Exhibit 10.1


 


EXECUTION VERSION


 


 






 


CREDIT AGREEMENT


 


among


 


SCIENTIFIC GAMES INTERNATIONAL, INC.,

as the Borrower,


 


SCIENTIFIC GAMES CORPORATION (doing business as
Light & Wonder),


as Holdings,


 


The Several Lenders from Time to Time Parties
Hereto,


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Collateral Agent, an Issuing Lender and Swingline Lender,


 


JPMORGAN CHASE BANK, N.A.,


BOFA SECURITIES, INC.,


BNP PARIBAS SECURITIES CORP.,


DEUTSCHE BANK SECURITIES INC.,


FIFTH THIRD BANK, NATIONAL ASSOCIATION,


BARCLAYS BANK PLC,


CITIZENS BANK, N.A.,


GOLDMAN SACHS BANK USA,


MORGAN STANLEY SENIOR FUNDING, INC.,


ROYAL BANK OF CANADA,


TRUIST SECURITIES, INC.


and


MACQUARIE CAPITAL (USA) INC.


as Joint Lead Arrangers and Joint Bookrunners,


 


Dated as of April 14, 2022,





 


 



    


     


    




 


TABLE OF CONTENTS


 


Page


 


	SECTION 1.	DEFINITIONS	1
	 	 	 
	 	1.1	Defined Terms	1
	 	1.2	Other Definitional Provisions	58
	 	1.3	Pro Forma Calculations	60
	 	1.4	Exchange Rates; Currency Equivalents	61
	 	1.5	Letter of Credit Amounts	62
	 	1.6	Covenants	62
	 	1.7	Interest Rates; Benchmark Notification	62
	 	1.8	Divisions	63
	 	 	 	 
	SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	63
	 	 	 
	 	2.1	Term Commitments	63
	 	2.2	Procedure for Initial Term Loan Borrowing	63
	 	2.3	Repayment of Term Loans	63
	 	2.4	Revolving Commitments	64
	 	2.5	Procedure for Revolving Loan Borrowing	64
	 	2.6	Swingline Loans	65
	 	2.7	Defaulting Lenders	67
	 	2.8	Repayment of Loans	68
	 	2.9	Commitment Fees, etc.	68
	 	2.10	Termination or Reduction of Commitments	69
	 	2.11	Optional Prepayments	69
	 	2.12	Mandatory Prepayments	70
	 	2.13	Conversion and Continuation Options	72
	 	2.14	Minimum Amounts and Maximum Number of Borrowings	73
	 	2.15	Interest Rates and Payment Dates	73
	 	2.16	Computation of Interest and Fees	74
	 	2.17	Inability to Determine Interest Rate	74
	 	2.18	Pro Rata Treatment and Payments	78
	 	2.19	Requirements of Law	80
	 	2.20	Taxes	81
	 	2.21	Indemnity	84
	 	2.22	Illegality	84
	 	2.23	Change of Lending Office	85
	 	2.24	Replacement of Lenders	85
	 	2.25	Incremental Loans	86
	 	2.26	Extension of Term Loans and Revolving Commitments	89
	 	2.27	Additional Alternative Currencies	91
	 	 	 	 
	SECTION 3.	LETTERS OF CREDIT	92
	 	 	 
	 	3.1	L/C Commitment	92
	 	3.2	Procedure for Issuance of Letter of Credit	92
	 	3.3	Fees and Other Charges	93
	 	3.4	L/C Participations	94



 



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	 	3.5	Reimbursement Obligation of the Borrower	95
	 	3.6	Obligations Absolute	96
	 	3.7	Role of the Issuing Lender	97
	 	3.8	Letter of Credit Payments	97
	 	3.9	Applications	97
	 	3.10	Applicability of ISP and UCP	97
	 	 	 	 
