance with the applicable lease and (iii) Liens in favor of the lessor under the MGM National Harbor Hotel and Casino Ground Lease. 

(k) Liens securing Indebtedness permitted under Section 8.04(b) on any property which does not then comprise
Collateral in an aggregate principal amount of $75,000,000; provided that the counterparty to such Swap Contract is a wholesale counterparty or an affiliate of such a wholesale counterparty; and 

(l) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of
Indebtedness; 
 (m) Liens securing Interim Intercompany Indebtedness; provided that (i) such Liens secure only assets
sold to MGP or one of its Subsidiaries in connection with Section 8.01(t), (ii) to the extent such Liens remain outstanding after the date that is fifteen (15) days after the original incurrence of such Indebtedness, such Liens
shall no longer be permitted to be incurred pursuant to this clause (m) and must otherwise be permitted pursuant to another provision of this Section 8.03 and (iii) to the extent such Interim Intercompany Indebtedness is
extended, refinanced, renewed or replaced no Liens securing any replacement Indebtedness shall be permitted to be incurred pursuant to this clause (m); 

provided that this Section 8.03 shall not be effective to prohibit the Liens with respect to securities issued by any gaming licensee to
the extent that appropriate or required approvals of this covenant have not been obtained under applicable Gaming Laws. 
 For purposes of determining
compliance with this Section 8.03, (i) in the event that the creation or imposition of any Lien upon or with respect to any Property (or any portion thereof) meets the criteria of more than one of the categories of permitted Liens
described in clauses (a) through (m) above, the Borrowers may, in their sole discretion, at the time of creation or imposition, divide, classify or reclassify, or at any later time divide, classify or reclassify, such Lien (or any portion
thereof) and will only be required to include the interest encumbered by such Lien in one or more of the above clauses; provided that the Liens securing the Obligations under the Loan Documents shall at all times be deemed to have been
incurred pursuant to clause (b) above. 
 8.04 Indebtedness. Neither the Borrowers nor any of the Restricted Subsidiaries will
incur any Indebtedness, except: 
 (a) Existing Indebtedness and any Permitted Refinancings thereof; 

(b) obligations (contingent or otherwise) existing or arising under any Swap Contract (including any Secured Hedge Agreements)
entered into for the purpose of mitigating risks associated with fluctuations in interest rates (including both fixed to floating and floating to fixed contracts), foreign exchange rates or commodity price fluctuations in a non-speculative manner;

 (c) Indebtedness under the Loan Documents and Secured Cash Management Agreements; 

(d) Capital Leases and Indebtedness secured by purchase money Liens in an aggregate outstanding principal amount not to exceed
$100,000,000 at any time; 

  
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 (e) Indebtedness incurred in connection with any Permitted Sale Leaseback and any
Permitted Refinancing in respect thereof; 
 (f) Indebtedness of any Borrower or Restricted Subsidiary owed to a Borrower or
Restricted Subsidiary; provided that Indebtedness of any Restricted Subsidiary that is not a Loan Party owing to any Borrower or any Loan Party shall be subject to Section 8.06 (for the avoidance of doubt, other than Sections
8.06(d) or (o)); 
 (g) Indebtedness (x) of a Person that becomes a Restricted Subsidiary after the date
hereof, that existed at the time such Person became a Restricted Subsidiary and was not created (but may have been amended) in anticipation or contemplation thereof and (y) assumed in connection with any Investment permitted under this
Agreement which was not incurred to finance that Investment or created (but may have been amended), incurred or assumed in contemplation of that Investment; provided that the Total Net Leverage Ratio, on a Pro Forma Basis after giving effect
to such acquisition (and the related incurrence or assumption of any Indebtedness), as of the end of the most recently ended Test Period, as if such acquisition (and any related incurrence or assumption of Indebtedness) had occurred on the first day
of such relevant Test Period, does not exceed the greater of (A) the Total Net Leverage Ratio as of the most recently ended Test Period and (B) 6.00:1.00 (and any Permitted Refinancings in respect thereof); 

(h) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts,
commercial credit cards, stored value cards, purchasing cards and treasury management services, including any obligations pursuant to Cash Management Agreement, and other netting services, overdraft protections, automated clearing-house
arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign
exchange management, and, in each case, similar arrangements and otherwise in connection with cash management, including cash management arrangements among the Company and its Subsidiaries; 

(i) Guaranty Obligations of Borrowers or any Restricted Subsidiary in respect of any Indebtedness or other obligations of the
Borrowers and the Restricted Subsidiaries not prohibited hereunder; 
 (j) subject to the conditions set forth in
Section 8.06(k), 8.06(n), 8.06(w), or 8.06(cc), as applicable, Guaranty Obligations of the Indebtedness of Unrestricted Subsidiaries or Joint Ventures (which Guaranty Obligations shall for the avoidance of doubt
reduce amounts available pursuant to Section 8.06(k), 8.06(n), 8.06(w), or 8.06(cc), as applicable, on a dollar-for-dollar basis) (measured at the time made), if the applicable dollar limitations set forth in
Section 8.06(k), 8.06(n), 8.06(w), or 8.06(cc), as the case may be, would not be exceeded after giving effect to such incurrence when aggregated (without duplication) with all Guaranty Obligation incurred pursuant to
this clause (j) in reliance on the applicable clause of Section 8.06 if such Guaranty Obligation were being incurred as an Investment thereunder; 

(k) [reserved]; 

(l) [reserved]; 

  
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 (m) other Indebtedness (including Convertible Debt) of the Company and/or one or
more Restricted Subsidiaries so long as on the date of incurrence thereof, the Company and its Restricted Subsidiaries are in compliance on a Pro Forma Basis with (i) a Total Net Leverage Ratio that is 0.25:1.00 less than the then applicable
Total Net Leverage Ratio set forth in Section 8.12(a) and (ii) Sections 8.12(b) and (c), and any Permitted Refinancing in respect thereof (the “Ratio Debt Basket”); 

(n) Indebtedness of any Subsidiary supported by a Letter of Credit in an aggregate principal amount not to exceed the stated
amount of such Letter of Credit (but which stated amount may include the amount of any anticipated premiums, expenses (including upfront fees and original issue discount) and any accretion in the principal amount thereof); 

(o) contractual indemnity obligations entered into in the ordinary course of business in connection with the normal course of
operation of its casinos and other property; 
 (p) without duplication of any other Indebtedness, all premiums (if any),
interest (including post-petition interest and payment in kind interest), accretion or amortization of original issue discount, fees, expenses and charges with respect to Indebtedness permitted hereunder; and 

(q) Interim Intercompany Indebtedness; provided that (i) to the extent such Indebtedness remains outstanding after the
date that is fifteen (15) days after the original incurrence thereof, such Indebtedness shall no longer be permitted to be incurred pursuant to this clause (q) and must otherwise be permitted under another provision of this
Section 8.04 and (ii) to the extent such Indebtedness is extended, refinanced, renewed or replaced such extension, refinancing, renewal or replacement, as applicable, shall not be permitted pursuant to this clause (q). 

For purposes of determining compliance with this Section 8.04, in the event that an item of Indebtedness (or any portion thereof)
meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (q) above, the Borrowers may, in their sole discretion, at the time of incurrence, divide, classify or reclassify, or at any later time
divide, classify or reclassify, such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding
under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (c). 
 8.05 Payments of
Certain Indebtedness. The Borrowers or the Restricted Subsidiaries will not, nor will they permit any Restricted Subsidiary to, voluntarily prepay, redeem, purchase, defease or otherwise satisfy any Prepayment Restricted Indebtedness, except:

 (a) regularly scheduled or required repayments or redemptions of such Indebtedness; 

(b) to the extent exchanged for Equity Interests in the Company or using the proceeds of the issuance of Equity Interests in
the Company; 
 (c) additional Prepayment Restricted Indebtedness in an aggregate principal amount not to exceed
$200,000,000; 
 (d) additional Prepayment Restricted Indebtedness so long as (i) no Default or Event of Default shall
have occurred and be continuing or would result therefrom at the time of, at the Company’s discretion, delivery of irrevocable notice with respect thereto or incurrence thereof 

  
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and (ii) the Total Net Leverage Ratio shall not exceed 4.00 to 1.00 calculated on a Pro Forma Basis as of the end of the most recently ended Test Period; 

(e) Prepayment Restricted Indebtedness in an aggregate principal amount not to exceed the portion, if any, of the Available
Amount on the date of such prepayment, redemption, purchase, defeasance or satisfaction that the Company elects to apply to this Section 8.05(e), such election to be specified in a written notice (which may be the Compliance Certificate)
of a Responsible Officer calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided that (i) no Default or Event of Default shall have
occurred and be continuing or would result therefrom at the time of, at the Company’s discretion, delivery of irrevocable notice with respect thereto or incurrence thereof and (ii) the Total Net Leverage Ratio shall not exceed 6.00:1.00
calculated on a Pro Forma Basis as of the end of the most recently ended Test Period; 
 (f) pursuant to refinancings of such
Indebtedness permitted under Section 8.04, including pursuant to Permitted Refinancings; 
 (g) so long as no
Event of Default has occurred and is continuing or would result therefrom at the time of, at the Company’s discretion, delivery of irrevocable notice with respect thereto or incurrence thereof, prepayments, redemptions, purchases, defeasances
or satisfactions of any Prepayment Restricted Indebtedness within 364 days prior to the final maturity date of such Prepayment Restricted Indebtedness; 

(h) the prepayment of the Loans in accordance with the terms of this Agreement; 

(i) any redemption within 60 days after the date of a redemption notice with respect thereto, if at the date of such notice,
the redemption notice would have complied with the provisions hereof; and 
 (j) Prepayment Restricted Indebtedness pursuant
to or in connection with the Transactions. 
 8.06 Investments, Loans and Advances. Neither Borrowers nor any Restricted Subsidiary
will make any Investment, except for the following: 
 (a) Investments consisting of Cash Equivalents at the time made; 

(b) advances to officers, directors and employees of Borrowers or the Restricted Subsidiaries in the ordinary course of
business for travel, entertainment, relocation and analogous ordinary business purposes; 
 (c) Investments outstanding on
the Closing Date; 
 (d) Investments by the Company and its Restricted Subsidiaries in the Borrowers and Restricted
Subsidiaries and Investments in Indebtedness of the Borrowers and the Restricted Subsidiaries permitted by Section 8.04(f); 

(e) (i) Investments consisting of extensions of credit in the nature of accounts receivable, notes receivable or other advances
(including letters of credit and cash collateral) arising 

  
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from the grant of trade credit or similar arrangements with suppliers, distributors, tenants, licensors or licensees in the ordinary course of business, (ii) Investments 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 (iii) Investments in securities of trade creditors or customers received pursuant to
any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in settlement of delinquent or overdue accounts in the ordinary course of business; 

(f) Guaranty Obligations permitted by Section 8.04 (other than pursuant to clause (j) thereof) and
guarantees of obligations not constituting Indebtedness; 
 (g) Investments in Swap Contracts permitted under
Section 8.04(b); 
 (h) (i) Guaranty Obligations pursuant to the Master Lease and any Similar Leases and
(ii) operating leases and subleases of any real or personal property in the ordinary course of business (which, for the avoidance of doubt, includes the Master Lease and any Similar Leases and the Operating Subleases and similar subleases under
any Similar Lease); 
 (i) Permitted Acquisitions (and Investments in Subsidiaries to facilitate Permitted Acquisitions);
provided that the Company shall have the ability to incur at least $1.00 of additional Indebtedness under the Ratio Debt Basket calculated on a Pro Forma Basis as of the end of the most recently ended Test Period; 

(j) Investments made substantially contemporaneously with the issuance by the Company of any Convertible Debt in derivative
securities or similar products purchased by the Company in connection therewith linked to Equity Interests underlying such Convertible Debt; 

(k) Investments in an aggregate outstanding amount not at any time to exceed the portion, if any, of the Available Amount on
the date of such Investment that the Company elects to apply to this Section 8.06(k), such election to be specified in a written notice (which may be the Compliance Certificate) of a Responsible Officer calculating in reasonable detail
the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied; provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and
(ii) the Total Net Leverage Ratio shall not exceed (i) from the Closing Date through June 29, 2017, 6.50:1.00 calculated on a Pro Forma Basis as of the end of the most recently ended Test Period and (ii) from June 30, 2017
and thereafter, 6.00:1.00 calculated on a Pro Forma Basis as of the end of the most recently ended Test Period; 
 (l)
Investments in an aggregate amount not to exceed $750,000,000 at any one time outstanding; 
 (m) any acquisition or
Investment to the extent made using Equity Interests of the Company (other than Disqualified Equity Interests); 
 (n)
Investments consisting of the transfer of any Real Property to an Unrestricted Subsidiary or Joint Venture for the purpose of facilitating its development or re-development, provided that (i) no Event of Default exists or would result
therefrom, (ii) the aggregate fair market value of all Real Property subject to this Section 8.06(n) does not exceed $100,000,000 in the aggregate, (iii) such Property does not, in the reasonable opinion of the Company,
constitute a 

  
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material functional element of the developed footprint of any Mortgaged Real Property, (iv) such development or re-development, in the reasonable opinion of the Company, may not reasonably
be expected to materially interfere with the operation of the business conducted at the remainder of Mortgaged Real Property (other than temporary construction disruption which is reasonable in relation to the anticipated benefits of the development
or re-development) or materially impair the value of the remaining Mortgaged Real Property and (v) to the extent such Real Property is Mortgaged Real Property, the Administrative Agent, for the benefit of the Secured Parties, is granted a
perfected First Priority Lien in the Equity Interests in such Unrestricted Subsidiary or Joint Venture prior to or concurrently with such Investment; 

(o) to the extent constituting Investments, transactions expressly permitted under Sections 8.01 (other than
Section 8.01(k)), 8.03, 8.04 (other than Section 8.04(j)) and 8.07 (other than Section 8.07(d)); 

(p) Investments arising as a result of Permitted Sale Leasebacks; 

(q) Investments in the Insurance Subsidiaries, provided, that Investments in the Insurance Subsidiaries pursuant to this
Section 8.06(q) following the Closing Date shall not exceed $200,000,000 in the aggregate; 
 (r) [reserved];

 (s) Investments consisting of (i) Guaranty Obligations to landlords and contractors (and letters of credit in lieu of
Guaranty Obligations) in the ordinary course of business, (ii) loans and other extensions of credit to tenants in the ordinary course of business so long as the proceeds of which are primarily used for tenant improvements, and (iii) loans
and other extensions of credit to contractors in the ordinary course of business in order to facilitate the purchase of machinery, tools and other equipment by such contractor; 

(t) [reserved]; 

(u) Investments arising as a result of the Transactions, the Master Lease and any Similar Leases (including any Liens, bonds or
other security required pursuant to Section 41.14 of the Master Lease and any equivalent provision in any Similar Lease and the Company’s guaranty of the Master Lease and any Similar Lease); 

(v) Investments of a Person that becomes a Restricted Subsidiary after the date hereof, that existed at the time such Person
became a Restricted Subsidiary and was not created in anticipation or contemplation thereof; 
 (w) additional Investments;
provided that at the time of making such Investments, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Net Leverage Ratio shall not exceed 4.00 to 1.00 calculated
on a Pro Forma Basis as of the end of the most recently ended Test Period; 
 (x) obligations of the Company with respect to
indemnifications of title insurance companies issuing title insurance policies in relation to construction liens; 

  
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 (y) Investments in CityCenter Holdings (in addition to those otherwise permitted
by this Section 8.06) in an amount not to exceed $50,000,000 following the Closing Date; 
 (z) [reserved]; 

(aa) Investments made by Company or any Restricted Subsidiary as a result of consideration received in connection with an Asset
Sale made in compliance with Section 8.01 (other than Section 8.01(k)); 
 (bb) Investments in the
nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business; 

(cc) payments with respect to any Qualified Contingent Obligations, so long as, at the time such Qualified Contingent
Obligation was incurred or, if earlier, the agreement to incur such Qualified Contingent Obligations was entered into, such Investment was permitted under this Agreement; 

(dd) [reserved]; 

(ee) guarantees by the Borrowers or any Restricted Subsidiary of operating leases (other than Capital Leases) or of other
obligations that do not constitute Indebtedness, in each case entered into by the Borrowers or any Restricted Subsidiary in the ordinary course of business; and 

(ff) Permitted Bond Hedge Transactions which constitute Investments. 