	SECTION 4.	REPRESENTATIONS AND WARRANTIES	98
	 	 	 	 
	 	4.1	Financial Condition	98
	 	4.2	No Change	98
	 	4.3	Existence; Compliance with Law	98
	 	4.4	Corporate Power; Authorization; Enforceable Obligations	98
	 	4.5	No Legal Bar	99
	 	4.6	No Material Litigation	99
	 	4.7	[Reserved.]	99
	 	4.8	Ownership of Property; Liens	99
	 	4.9	Intellectual Property	100
	 	4.10	Taxes	100
	 	4.11	Federal Regulations	100
	 	4.12	ERISA	100
	 	4.13	Investment Company Act	101
	 	4.14	Subsidiaries	101
	 	4.15	Environmental Matters	101
	 	4.16	Accuracy of Information, etc.	101
	 	4.17	Security Documents	101
	 	4.18	Solvency	102
	 	4.19	Anti-Terrorism	102
	 	4.20	Use of Proceeds	102
	 	4.21	Labor Matters	102
	 	4.22	Senior Indebtedness	102
	 	4.23	OFAC	103
	 	4.24	FCPA	103
	 	4.25	Beneficial Ownership	103
	 	 	 	 
	SECTION 5.	CONDITIONS PRECEDENT	103
	 	 	 	 
	 	5.1	Conditions to Initial Extension of Credit on the Closing Date	103
	 	5.2	Conditions to Each Revolving Loan Extension of Credit After Closing Date	105
	 	 	 	 
	SECTION 6.	AFFIRMATIVE COVENANTS	106
	 	 	 	 
	 	6.1	Financial Statements	106
	 	6.2	Certificates; Other Information	107
	 	6.3	Payment of Taxes	108
	 	6.4	Conduct of Business and Maintenance of Existence, etc.; Compliance	108
	 	6.5	Maintenance of Property; Insurance	109
	 	6.6	Inspection of Property; Books and Records; Discussions	109
	 	6.7	Notices	110
	 	6.8	Additional Collateral, etc.	110
	 	6.9	Use of Proceeds	113



 



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Page


 


	 	6.10	Post-Closing	113
	 	6.11	Credit Ratings	113
	 	6.12	Line of Business	113
	 	6.13	Changes in Jurisdictions of Organization; Name	113
	 	 	 	 
	SECTION 7.	NEGATIVE COVENANTS	114
	 	 	 	 
	 	7.1	Financial Covenant	114
	 	7.2	Indebtedness	114
	 	7.3	Liens	118
	 	7.4	Fundamental Changes	121
	 	7.5	Dispositions of Property	122
	 	7.6	Restricted Payments	125
	 	7.7	Investments	128
	 	7.8	Prepayments, Etc. of Indebtedness	132
	 	7.9	Transactions with Affiliates	132
	 	7.10	[Reserved]	133
	 	7.11	Changes in Fiscal Periods	133
	 	7.12	Negative Pledge Clauses	133
	 	7.13	Clauses Restricting Subsidiary Distributions	135
	 	7.14	Limitation on Hedge Agreements	135
	 	 	 	 
	SECTION 8.	EVENTS OF DEFAULT	135
	 	 	 	 
	 	8.1	Events of Default	135
	 	8.2	Right to Cure	139
	 	 	 	 
	SECTION 9.	THE AGENTS	140
	 	 	 	 
	 	9.1	Appointment	140
	 	9.2	Delegation of Duties	140
	 	9.3	Exculpatory Provisions	140
	 	9.4	Reliance by the Agents	141
	 	9.5	Notice of Default	141
	 	9.6	Acknowledgements of Lenders and Issuing Lenders	142
	 	9.7	Indemnification	143
	 	9.8	Agent in Its Individual Capacity	144
	 	9.9	Successor Agents	144
	 	9.10	Authorization to Release Liens and Guarantees	145
	 	9.11	Agents May File Proofs of Claim	145
	 	9.12	Specified Hedge Agreements and Cash Management Obligations	145
	 	9.13	Joint Bookrunners	146
	 	9.14	Certain ERISA Matters	146
	 	9.15	Withholding Taxes	147
	 	9.16	Credit Bidding	148
	 	 	 	 
	SECTION 10.	MISCELLANEOUS	149
	 	 	 	 
	 	10.1	Amendments and Waivers	149
	 	10.2	Notices; Electronic Communications	151
	 	10.3	No Waiver; Cumulative Remedies	154