For purposes of this Section 8.06, (i) at the time of any Designation of any Subsidiary as an Unrestricted Subsidiary, the Company shall be
deemed to have made an Investment in an amount equal to its direct or indirect pro rata ownership interest in the fair market value of the net assets of such Subsidiary at the time of such Designation; provided, however, that to
the extent a Joint Venture becomes a Subsidiary and is substantially concurrently designated as an Unrestricted Subsidiary, the amount deemed invested will not include amounts previously invested in compliance with this Section 8.06 and
(ii) at the time of Revocation of any such Designation, the amount of Investments otherwise then available to be made under clauses (k) or (n) of this Section 8.06 shall be deemed increased by (x) the
amount of deemed Investment made under such clauses (k) and (n) pursuant to the immediately preceding clause (i) plus (y) the amount of Investments in such Subsidiary made since its Designation as an
Unrestricted Subsidiary pursuant to such clauses (k) and (n). 
 For purposes of determining compliance with this
Section 8.06, in the event that an Investment (or any portion thereof) meets the criteria of more than one of the categories of Investment described in clauses (a) through (ff) above, the Borrowers may, in their sole
discretion, at the time of incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such Investment (or any portion thereof) and will only be required to include the amount and type of such Investment in one
or more of the above clauses. 
 8.07 Restricted Payments. Neither the Borrowers nor the Restricted Subsidiaries shall at any time,
directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: 

  
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 (a) each Restricted Subsidiary may make Restricted Payments to the Company, any
of the Company’s Subsidiaries that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted
Payment is being made (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrowers and their Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary based on their
relative ownership interests and to the extent required under the organizational documents of any non-wholly owned Restricted Subsidiary, based on the formulation required in such organizational documents) 

(b) the Company and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in
the common stock or other common Equity Interests of such Person; 
 (c) the Company may pay any dividend within 60 days
after the date of the declaration thereof if at the date of such declaration or notice, the dividend would have complied with the provisions of this Section 8.07, 

(d) a Restricted Subsidiary may issue Equity Interests to the extent constituting an Asset Sale permitted by
Section 8.01 or Investment permitted by Section 8.06 (other than Section 8.06(o)); 
 (e)
a Restricted Subsidiary may issue Equity Interests in additional, newly formed Restricted Subsidiaries; 
 (f) the Company
and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed $100,000,000; 
 (g) the
Company and its Restricted Subsidiaries may make Restricted Payments from and after the Closing Date in an aggregate amount not to exceed the Available Amount on the date of such Restricted Payment that the Company elects to apply to this
Section 8.07(g), such election to be specified in a written notice (which may be the Compliance Certificate) of a Responsible Officer calculating in reasonable detail the amount of Available Amount immediately prior to such election and
the amount thereof elected to be so applied; provided (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Net Leverage Ratio shall not exceed 6.00:1.00 calculated on
a Pro Forma Basis as of the end of the most recently ended Test Period; 
 (h) the Company and its Restricted Subsidiaries
may make additional Restricted Payments; provided that at the time of making such Restricted Payments, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Total Net
Leverage Ratio shall not exceed 4.00 to 1.00 calculated on a Pro Forma Basis as of the end of the most recently ended Test Period; 

(i) the Borrowers may make Restricted Payments on the Closing Date pursuant to or in connection with the Transactions; 

(j) the Company and its Restricted Subsidiaries may make Restricted Payments in connection with the payment of amounts
necessary to repurchase Indebtedness or Equity Interests of the Borrowers or any Subsidiary to the extent required by any Gaming Authority having jurisdiction over the Borrowers or any Subsidiary in order to avoid the License Revocation, suspension,
or denial of a Gaming License by that Gaming Authority; provided that after giving effect to any such Restricted Payments the Company and its Restricted Subsidiaries are in compliance with Section 8.12 determined on a Pro Forma


  
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Basis as of the end of the most recently ended Test Period; provided further that, in the case of any such repurchase of Equity Interests of the Borrowers or any Subsidiary, if such
efforts do not jeopardize any Gaming License, the Borrowers or any such Subsidiary will have previously attempted to find a suitable purchaser for such Equity Interests and no suitable purchaser acceptable to the applicable Gaming Authority was
willing to purchase such Equity Interests on terms acceptable to the holder thereof within a time period acceptable to such Gaming Authority; 

(k) the making of cash payments in connection with any conversion of Convertible Debt in an aggregate amount since the Closing Date not to
exceed the sum of (i) the principal amount of such Convertible Debt plus (ii) any payments received by the Company or any of its Restricted Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Bond
Hedge Transaction; and 
 (l) any payments in connection with (i) a Permitted Bond Hedge Transaction and (ii) the settlement of any
related Permitted Warrant Transaction (A) by delivery of shares of Company’s common stock upon settlement thereof or (B) by (1) set-off against the related Permitted Bond Hedge Transaction or (2) payment of an early
termination amount thereof in common stock upon any early termination thereof. 
 8.08 Limitation on Certain Restrictions Affecting
Subsidiaries. None of the Borrowers or the Restricted Subsidiaries shall enter into or permit to exist any Contractual Obligation that limits the ability (a) of any Restricted Subsidiary to make Restricted Payments to the Company, or
(b) of the Borrowers or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations; provided that the foregoing clauses (a) and (b) shall not
apply to Contractual Obligations which exist under or by reason of: (i) applicable law, rule, regulation or order (including requirements imposed by any Gaming Authority), (ii) this Agreement, the other Loan Documents, any Secured Hedge
Agreement or any Secured Cash Management Agreement, (iii) any documents governing any Permitted Refinancings and any agreement effecting a refinancing, replacement or substitution, extension, renewal or restructuring of Indebtedness issued,
assumed or incurred pursuant to an agreement or instrument permitted under this Agreement, (iv) customary provisions restricting subletting, transfer, license or assignment of any lease governing any leasehold interest of the Borrowers or any
of their Restricted Subsidiaries or otherwise relating to the assets subject thereto, (v) customary provisions restricting transfer, license or assignment of any licensing agreement or other contract (or otherwise relating to the assets subject
thereto) entered into by the Borrowers or any of their Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset or Subsidiary or the payment of dividends or other distributions or the making of
loans or advances by that Subsidiary pending the close of the sale of such asset or Subsidiary, (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 8.03; (viii) any agreement or instrument
incurred or assumed in connection with a Permitted Acquisition or other permitted Investment, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or
assets of the Person acquired pursuant to the respective Permitted Acquisition or permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of
the respective Permitted Acquisition or permitted Investment; (ix) restrictions applicable to any Unrestricted Subsidiary or any Joint Venture (or the Equity Interests thereof); (x) customary negative pledges and restrictions on Liens in
favor of any holder of Indebtedness for borrowed money permitted under Section 8.04; (xi) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course
of business; (xii) Contractual Obligations which (x) exist on the Closing Date and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, or any agreement
evidencing 

  
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any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (taken as a
whole) materially less favorable to the Lenders; (xiii) restrictions binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company, so long as such Contractual Obligations were
not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Company; (xiv) restrictions on (x) cash or other deposits constituting Permitted Encumbrances and other Liens permitted by
Section 8.03 or (y) cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; (xv) encumbrances or restrictions contained in the Master Lease and any Similar Leases and customary
encumbrances or restrictions contained in other leases relating to the property subject to such lease; (xvi) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements
and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person or provisions in agreements or instruments which prohibit the payment of dividends or the
making of other distributions with respect to any class of capital stock of a Person other than on a pro rata basis, (xvii) other restrictions or encumbrances that are, in the good faith judgment of the Borrowers, not materially more
restrictive with respect to such encumbrances and other restrictions, taken as a whole, than the corresponding restrictions or encumbrances hereunder and (xviii) any transactions pursuant to Section 8.01(t),
Section 8.03(m) and Section 8.04(q). 
 8.09 Transactions with Affiliates. Neither the Borrowers nor any of
the Restricted Subsidiaries shall hereafter enter into any transaction of any kind with any of their Affiliates (other than the Borrowers or any Restricted Subsidiary) with a value in excess of $50,000,000 in the aggregate for any transaction or
series of related transactions, other than on terms and conditions (taken as a whole) that are not materially less favorable to the Company or such Restricted Subsidiary as would be obtainable by the Company or such Restricted Subsidiary at the time
in a comparable arm’s length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted: 

(i) license or lease agreements with any Unrestricted Subsidiary or Joint Venture on terms which, taken as a whole together
with all related transactions with such Unrestricted Subsidiary or Joint Venture, are commercially reasonable; 
 (ii) other
agreements and transactions in the ordinary course of business (and reasonable extensions of such course of business) with, or for the benefit of, any Unrestricted Subsidiary or Joint Venture on terms which are materially consistent with the past
practices of the Company; 
 (iii) any agreement by an Unrestricted Subsidiary or Joint Venture to pay management,
development or other similar fees to the Loan Parties directly or indirectly relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs; 

(iv) transactions related to the issuance, sale or transfer of the Equity Interests of the Borrowers to any parent entity,
including in connection with capital contributions by such parent entity to such Borrower or any Restricted Subsidiary; 

(v) transactions undertaken for the purpose of improving the consolidated tax efficiency of any parent entity of the Borrowers
and/or the Restricted Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to the Borrowers and the Restricted Subsidiaries (as determined by the Borrowers in good faith); 

  
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 (vi) payments of compensation, perquisites and fringe benefits arising out of any
employment or consulting relationship in the ordinary course of business; 
 (vii) transactions between or among the
Borrowers and/or any Restricted Subsidiary of the Borrowers; 
 (viii) employment and severance arrangements between the
Borrowers or any of their Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; 

(ix) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors,
managers, officers, employees and consultants of the Borrowers and their Subsidiaries in the ordinary course of business to the extent attributable to the ownership, management or operation of the Borrowers and their Subsidiaries; 

(x) the Transactions and the payment of fees and expenses in connection therewith; 

(xi) Investments permitted by Section 8.06, Restricted Payments permitted by Section 8.07, Indebtedness
permitted by Section 8.04(f), (g), (i), (j) and (q), Asset Sales permitted by Section 8.01(g), (h), (i), (j), (o), (t) and (x) and Liens
permitted by Section 8.03(a); 
 (xii) the exercise by the Company of rights under derivative securities linked
to Equity Interests underlying Convertible Debt or similar products purchased by the Company in connection with the issuance of such Convertible Debt and (ii) any termination fees or similar payments in connection with the termination of
warrants or other Equity Interests issued in connection with such Convertible Debt; 
 (xiii) transactions and agreements
disclosed or referred to in MGP Form S-11 registration statement as filed with the SEC on or prior to the Closing Date (in each case, including any amendment, modification or extension thereto to the extent such amendment, modification or extension,
taken as a whole, is not (i) adverse to the Lenders in any material respect or (ii) more disadvantageous to the Lenders than the relevant transaction in existence on the Closing Date in any material respect); 

(xiv) agreements with Joint Ventures and Unrestricted Subsidiaries to facilitate arrangements permitted by clauses (d),
(e), (j) and (ee) of the definition of “Permitted Encumbrances”; 
 (xv) future leases
and subleases between the Company or its Restricted Subsidiaries and MGP or its Subsidiaries to the extent any such future lease or sublease is not adverse to the Lenders in any material respect; or 

(xvi) completion guarantees in favor of Unrestricted Subsidiaries and Joint Ventures consistent with past practice. 

  
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 8.10 Limitation on Changes to Fiscal Year. The Company shall not change its Fiscal Year
end (December 31 of each year) unless required to do so by law or by then prevailing auditing standards or at the request of any Governmental Authority. 

8.11 Restrictions Applicable to the Designated Restricted Entities. The Company will not permit any Designated Restricted Entity to
(i) wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or make any Asset Sale, except for (x) subject to approval by the applicable Gaming Authority or permitted by applicable Gaming Laws,
Asset Sales of any Property to, or any liquidation, dissolution or transaction of merger or consolidation with, the Borrowers or the Restricted Subsidiaries, (y) Asset Sales of the type described in Sections 8.01(a), (b),
(c), (q), (r), (s), (u), (v) and (y), and, subject to approval by the applicable Gaming Authority or permitted by applicable Gaming Laws, (z) Asset Sales in an aggregate principal amount not
to exceed $25,000,000, (ii) create, incur, grant or assume, directly or indirectly, any Lien on any Property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except for, (x) Liens of
the type permitted by Sections 8.03(a), (c), (e), (j) and (l), (y) purchase money Liens securing Indebtedness and Capital Leases permitted under Section 8.11(iii)(y); provided, that any
such Liens attach only to the property being financed pursuant to such purchase money Indebtedness or Capital Leases (or refinancings thereof and) directly related assets, including proceeds and replacements thereof and (z) other Liens securing
Indebtedness outstanding in an aggregate principal amount not to exceed $450,000,000, (iii) incur any Indebtedness, except for (x) Indebtedness of the type described in Sections 8.04(a), (b), (h), (i),
(n), (o) and (p), (y) Capital Leases and Indebtedness secured by purchase money Liens in an aggregate outstanding principal amount not to exceed $75,000,000 at any time and (z) subject to approval by the
applicable Gaming Authority or permitted by applicable Gaming Laws, other Indebtedness in an aggregate outstanding principal amount not to exceed $450,000,000 at any time, (iv) make any Investment, except for (x) subject to approval by the
applicable Gaming Authority or permitted by applicable Gaming Laws, Investments in the Borrowers and Restricted Subsidiaries and (y) Investments of the type described in Sections 8.06(a), (b), (e), (h)(ii),
(bb) and (ee) or (v) enter into any transaction of any kind with any of their Affiliates (other than, subject to approval by the applicable Gaming Authority or permitted by applicable Gaming Laws, the Borrowers or any Restricted
Subsidiary) with a value in excess of $50,000,000 in the aggregate for any transaction or series of related transactions, other than on terms and conditions (taken as a whole) that are not materially less favorable to such Designated Restricted
Entity as would be obtainable by such Designated Restricted Entity at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except for (x) transactions of the type described in Sections 8.09(x),
(xiii), (xiv) and (xv) and (y) any such transactions existing on the Closing Date; provided that if the sum of (1) the aggregate value of the interest in property subject to Asset Sales made by Detroit
and its Subsidiaries plus (2) the aggregate principal amount at any one time outstanding of Indebtedness incurred by Detroit and its Subsidiaries, in each case pursuant to this Section 8.11, exceeds $75,000,000, then Detroit
and its Subsidiaries shall be deemed not to be Designated Restricted Subsidiaries solely for the purposes of the definition of “Borrower Group”; provided, further, that solely for purposes of this Section 8.11,
the reference to “$100,000,000” in the definition of “Asset Sale” shall be deemed to be “$10,000,000”. 
 8.12
Financial Covenants 
 (a) Total Net Leverage Ratio. The Company will not permit the Total Net Leverage Ratio as of the last
day of such Fiscal Quarter (commencing with the first full Fiscal Quarter ending after the Closing Date) ending during the relevant period set forth below to be greater than the corresponding ratio set forth below: 

  
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	 Period
	  	Total Net Leverage Ratio
	 Closing Date through June 29, 2017
	  	6.50:1.00
	 June 30, 2017 through June 29, 2018
	  	5.75:1.00
	 June 30, 2018 through June 29, 2019
	  	5.00:1.00
	 June 30, 2019 through June 29, 2020
	  	4.50:1.00
	 June 30, 2020 and thereafter
	  	4.00:1.00

 (b) First Lien Net Leverage Ratio. The Company will not permit the First Lien Net
Leverage Ratio as of the last day of such Fiscal Quarter (commencing with the first full Fiscal Quarter ending after the Closing Date) ending during the relevant period set forth below to be greater than the corresponding ratio set forth below: 

 

			
	 Period
	  	First Lien Net Leverage Ratio
	 Closing Date through June 29, 2017
	  	3.00:1.00
	 June 30, 2017 through June 29, 2018
	  	3.00:1.00
	 June 30, 2018 through June 29, 2019
	  	2.50:1.00
	 June 30, 2019 through June 29, 2020
	  	2.50:1.00
	 June 30, 2020 and thereafter
	  	2.50:1.00

 (c) Interest Coverage Ratio. The Company will not permit the Interest Coverage Ratio as
of the last day of such Fiscal Quarter (commencing with the first full Fiscal Quarter ending after the Closing Date) ending during the relevant period set forth below to be less than the corresponding ratio set forth below: 

 

			
	 Period
	  	Interest Coverage Ratio
	 Closing Date through June 29, 2017
	  	2.00:1.00
	 June 30, 2017 through June 29, 2018
	  	2.00:1.00
	 June 30, 2018 through June 29, 2019
	  	2.25:1.00
	 June 30, 2019 through June 29, 2020
	  	2.50:1.00
	 June 30, 2020 and thereafter
	  	2.50:1.00


  
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 8.13 Anti-Corruption Laws; Sanctions. No Borrower shall use, directly or indirectly, any
part of the proceeds of the Loans: (i) to make any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation of applicable Anti-Corruption Laws; (ii) to fund or facilitate dealings with a Sanctioned Person in violation of applicable Sanctions; or (iii) in any other
manner that would constitute or give rise to a violation any Sanctions by any party hereto, including any Lender. 
 ARTICLE IX 

EVENTS OF DEFAULT AND REMEDIES 

9.01 Events of Default. Any of the following shall constitute an “Event of Default”: 

(a) any Borrower fails to pay any amount of principal on any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of
L/C Obligations on the date when due; or 
 (b) any Borrower fails to pay any interest on any Loan or L/C Obligation made hereunder, or any
fees, or any portion thereof, within five Business Days after the date when due; or fails to pay any other fee or amount payable to the Lenders under any Loan Document, or any portion thereof, within five Business Days following written demand by
the applicable Creditor Party entitled to such payment; or 
 (c) any Borrower fails to comply with the covenants contained in
Section 7.01(f) or Article VIII (other than the covenant contained in Section 8.02); or 
 (d) the Company or
any other Loan Party fails to perform or observe any other covenant or agreement (not specified in clause (a), (b) or (c) above) contained in any Loan Document on its part to be performed or observed within thirty
days after notice thereof by the Administrative Agent to the Borrowers; or 
 (e) any representation or warranty of a Loan Party made in any
Loan Document shall prove to have been incorrect in any material respect when deemed made; or 
 (f) the Borrowers or the Restricted
Subsidiaries (i) fails to pay the principal, or any principal installment, of any present or future Indebtedness of $250,000,000 or more, or any guaranty of present or future Indebtedness of $250,000,000 or more, on its part to be paid, when
due (or within any stated grace period), whether at the stated maturity, upon acceleration, by failure to make any required prepayment or otherwise or (ii) fails to perform or observe any other term, covenant or agreement on its part to be
performed or observed, or suffers any event of default to occur, in connection with any present or future Indebtedness of $250,000,000 or more, or of any guaranty of present or future Indebtedness of $250,000,000 or more, if as a result of such
failure or sufferance of any holder or holders thereof (or an agent or trustee on its or their behalf) has the right to declare such Indebtedness due before the date on which it otherwise would become due or the right to require the Borrowers or the
Restricted Subsidiaries to be redeemed, purchased, prepaid, defeased or otherwise become due (automatically or otherwise) or an offer to prepay, defease, redeem or purchase, all or any portion of such Indebtedness; or 

(g) any Loan Document, at any time after its execution and delivery and for any reason (other than (i) as expressly permitted hereunder,
(ii) the agreement or action (or omission to act) of the 

  
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Administrative Agent or any of the Lenders, or (iii) satisfaction of the Termination Conditions), ceases to be in full force and effect and, in the reasonable judgment of the Required
Lenders, such circumstance is materially adverse to the interests of the Lenders; or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable in any respect which, in any such event in the reasonable opinion of
the Required Lenders, is materially adverse to the interests of the Lenders; or the Borrowers or the Restricted Subsidiaries denies in writing that it has any or further liability or obligation under any material provision of any Loan Document, or
purports to revoke, terminate or rescind any material provision of any Loan Document; or 
 (h) a final judgment against the Company or any
of its Material Subsidiaries is entered for the payment of money in excess of $250,000,000 (to the extent not paid, not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and does not
dispute coverage or not adequately covered by self-insurance (if applicable)) and, absent procurement of a stay of execution, such judgment remains unsatisfied as of sixty calendar days after the date of entry of judgment and is not released,
discharged, vacated or fully bonded within sixty calendar days after its issue or levy; or 
 (i) any Loan Party or any Material Subsidiary
thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of
such Person and the appointment continues undischarged or unstayed for 90 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to a substantial part of its property consisting of Collateral is instituted
without the consent of such Person and continues undismissed or unstayed for 90 calendar days, or an order for relief is entered in any such proceeding; or 

(j) an ERISA Event shall have occurred that, when taken together with all other such ERISA Events, would reasonably be expected to result in a
Material Adverse Effect; or 
 (k) the occurrence of a License Revocation that continues for (i) fifteen consecutive calendar days with
respect to gaming operations at any Gaming Facility accounting for ten percent or more of the Total Assets or consolidated gross revenues of the Borrowers and Restricted Subsidiaries or (ii) 60 consecutive calendar days with respect to gaming
operations at any Gaming Facility operated on Mortgaged Real Property outside of the State of Nevada; or 
 (l) any Collateral Document after
delivery thereof shall for any reason (other than (i) as expressly permitted hereunder, (ii) the agreement or action (or omission to act) of the Administrative Agent or any of the Secured Parties, (iii) the occurrence of the
Termination Conditions, (iv) any such loss of perfection or priority results from the failure of the Administrative Agent or any Secured Party to take any action within its control, (v) such loss is covered by a lender’s title
insurance policy as to which the insurer has been notified of such loss and does not deny coverage or (vi) such loss of perfected security interest may be remedied by the filing of appropriate documentation without the loss of priority) ceases
to create a valid and perfected First Priority Lien on the Collateral purported to be covered thereby with respect to any material portion of the Collateral and such cessation shall continue for a period of 10 consecutive calendar days; or 

(m) a Change of Control occurs. 

  
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 9.02 Remedies upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall at the request of the Required Lenders take any or all of the following actions: 
 (a) declare the commitment of
each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing
or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Borrower; 

(c) require that the Company Cash Collateralize the L/C Obligations (in an amount equal to an amount equal to 103% of such Outstanding Amount
or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer); and 
 (d) exercise on behalf of itself,
the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the Loan Documents; 

provided, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the
Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all
interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of
the Administrative Agent or any Lender. 
 9.03 Application of Funds. After the exercise of remedies provided for in
Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any
amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: 
 First, to
payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the
Administrative Agent in its capacity as such; 
 Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time
charges for attorneys who may be employees of any Lender or any L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this
clause Second payable to them; 
 Third, to payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third
payable to them; 

  
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 Fourth, to payment of that portion of the Obligations constituting unpaid principal of the
Loans, L/C Borrowings and Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts
described in this clause Fourth held by them; 
 Fifth, to the Administrative Agent for the account of the L/C Issuers,
to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and 
 Last,
the balance, if any, after all of the Obligations have been paid in full, to the Company or as otherwise required by Law. 
 Subject to
Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. 

Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded
from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as
the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the
Administrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto. 

ARTICLE X 
 ADMINISTRATIVE AGENT

 10.01 Appointment and Authority. 

(a) Each of the Lenders and the L/C Issuers hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent
hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and no Borrower shall have any rights as a third party beneficiary of
any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

 (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders
(including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes
of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the
Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any


  
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Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall
be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under
the Loan Documents) as if set forth in full herein with respect thereto. 
 10.02 Rights as a Lender. The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Lenders. 
 10.03 Exculpatory Provisions. The Administrative Agent shall
not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is
continuing; 
 (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that
is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property
of a Defaulting Lender in violation of any Debtor Relief Law; 
 (c) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any
of its Affiliates in any capacity; 
 (d) shall not be liable for any action taken or not taken by it (i) with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in
Sections 10.01 and 10.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be
deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by any Borrower, a Lender or an L/C Issuer; 

  
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 (e) shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or
therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or
the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent; and

 (f) shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with
the provisions of this Agreement relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or
prospective Lender or Participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender. 

10.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C
Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 10.05 Delegation of Duties.
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and
any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of
the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent
shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or
willful misconduct in the selection of such sub-agents. 
 10.06 Resignation of Administrative Agent or L/C Issuer. 

  
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 (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the
L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor; provided that, if no Event of Default shall have occurred and be continuing, then the successor
agent shall be subject to the consent of the Borrowers (which consent of the Borrowers shall not be unreasonably withheld or delayed; provided further that in no event shall a Competitor of Company or any of its Subsidiaries or any
Disqualified Lender be the successor Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of
its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C
Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

 (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (c) of the definition thereof, the
Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent and, in consultation with the Borrowers, appoint a successor; provided that, if
no Event of Default shall have occurred and be continuing, then the successor agent shall be subject to the consent of the Borrowers (which consent of the Borrowers shall not be unreasonably withheld or delayed). If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become
effective in accordance with such notice on the Removal Effective Date. 
 (c) With effect from the Resignation Effective Date or the Removal
Effective Date, as applicable, (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by, or in
the name of, the Administrative Agent on behalf of the Lenders or any L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.06. Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent
(other than as provided in Section 3.01(i) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as
applicable), and the retiring or removed Administrative 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 10.06). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed
Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. 

  
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 (d) Any resignation by Bank of America as Administrative Agent pursuant to this
Section 10.06 shall also constitute its resignation as an L/C Issuer. If Bank of America or any other L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.03(c). Upon the appointment by the Borrowers of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender) and acceptance by such successor
of such appointment, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of such retiring L/C Issuer, (ii) such retiring L/C Issuer shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents, and (iii) 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 such retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit. 

10.07 Non-Reliance on Administrative Agent, Other Lenders and Arrangers. Each Lender and each L/C Issuer acknowledges that it has,
independently and without reliance upon the Administrative Agent, any other Lender, any Arranger or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Lender, any Arranger or any of their Related Parties and based on such documents
and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder. 
 10.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers are
parties to this Agreement or any of the other Loan Documents or have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents in their capacity as such, except in its capacity, as applicable, as the
Administrative Agent, a Lender or an L/C Issuer hereunder. 
 10.09 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 any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(a) 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 Issuers and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under
Sections 2.03, 2.08 and 11.04) allowed in such judicial proceeding; and 
 (b) to collect and receive any monies or
other property payable or deliverable on any such claims and to distribute the same; 

  
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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each 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 Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.08 and 11.04. 

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 any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender
or any L/C Issuer or in any such proceeding. 
 The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction
of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in
such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections
363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or
with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties
shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of
such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition
vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing
for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall
be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through
(i) of Section 11.01 of this Agreement), (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders
shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or
acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because
the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or
debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any
further action. 

  
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 10.10 Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as
a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorize the Administrative Agent: 
 (a) to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon satisfaction of the Termination Conditions, (ii) that is sold, disposed of or transferred or to be sold, disposed of or
transferred as part of or in connection with any sale, disposition or transfer permitted hereunder or under any other Loan Document, (iii) that constitutes Excluded Assets, (iv) if the property subject to such Lien is owned by a Guarantor,
upon the release of such Guarantor from its Guaranty otherwise in accordance with the Loan Documents and (v) if approved, authorized or ratified in writing in accordance with Section 11.01; 

(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or Restricted Subsidiary as a
result of a transaction permitted hereunder; 
 (c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to
be a Subsidiary that is a Material Subsidiary; 
 (d) to release any Guarantor, other than any Person that is a Grantor (for so long as such
Person is a Grantor), from its obligations under the Guaranty if such Person is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries, at such time as its guaranty of such Material Indebtedness and any other
Material Indebtedness is released; 
 (e) enter into subordination, intercreditor and/or similar agreements with respect to Indebtedness that
is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and which Indebtedness contemplates an intercreditor, subordination or collateral trust agreement; 

(f) to execute and deliver customary subordination, non-disturbance and attornment agreements to tenants, subtenants, other occupants and
licensees on Mortgaged Real Property; and 
 (g) to release any Guarantor that is an Immaterial Subsidiary from its obligations under the
Guaranty if such Person is a guarantor of any capital markets Indebtedness of the Borrowers or the Restricted Subsidiaries, at such time as its guaranty of such capital markets Indebtedness and any other capital markets Indebtedness is released;

 (h) to release any Mortgaged Real Property (and any related Collateral) to the extent that such Mortgaged Real Property is the subject of
an Investment of the type described in Section 8.06(n) (it being understood that the Company shall have the right, in its reasonable judgment, to make lot line adjustments in parcels and subdivide parcels with respect to the released
Mortgaged Real Property to the extent necessary in order to effectuate the transactions contemplated in this clause (h), so long as the applicable Grantor retains the legal parcel); 

(i) to release any Guarantor that is the owner or lessor of any Real Property (other than, for the avoidance of doubt, Mortgaged Real Property)
in connection with any substantially contemporaneous transaction or series of related transactions (which transactions may, for the avoidance of doubt, be sequenced or structured in a similar manner to the transactions with respect to MGP to occur
on or around the Closing Date) resulting in the transfer of such Real Property (or the Equity Interests of such Guarantor), directly or indirectly, as part of or in connection with any sale, disposition or transfer to MGP (or one of its
Subsidiaries) permitted hereunder or under any other Loan Document; provided that the only assets 

  
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owned by such Guarantor are the applicable Real Property and such other assets permitted to be sold, disposed of or transferred hereunder or under any other Loan Document in connection with such
transactions; provided, further, that to the extent such sale, disposition or transfer has not been consummated on or prior to the date that is two business days after the date of such release (or such later date as reasonably agreed by the
Administrative Agent), the Borrower shall cause the applicable Restricted Subsidiary to restore its Guaranty to the extent required hereunder or under any other Loan Document; and 

(j) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on
such property that is permitted by Section 8.04(d) and clauses (d), (e), (f), (j), (k), (z), (dd), (ee) and (ff) of the definition of “Permitted Encumbrances”. 

The Administrative Agent hereby agrees to use its commercially reasonable efforts to take any of the foregoing actions requested by the
Company to facilitate any transaction permitted hereunder within ten Business Days following request by the Company (or such shorter period of time as Administrative Agent may agree to in its reasonable discretion), in a form reasonably requested by
the Company. 
 In each case as specified in this Section 10.10, the Administrative Agent will, at the Borrowers’ expense,
execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to
subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.10. 

Notwithstanding anything herein to the contrary, the Company and its Restricted Subsidiaries may execute such maps, plats, records of survey,
amendments to deed of trust and any other documentation as is necessary to give effect to any lot line adjustment or recording of a subdivision map to create a separate legal parcel, and the Administrative Agent will cooperate with and consent to
the execution of such maps, plats, records of survey, amendments to deed of trust and other documentation by the Company and its Restricted Subsidiaries as is necessary to reflect the revised legal description for such land. 

10.11 Secured Cash Management Agreements and Secured Hedge Agreements. Except as otherwise expressly set forth herein or in any
Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefits of Section 9.03, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall
have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its
capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the
payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such
Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. 

10.12 Certain Notices. To the extent required by Section 17.3 of the Master Lease (and any equivalent provision in any Similar
Lease), the Administrative Agent shall provide a copy to Landlord of any notices issued by the Lenders or the Administrative Agent to the Borrowers of an Event of Default hereunder. 

  
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 10.13 Withholding Tax. To the extent required by any applicable Laws (as determined in
good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of
Section 3.01, 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 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). 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 10.13. The agreements in this Section 10.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender
and the satisfaction of the Termination Conditions. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 10.13, include any L/C Issuer. 

ARTICLE XII 
 MISCELLANEOUS 

11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any
departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (other than with respect to any amendment or waiver contemplated in clause (a) below) and the applicable Loan Party, as the case may be,
and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no such amendment, waiver or consent shall: 

(a) change any provision of this Section 11.01 without the written consent of each Lender directly and adversely
affected thereby; 
 (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to
Section 9.02) without the written consent of such Lender; 
 (c) postpone any date fixed by this Agreement or any
other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to a Lender under any Loan Document without the written consent of the Lender entitled to such payment; 

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other
amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Rate that would result in a reduction of
any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to such amount; provided, that only the consent of the Required Lenders shall be 


  
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necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter of Credit Fees at the Default Rate; 

(e) change (x) Section 9.03 in a manner that would alter the pro rata sharing of payments required
thereby without the written consent of each Lender or (y) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of
Section 2.04(b) or 2.05(b), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (i) if such Facility is the Term A Facility, the Required Term A
Lenders, (ii) if such Facility is the Revolving Facility, the Required Revolving Lenders, (iii) if such Facility is an Incremental Term Facility, the Required Incremental Term Lenders, (iv) if such Facility is an Other Term Facility,
the Required Other Term Lenders, (v) if such Facility is an Other Revolving Facility, the Required Other Revolving Lenders, (vi) if such Facility is an Extended Term Facility, the Required Extended Term Lenders and (vii) if such
Facility is an Extended Revolving Facility, the Required Extended Revolving Lenders; 
 (f) change (i) the definition of
“Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the
definitions specified in clause (ii) of this Section 11.01(f)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders, “Required Term A Lenders,” “Required
Incremental Term Lenders”, “Required Other Term Lenders”, “Required Other Revolving Lenders”, “Required Extended Term Lenders” or “Required Extended Revolving Lenders” without the written consent of each
Lender under the applicable Facility; 
 (g) release all or substantially all of the Collateral in any transaction or series
of related transactions, without the written consent of each Lender; 
 (h) release all or substantially all of the value of
the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent
acting alone, and shall be made promptly upon the request of the Company); or 
 (i) impose any greater restriction on the
ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term A Facility, the Required Term A Lenders, (ii) if such Facility is the Revolving
Facility, the Required Revolving Lenders, (iii) if such Facility is an Incremental Term Facility, the Required Incremental Term Lenders, (iv) if such Facility is an Other Term Facility, the Required Other Term Lenders, (v) if such
Facility is an Other Revolving Facility, the Required Other Revolving Lenders, (vi) if such Facility is an Extended Term Facility, the Required Extended Term Lenders and (vii) if such Facility is an Extended Revolving Facility, the
Required Extended Revolving Lenders; 
 and provided, further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by any L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;
(iii) any Fee Letter may be amended, or rights or 

  
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 privileges thereunder waived, in a writing executed only by the parties thereto, (iv) the Administrative
Agent may, with the consent of the Borrowers only, amend, modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency (as reasonably determined by the Administrative Agent), so long as such
amendment, modification or supplement does not adversely affect the rights of any Lender (or any L/C Issuer, if applicable) or the Lenders shall have received at least five Business Days’ prior written notice thereof and Administrative Agent
shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment, (v) the Administrative Agent and the Borrowers
shall be permitted to amend any provision of any Collateral Document to better implement the intentions of this Agreement and the other Loan Documents and to add Collateral and (vi) the consent of the Required Revolving Lenders (but without the
consent of other Lenders, including the Required Lenders) shall be required to amend, modify or waive any condition precedent set forth in Section 4.02 with respect to making Revolving Loans. Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be
effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Lender may not be increased or extended and the principal amount of any Loan of such Lender may not be decreased 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. 
 If any Lender does not consent to a proposed amendment, waiver, consent or
release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may replace such Non-Consenting Lender in accordance with Section 11.13; provided
that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph). 

The Administrative Agent and the Borrowers may (without the consent of Lenders) amend any Loan Document to the extent (but only to the extent)
necessary to reflect the existence and terms of Incremental Loans, Other Term Loans, Extended Term Loans, Other Revolving Loans and Extended Revolving Loans. Notwithstanding anything to the contrary contained herein, such amendment shall become
effective without any further consent of any other party to such Loan Document. In addition, upon the effectiveness of any Refinancing Amendment, the Administrative Agent, the Borrowers and the Lenders providing the relevant Credit Agreement
Refinancing Indebtedness may amend this Agreement to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to
treat the Loans and Commitments subject thereto as Other Term Loans, Other Term Commitments, Other Revolving Loans and/or Other Revolving Commitments). The Administrative Agent and the Borrowers may effect such amendments to this Agreement and the
other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the terms of any Refinancing Amendment. The Administrative Agent may enter into amendments to this Agreement
and the other Loan Documents with the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of the Loans and/or Commitments extended pursuant to Section 2.15 or incurred pursuant to
Sections 2.13 or Section 2.14 and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new tranches
or sub-tranches, in each case on terms consistent with Section 2.15, Section 2.13 or Section 2.14. 

  
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 11.02 Notices; Effectiveness; Electronic Communications. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in clause (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 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 Borrower, the Administrative Agent or any L/C Issuer, to the address, facsimile number, electronic mail address
or telephone number specified for such Person on Schedule 11.02; and 
 (ii) if to any other Lender, to the
address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then
in effect for the delivery of notices that may contain material non-public information relating to the Borrowers). 
 Notices and other
communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile 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 and other communications delivered through electronic
communications to the extent provided in clause (b) below shall be effective as provided in such clause (b). 

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers 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 any
L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent
or any 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. 
 Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement), and (ii) notices or communications 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 therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the
normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. 

  
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 (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND
“AS AVAILABLE.” THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. 

(d) Change of Address, Etc. Each of each Borrower, the Administrative Agent and any L/C Issuer may change its address,
facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to
each Borrower, the Administrative Agent and any L/C Issuer. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name,
telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at
or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance
with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information with respect to the Company or its securities for purposes of United States Federal or state securities laws. 

(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuers and the Lenders
shall be entitled to rely and act upon any notices (including telephonic or electronic Committed Loan Notices and Letter of Credit Applications) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Each Borrower shall
indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of
any Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

11.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, 

  
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remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 9.02 for the benefit of all the Secured Parties; provided, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and
remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as
any L/C Issuer) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.12), or (d) any Lender from filing
proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as
Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02 and (ii) in addition to the matters
set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and
as authorized by the Required Lenders. 
 11.04 Expenses; Indemnity; Damage Waiver. 

(a) Costs and Expenses. Borrowers agree (a) to pay or reimburse all reasonable and documented in reasonable detail out-of-pocket
expenses incurred on or after the Closing Date by the Administrative Agent and its Affiliates in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and any amendment, waiver,
consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), limited, in the case of legal fees and expenses, to the Attorney Costs of one primary counsel and, if
reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole (which may be a single local counsel acting in multiple material jurisdictions), and (b) to pay or reimburse the
Administrative Agent, any Lender or any L/C Issuer for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Administrative Agent, any Lender and any L/C Issuer
taken as a whole (and, if reasonably necessary, one local counsel in any relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) and, solely in the event of a conflict of interest between the
Administrative Agent, any Lender or any L/C Issuer, where the Person or Persons affected by such conflict of interest inform the Borrowers in writing of such conflict of interest, one additional counsel in each relevant material jurisdiction to each
group of affected Persons similarly situated taken as a whole)). The agreements in this Section 11.04 shall survive the satisfaction of the Termination Conditions. All amounts due under this Section 11.04 shall be paid
promptly following receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan
Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its reasonable discretion. 

  
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 (b) Indemnification by Borrowers. Borrowers shall indemnify the Administrative Agent (and
any sub-agent thereof), each Lender, each L/C Issuer, each Arranger, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for
attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any other Loan Party arising out of, in connection with, or as a result of (but limited, in the case of legal
fees and expenses, to the Attorney Costs of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a special counsel for all Indemnitees taken as a whole in each subject matter area that is material to the interests of such
Indemnitees, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of such Indemnitees (which may be a single local counsel acting in multiple material jurisdictions), and solely
in the case of a conflict of interest between Indemnitees (where the Indemnitee affected by such conflict of interest informs the Borrowers in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group
of affected Indemnitees similarly situated taken as a whole) (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this
Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual Release of Hazardous Materials on or from any property owned, leased or operated by the Company or any of its
Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party or any Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that a court of competent jurisdiction determines in a final-non-appealable judgment that any such liabilities, obligations, losses,
damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or of any Related Indemnified Person of such Indemnitee,
(y) a material breach of any obligations of such Indemnitee under any Loan Document by such Indemnitee or (z) any dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitee other than any claims against an
Indemnitee in its capacity or in fulfilling its role as Administrative Agent (and any sub-agent thereof), Lender, L/C Issuer or Arranger under the Term Facilities and Revolving Facility and other than any claims arising out of any act or omission of
the Borrowers or any of their Affiliates. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.04(b) applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated
hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 11.04(b) (after the determination of a court of competent jurisdiction) if required pursuant to the terms of this
Section 11.04(b) shall be paid within twenty Business Days after written demand therefor. The agreements in this Section 11.04(b) shall survive the resignation of the Administrative Agent, the L/C Issuer, the replacement of
any Lender and the satisfaction of the Termination Conditions. This Section 11.04(b) shall not apply to Taxes except it shall apply to any Taxes that represent losses, claims, damages, etc. arising from a
non-

  
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Tax claim (including a value added Tax or similar Tax charged with respect to the supply of legal or other services). 