 



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Page


 


	 	10.4	Survival of Representations and Warranties	155
	 	10.5	Payment of Expenses; Indemnification	155
	 	10.6	Successors and Assigns; Participations and Assignments	156
	 	10.7	Adjustments; Setoff	161
	 	10.8	Counterparts	162
	 	10.9	Severability	162
	 	10.10	Integration	162
	 	10.11	GOVERNING LAW	162
	 	10.12	Submission to Jurisdiction; Waivers	162
	 	10.13	Acknowledgments	163
	 	10.14	Confidentiality	164
	 	10.15	Release of Collateral and Guarantee Obligations; Subordination of Liens	165
	 	10.16	Accounting Changes	166
	 	10.17	WAIVERS OF JURY TRIAL	167
	 	10.18	USA PATRIOT ACT	167
	 	10.19	Effect of Certain Inaccuracies	167
	 	10.20	Interest Rate Limitation	167
	 	10.21	Payments Set Aside	167
	 	10.22	Electronic Execution	168
	 	10.23	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	169
	 	10.24	Flood Matters	169
	 	10.25	Acknowledgment Regarding Any Supported QFCs	169
	 	10.26	Judgment Currency	170
	 	10.27	Gaming Laws	170



 



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SCHEDULES:





 


	1.1A	Specified Hedge Agreements
	1.1B	Existing Letters of Credit
	2.1	Commitments
	4.3	Existence; Compliance with Law
	4.4	Consents, Authorizations, Filings and Notices
	4.6	Litigation
	4.8A	Excepted Property
	4.8B	Owned Real Property
	4.14	Subsidiaries
	4.17	UCC Filing Jurisdictions
	6.10	Post Closing Matters
	7.2(d)	Existing Indebtedness
	7.3(f)	Existing Liens
	7.7	Existing Investments
	7.9	Transactions with Affiliates
	7.12	Existing Negative Pledge Clauses
	7.13	Clauses Restricting Subsidiary Distributions






 


EXHIBITS:


 


	A	Form of Guarantee and Collateral Agreement
	B	Form of Compliance Certificate
	C	Form of Closing Certificate
	D	Form of Assignment and Assumption
	E-1	Form of US Tax Compliance Certificate
	E-2	Form of US Tax Compliance Certificate
	E-3	Form of US Tax Compliance Certificate
	E-4	Form of US Tax Compliance Certificate
	F	Form of Solvency Certificate
	G-1	Form of Term Loan Note
	G-2	Form of Revolving Note
	H	Form of Prepayment Option Notice



 



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CREDIT
AGREEMENT, dated as of April 14, 2022, among SCIENTIFIC GAMES INTERNATIONAL, INC., a Delaware corporation (the “Company”
or the “Borrower”), SCIENTIFIC GAMES CORPORATION, a Nevada corporation, doing business as Light & Wonder
(“Holdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement
(the “Lenders”), the Issuing Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral
Agent and Swingline Lender.


 


The parties hereto hereby agree as follows:


 


SECTION 1.     DEFINITIONS


 


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


 


“2025 Notes”: the Borrower’s
8.625% senior unsecured notes due 2025 in an aggregate principal amount of $550,000,000.


 


“2028 Notes”: the Borrower’s
7.000% senior unsecured notes due 2028 in an aggregate principal amount of $700,000,000.


 


“2029 Notes”: the Borrower’s
7.250% senior unsecured notes due 2029 in an aggregate principal amount of $500,000,000.


 


“ABR”: for any day, a rate
per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus
 1⁄2 of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business
Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for
the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately
5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term
SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate,
the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate,
the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest
pursuant to Section 2.17 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.17(b),
then the ABR shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
For the avoidance of doubt, if the ABR as determined pursuant to the foregoing would be less than, (x) with respect to the Initial
Term Loans, 1.50%, such rate shall be deemed to be 1.50% for purposes of this Agreement and (y) with respect to the Revolving Loans,
1.00% such rate shall be deemed to be 1.00% for purposes of this Agreement.


 


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


 


“Accounting Changes”: as defined
in Section 10.16.