(c) Reimbursement by Lenders. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under
clause (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay
to the Administrative Agent (or any such sub-agent), such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)
or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or such L/C Issuer in connection with such capacity. The obligations of the Lenders under
this clause (c) are subject to the provisions of Section 2.11(d). 
 (d) Waiver of Consequential Damages, Etc.
To the fullest extent permitted by applicable law, no Indemnitee or any Loan Party shall have any liability, and none of such parties hereto shall assert, and each hereby waives, any claim against any other party hereto, 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 the foregoing shall not in any way limit the indemnification and expense reimbursement obligations of the Loan Parties
under this Agreement. No Indemnitee referred to in clause (b) above shall be liable to any Borrower, any Lender, any L/C Issuer or any other Person for any losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee 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 other than for direct or actual losses, claims, damages, liabilities or expenses resulting from the gross negligence or willful
misconduct of such Indemnitee or Related Indemnified Person as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

(e) Payments. All amounts due under this Section 11.04 shall be payable not later than twenty Business Days after demand
therefor. 
 (f) Survival. The agreements in this Section 11.04 and the indemnity provisions of
Section 11.02(e) shall survive the resignation of the Administrative Agent and any L/C Issuer, the replacement of any Lender, the satisfaction of the Termination Conditions. 

11.05 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, any L/C
Issuer or any Lender, or the Administrative Agent, any 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, such 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 

  
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if such payment had not been made or such setoff had not occurred, and (b) each Lender and each 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 Federal Funds Rate from time to
time in effect. The obligations of the Lenders and each L/C Issuer under clause (b) of the preceding sentence shall survive the satisfaction of the Termination Conditions. 

11.06 Successors and Assigns. 

(a) Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to
the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.06(b), (ii) by way of
participation in accordance with the provisions of Section 11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.06(f) (and, except for any assignment subject
to the terms of Section 11.06(i), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement and the other Loan Documents, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section 11.06 and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent, each L/C Issuer, each Lender and each Arranger) any legal or equitable right, remedy or claim under or by reason of this Agreement or the other Loan Documents. 

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitments and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations) at the time owing to it); provided that any such
assignment shall be subject to the following conditions: 
 (i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility
and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in clause (b)(i)(A) of this Section 11.06, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date
the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case
of any assignment in respect of the Revolving Facility, or $1,000,000, in the case of any assignment in respect of either Term Facility, unless each of the Administrative Agent and, with respect to the Revolving Facility only and so long as no Event
of Default has occurred and is continuing, each Borrower otherwise consents (each such consent not to be unreasonably 

  
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withheld or delayed); provided, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met. 

(ii) Proportionate Amounts. 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, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and
obligations among separate Facilities on a non-pro rata basis. 
 (iii) Required Consents. No consent shall be
required for any assignment except to the extent required by clause (b)(i)(B) of this Section 11.06 and, in addition: 

(A) the consent of the Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an
Event of Default has occurred and is continuing at the time of such assignment, (2) such assignment is to a Lender under the same Facility, or (3) with respect to the Term A Facility only, such assignment is to an Affiliate of a Lender or
an Approved Fund; 
 (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)
shall be required for assignments in respect of (1) any Term Commitment or Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an
Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and 

(C) the consent of any L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment that increases the obligation of the assignee to participate in exposure under one or more of its Letters of Credit (whether or not then outstanding). 

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any
assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(v) Assignments to Borrowers. No such assignment shall be made to any Borrower or any affiliate or Subsidiary of any
Borrower; provided that (x) purchases by the Borrowers shall be permitted in accordance with Section 2.16 and (y) any Lender may, at any time, assign all or a portion of its Loans to the Company pursuant to open market
purchases; provided further, that (x) any Loans that are so assigned will be automatically and irrevocably cancelled and the aggregate principal amount of the tranches and installments of the relevant Loans then outstanding shall
be reduced by an amount equal to the principal amount of such Loans, (y) the Company shall clearly identify itself as such in the applicable assignment documentation and (z) no Event of Default shall have occurred or be continuing on the
effective date of such assignment; provided further, 

  
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that purchases of Term Loans and Commitments to make Term Loans pursuant to this Section 11.06(b)(v) may not be funded with the proceeds of Revolving Loans. 

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person, or a holding company,
investment vehicle or trust for, or owned and operated for the primary benefit of natural Person. 
 (vii) Assignments
from Defaulting Lenders. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the
parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or
subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and Administrative Agent, the applicable pro rata portion of Loans previously requested but not funded by the Defaulting Lender, to each of
which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, L/C Issuer and each other Lender hereunder (and
interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata portion of all Loans and participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and
obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of
this Agreement until such compliance occurs. 
 Subject to acceptance and recording thereof by the Administrative Agent pursuant to
clause (c) of this Section 11.06, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits
of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the
affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, each Borrower (at its expense) shall
execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) 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 Section 11.06(d) and, for the avoidance of doubt, such sale shall not be effective until it is recorded in the applicable Participant Register pursuant
to Section 11.06(e). 
 (c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of
the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of (and related interest on) the Loans 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 Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all


  
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purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower and any Lender (with respect to any entry relating to such
Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. 
 (d) Participations. Subject to the
requirements of clause (e) of this Section 11.06, any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to 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, a Defaulting Lender, a Disqualified Lender or any Borrower or any Affiliate or Subsidiary of any Borrower; provided that,
notwithstanding anything to the contrary contained herein, participations may be sold to Disqualified Lenders unless the DQ List has been posted to the Platform) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C
Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a), (b), (c), (g) and (h) of Section 11.01 that affects such Participant. All
parties hereto acknowledge and agree that the Administrative Agent shall have no obligation or duty to monitor or track whether any Disqualified Lender shall have become a Participant hereunder. Subject to clause (f) of this
Section 11.06, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to Section 11.06(b), subject to the requirements and limitations of such Sections, including Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered
to the participating Lender, and if any additional amounts are required to be paid pursuant to Section 3.01(a) or (c), to the Borrower and the Administrative Agent). To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant shall be subject to Section 2.12 as though it were a Lender. For the avoidance of doubt, each Lender shall be responsible
for the indemnity under Section 11.04(c) without regard to the existence of any participation. 
 (e) Participant
Register. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts of (and
related interest on) each Participant’s interest in Loans made hereunder (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the
identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other Obligations under any Loan Document) to any Person except to the extent such disclosure is necessary
to establish that any such Commitment, Loan, Letter of Credit or other Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive and binding
for all purposes, and the Borrowers, the Administrative Agent, and the Lenders may treat each Person whose name is recorded in the Participant Register as a Participant for all purposes of this Agreement, notwithstanding notice to the contrary. No
sale or other transfer of any participation or other beneficial ownership interest in any Loan shall be effective 

  
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until such sale or transfer is recorded in the applicable Participant Register and, prior to such recordation, all amounts owing to the selling Lender with respect to any Loan shall remain owing
to the selling Lender. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

(f) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under
Section 3.01, 3.04 or 3.05 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
Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrowers are notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as though it were a Lender. 
 (g)
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank or any other central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. 
 (h) Special Purpose Funding Vehicles. Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may, subject to the requirements of clause (i) of this Section 11.06, grant to a special purpose funding vehicle identified as such
in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant
to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the
Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.11(b)(ii). Except as provided below in this
Section 11.06(h), each party hereto hereby agrees that (A) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers
under this Agreement (including its obligations under Section 3.04), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting
Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment
of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (I) with notice to, but without prior consent of the Borrowers
and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with
respect to any Loan to the Granting Lender and (II) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guaranty or credit or


  
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liquidity enhancement to such SPC. Each SPC shall be entitled to the benefits of Sections 3.01, 3.04, 11.04(a) and 11.04(b) and this Section 11.06 to
the same extent as if it were a Lender. 
 (i) No Assignment to a Disqualified Lender. (i) No assignment or, to the extent the DQ
List has been posted on the Platform for all Lenders, participation shall be made to any Person that, as of the date (the “Trade Date”) on which the applicable Lender entered into a binding agreement to sell and assign or
participate all or a portion of its rights and obligations under this Agreement to such Person, was (x) a Competitor, (y) any banks, financial institutions, other institutional lenders and other Persons as specified by written notice to
the Administrative Agent and the Lenders (including by posting such notice to the Platform) prior to the Closing Date (or as updated by the Borrower in writing after the Closing Date with respect to banks, financial institutions, other institutional
lenders and other Persons who are Affiliates of Competitors (other than any bona fide debt fund)) or (z) any Affiliate of the foregoing (other than any bona fide debt fund) to the extent clearly identifiable on the basis of such
Affiliate’s name (collectively, the “Disqualified Lenders”) unless the Borrower has consented to such assignment as otherwise contemplated by this Section 11.06, in which case such Person will not be considered a
Disqualified Lender for the purpose of such assignment. For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Lender after the applicable Trade Date, (x) such assignee shall not retroactively be
disqualified from becoming a Lender or participant and (y) the execution by the Borrowers of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender.
Any assignment in violation of this clause (i)(i) shall not be null and void, but the other provisions of this clause (i) shall apply. 

(ii) If any assignment is made to any Disqualified Lender without the Borrowers’ prior consent in violation of clause
(i)(i) above, or if any Person becomes a Disqualified Lender after the applicable Trade Date, the Borrowers may, at their sole expense and effort, upon notice to the applicable Disqualified Lender and the Administrative Agent, (A) terminate
any Revolving Commitment of such Disqualified Lender and repay all obligations of the Borrowers owing to such Disqualified Lender in connection with such Revolving Commitment, (B) in the case of outstanding Term Loans held by Disqualified
Lenders, prepay such Term Loans by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Lender paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other
amounts (other than principal amounts) payable to it hereunder and under the other Loan Documents and/or (C) require such Disqualified Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in this Section 11.06), all of its interest, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations at the lesser of (x) the principal amount thereof and
(y) the amount that such Disqualified Lender paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and the other
Loan Documents; provided that (i) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b), (ii) such assignment does not conflict with applicable Laws and
(iii) in the case of clause (B), the Borrowers shall not use the proceeds from any Loans to prepay Term Loans held by Disqualified Lenders. 

(iii) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Lenders (A) will not
(x) have the right to receive information, reports or other materials provided to Lenders by the Borrowers, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative
Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial 

  
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advisors of the Administrative Agent or the Lenders (B) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to
the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Lender will be deemed to have consented in the same proportion as the Lenders that
are not Disqualified Lenders consented to such matter, and (C) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan of Reorganization”), each Disqualified Lender
party hereto hereby agrees (1) not to vote on such Plan of Reorganization, (2) if such Disqualified Lender does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be
deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code of the United States (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in
determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code of the United States (or any similar provision in any other Debtor Relief Laws) and
(3) not to contest any request by any party for a determination by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2). 

(iv) The Administrative Agent shall have the right, and the Borrowers hereby expressly authorize the Administrative Agent, to
(A) post the list of Disqualified Lenders provided by the Borrowers and any updates thereto from time to time (collectively, the “DQ List”) on the Platform, including that portion of the Platform that is designated for
“public side” Lenders and/or (B) provide the DQ List to each Lender requesting the same. 
 (j) Resignation as L/C Issuer
after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer assigns all of its Revolving Commitment and Revolving Loans pursuant to Section 11.06(b), such L/C Issuer may, upon
30 days’ notice to the Borrowers and the Lenders, resign as L/C Issuer. In the event of any such resignation of an L/C Issuer, the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder;
provided, that no failure by the Borrowers to appoint any such successor shall affect the resignation of such L/C Issuer; provided, further, that no Lender shall be required to serve as an L/C Issuer unless such Lender consents
in its sole discretion. If an L/C Issuer resigns, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as
an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a
successor L/C Issuer, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (ii) 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 such retiring L/C Issuer with respect to such Letters of
Credit. 
 11.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers
agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents,
trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by
applicable 

  
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laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this
Section 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to
Section 2.13(c) or 2.14(b) or (ii) any actual or prospective counterparty (or its advisors) to any swap, derivative or similar transaction under which payments are to be made by reference to any Borrower, their Restricted
Subsidiary and their respective obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating any Borrower or their Restricted Subsidiaries or the credit facilities
provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the
consent of the Borrowers, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 or (y) becomes available to the Administrative Agent, any Lender, any L/C
Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than any Borrower or (j) to any credit insurance provider relating to the Borrowers and their obligations. Nothing herein shall permit the disclosure of
confidential Information regarding the Loan Parties or their Affiliates to any Competitor of Company or any of its Subsidiaries or any Disqualified Lender except to the extent required, directly or indirectly, by Law or compulsory legal process or
any regulatory authority. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and
service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. 

For purposes of this Section 11.07 and Section 7.01, “Information” means all information received
from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a
nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof, provided that, in the case of information received from a Loan Party or any such Subsidiary after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.07 shall be considered to have complied with its obligation to do so if such Person has exercised
the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public
information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in
accordance with applicable Law, including United States Federal and state securities Laws. 
 11.08 Right of Setoff. If an Event of
Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the
fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by
such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations of such Borrower now or hereafter existing under 

  
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this Agreement or any other Loan Document to 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 any
other Loan Document and although such obligations of such Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or such L/C Issuer different from the branch or office holding such deposit or obligated on such
indebtedness; 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 2.18 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, the L/C Issuers 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,
each L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and
each L/C Issuer agrees to notify the Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. 

11.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to
be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds
the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 

11.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees
payable to the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means shall be effective as delivery of a manually executed
counterpart of this Agreement. 
 11.11 Survival of Representations and Warranties. All representations and warranties made hereunder
and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied
upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full force and effect until the satisfaction of the Termination Conditions. 

  
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 11.12 Severability. If any provision of this Agreement or the other Loan Documents is held
to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor
in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any
provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent and the applicable L/C Issuer, as applicable, then such provisions shall be deemed to be in
effect only to the extent not so limited. 
 11.13 Replacement of Lenders. If (a) any Lender requests compensation under
Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (b) any Lender is a Defaulting Lender,
(c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 11.01, the consent of Required Lenders (or in the case of a consent,
waiver or amendment that requires the agreement of affected Lenders with respect to a certain Class or Classes of the Loans, the Required Extended Revolving Lenders, the Required Extended Term Lenders, the Required Incremental Term Lenders, the
Required Other Revolving Lenders, the Required Other Term Lenders, the Required Revolving Lenders or the Required Term A Lenders, as applicable) shall have been obtained but the consent of one or more of such other Lenders whose consent is required
shall not have been obtained, any such Lender (a “Non-Consenting Lender”), (d) any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto or (e) as a result of a
redemption or replacement required by Gaming Law, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by (x) terminating the applicable Commitments of such
Lender and repaying all Obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date under one or more credit facilities hereunder as the Borrowers may elect or
(y) requiring such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing
right to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that: 
 (i) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrowers; 
 (ii) under Section 3.04 or
payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; 

(iii) such assignment or termination does not conflict with applicable Laws; and 

  
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 (iv) in the case of an assignment resulting from a Lender becoming a
Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. 
 A Lender shall not be
required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Notwithstanding the
foregoing, each Lender agrees that if a Borrower exercises its option pursuant to this Section 11.13 to cause an assignment by such Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver
all documentation necessary to effectuate such assignment in accordance with Section 11.06. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of
such notice (a “Non-Compliant Lender”), each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with
Section 11.06 on behalf of such Non-Compliant Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.06. Any removal of
Bank of America or its successor as a Defaulting Lender pursuant to this Section 11.13 shall also constitute the removal of Bank of America or its successor as the Administrative Agent pursuant to Section 10.06. 

11.14 Governing Law; Jurisdiction; Etc. 

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN ANY LOAN DOCUMENT WHICH EXPRESSLY STATES THAT IT SHALL BE
GOVERNED BY THE LAWS OF ANOTHER JURISDICTION) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY
OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b) SUBMISSION TO JURISDICTION. EACH OF THE LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY
ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK SITTING IN NEW YORK COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION 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 

  
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AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST SUCH BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
 (c) WAIVER OF
VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION 11.14. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 
 (d) SERVICE OF PROCESS. EACH
PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW. 
 11.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

 11.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, that: (i) (A) the arranging and other services regarding this Agreement provided by the
Administrative Agent are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and the Administrative Agent, on the other hand, (B) the arranging and other services regarding this Agreement
provided by the Arrangers are arm’s-length commercial transactions between the Company, on the one hand, and the Arrangers, on the other hand, (C) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed appropriate, and (D) such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of
the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary
for the Company Parties, their Affiliates or any other Person and (B) neither the Administrative Agent nor any Arranger nor any Lender has any obligation to the Company Parties or their Affiliates with respect to the transactions contemplated


  
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hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, 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 Company Parties and their Affiliates, and neither the Administrative Agent nor any Arranger nor any Lender has any obligation under the Loan Documents
to disclose any of such interests to the Company Parties or their Affiliates. To the fullest extent permitted by Law, each Borrower hereby waives and releases any claims that it may have against the Administrative Agent and each Arranger with
respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

11.17 Electronic Execution of Assignments and Certain Other Documents. 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 Assumptions,
amendments or other Committed Loan Notices, 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. 
 11.18 USA PATRIOT Act. 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 each 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. Each Borrower
shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable
“know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. 
 11.19 Joint and Several
Obligations. The Company and each other Person that becomes a Borrower in accordance with Section 2.17 shall be obligated for all of the Obligations on a joint and several basis, notwithstanding which of them may have directly
received the proceeds or benefit of any particular Credit Extension, provided that, anything to the contrary herein notwithstanding (including Exhibit B), the liability of each Person hereafter formed and designated as an additional borrower in
accordance with Section 2.17 may be limited in a similar manner if so provided in the Assumption Agreement executed by that Borrower. Each Borrower acknowledges and agrees that, for purposes of the Loan Documents, the Company, each other
Borrower and the Guarantors constitute a single integrated financial enterprise and that each receives a benefit from the availability of credit under this Agreement. Each Borrower hereby waives all defenses arising under the Laws of suretyship, to
the extent such Laws are applicable, in connection with their joint and several obligations under this Agreement. Without limiting the foregoing, each Borrower agrees to the Joint Borrower Provisions set forth in Exhibit B, incorporated by this
reference. 

  
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 11.20 Gaming Law. 