 


“Adjusted BBSY Rate” means,
with respect to any Term Benchmark Loan denominated in Australian Dollars for any Interest Period, an interest rate per annum equal to
(a) the BBSY Screen Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the
Adjusted BBSY Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes
of this Agreement.


 



    


     


    

 


“Adjusted CDOR Rate” means,
with respect to any Term Benchmark Loan denominated in Canadian Dollars for any Interest Period, an interest rate per annum equal to
(a) the CDOR Screen Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the
Adjusted CDOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes
of this Agreement.


 


“Adjusted Daily
Simple RFR”: (i) with respect to any RFR Loan denominated in Sterling, an interest rate per annum equal to (a) the
Daily Simple RFR for Sterling, plus (b) 0.326% and (ii) with respect to any RFR Borrowing denominated in Dollars, an
interest rate per annum equal to (a) the Daily Simple RFR for Dollars, plus (b) 0.10%; provided that if the Adjusted
Daily Simple RFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes
of this Agreement.


 


“Adjusted
EURIBOR Rate”: with respect to any Term Benchmark Loan denominated in Euros for any Interest Period, an interest rate per annum
equal to (a)  the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that
if the Adjusted EURIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the
purposes of this Agreement.


 


“Adjusted
Term SOFR Rate”: with respect to any Term Benchmark Loan denominated in Dollars for any Interest Period, an interest rate per
annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) (i) solely in the case of Initial
Term Loans, 0.10% (in the case of an Interest Period of one month), 0.15% (in the case of an Interest Period of three months) or 0.25%
(in the case of an Interest Period of six months) and (ii) solely in the case of Revolving Loans, 0.10%; provided that if
the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the
purposes of this Agreement.


 


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


 


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


 


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


 


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


 


“Aggregate Exposure”: with
respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments
at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans
and (ii) the aggregate amount of such Lender’s Revolving Commitments then in effect or, if the Revolving Commitments have
been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.


 



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


 


“Agreed Currencies”: Dollars
and each Alternative Currency.


 


“Agreed Purposes”: as defined
in Section 10.14.


 


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


 


“Agreement Currency”: as defined
in Section 10.26.


 


“Alternative Currency”: Euros,
Sterling, Canadian Dollars, Australian Dollars and any additional currencies determined after the Closing Date in accordance with Section 2.27.


 


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


 


“Applicable
Margin” or “Applicable Commitment Fee Rate”: for any day, with respect to (i) the Loans under the Revolving
Facility and the commitment fee payable hereunder, the applicable rate per annum determined pursuant to the Pricing Grid and (ii) the
Loans under the Term Loan Facility, in the case of the Applicable Margin, 2.00% with respect to Initial Term B Loans that are
ABR Loans and 3.00% with respect to Initial Term B Loans that are Term Benchmark Loans; provided that from the Closing Date until
the delivery of the financial statements for the first full fiscal quarter ending after the Closing Date, (a) the Applicable Margin
shall be 1.00% with respect to Loans under the Revolving Facility that are ABR Loans and 2.00% with respect to Loans under the Revolving
Facility that are Term Benchmark Loans or RFR Loans and (b) the Applicable Commitment Fee Rate shall be 0.30%.


 


“Applicable Period”: as defined
in Section 10.19.


 


“Applicable Time”: 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 determined by the Administrative Agent or the Issuing Lender, as the case may be, to be necessary for timely settlement on the
relevant date in accordance with normal banking procedures in the place of payment.


 


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


 


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


 


“Asset Sale”: any Disposition
of Property or series of related Dispositions of Property by Holdings or any of its Restricted Subsidiaries not in the ordinary course
of business (a) under Section 7.5(e) or (w) or (b) not otherwise permitted under Section 7.5, in each case,
which yields Net Cash Proceeds in excess of $7,500,000.


 


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


 


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


 



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


 


(a)            50%
of the Consolidated Net Income of Holdings since April 1, 2022 (or if such Consolidated Net Income for such period is a deficit,
less 100% of such deficit);


 


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


 


(c)            the
aggregate amount of proceeds received after the Closing Date and on or prior to such date that (i) would have constituted Net Cash
Proceeds pursuant to clause (a) of the definition of “Net Cash Proceeds” except for the operation of any of (A) the
Dollar threshold set forth in the definition of “Asset Sale” and (B) the Dollar threshold set forth in the definition
of “Recovery Event” or (ii) constitutes Declined Proceeds;


 


(d)            the
aggregate principal amount of any Indebtedness or Disqualified Capital Stock of Holdings or any Restricted Subsidiary issued after the
Closing Date (other than Indebtedness or Disqualified Capital Stock issued to a Restricted Subsidiary), which has been extinguished after
being converted into or exchanged for Capital Stock (other than Disqualified Capital Stock) of Holdings or any Parent Company;


 


(e)            the
amount received by Holdings or any Restricted Subsidiary in cash (and the Fair Market Value of Property other than cash received by Holdings
or any Restricted Subsidiary) after the Closing Date from any dividend, other distribution or return of capital by an Unrestricted Subsidiary;


 


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


 


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


 


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


 


minus,
the sum of:


 


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


 



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


 


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


 


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


 


“Available Tenor”: as of any
date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark
(or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable,
that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency
of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any
tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.17(b).


 


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


 


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


 


“Bankruptcy Code”:
Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.


 


“Base Available
Amount”: the greater of (x) $100,000,000 and (y) 15% of Consolidated EBITDA determined as of the last day of the
fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1 minus,
the sum of:


 


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


 


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


 


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


 


“BBSY Screen Rate”: with respect
to any Interest Period, the average bid reference rate administered by ASX Benchmarks Pty Limited (ACN 616 075 417) (or any other Person
that takes over the administration of such rate) for Australian dollar bills of exchange with a tenor equal in length to such Interest
Period as displayed on page BBSY of the Reuters screen (or, in the event such rate does not appear on such Reuters page, on any
successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service
that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion) at or about
11:00 a.m. (Sydney, Australia time) on the first day of such Interest Period.


 



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“Benchmark”: initially, with
respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (ii) Term Benchmark
Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event, and the related Benchmark Replacement
Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to Section 2.17(b).


 


“Benchmark
Replacement”: for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative
Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Alternative Currency,
 “Benchmark Replacement” shall mean the alternative set forth in clause (2) below:


 


(1)            in
the case of any Loan denominated in Dollars, the Adjusted Daily Simple SOFR;


 


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


 


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


 


“Benchmark
Replacement Adjustment”: with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment,
or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected
by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
syndicated credit facilities denominated in the applicable Agreed Currency at such time.


 



    -6-


     


    

 


“Benchmark
Replacement Conforming Changes”: with respect to any Benchmark Replacement and/or any Term Benchmark Loan denominated in Dollars,
any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business
Day,” the definition of “U.S. Government Securities Business Day,” the definition of “RFR Business Day,”
the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of
borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions,
and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption
and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent
with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other
manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement
and the other Loan Documents).


 


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


 


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


 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will
be determined by reference to the most recent statement or publication referenced in such clause and even if any Available Tenor of such
Benchmark (or such component thereof) continues to be provided on such date.


 


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


 


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


 


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


 


(2) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for
the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark
(or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court
or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case,
which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of
such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof); or


 



    -7-


     


    

 





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


 


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


 


“Benchmark
Unavailability Period”: with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark
Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement
has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.17
and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and
under any Loan Document in accordance with Section 2.17.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Borrower”: as defined in the
preamble hereto. In the event any Borrower consummates any merger, amalgamation or consolidation in accordance with Section 7.4,
the surviving Person in such merger, amalgamation or consolidation shall be deemed to be a “Borrower” for all purposes of
this Agreement and the other Loan Documents.