(a) This Agreement and the other Loan Documents are subject to the Gaming Laws and the laws involving the sale, distribution and possession of
alcoholic beverages (the “Liquor Laws”). Without limiting the foregoing, each of the Administrative Agent, the Lenders and participants acknowledges that (i) it is subject to being called forward by the Gaming Authorities or
Governmental Authorities enforcing the Liquor Laws (each a “Liquor Authority”), in the discretion of each of them, for licensing or a finding of suitability or to file or provide other information, and (ii) all rights, remedies
and powers under this Agreement and the other Loan Documents, including with respect to the entry into and ownership and operation of the Gaming Facilities, and the possession or control of gaming equipment, alcoholic beverages or a gaming or liquor
license, may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals) are obtained from the
requisite Governmental Authorities. 
 (b) Each Creditor Party agrees to cooperate with the Gaming Authority or Liquor Authority (or, in each
case, to be subject to Section 11.13) in connection with the provisions of such documents or other information as may be requested by such Gaming Authority or Liquor Authority relating to any Company Party or to the Loan Documents. 

(c) Notwithstanding anything to the contrary herein and in the other Loan Documents, (i) any obligation of Nevada Landing Partnership and
Elgin Sub (or any other Subsidiaries subject to the Illinois Gaming Board’s jurisdiction) to provide a Guaranty hereunder, and the obligation (if any) to provide a lien on the direct and indirect Equity Interests in Nevada Landing Partnership
and Elgin Sub (or any other Subsidiaries subject to the Illinois Gaming Board’s jurisdiction), will each be subject to the approval of the Illinois Gaming Board and (ii) the pledge of any Equity Interests of any Loan Party that is licensed
by or registered with the Nevada Gaming Commission is not effective until such pledge has been approved by the Nevada Gaming Commission. 

11.21 Master Lease. Notwithstanding anything herein to the contrary, no Default or Event of Default shall arise with respect to any
Leased Property to the extent that the Company and the Restricted Subsidiaries are in compliance with the Master Lease with respect to such Leased Property. 

11.22 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 

11.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. 

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of any EEA Financial Institution that is a Lender or an L/C Issuer arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers
of an EEA 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 EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution; and 

  
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 (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 EEA 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 EEA Resolution Authority. 

  
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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. 
  

			
	 Borrowers:

	
	 MGM RESORTS INTERNATIONAL

		
	 By:
	 	 /s/ John M. McManus

	 Name:
	 	John M. McManus
	 Title:
	 	Executive Vice President, General Counsel and Secretary



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 BANK OF AMERICA, N.A., as

	 Administrative Agent

		
	 By:
	 	 /s/ DeWayne D. Rosse

	 Name:
	 	DeWayne D. Rosse
	 Title:
	 	Assistant Vice President



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 BANK OF AMERICA, N.A.,

	 as a Revolving Lender, Term A Lender and an L/C

	 Issuer
	 	
		
	 By:
	 	 /s/ Brian D. Corum

	 Name:
	 	Brian D. Corum
	 Title:
	 	Managing Director



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 JPMORGAN CHASE BANK, N.A.,

	 as a Revolving Lender and a Term A Lender

		
	 By:
	 	 /s/ Chiara Carter

	 Name:
	 	Chiara Carter
	 Title:
	 	Executive Director



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 Barclays Bank PLC,

	 as a Revolving Lender and a Term A Lender

		
	 By:
	 	 /s/ Jeremy Hazan

	 Name:
	 	Jeremy Hazan
	 Title:
	 	Managing Director
	
	 If a second signature is necessary:

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 CITIBANK, N.A.,

	 as a Revolving Lender and a Term A Lender

		
	 By:
	 	 /s/ Keith Lukasavich

	 Name:
	 	Keith Lukasavich
	 Title:
	 	Director and Vice President



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 Deutsche Bank AG New York Branch

	 as a Revolving Lender and a Term A Lender

		
	 By:
	 	 /s/ MaryKay Coyle

	 Name:
	 	MaryKay Coyle
	 Title:
	 	Managing Director
	
	 If a second signature is necessary:

		
	 By:
	 	 /s/ Anca Trifan

	 Name:
	 	Anca Trifan
	 Title:
	 	Managing Director



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 BNP PARIBAS,

	 as a Revolving Lender and a Term A Lender

		
	 By:
	 	 /s/ Michael A. Kowalczuk

	 Name:
	 	Michael A. Kowalczuk
	 Title:
	 	Managing Director
	
	 If a second signature is necessary:

		
	 By:
	 	 /s/ Kwang Kyun Choi

	 Name:
	 	Kwang Kyun Choi
	 Title:
	 	Vice President



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 FIFTH THIRD BANK,

	 as a Revolving Lender and a Term A Lender

		
	 By:
	 	 /s/ Knight D. Kieffer

	 Name:
	 	Knight D. Kieffer
	 Title:
	 	Vice President
	
	 If a second signature is necessary:

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 SUNTRUST BANK,

	 as a Revolving Lender and a Term A Lender

		
	 By:
	 	 /s/ J. Haynes Gentry III

	 Name:
	 	J. Haynes Gentry III
	 Title:
	 	Director



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	SUMITOMO MITSUI BANKING CORPORATION,
	 as a Revolving Lender and a Term A Lender

		
	 By:
	 	 /s/ William G. Karl

	 Name:
	 	William G. Karl
	 Title:
	 	Executive Officer



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 Morgan Stanley Senior Funding, Inc.,

	 as a Revolving Lender and a Term A Lender

		
	 By:
	 	 /s/ Michael King

	 Name:
	 	Michael King
	 Title:
	 	Vice President



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 Credit Agricole Corporate and Investment Bank,

	 as a Revolving Lender and a Term A Lender

		
	 By:
	 	 /s/ Steven Jonassen

	 Name:
	 	Steven Jonassen
	 Title:
	 	Managing Director
		
	 By:
	 	 /s/ Joseph A. Asciolla

	 Name:
	 	Joseph A. Asciolla
	 Title:
	 	Managing Director



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 THE BANK OF NOVA SCOTIA,

	 as a Revolving Lender and a Term A Lender

		
	 By:
	 	 /s/ Winston Lua

	 Name:
	 	Winston Lua
	 Title:
	 	Director



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 
			
	 CITIZENS BANK, N.A.,

	 as a Revolving Lender and a Term A Lender

		
	 By:
	 	 /s/ Mark Sanko

	 Name:
	 	Mark Sanko
	 Title:
	 	Managing Director
	
	 If a second signature is necessary:

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	



  
 [Signature Page to (Opco)
Amended and Restated Credit Agreement] 








 Schedule 1.01: Mortgaged Real Property 

Property commonly known as the Bellagio Hotel and Casino located at 3600 Las Vegas Blvd. South, Las Vegas, Clark County, Nevada and comprised of the below
described Parcel ID numbers: 
  

													
	 No.
	  	Parcel ID	  	Acres	 	  	 Address
	  	 Owner
	  	Date Acquired
	 1
	  	162-20-510-002	  	 	74.17	  	  	3600 S. Las Vegas Blvd.	  	Bellagio, LLC	  	12/30/1998
	 2
	  	162-20-501-006	  	 	0.44	  	  	Small strip on Las Vegas Blvd.	  	Bellagio (Merged with Bellagio, LLC)	  	11/5/1998
	 3
	  	162-20-601-001	  	 	0.84	  	  	3680 S. Las Vegas Blvd.	  	MKB Company (Leased)	  	4/27/1995
	 4
	  	162-20-602-001	  	 	1.62	  	  	Paradise, NV	  	Tiffany Marguerite Suzanne (Leased)	  	2000
		  	TOTALS	  	 	77.07	  	  		  		  	








 Property commonly known as the MGM Grand Hotel and Casino located at 3799 Las Vegas Blvd. South, Las Vegas, Clark
County, Nevada 89109 and comprised of the below described Parcel ID numbers: 
  

																	
	 No.
	  	Parcel ID	 	  	Acres	 	  	 Address
	  	 Owner
	  	Date Acquired	 
	 1
	  	 	162-21-301-027	  	  	 	8.51	  	  	Paradise, NV	  	MGM Grand Hotel, LLC	  	 	7/12/2001	  
	 2
	  	 	162-21-401-011	  	  	 	0.08	  	  	Paradise, NV	  	MGM Grand Hotel, LLC	  	 	12/16/1993	  
	 3
	  	 	162-21-401-013	  	  	 	0.45	  	  	4835 Koval Lane, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	2/28/1990	  
	 4
	  	 	162-21-401-016	  	  	 	0.25	  	  	Paradise, NV	  	MGM Grand Hotel, LLC	  	 	10/2/1996	  
	 5
	  	 	162-21-401-022	  	  	 	13.77	  	  	3799 S. Las Vegas Blvd., Paradise, NV	  	MGM Grand Hotel, LLC	  	 	5/4/1992	  
	 6
	  	 	162-21-401-025	  	  	 	77.94	  	  	3799 S. Las Vegas Blvd., Paradise, NV	  	MGM Grand Hotel, LLC	  	 	7/12/2001	  
	 7
	  	 	162-21-401-026	  	  	 	0.36	  	  	Paradise, NV	  	MGM Grand Hotel, LLC	  	 	7/12/2001	  
	 8
	  	 	162-21-410-001	  	  	 	0	  	  	4715 Koval Lane Unit 1, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	3/5/1997	  
	 9
	  	 	162-21-410-002	  	  	 	0	  	  	4716 Koval Lane Unit 2, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	3/5/1997	  
	 10
	  	 	162-21-410-003	  	  	 	0	  	  	4717 Koval Lane Unit 3, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	3/5/1997	  
	 11
	  	 	162-21-410-004	  	  	 	0	  	  	4718 Koval Lane Unit 4, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	3/5/1997	  
	 12
	  	 	162-21-410-005	  	  	 	0	  	  	4719 Koval Lane Unit 5, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	3/5/1997	  
	 13
	  	 	162-21-410-006	  	  	 	0	  	  	4720 Koval Lane Unit 6, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	3/5/1997	  
	 14
	  	 	162-21-410-007	  	  	 	0	  	  	4721 Koval Lane Unit 7, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	3/5/1997	  
	 15
	  	 	162-21-410-008	  	  	 	0	  	  	4722 Koval Lane Unit 8, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	3/5/1997	  
	 16
	  	 	162-21-410-009	  	  	 	0	  	  	4723 Koval Lane Unit 9, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	3/5/1997	  
	 17
	  	 	162-21-410-010	  	  	 	0	  	  	4724 Koval Lane Unit 10, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	3/5/1997	  
	 18
	  	 	162-21-410-011	  	  	 	0	  	  	4725 Koval Lane Unit 11, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	3/5/1997	  
	 19
	  	 	162-21-410-012	  	  	 	0	  	  	4726 Koval Lane Unit 12, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	3/5/1997	  
	 20
	  	 	162-21-411-004	  	  	 	0.07	  	  	4865 Koval Lane, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	10/1/1996	  
	 21
	  	 	162-21-411-005	  	  	 	0.04	  	  	4865 Koval Lane, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	10/1/1996	  
	 22
	  	 	162-21-411-006	  	  	 	0.04	  	  	4866 Koval Lane, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	10/1/1996	  
	 23
	  	 	162-21-411-007	  	  	 	0.07	  	  	4867 Koval Lane, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	10/1/1996	  
	 24
	  	 	162-21-412-001	  	  	 	0	  	  	4809 Koval Lane Unit 1, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	9/11/1996	  
	 25
	  	 	162-21-412-002	  	  	 	0	  	  	4809 Koval Lane Unit 2, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	9/11/1996	  
	 26
	  	 	162-21-412-003	  	  	 	0	  	  	4809 Koval Lane Unit 3, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	9/11/1996	  
	 27
	  	 	162-21-412-004	  	  	 	0	  	  	4809 Koval Lane Unit 4, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	9/11/1996	  
	 28
	  	 	162-21-412-005	  	  	 	0	  	  	4809 Koval Lane Unit 5, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	9/24/1996	  
	 29
	  	 	162-21-412-006	  	  	 	0	  	  	4809 Koval Lane Unit 6, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	9/11/1996	  
	 30
	  	 	162-21-412-007	  	  	 	0	  	  	4809 Koval Lane Unit 7, Paradise,NV	  	MGM Grand Hotel, LLC	  	 	9/11/1996	  
	 31
	  	 	162-21-412-008	  	  	 	0	  	  	4809 Koval Lane Unit 8, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	9/11/1996	  
	 32
	  	 	162-21-412-009	  	  	 	0	  	  	4809 Koval Lane Unit 9, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	9/11/1996	  
	 33
	  	 	162-21-412-010	  	  	 	0	  	  	4809 Koval Lane Unit 10, Paradise, NV	  	MGM Grand Hotel, LLC	  	 	9/11/1996	  
		  	 	TOTALS	  	  	 	101.58	  	  		  		  			








 Schedule 2.01: Commitments 

 

									
	 Lender
	  	Term A Commitment	 	  	Applicable Percentage	 
	 Bank of America, N.A.
	  	$	23,437,500.00	  	  	 	9.375	% 
	 JPMorgan Chase Bank, N.A.
	  	$	27,083,333.33	  	  	 	10.833	% 
	 Barclays Bank PLC
	  	$	23,437,500.00	  	  	 	9.375	% 
	 Citibank, N.A.
	  	$	23,437,500.00	  	  	 	9.375	% 
	 Deutsche Bank AG, New York Branch
	  	$	21,354,166.67	  	  	 	8.542	% 
	 BNP Paribas
	  	$	21,354,166.67	  	  	 	8.542	% 
	 Fifth Third Bank
	  	$	21,354,166.67	  	  	 	8.542	% 
	 Sumitomo Mitsui Banking Corporation
	  	$	20,833,333.34	  	  	 	8.333	% 
	 SunTrust Bank
	  	$	19,791,666.67	  	  	 	7.917	% 
	 Morgan Stanley Senior Funding, Inc.
	  	$	17,708,333.33	  	  	 	7.083	% 
	 Credit Agricole Corporate and Investment Bank
	  	$	13,020,833.33	  	  	 	5.208	% 
	 The Bank of Nova Scotia
	  	$	10,416,666.66	  	  	 	4.167	% 
	 Citizens Bank, N.A.
	  	$	6,770,833.33	  	  	 	2.708	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	250,000,000	  	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 

  

									
	 Lender
	  	Revolving Commitment	 	  	Applicable Percentage	 
	 Bank of America, N.A.
	  	$	117,187,500.00	  	  	 	9.375	% 
	 JPMorgan Chase Bank, N.A.
	  	$	135,416,666.67	  	  	 	10.833	% 
	 Barclays Bank PLC
	  	$	117,187,500.00	  	  	 	9.375	% 
	 Citibank, N.A.
	  	$	117,187,500.00	  	  	 	9.375	% 
	 Deutsche Bank AG, New York Branch
	  	$	106,770,833.33	  	  	 	8.542	% 
	 BNP Paribas
	  	$	106,770,833.33	  	  	 	8.542	% 
	 Fifth Third Bank
	  	$	106,770,833.33	  	  	 	8.542	% 
	 Sumitomo Mitsui Banking Corporation
	  	$	104,166,666.66	  	  	 	8.333	% 
	 SunTrust Bank
	  	$	98,958,333.33	  	  	 	7.917	% 
	 Morgan Stanley Senior Funding, Inc.
	  	$	88,541,666.67	  	  	 	7.083	% 
	 Credit Agricole Corporate and Investment Bank
	  	$	65,104,166.67	  	  	 	5.208	% 
	 The Bank of Nova Scotia
	  	$	52,083,333.34	  	  	 	4.167	% 
	 Citizens Bank, N.A.
	  	$	33,854,166.67	  	  	 	2.708	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	1,250,000,000	  	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 








 Schedule 2.16: Auction Procedures 

This Schedule 2.16 is intended to summarize certain basic terms of the reverse Dutch auction procedures pursuant to and in accordance with the terms
and conditions of Section 2.16 of the Credit Agreement, of which this Schedule 2.16 is a part. It is not intended to be a definitive statement of all of the terms and conditions of a reverse Dutch auction, the definitive terms and
conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such
Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Persons”) makes any recommendation pursuant to any offering document as to whether or not any Lender should sell any of its Term Loans to any
Borrower pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Lender to sell any of its Term Loans
to any Borrower be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In
addition, each Lender should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Capitalized terms not otherwise defined in this
Schedule 2.16 have the meanings assigned to them in the Credit Agreement. 
 (a) Notice Procedures. In connection with each
Auction, the applicable Borrower will provide notification to the Auction Manager for distribution to the Lenders of the applicable Term Facility (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum
principal amount (calculated on the face amount thereof) of Term Loans in the relevant Term Facility that such Borrower offers to purchase in such Auction (the “Auction Amount”), which shall be no less than $10,000,000 (unless
another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”), expressed as a range of prices per $1,000 (in increments of $5), at which such Borrower would be willing to
purchase such Term Loans in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 10:00 a.m. (Pacific time) (as such date and time may be extended by the Auction
Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by such Borrower to the Auction Manager received not less than 24 hours before the
original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) such Borrower withdraws such Auction in accordance with
the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, no Borrower shall be permitted to deliver a new Auction Notice prior to the date occurring
three (3) Business Days after such withdrawal or Expiration Time, as the case may be. 
 (b) Reply Procedures. In connection with
any Auction, each Lender of Term Loans of the applicable Term Facility wishing to participate in such Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the respective
offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) within
the Discount Range and (ii) the principal amount of such Term Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers for sale at its Reply Price (the “Reply
Amount”). A Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans of such Term Facility held by such
Lender. Lenders may only submit one Return Bid per Auction but each Return Bid may contain up to three (3) component bids, each of which may result in a separate Qualifying Bid and each of which will not be contingent on any other component bid
submitted 







 
by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance in
the form included in the offering document (each, an “Auction Assignment and Assumption”). The applicable Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return
Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price. 

(c) Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in
consultation with the applicable Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction within the Discount Range for such Auction that will allow such Borrower to complete the Auction
by purchasing the full Auction Amount (or such lesser amount of Term Loans for which such Borrower has received Qualifying Bids). Such Borrower shall purchase Term Loans from each Lender whose Return Bid is within the Discount Range and contains a
Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received
at a Reply Price lower than the Applicable Threshold Price will be purchased at such applicable Reply Prices and shall not be subject to proration. 

(d) Proration Procedures. All Term Loans offered in Return Bids (or, if applicable, any component thereof) constituting Qualifying Bids
at the Applicable Threshold Price will be purchased at the Applicable Threshold Price; provided that if the aggregate principal amount (calculated on the face amount thereof) of all Term Loans for which Qualifying Bids have been submitted in
any given Auction at the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term Loans to be purchased at prices below the Applicable Threshold Price), the applicable Borrower shall purchase the
Term Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount equal to the amount necessary to complete the purchase of the Auction
Amount. No Return Bids or any component thereof will be accepted above the Applicable Threshold Price. 
 (e) Notification Procedures.
The Auction Manager will calculate the Applicable Threshold Price and post the Applicable Threshold Price and proration factor onto an internet or intranet site (including an IntraLinks, SyndTrak or other similar electronic system) in accordance
with the Auction Manager’s standard dissemination practices by 1:00 p.m. (Pacific time) on the same Business Day as the date the Return Bids were due (as such due date may be extended in accordance with this Schedule 2.16). The Auction
Manager will insert the principal amount of Term Loans to be assigned and the applicable settlement date into each applicable Auction Assignment and Assumption received in connection with a Qualifying Bid. Upon the request of the submitting Lender,
the Auction Manager will promptly return any Auction Assignment and Assumption received in connection with a Return Bid that is not a Qualifying Bid. 

(f) Additional Procedures. In connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any
withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Term
Loans by the applicable Borrower required by the terms and conditions of Section 2.16 of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by such Borrower is required in accordance
with the foregoing provisions shall be paid directly by such Borrower to the respective assigning Lender on a settlement date as determined jointly by such Borrower and the Auction Manager (which shall be not later than ten (10) Business Days
after the date Return Bids are 







 
due). Such Borrower shall execute each applicable Auction Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and validity and
eligibility of Term Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with such Borrower, and their determination will be final and binding so long as such determination is not inconsistent with the
terms of Section 2.16 of the Credit Agreement or this Schedule 2.16. The Auction Manager’s interpretation of the terms and conditions of the offering document, in consultation with such Borrower, will be final and binding so
long as such interpretation is not inconsistent with the terms of Section 2.16 of the Credit Agreement or this Schedule 2.16. None of the Administrative Agent, the Auction Manager, any other Agent-Related Person or any of their
respective affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Borrowers, the Loan Parties, or any of their affiliates (whether contained in an offering document or otherwise) or for any failure
to disclose events that may have occurred and may affect the significance or accuracy of such information. This Schedule 2.16 shall not require any Borrower to initiate any Auction. 







 Schedule 5.04: Subsidiaries 

Restricted Subsidiaries/Guarantors 
  

									
	 Restricted Subsidiaries
	  	 Form

of Legal Entity
	  	 Jurisdiction of
Formation
	  	Percentage
Ownership	 
	 350 Leasing Company I, LLC**
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 350 Leasing Company II, LLC**
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 450 Leasing Company I, LLC**
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 550 Leasing Company I, LLC**
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 550 Leasing Company II, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 AC Holding Corp.
	  	Corporation	  	Nevada	  	 	100	% 
	 AC Holding Corp. II
	  	Corporation	  	Nevada	  	 	100	% 
	 Arena Land Holdings, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Aria Resort & Casino, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Beau Rivage Resorts, LLC1
	  	Limited Liability Company	  	Mississippi	  	 	100	% 
	 Bellagio, LLC, dba Bellagio
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Circus Circus Casinos, Inc., dba Circus Circus Hotel and Casino-Las Vegas Circus Circus Hotel and
Casino-Reno and Slots-A-Fun Casino
	  	Corporation	  	Nevada	  	 	100	% 
	 CityCenter Facilities Management, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 CityCenter Realty Corporation
	  	Corporation	  	Nevada	  	 	100	% 
	 Destron, Inc.
	  	Corporation	  	Nevada	  	 	100	% 
	 Diamond Gold, Inc.
	  	Corporation	  	Nevada	  	 	100	% 
	 Galleon, Inc.**
	  	Corporation	  	Nevada	  	 	100	% 
	 Gold Strike L.V.
	  	Partnership	  	Nevada	  	 	(1	) 
	 Grand Garden Arena Management, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Grand Laundry, Inc.
	  	Corporation	  	Nevada	  	 	100	% 
	 Las Vegas Arena Management, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 LV Concrete Corp.**
	  	Corporation	  	Nevada	  	 	100	% 
	 MAC, Corp.
	  	Corporation	  	New Jersey	  	 	100	% 
	 Mandalay Corp., dba Mandalay Bay Resort and Casino and The Hotel
	  	Corporation	  	Nevada	  	 	100	% 
	 Mandalay Employment, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Mandalay Place, LLC2
	  	Limited Liability Company	  	Nevada	  	 	100	% 

  

	1 	Formerly, Merger Sub Beau, LLC. Successor by merger to Beau Rivage Resorts, Inc. and Bungalow, Inc. 


	2 	Formerly, Mandalay Place. 









									
	 Mandalay Resort Group
	  	Corporation	  	Nevada	  	 	100	% 
	 Metropolitan Marketing, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM CC, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Elgin Sub, Inc.
	  	Corporation	  	Nevada	  	 	100	% 
	 MGM Grand Condominiums, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Grand Condominiums II, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Grand Condominiums III, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Grand Detroit, Inc.
	  	Corporation	  	Delaware	  	 	100	% 
	 MGM Grand Hotel, LLC, dba MGM Grand Hotel & Casino
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Hospitality, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM International, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Lessee, LLC
	  	Limited Liability Company	  	Delaware	  	 	100	% 
	 MGM Resorts Advertising, Inc.
	  	Corporation	  	Nevada	  	 	100	% 
	 MGM Resorts Aircraft Holdings, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts Arena Holdings, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts Aviation Corp.
	  	Corporation	  	Nevada	  	 	100	% 
	 MGM Resorts Corporate Services
	  	Corporation	  	Nevada	  	 	100	% 
	 MGM Resorts Development, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts Festival Grounds, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts Festival Grounds II, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts Interactive, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts International Design
	  	Corporation	  	Nevada	  	 	100	% 
	 MGM Resorts International Global Gaming Development, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts International Marketing, Inc.
	  	Corporation	  	Nevada	  	 	100	% 
	 MGM Resorts International Operations, Inc.
	  	Corporation	  	Nevada	  	 	100	% 
	 MGM Resorts Land Holdings, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts Macao, LLC**
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts Management and Technical Services, LLC**
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts Manufacturing Corp.
	  	Corporation	  	Nevada	  	 	100	% 
	 MGM Resorts Mississippi, Inc., dba Gold Strike Casino Resort
	  	Corporation	  	Mississippi	  	 	100	% 
	 MGM Resorts Regional Operations, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 









									
	 MGM Resorts Retail
	  	Corporation	  	Nevada	  	 	100	% 
	 MGM Resorts Sub 1, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts Sub 2, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts Sub 3, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Resorts Venue Management, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 MGM Springfield, LLC
	  	Limited Liability Company	  	Massachusetts	  	 	100	% 
	 MH, Inc., dba Shadow Creek
	  	Corporation	  	Nevada	  	 	100	% 
	 M.I.R. Travel
	  	Corporation	  	Nevada	  	 	100	% 
	 Mirage Laundry Services Corp.
	  	Corporation	  	Nevada	  	 	100	% 
	 Mirage Resorts, Incorporated
	  	Corporation	  	Nevada	  	 	100	% 
	 MMNY Land Company, Inc.
	  	Corporation	  	New York	  	 	100	% 
	 MRGS, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 M.S.E. Investments, Incorporated
	  	Corporation	  	Nevada	  	 	100	% 
	 Nevada Landing Partnership
	  	Partnership	  	Illinois	  	 	(2	) 
	 New Castle Corp., dba Excalibur Hotel and Casino
	  	Corporation	  	Nevada	  	 	100	% 
	 New York-New York Hotel & Casino, LLC, dba New York-New York Hotel &
Casino
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 New York-New York Tower, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 OE Pub, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Park District Holdings, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 PRMA, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 PRMA Land Development Company, dba Primm Valley Golf Club
	  	Corporation	  	Nevada	  	 	100	% 
	 Project CC, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Ramparts, Inc., dba Luxor Hotel and Casino
	  	Corporation	  	Nevada	  	 	100	% 
	 Signature Tower I, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Signature Tower 2, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Signature Tower 3, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 The Crystals at CityCenter Management, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 The Mirage Casino-Hotel, LLC3
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 The Signature Condominiums, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Tower B, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 

  

	3 	Succesor by merger to The Mirage Casino Hotel. 









									
	 Tower C, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Vdara Condo Hotel, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Vendido, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Victoria Partners, dba Monte Carlo Resort and Casino
	  	Partnership	  	Nevada	  	 	(3	) 
	 VidiAd
	  	Corporation	  	Nevada	  	 	100	% 
	 Vintage Land Holdings, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 
	 Vintage Land Holdings II, LLC
	  	Limited Liability Company	  	Nevada	  	 	100	% 

  

	**	Denotes that entity may be dissolved prior to the Closing Date 


	(1)	The partnership interests are owned 97.5% by M.S.E. Investments, Incorporated and 2.5% by Diamond Gold, Inc. 


	(2)	The partnership interests are owned 85% by M.S.E. Investments, Incorporated and 15% by Diamond Gold, Inc. 


	(3)	The partnership interests are owned 50% by Gold Strike L.V., 49% by MGM Resorts International and 1% by Mirage Resorts, Incorporated. 


 

									
	Unrestricted Subsidiaries	  	 Form

of
 Legal
Entity
	  	Jurisdiction of
Organization	  	Percentage
Ownership	 
	 Blue Tarp reDevelopment, LLC
	  	Limited Liability
Company	  	Massachusetts	  	 	(1	) 
	 M3 Nevada Insurance Company
	  	Corporation	  	Nevada	  	 	100	% 
	 MGM Asia Pacific Limited (f/k/a MGM Resorts China Holdings Limited)
	  	Limited Liability
Company	  	Hong Kong	  	 	100	% 
	 MGM (Beijing) Hospitality Services, Ltd.
	  	Limited Liability
Company	  	Beijing	  	 	100	% 
	 MGM China Holdings, Ltd.
	  	Limited Liability
Company	  	Cayman
Islands	  	 	(2	) 
	 MGM Grand (International), Pte Ltd.
	  	Limited Liability
Company	  	Singapore	  	 	100	% 
	 MGM Grand (Macao) Limited**
	  	Limited Liability
Company	  	Macau	  	 	100	% 
	 MGM Grand Paradise, S.A.
	  	Corporation	  	Macau	  	 	51	% 
	 MGM Growth Properties LLC
	  	Limited Liability
Company	  	Delaware	  	 	100	% 
	 MGM Growth Properties OP GP LLC
	  	Limited Liability
Company	  	Delaware	  	 	100	% 
	 MGM Growth Properties Operating Partnership LP
	  	Limited
Partnership	  	Delaware	  	 	(3	) 
	 MGM Hospitality Development, LLC
	  	Limited Liability
Company	  	Dubai	  	 	100	% 
	 MGM Hospitality Global, LLC
	  	Limited Liability
Company	  	Nevada	  	 	100	% 
	 MGM Hospitality Holdings, LLC
	  	Limited Liability
Company	  	Dubai	  	 	100	% 
	 MGM Hospitality India Private, Ltd.
	  	Limited Liability
Company	  	Isle of Man	  	 	100	% 
	 MGM Hospitality International, GP, Ltd.
	  	Limited Liability
Company	  	Cayman
Islands	  	 	100	% 









									
	 MGM Hospitality International Holdings, Ltd.
	  	Limited Liability
Company	  	Isle of Man	  	 	100	% 
	 MGM Hospitality International, LP
	  	Limited
Partnership	  	Cayman
Islands	  	 	100	% 
	 MGM National Harbor, LLC
	  	Limited Liability
Company	  	Nevada	  	 	100	% 
	 MGM OP Holdco Inc.
	  	Corporation	  	Nevada	  	 	100	% 
	 MGM OP Holdco Sub, LLC
	  	Limited Liability
Company	  	Delaware	  	 	100	% 
	 MGM Resorts Canada, Inc.
	  	Corporation	  	NB, Canada	  	 	100	% 
	 MGM Resorts Club Holdings, Ltd.**
	  	Limited Liability
Company	  	Hong Kong	  	 	100	% 
	 MGM Resorts International Holdings, Ltd.
	  	Limited Liability
Company	  	Isle of Man	  	 	100	% 
	 MGM Resorts International Marketing, Ltd.
	  	Limited Liability
Company	  	Hong Kong	  	 	100	% 
	 MGM Resorts Japan, LLC
	  	Limited Liability
Company	  	Japan	  	 	100	% 
	 MGM Resorts Limited, LLC* **
	  	Limited Liability
Company	  	Nevada	  	 	100	% 
	 MGM Resorts West Japan, LLC
	  	Limited Liability
Company	  	Japan	  	 	100	% 
	 MGM Springfield reDevelopment, LLC
	  	Limited Liability
Company	  	Massachusetts	  	 	100	% 
	 MGMM Insurance Company
	  	Corporation	  	Nevada	  	 	100	% 
	 MGP Escrow Co-Issuer, Inc.
	  	Corporation	  	Delaware	  	 	100	% 
	 MGP Escrow Issuer, LLC
	  	Limited Liability
Company	  	Delaware	  	 	100	% 
	 MGP Lessor Holdings, LLC
	  	Limited Liability
Company	  	Delaware	  	 	100	% 
	 MGP Lessor, LLC
	  	Limited Liability
Company	  	Delaware	  	 	100	% 

  

	*	Denotes that this entity is a Specified Unrestricted Subsidiary 


	**	Denotes that entity may be dissolved prior to the Closing Date 


	(1)	99% of the voting securities are owned by MGM Resorts International and 1% is owned by an unrelated third party. 


	(2)	The company interests are owned 51% by MGM Resorts International Holdings, Ltd. and 49% owned by unrelated third parties. 


	(3)	The General Partner is MGM OP Holdco Inc. and the sole Limited Partner is MGM OP Holdco, Sub, LLC. 

  

											
	 Non-Control Subsidiaries
	  	Form
of
Legal Entity	  	Jurisdiction of
Organization	 	  	Percentage
Ownership	 
	 None.
	  		  				  			
				
	 Designated Restricted Entities:
	  	Form
of
Legal Entity	  	Jurisdiction of
Organization	 	  	Percentage
Ownership	 
	 MGM Grand Detroit, LLC
	  	Limited Liability
Company	  	 	Delaware	  	  	 	(1	) 

  

	(1)	Approximately 97% of the voting securities are owned by MGM Grand Detroit, Inc. and 3% are owned by unrelated third parties. 








 Schedule 5.24 Flood Zone Properties 

None. 







 Schedule 11.02: Notice Addresses 

Website of the Borrower for links to documents pursuant to Section 7.01: 

http://mgmresorts.investorroom.com/ 
 Address for Borrower,
Co-Borrower and each Restricted Subsidiary: 
 MGM Resorts International 

3600 Las Vegas Boulevard South 
 Las Vegas, Nevada 89109 

Attn: Daniel J. D’Arrigo 
 Telecopier: 702 693-7628 

Telephone: 702 693-8895 
 Email: d’arrigo@mgmresorts.com 

With a copy to: 
 MGM Resorts International 

3600 Las Vegas Boulevard South 
 Las Vegas, Nevada 89109 

Attn: John M. McManus 
 Telecopier: 702 693-8123 

Telephone: 702 693-7899 
 Email: jmcmanus@mgmresorts.com 

With a copy to: 
 Milbank, Tweed, Hadley & McCloy
LLP 
 Attn: Rod Miller 
 28 Liberty Street 

New York, New York 10005-1413 
 Telecopier: 212 822-5022 

Telephone: 212 530-5022 
 Email: rdmiller@milbank.com 

Address for Administrative Agent and L/C Issuer: 

Administrative Agent’s Office 
 (for payments and
Requests for Credit Extensions): 
 Bank of America, N.A. 

Street Address: 901 Main Street 
 Mail Code: TX1-492-14-11 

Dallas, TX 75202-3714 
 Attention: Diana Lopez 

Telephone: 972.338.3774 
 Telecopier: 214.290.8384 

Electronic Mail: diana.r.lopez@baml.com 







 Other Notices as Administrative Agent and Collateral Agent: 

Bank of America, N.A. 
 Agency Management 

Street Address: 901 Main Street 
 Mail Code: TX1-492-14-04 

Dallas, TX 75202 
 Attention: Dewayne Rosse 

Telephone: 214-209-0529 
 Telecopier: 214-672-8623 

Electronic Mail: dewayne.rosse@baml.com 
 L/C Issuer: 

Bank of America, N.A. 
 Trade Operations 

Bank of America 
 Mail Code: PA6-580-02-30 

1 Fleet Way 
 Scranton, PA, 18507 

Attention: Maria Shmakov 
 Telephone: 800-370-7519 x4969541 

Electronic Mail: maria.shmakov@baml.com 
 With a copy to:

 Cahill, Gordon & Reindel LLP 
 Attn: Noah B. Newitz

 80 Pine Street 
 New York, New York 10005 

Telecopier: (212) 378-2548 
 Telephone: (212) 701-3295








 EXHIBIT A 

FORM OF COMMITTED LOAN NOTICE 

Date:                     ,
         
 To:     Bank of America, N.A., as Administrative Agent 

Ladies and Gentlemen: 
 Reference is made to that
certain Amended and Restated Credit Agreement, entered into as of April 25, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being
used herein as therein defined), among MGM Resorts International, a Delaware corporation (the “Company” and, together with each Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17 of the
Agreement, individually, a “Borrower” and collectively, the “Borrowers”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and
Bank of America, N.A., as Administrative Agent and an L/C Issuer. 
 The undersigned hereby request (select one): 

 

	 	 ̈	A Borrowing of [Revolving][Term A] Loans 

  

	 	 ̈	A conversion or continuation of [Revolving][Term A] Loans 

  

	 	1.	On
                                         
                        (a Business Day). 

  

	 	2.	In the amount of $
                                        


  

	 	3.	Comprised of
                                         
                

 [Type of Loan
requested] 
  

	 	4.	For Eurodollar Rate Loans: with an Interest Period of [         months] [1 week]. 


[The undersigned hereby represents and warrants to the Administrative Agent that after giving effect to any Revolving Borrowing, (i) the
Total Revolving Outstandings shall not exceed the Revolving Facility, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of
all L/C Obligations shall not exceed such Revolving Lender’s Revolving Commitment.]1 
  

 

	1 	Include this sentence in the case of a Revolving Borrowing. 


  
 Form of Committed Loan
Notice 
  








 The Borrower[s] hereby represent[s] and warrant[s] that the conditions specified in Sections
4.02(a) and (b) of the Agreement shall be satisfied on and as of the date of the applicable Credit Extension. 
  

			
	 MGM RESORTS INTERNATIONAL

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	 [[OTHER BORROWERS]

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	                                     
                                     ]



  
 Form of Committed Loan
Notice 
 A - 2 








 EXHIBIT B 

FORM OF JOINT BORROWER PROVISIONS 

Reference is made to that certain Amended and Restated Credit Agreement, entered into as of April 25, 2016 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among MGM Resorts International, a Delaware corporation (the
“Company” and, together with each Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17 of the Agreement, individually, a “Borrower” and collectively, the
“Borrowers”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent and an L/C Issuer. These
Joint Borrower Provisions are attached to and made a part of the Credit Agreement as Exhibit B thereto. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. The Borrowers
each agree that: 
 1. Requests for Credit Extensions. Requests for Credit Extensions may be made by one or more Borrowers, and the
Administrative Agent and the Lenders are authorized to honor and rely upon any such request or any instructions received from any Responsible Officer of any such Borrower. It is expressly agreed and understood by each Borrower that the
Administrative Agent, the L/C Issuers and the Lenders shall have no responsibility to inquire into the apportionment, allocation or disposition of any Loans or Letters of Credit made to any Borrower. Obligations incurred by the Borrowers are the
joint and several obligation of each of them, notwithstanding the crediting of any Loan or Letter of Credit to the account of a particular Borrower. 

2. Implementation. For the purpose of implementing the joint borrower provisions of the Loan Documents, each of the Borrowers hereby
irrevocably appoints the others as its agent and attorney-in-fact for all purposes of the Loan Documents, including without limitation the giving and receiving of notices and other communications, the making of Requests for Credit Extensions, the
execution and delivery of certificates, the receiving and allocating of disbursements from the Administrative Agent and the Lenders and the issuance of Letters of Credit by the L/C Issuers. 

3. Acknowledgment and Indemnity Regarding Joint Handling. It is understood and agreed that the handling of the Facilities on a joint
borrowing basis as set forth in the Credit Agreement is solely as an accommodation to Borrowers and at the request of Borrowers, and that the Administrative Agent, the L/C Issuers and the Lenders shall incur no liability to Borrowers or any other
Person as a result thereof. To induce the Administrative Agent, the L/C Issuers and the Lenders to do so, and in consideration thereof, Borrowers hereby agree to indemnify the Administrative Agent, each L/C Issuer and each Lender and hold them
harmless from and against any and all liabilities, expenses, losses, damages and/or claims of damage or injury asserted against them by Borrowers or by any other Person arising from or incurred by reason of the joint handling of the financing
arrangements provided in the Credit Agreement, reliance by the Administrative Agent, the L/C Issuers and the Lenders on any requests or instructions from Borrowers, or any other similar action taken by the Administrative Agent, any L/C Issuer or any
Lender under the Loan Documents. 

  
 Form of Joint Borrower
Provisions 
 B - 1 








 4. Representation and Warranty. Each Borrower represents and warrants to the
Administrative Agent, the L/C Issuers and the Lenders that the request for joint handling of the Obligations is made because Borrowers are engaged in an integrated operation that requires financing on a basis permitting the availability of credit
from time to time to each Borrower as required for the continued successful operation of such Borrower and the Borrowers’ integrated operations. Each Borrower expects to derive benefit, directly or indirectly, from such availability because the
successful operation of the Company and its Subsidiaries is dependent on the continued successful performance of the functions of the integrated group. 

Each Borrower represents and warrants to the Administrative Agent, each L/C Issuer and each Lender that (i) it has established adequate
means of obtaining, on a continuing basis, financial and other information pertaining to the business, operations and condition (financial and otherwise) of each Borrower, its Subsidiaries and its Property, and (ii) it now is and hereafter will
be completely familiar with the business, operations and condition (financial and otherwise) of such Persons and their Property. Each Borrower hereby waives and relinquishes any duty on the part of the Administrative Agent, any L/C Issuer or any
Lender to disclose to it any matter, fact or thing relating to the business, operations or condition (financial or otherwise) of Borrowers, their Subsidiaries or their Property, whether now or hereafter known by the Administrative Agent, any L/C
Issuer or any Lender during the term of the Credit Agreement. 
 5. Waivers and Consents. Each Borrower consents and agrees that the
Administrative Agent, the L/C Issuers and the Lenders may, at any time and from time to time, without notice or demand to any of them, and without affecting the enforceability or security hereof or of any other Loan Document: 

(a) supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the
Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; 
 (b) supplement,
modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy,
right, representation or term thereof or thereunder; 
 (c) accept new or additional instruments, documents or agreements in
exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; 
 (d) accept partial payments
on the Obligations; 
 (e) receive and hold additional security or guaranties for the Obligations or any part thereof; 

(f) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any security or
guaranties, and apply any security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuers and the Lenders in their sole and absolute discretion may determine; 

  
 Form of Joint Borrower
Provisions 
 B - 2 








 (g) release any Borrower, any Party, any Guarantor or any other Person from any
personal liability with respect to the Obligations or any part thereof; 
 (h) settle, release on terms satisfactory to the
Administrative Agent, the L/C Issuers and the Lenders or by operation of applicable Laws or otherwise liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at
any sale; and 
 (i) consent to the merger, change or any other restructuring or termination of the corporate or other
existence of any Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of any Person under any Loan Document to which the Borrowers are a party or the
enforceability hereof or thereof with respect to all or any part of the Obligations; 
 provided that nothing contained herein shall permit the
Administrative Agent to amend the terms of any Loan Document without the written consent of all of the Parties thereto. 
 Upon the
occurrence of and during the continuance of an Event of Default, the Administrative Agent, the L/C Issuers and the Lenders may enforce the Credit Agreement and the other Loan Documents independently as to each Borrower and independently of any other
remedy or security the Administrative Agent, any L/C Issuer or any Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for them to marshal assets in favor of any Borrower or any other Person or to
proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce any Loan Document or these Joint Borrower Provisions. Each Borrower expressly waives any right to require the Administrative Agent, any L/C Issuer or
any Lender to marshal assets in favor of any Borrower or any other Person or to proceed against any Person or any collateral provided thereby, and agrees that the Administrative Agent, the L/C Issuers and the Lenders may proceed against each
Borrower, any other Person and/or the collateral in such order as they determine in their sole and absolute discretion. The Administrative Agent (with the consent of the Required Lenders) may file a separate action or actions against each Borrower,
whether action is brought or prosecuted with respect to any other security or against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees that the Administrative Agent, the L/C Issuers and the
Lenders may deal with any Borrower or any other Person in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them (in each case, with the consent of the Parties to such
contracts or agreements), in any manner whatsoever, all without in any way altering or affecting the security of the Loan Documents. Each Borrower expressly waives the benefit of any statute(s) of limitations affecting its liability under the Loan
Documents or the enforcement of the Obligations created therein. The Administrative Agent’s, the L/C Issuers’ and the Lenders’ rights hereunder and under the other Loan Documents shall be reinstated and revived, and the enforceability
of the Credit Agreement and the other Loan Documents shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by them upon the bankruptcy, insolvency or
reorganization of any Borrower, all as though such amount had not been paid. Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Person with
respect to the Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Obligations 

  
 Form of Joint Borrower
Provisions 
 B - 3 








 
or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any Borrower
(other than by reason of the full payment and performance of all Obligations), (d) any failure of the Administrative Agent, any L/C Issuer or any Lender to marshal assets in favor of any Borrower or any other Person, (e) any failure of the
Administrative Agent, any L/C Issuer or any Lender to give notice of sale or other disposition to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition, (f) any failure of the
Administrative Agent, any L/C Issuer or any Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including without limitation any failure of the Administrative
Agent, any L/C Issuer or any Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation, (g) any act or omission of the Administrative Agent, any L/C Issuer or any Lender or
other Persons that directly or indirectly results in or aids the discharge or release of any Borrower or any other Person or the Obligations or any other security or guaranty therefor by operation of Law or otherwise, (h) any Law which provides
that the Obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s Obligation in proportion to the principal Obligation,
(i) any failure of the Administrative Agent, any L/C Issuer or any Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by the Administrative Agent, any L/C Issuer or any
Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any Lien under Section 364 of the United
States Bankruptcy Code, (1) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any
Person, (n) the avoidance of any Lien in favor of the Administrative Agent, any L/C Issuer or any Lender for any reason, or (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution
proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding. Each Borrower expressly waives all
setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with
respect to the Obligations (except any of the same which are expressly provided for in the Loan Documents), and all notices of acceptance of the Credit Agreement or of the existence, creation or incurring of new or additional Obligations. 

6. Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to
which any Borrower is a party, the Borrowers hereby waive with respect to each other and their respective successors and assigns (including any surety) and any other Person any and all rights at Law or in equity, to subrogation, to reimbursement, to
exoneration, to contribution, to indemnity, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or
transferee against a maker and which any Borrower may have or hereafter acquire against each other or any other Person in connection with or as a result of their execution, delivery and/or performance of the Credit Agreement, these Joint Borrower
Provisions or any other Loan Document to which any of them is a party. The Borrowers agree that they shall not have or assert any such rights 

  
 Form of Joint Borrower
Provisions 
 B - 4 








 
against one another or their respective successors and assigns or any other Person (including any surety), either directly or as an attempted setoff to any action commenced against any Borrower
by any other Borrower (as Borrowers or in any other capacity) or any other Person. The Borrowers hereby acknowledge and agree that this waiver is intended to benefit the Administrative Agent, the L/C Issuers and the Lenders and shall not limit or
otherwise affect the Borrowers’ liabilities hereunder or under any other Loan Document to which any of them is a party, or the enforceability hereof or thereof. 

7. Understandings with Respect to Waivers and Consents. Each Borrower warrants and agrees that each of the waivers and consents set
forth herein are made with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense waived may diminish, destroy or otherwise adversely affect rights which they otherwise may have against
each other, the Administrative Agent, the L/C Issuers, the Lenders or others, or against collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or Law. If any of the
waivers or consents herein are determined to be contrary to any applicable Law or public policy, such waivers and consents shall be effective to the maximum extent permitted by Law. 

  
 Form of Joint Borrower
Provisions 
 B - 5 








 EXHIBIT C-1 

FORM OF TERM A NOTE 

                     ,
                  
 FOR VALUE RECEIVED, the
undersigned hereby promise to pay to                          or its registered assigns (the “Lender”), in
accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Term A Loan from time to time made by the Lender to the Borrowers (as hereinafter defined) under that certain Amended and Restated Credit
Agreement, entered into as of April 25, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined),
among MGM Resorts International, a Delaware corporation (the “Company” and, together with each Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17 of the Agreement, individually, a
“Borrower” and collectively, the “Borrowers”), each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent and an L/C Issuer. 

The Borrowers promise to pay interest on the unpaid principal amount of the Term A Loan made by the Lender from the date of such Loan until
such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before
as well as after judgment) computed at the per annum rate set forth in the Agreement. 
 This Term A Note is one of the Term A Notes
referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term A Note is also entitled to the benefits of the Guaranty and is secured by the
Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term A Note shall become, or may be declared to be, immediately due and payable all as
provided in the Agreement. The Borrowers shall be jointly and severally liable for the Obligations represented by this Term A Loan, subject to the limitations expressly set forth in the Agreement. The Term A Loan made by the Lender shall be
evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term A Note and endorse thereon the date, amount and maturity of its Loans and payments with
respect thereto. 
 The Borrowers, for themselves, their successors and assigns, hereby waive diligence, presentment, protest and demand and
notice of protest, demand, dishonor and non-payment of this Term A Note. 
  

  
 Form of Term A Note 

C-1 - 1 








 THIS TERM A NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. 
  

			
	 Borrowers:

	
	 MGM RESORTS INTERNATIONAL

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	 [[OTHER BORROWERS]

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	 ]




  
 Form of Term A Note 

C-1 - 2 








 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

																									
	 Date
	  	Type of
Loan Made	 	  	Amount of
Loan Made	 	  	End of
Interest
Period	 	  	Amount of
Principal or
Interest Paid
This Date	 	  	Outstanding
Principal
Balance This
Date	 	  	Notation
Made By	 
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  


  
 Form of Term A Note 

C-1 - 3 








 EXHIBIT C-2 

FORM OF REVOLVING NOTE 

                    ,
             
 FOR VALUE RECEIVED, the undersigned hereby promise to pay to
            or its registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving
Loan from time to time made by the Lender to the Borrowers (as hereinafter defined) under that certain Amended and Restated Credit Agreement, entered into as of April 25, 2016 (as amended, restated, extended, supplemented or otherwise modified
in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among MGM Resorts International, a Delaware corporation (the “Company” and, together with each
Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17 of the Agreement, individually, a “Borrower” and collectively, the “Borrowers”), each lender from time to time party
thereto, and Bank of America, N.A., as Administrative Agent and an L/C Issuer. 
 The Borrowers promise to pay interest on the unpaid
principal amount of each Revolving Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon
demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 

This Revolving Note is one of the Revolving Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in
whole or in part subject to the terms and conditions provided therein. This Revolving Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of
Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Borrowers shall be jointly and severally liable
for the Obligations represented by this Revolving Note, subject to the limitations expressly set forth in the Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the
ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. 

The Borrowers, for themselves, their successors and assigns, hereby waive diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Revolving Note. 
  

  
 Form of Revolving Note

 C-2 - 1 








 THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK. 
  

			
	 Borrowers:

	
	 MGM RESORTS INTERNATIONAL

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	 [[OTHER BORROWERS]

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	 ]




  
 Form of Revolving Note

 C-2 - 2 








 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

																									
	 Date
	  	Type of
Loan Made	 	  	Amount of
Loan Made	 	  	End of
Interest
Period	 	  	Amount of
Principal or
Interest Paid
This Date	 	  	Outstanding
Principal
Balance This
Date	 	  	Notation
Made By	 
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  
	 ______
	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  	  	 	______	  


  
 Form of Revolving Note

 C-2 - 3 








 EXHIBIT D 

FORM OF COMPLIANCE CERTIFICATE 

Financial Statement Date:
                    ,          

To:     Bank of America, N.A., as Administrative Agent 

Ladies and Gentlemen: 
 Reference is made to that
certain Amended and Restated Credit Agreement, dated as of April 25, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used
herein as therein defined), among MGM Resorts International, a Delaware corporation (the “Company” and, together with each Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17 of the
Agreement, individually, a “Borrower” and collectively, the “Borrowers”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and
Bank of America, N.A., as Administrative Agent and an L/C Issuer. 
 The undersigned Responsible Officer hereby certifies as of the date
hereof that he/she is the             of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the
Company, and that: 
 [Use following paragraph 1 for fiscal year-end financial statements] 

1. The Company has delivered the year-end audited financial statements required by Section 7.01(b) of the Agreement for the Fiscal
Year ended as of the above date, together with the report of an independent public accountant required by such section. 
 [Use following
paragraph 1 for fiscal quarter-end financial statements] 
 1. The Company has delivered the unaudited financial statements required by
Section 7.01(a) of the Agreement for the Fiscal Quarter ended as of the above date. Such consolidated financial statements fairly present in all material respects the financial condition, results of operations and changes in financial
position of the Company and its Subsidiaries in conformity with GAAP, as at such date and for such period (except for the absence of certain footnotes and other informational disclosures customarily omitted from interim financial statements). 

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her
supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrowers and their Restricted Subsidiaries during the accounting period covered by such financial statements. 

3. A review of the activities of the Borrowers and their Restricted Subsidiaries during such fiscal period has been made under the supervision
of the undersigned 

  
 Form of Compliance
Certificate 
 D - 1 








 
with a view to determining whether during such fiscal period the Loan Parties performed and observed all their Obligations under the Loan Documents, and 

[select one:] 
 [to the
best knowledge of the undersigned, as of the date hereof, no Default has occurred and is continuing.] 
 —or— 

[to the best knowledge of the undersigned, the following covenants or conditions have not been performed or observed and the following is a
list of each such Default and its nature and status:] 
 4. The financial covenant analyses and information set forth on Schedule 1
attached hereto are true and accurate on and as of the date of this Certificate. 
 IN WITNESS WHEREOF, the undersigned has
executed this Certificate as of                     ,        . 

 

			
	 MGM RESORTS INTERNATIONAL

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




  
 Form of Compliance
Certificate 
 D - 2 








 For the Fiscal Quarter/Fiscal Year ended
            ,             (“Statement Date”) 

SCHEDULE 1 
 to the Compliance
Certificate 
 ($ in 000’s) 
  

									
	 I.
	 	Section 8.12(a)             Total Net Leverage Ratio	  
		 	A.	  	Net Indebtedness of the Borrower Group as of the Statement Date:	  	 	$______	  
		 	B.	  	EBITDA of the Borrower Group for the period of four consecutive Fiscal Quarters ending on the Statement Date:	  	 	$______	  
		 	C.	  	EBITDA of the Borrower Group attributable to Unconsolidated Affiliates:	  	 	$______	  
		 	D.	  	Without duplication of amounts included in I. A., the aggregate amount of any recurring or ordinary course cash dividends or other recurring or ordinary cash distributions received by the Borrower Group from Unconsolidated
Affiliates, Unrestricted Subsidiaries or from cost method investments2:	  	 	$______	  
		 	E.	  	Rent incurred under the Master Lease and any Similar Lease (regardless of whether such rent was reflected in Net Income for such period):	  	 	$______	  
		 	F.	  	Borrower Group EBITDA (I.B – I.C. + I.D – I.E):	  	 	$______	  
		 	G.	  	Total Net Leverage Ratio (Ratio of I.A to I.F):	  	 	______	  
		 	H.	  	Maximum Total Net Leverage Ratio:	  	 	__ to 1.00	  
	 II.
	 	Section 8.12(b)             First Lien Net Leverage Ratio	  
		 	A.	  	Net Indebtedness of the Borrower Group as of the Statement Date that is secured by Liens that have the same priority as the Liens securing the Obligations under the Agreement:	  	 	$______	  
		 	B.	  	Borrower Group EBITDA for the most recently ended Test Period (Line 1.F):	  	 	$______	  
		 	C.	  	First Lien Net Leverage Ratio (Ratio of II.A to II.B):	  	 	______	  

  

	2 	For the avoidance of doubt, a dividend or cash distribution shall be deemed recurring or ordinary course to the extent such distribution was not intended to be a special dividend or distribution. 


  
 Form of Compliance
Certificate 
 D - 3 









									
		 	D.	  	Maximum First Lien Net Leverage Ratio:	  	 	__ to 1.00	  
	 III.
	 	Section 8.12(c)             Interest Coverage Ratio	  
		 	A.	  	Borrower Group EBITDA for the most recently ended period of four consecutive Fiscal Quarters ending on the Statement Date:	  	 	$______	  
		 	B.	  	Interest Expense of the Borrower Group for the most recently ended Test Period, and excluding Interest Expense associated with the Master Lease and any Similar Lease and Interest Expense related to any amortization of deferred
financing costs and original issue discount:	  	 	$______	  
		 	C.	  	Interest Coverage Ratio (Ratio of III.A to III.B):	  	 	______	  
		 	D.	  	Minimum Interest Coverage Ratio:	  	 	__ to 1.00	  
	 IV.
	 	Available Amount	  
		 	A.	  	$500,000:	  	 	$500,000	  
		 	B.	  	Cumulative Net Income:	  	 	$______	  
		 	C.	  	The amount of dividends, distributions and returns of capital (including, for the avoidance of doubt, proceeds from sales of Investments financed using Available Amount pursuant to Section 8.06 of the Agreement, but
excluding any expense reimbursements, indemnification payments, and any ordinary course dividends added back to Borrower Group EBITDA), actually received in cash by the Borrower Group after the Closing Date and prior to the Statement Date from any
Person which is not included in the Borrower Group:	  	 	$______	  
		 	D.	  	The net cash proceeds of any issuance by the Company of common Equity Interests or other Qualified Equity Interests after the Closing Date and prior to the Statement Date:	  	 	$______	  
		 	E.	  	the aggregate principal amount of any Indebtedness or Disqualified Equity Interests, in each case, of the Company and/or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness or such Disqualified Equity
Interests issued to the Company or a Restricted Subsidiary), which has been converted into or exchanged for Equity Interests of the Company, and/or any Restricted Subsidiary that does not constitute Disqualified Equity Interests:	  	 	$______	  


  
 Form of Compliance
Certificate 
 D - 4 









									
		 	 F.
	  	Upon the Revocation of a Subsidiary that was Designated as an Unrestricted Subsidiary, the aggregate amount of any Investment in such Subsidiary that was made pursuant to Section 8.06 of the Agreement at the time of such
Revocation:	  	 	$______	  
		 	 G.
	  	Declined Proceeds:	  	 	$______	  
		 	 H.
	  	Available Amount used to make Investments pursuant to Section 8.06(k) of the Agreement as of the Statement Date:	  	 	$______	  
		 	 I.
	  	Available Amount used to prepay, redeem, purchase, defease or satisfy Indebtedness pursuant to Section 8.05(e) of the Agreement:	  	 	$______	  
		 	 J.
	  	Available Amount used to make Restricted Payments pursuant to Section 8.07(g) of the Agreement:	  	 	$______	  
		 	 K.
	  	Available Amount as of the Statement Date (IV.A + IV.B + IV.C + IV.D + IV.E + IV.F + IV.G - IV.H - IV.I - IV.J):	  	 	$______	  


  
 Form of Compliance
Certificate 
 D - 5 








 EXHIBIT E-1 

FORM OF ADMINISTRATIVE QUESTIONNAIRE 
  

			
	 1.      Information as of
date (enter date):
  
	  	 
	 2.      Borrower or
Deal Name: MGM Resorts International
  
	  	 
		
	 3.      Legal Name of Lender of Record for Signature Page:

 
 Markit Entity Identifier (MEI)
#:          
  

Fund Manager Name (if applicable):           

 
 Legal Address from Tax Document of Lender of Record:

 
 Country:
          
  

Address:           

 
 City:
                   State/Province:                    Postal Code:

	  	
	 	 
	 4. Domestic Funding Address:

 
 Street Address:           

 
 Suite/ Mail Code:           

 
 City:            State:
          
  
 Postal Code:
           Country:           
	  	 5. Eurodollar Funding Address (if different than #4):

 
 Street Address:           

 
 Suite/ Mail Code:           

 
 City:            State:
          
  
 Postal Code:
           Country:           


 6. Credit Contact Information: 

Syndicate level information (which may contain material non-public information about the Borrower and its related parties or their respective securities
will be made available to the Credit Contact(s). The Credit Contacts identified must be able to receive such information in accordance with his/her institution’s compliance procedures and applicable laws, including Federal and State
securities laws. 
  

			
	 Primary Credit Contact:
	 	 Secondary Credit Contact:

	 First Name:
	 	First Name:
		
	 Middle Name:
	 	Middle Name:
		
	 Last Name:
	 	Last Name:
		
	 Title:
	 	Title:
		
	 Street Address:
	 	Street Address:
		
	 Suite/Mail Code:
	 	Suite/Mail Code:
		
	 City:
	 	City:
		
	 State:
	 	State:
		
	 Postal Code:
	 	Postal Code:
		
	 Country:
	 	Country:
		
	 Office Telephone #:
	 	Office Telephone #:
		
	 Office Facsimile #:
	 	Office Facsimile #:
		
	 Work E-Mail Address:
	 	Work E-Mail Address:
		
	 SyndTrak E-Mail Address:
	 	SyndTrak E-Mail Address:

 Additional SyndTrak User Access: 

Enter E-Mail Addresses of any respective contact who should have access to SyndTrak below. 

SyndTrak E-Mail Addresses:  

  
 Form of Administrative
Questionnaire 
 E-1 - 1 









					
	ADMINISTRATIVE DETAILS REPLY FORM – (US DOLLAR ONLY)	  	 	2	  

 CONFIDENTIAL 

 



	
	 Primary Operations Contact:

	
	 First:
                MI:                 Last: 

	
	 Title: 

	
	 Street Address: 

	
	 Suite/ Mail Code: 

	
	 City:             State:


	
	 Postal Code:             Country:


	
	 Telephone:             Facsimile:


	
	 E-Mail Address: 

	
	 SyndTrak E-Mail Address: 






	
	 Secondary Operations Contact:

	
	 First:
                MI:                 Last: 

	
	 Title: 

	
	 Street Address: 

	
	 Suite/ Mail Code: 

	
	 City:             State:


	
	 Postal Code:             Country:


	
	 Telephone:             Facsimile:


	
	 E-Mail Address: 

	
	 SyndTrak E-Mail Address: 


 
 

  
 Does Secondary
Operations Contact need copy of notices?     YES   ̈     
NO     ̈ 
  

			
	 Letter of Credit Contact:

 
 First:
                MI:                 Last: 

 
 Title: 

 
 Street Address: 

 
 Suite/ Mail Code: 

 
 City: State: 

 
 Postal Code: Country: 

 
 Telephone:
    Facsimile: 
  

E-Mail Address:
	 	 Draft Documentation Contact or Legal Counsel:

 
 First:
                MI:                 Last: 

 
 Title: 

 
 Street Address: 

 
 Suite/ Mail Code: 

 
 City:
            State: 
  

Postal Code:             Country: 

 
 Telephone:
            Facsimile: 
  

E-Mail Address: 



  
 Form of Administrative
Questionnaire 
 E-1 - 2 








 EXHIBIT E-1 

7. Lender’s Fed Wire Payment Instructions: 
 Pay
to: 
 Bank Name: 
 ABA #:

 City:                     State: 

Account #: 
 Account Name: 

 Attention:  
  

 
 8. Lender’s Standby Letter of Credit,
Commercial Letter of Credit, and Bankers’ Acceptance Fed Wire Payment Instructions (if applicable): 
 Pay to: 

Bank Name: 
 ABA #: 

City:                     State: 

Account #: 
 Account Name: 

 Attention:  
 Use
Lender’s Fed Wire Payment Instructions in Section #7 above? YES   ̈    NO   ̈

  

			
	 9. Lender’s Organizational Structure and Tax Status

 
	  	 

 Please refer to the enclosed withholding tax instructions below and then complete this section accordingly: 

Lender Taxpayer Identification Number (TIN):   -     

Tax Withholding Form Delivered to Bank of America (check applicable one): 

W-9   ̈     W-8BEN     ̈     W-8BEN-E     ̈     W-8ECI   ̈     W-8EXP   ̈
    W-8IMY   ̈ 
 Tax Contact:  

First:                    MI:
                   Last:            

Title:            

Street Address:            

Suite/ Mail Code:            

City:            State:            

Postal Code:                Country:
           
 Telephone:           
      Facsimile:            
 E-Mail Address:
           
 SyndTrak E-Mail Address:
           
 NON–U.S. LENDER INSTITUTIONS 

1. Corporations: 
 If your institution is incorporated outside of
the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your 

  
 Form of Administrative
Questionnaire 
 E-1 - 1 








 



 
 ADMINISTRATIVE DETAILS REPLY FORM – (US DOLLAR ONLY) 

CONFIDENTIAL 
  

institution: a.) Form W-8BEN (Certificate of Foreign Status of Beneficial Owner) or Form W-8BEN-E, b.) Form W-8ECI (Income Effectively Connected to a U.S.
Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency). 
 A U.S. taxpayer identification number is
required for any institution submitting a Form W-8 ECI. It is also required on Form W-8BEN or Form W-8BEN-E for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form
applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted. 

2. Flow-Through Entities 
 If your institution is organized
outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form 

W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches for United States Tax Withholding) must be completed by the
intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. 

Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed
forms. Original tax form(s) must be submitted. 
 U.S. LENDER INSTITUTIONS: 

If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number
and Certification). Please be advised that we require an original form W-9. 
 Pursuant to the language contained in the tax section of the
Credit Agreement, the applicable tax form for your institution must be completed and returned on or prior to the date on which your institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested will
subject your institution to U.S. tax withholding. 
  

	*	Additional guidance and instructions as to where to submit this documentation can be found at this link: 

  





 
  
  

10. Bank of America’s Payment Instructions: 
  

			
	Pay to:	  	Bank of America, N.A.
		  	ABA # 026009593
		  	New York, NY
		  	Account #: 001292000883
		  	Attn: Corporate Credit Services
		  	Ref: MGM Resorts International


  
 Form of Administrative
Questionnaire 
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 EXHIBIT E-2 

ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]3 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]5 hereunder are
several and not joint.]6 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and
[the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective
facilities identified below (including, without limitation, the Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the
Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at
law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above
being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by [the][any] Assignor. 
  
  

	3 	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose
the second bracketed language. 


	4 	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the
second bracketed language. 


	5 	Select as appropriate. 


	6 	Include bracketed language if there are either multiple Assignors or multiple Assignees. 


  
 Form of Assignment and
Assumption 
 E-2 - 1 









					
	 1.
	  	Assignor[s]:	  	  

		  		  	  

			
	 2.
	  	Assignee[s]:	  	  

		  		  	  

		
		  	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
		
	 3.
	  	Borrowers: MGM Resorts International, a Delaware corporation [and ____________]
		
	 4.
	  	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement
		
	 5.
	  	Credit Agreement: Amended and Restated Credit Agreement, entered into as of April 25, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”), among MGM Resorts International, a Delaware corporation (the “Company” and, together with each Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17 of the Agreement,
individually, a “Borrower” and collectively, the “Borrowers”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of
America, N.A., as Administrative Agent and an L/C Issuer.
		
	 6.
	  	Assigned Interest:

  

																			
	 Assignor[s]7
	  	Assignee[s]8	  	Facility
Assigned9	  	Aggregate Amount of
Commitment / Loans
for all Lenders10	 	  	Amount of
Commitment /
Loans
Assigned	 	  	Percentage
Assigned of
Commitment /
Loans11	 	 	CUSIP
Number
		  		  	_________	  	$	________________	  	  	$	_________	  	  	 	____________	% 	 	
		  		  	_________	  	$	________________	  	  	$	_________	  	  	 	____________	% 	 	
		  		  	_________	  	$	________________	  	  	$	_________	  	  	 	____________	% 	 	

  

	[7.	Trade Date:             ]12 


 
  

	7 	List each Assignor, as appropriate. 


	8 	List each Assignee, as appropriate. 


	9 	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term A Commitment”, etc.).



	10 	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.



	11 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


	12 	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 


  
 Form of Assignment and
Assumption 
 E-2 - 2 








 Effective Date:
                    , 20            [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in this Assignment and Assumption
are hereby agreed to: 
  

			
	 ASSIGNOR

	 [NAME OF ASSIGNOR]

		
	 By:
	 	  

		 	Title:
	
	 ASSIGNEE

	 [NAME OF ASSIGNEE]

		
	 By:
	 	  

		 	Title:


  

			
	 [Consented to and Accepted:

	
	 BANK OF AMERICA, N.A., as
Administrative Agent

		
	 By:
	 	  

		 	Title:
	
	 Consented to:

	
	 MGM RESORTS INTERNATIONAL

		
	 By:
	 	  

		 	Title:
	
	 [OTHER BORROWERS]

		
	 By:
	 	  

		 	Title:
	
	 BANK OF AMERICA, N.A., as
L/C Issuer

		
	 By:
	 	  

		 	Title:]13

  

	13 	Include consents (including, without limitation, consent of any L/C Issuer) only as required by Section 11.06(b)(iii) of the Credit Agreement. 


  
 Form of Assignment and
Assumption 
 E-2 - 3 








 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

MGM Resorts International 

Amended and Restated Credit Agreement 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the
relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or
Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan
Document. 
 1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and
has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee
under Section 11.06(b)(iii), (v), (vi) and (vii) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to
Section 7.01(a) and (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement,
duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without 

  
 Form of Assignment and
Assumption 
 E-2 - 4 








 
reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned
Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from
and after the Effective Date. 
 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the
State of New York. 

  
 Form of Assignment and
Assumption 
 E-2 - 5 








 EXHIBIT F 

FORM OF ASSUMPTION AGREEMENT 

THIS ASSUMPTION AGREEMENT (“Assumption”) is executed as of
            ,             , by             , a
            (“New Borrower”) and MGM Resorts International, a Delaware corporation (the “Company”), and delivered to the Administrative Agent pursuant to
the Amended and Restated Credit Agreement, entered into as of April 25, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among MGM Resorts International, a
Delaware corporation (the “Company” and, together with the Company and each other Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17 of the Agreement, individually, a
“Borrower” and collectively, the “Borrowers”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as
Administrative Agent and an L/C Issuer. This Assumption is subject to the Agreement including, without limitation, Section 2.17 thereof. Terms used but not defined in this Assumption shall have the meanings defined for those terms in the
Agreement. 
 By this Assumption, the Borrowers designate New Borrower as a “Borrower” pursuant to Section 2.17 of the
Agreement. New Borrower agrees that, upon becoming a Borrower, it will become a Party to the Agreement, and will join all the representations, warranties and covenants of the Borrowers, and will be subject to the other terms, conditions, and duties
applicable to the Borrowers under the Agreement, provided that: 
 (i) Each representation, warranty and covenant of the Borrowers in the
Agreement joined in by New Borrower shall be construed, mutatis mutandis, as a representation, warranty or covenant with respect only to New Borrower, or actions to be taken or not taken only by New Borrower, and not as a representation, warranty or
covenant with respect to any other Loan Party or any action taken or not taken by such other Loan Party; and 
 (ii) Upon any breach by New
Borrower of any of its representations, warranties or covenants in the Agreement, as aforesaid, the rights of New Borrower as a Borrower shall be suspended and, if such breach constitutes a Default or Event of Default, the Administrative Agent, the
L/C Issuers and the Lenders shall have such rights and remedies as are provided therefor in the Agreement. 
 It is a condition precedent to
this Assumption that it be accompanied or preceded by the following: 
 1. Term A Notes, substantially in the form of Exhibit C-1 to the
Agreement, executed by New Borrower, as appropriate; 
 2. Revolving Notes, substantially in the form of Exhibit C-2 to the Agreement,
executed by New Borrower, as appropriate; 
 3. A certificate of good standing of New Borrower in the jurisdiction of its incorporation or
organization; 

  
 Form of Assumption
Agreement 
 F-1 








 4. A certified resolution of the Board of Directors or other governing body of New Borrower
authorizing the execution and delivery of this Assumption and the Notes referred to above; 
 5. A written consent to this Assumption
executed by each Guarantor; 
 6. Appropriate written legal opinions similar to the opinions with respect to the Company and the Loan
Documents to which the Company were party as of the Closing Date; 
 7. Such documentation and other evidence as is reasonably requested by
the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the USA PATRIOT
Act and under similar regulations and is not otherwise prohibited by Law from making Loans to New Borrower; and 
 8. Such other information,
certificates or legal opinions as the Administrative Agent or the Required Lenders may reasonably request. 
 Borrowers and New Borrower
represent and warrant, jointly and severally, that (a) New Borrower is a Restricted Subsidiary of the Company; and (b) all statements and representations contained in this Assumption and the accompanying documents are true as of the date
this Assumption is executed. 
 This Assumption shall become effective if and when countersigned by the Administrative Agent, whereupon New
Borrower shall become a Borrower. This Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 

IN WITNESS WHEREOF the undersigned have caused this Assumption to be duly executed as of the date first written above. 

 

			
	 [New Borrower]

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



 Consented to and Acknowledged: 

  
 Form of Assumption
Agreement 
 F-2 









			
	 MGM RESORTS INTERNATIONAL

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 [Each Other Borrower]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  
 Form of Assumption
Agreement 
 F-3 









			
	 Accepted:

	
	 BANK OF AMERICA, N.A.,
as Administrative Agent

		
	 By:
	 	  

	 Title:
	 	


  
 Form of Assumption
Agreement 
 F-4 








 EXHIBIT G-1 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Amended and Restated Credit Agreement, entered into as of April 25, 2016 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among MGM Resorts International, a Delaware corporation (the “Company” and, together with the Company and each other
Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17 of the Agreement, individually, a “Borrower” and collectively, the “Borrowers”), each lender from time to time party
thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent and an L/C Issuer. 

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the
sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a ten percent shareholder of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of
the Code and (v) no interest payments under any Loan Document are effectively connected with the undersigned’s conduct of a United States trade or business. 

The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent in
writing, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	 [NAME OF LENDER]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	

 Date:                     
        , 20[    ] 

  
 U.S. Tax Compliance
Certificate 
 G-1 








 EXHIBIT G-2 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Amended and Restated Credit Agreement, entered into as of April 25, 2016 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among MGM Resorts International, a Delaware corporation (the “Company” and, together with the Company and each other
Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17 of the Agreement, individually, a “Borrower” and collectively, the “Borrowers”), each lender from time to time party
thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent and an L/C Issuer. 

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the
sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the
Borrowers within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) no interest payments under any
Loan Document are effectively connected with the undersigned’s conduct of a United States trade or business. 
 The undersigned has
furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
 Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	 [NAME OF PARTICIPANT]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	

 Date:                     
        , 20[    ] 

  
 U.S. Tax Compliance
Certificate 
 G-2 








 EXHIBIT G-3 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Amended and Restated Credit Agreement, entered into as of April 25, 2016 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among MGM Resorts International, a Delaware corporation (the “Company” and, together with the Company and each other
Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17 of the Agreement, individually, a “Borrower” and collectively, the “Borrowers”), each lender from time to time party
thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent and an L/C Issuer. 

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the
sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither
the undersigned nor any of its applicable direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the
Code, (iv) none of its applicable direct or indirect partners/members is a ten percent shareholder of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its applicable direct or indirect partners/members
is a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code and (vi) no interest payments under any Loan Document are effectively connected with the undersigned’s or any of its
applicable direct or indirect partners’/members’ conduct of a United States trade or business. 
 The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or
(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 

  
 U.S. Tax Compliance
Certificate 
 G-3 









			
	 [NAME OF PARTICIPANT]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	

 Date:                     
        , 20[    ] 

  
 U.S. Tax Compliance
Certificate 
 G-3 








 EXHIBIT G-4 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Amended and Restated Credit Agreement, entered into as of April 25, 2016 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among MGM Resorts International, a Delaware corporation (the “Company” and, together with the Company and each other
Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17 of the Agreement, individually, a “Borrower” and collectively, the “Borrowers”), each lender from time to time party
thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent and an L/C Issuer. 

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the
sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any
Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its applicable direct or indirect partners/members is a bank
extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its applicable direct or indirect partners/members is a ten
percent shareholder of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its applicable direct or indirect partners/members is a controlled foreign corporation related to the Borrowers as described in
Section 881(c)(3)(C) of the Code and (vi) no interest payments under any Loan Document are effectively connected with the undersigned’s or any of its applicable direct or indirect partners’/members’ conduct of a United
States trade or business. 
 The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by
one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS
Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent in writing, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 

  
 U.S. Tax Compliance
Certificate 
 G-4 









			
	 [NAME OF LENDER]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	

 Date:                     
        , 20[    ] 

  
 U.S. Tax Compliance
Certificate 
 G-4