 



    -8-


     


    

 


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


 


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


 


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


 


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


 


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


 


“Business Day”: means, any
day (other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided that, (a) in
relation to Loans denominated in Sterling, any day (other than a Saturday or a Sunday) on which banks are open for business in London,
(b) in relation to Loans denominated in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET
Day, (c) if such day relates to any Loans denominated in Australian Dollars, or payment or purchase of Australian Dollars, any day
on which banks are open for general business in London and Sydney, (d) if such day relates to any Loans denominated in Canadian
Dollars or payment or purchase of Canadian Dollars, any day except Saturday, Sunday and any day which shall be in Toronto, Ontario a
legal holiday or a day in which banking institutions are authorized or required by law or other government action to close in Toronto
and (e) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR
Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that is only an RFR Business Day.


 


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


 


“Capital Expenditures”: for
any period, with respect to any Person, the aggregate of all cash expenditures by such Person for the acquisition or leasing (pursuant
to a lease under which obligations are Capital Lease Obligations but excluding any amount representing capitalized interest) of fixed
or capital assets, computer software or additions to equipment (including replacements, capitalized repairs and improvements during such
period) which are required to be capitalized under GAAP on a balance sheet of such Person, and deferred installation costs, and including
wagering systems expenditures and other intangible assets and intellectual property and software development expenditures; provided
that in any event the term “Capital Expenditures” shall exclude: (i) any Permitted Acquisition and any other Investment
permitted hereunder; (ii) any expenditures to the extent financed with any Reinvestment Deferred Amount or the proceeds of any Disposition
or Recovery Event that are not required to be applied to prepay Term Loans; (iii) expenditures for leasehold improvements for which
such Person is reimbursed in cash or receives a credit; (iv) capital expenditures to the extent they are made with the proceeds
of equity contributions (other than in respect of Disqualified Capital Stock) made to the Borrower after the Closing Date; (v) capitalized
interest in respect of operating or capital leases; (vi) the book value of any asset owned to the extent such book value is included
as a capital expenditure as a result of reusing or beginning to reuse such asset during such period without a corresponding expenditure
actually having been made in such period; and (vii) any non-cash amounts reflected as additions to property, plant or equipment
on such Person’s consolidated balance sheet.


 



    -9-


     


    

 


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


 


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


 


“Cash Equivalents”:


 


(a)            Dollars
and Alternative Currencies and, with respect to any Non-U.S. Subsidiaries, other currencies held by such Non-U.S. Subsidiary in the ordinary
course of business;


 


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


 


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


 


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


 


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


 


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


 



    -10-


     


    

 


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


 


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


 


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


 


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


 


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


 


“CBR Loan”: a Loan that bears
interest at a rate determined by reference to the Central Bank Rate.


 


“CBR Spread”: the Applicable
Margin, applicable to such Loan that is replaced by a CBR Loan.


 


“CDOR
Screen Rate”: on any day for the relevant Interest Period, the annual rate of interest equal to the average rate applicable
to Canadian dollar Canadian bankers’ acceptances for the applicable period that appears on the “Reuters Screen CDOR Page”
as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time (or, in the
event such rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate,
or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative
Agent in its reasonable discretion), rounded to the nearest 1/100th of 1% (with .005% being rounded up), as of 10:15 a.m. Toronto
local time on the first day of such Interest Period and, if such day is not a business day, then on the immediately preceding business
day (as adjusted by Administrative Agent after 10:15 a.m. Toronto local time to reflect any error in the posted rate of interest
or in the posted average annual rate of interest).


 


“Central Bank Rate”: the (A) the
greater of (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank
Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three
rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations
of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing
operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor
thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto),
as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility
of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto)
from time to time, (c) Canadian Dollars, the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto
time on the relevant day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that
publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (d) any other
Alternative Currency determined after the Closing Date, a central bank rate as determined by the Administrative Agent in its reasonable
discretion and (ii) the Floor; plus (B) the applicable Central Bank Rate Adjustment.


 



    -11-


     


    

 


“Central Bank Rate Adjustment”:
for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or
zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR
Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate applicable during such period
of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, (b) Sterling,
a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Adjusted Daily Simple RFR
for Sterling Borrowings for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from
such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period of five RFR Business Days) minus
(ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period and (c) any other Alternative
Currency determined after the Closing Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable
discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of
the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate on such day at approximately
the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month.


 


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


 


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


 


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


 


“Charges”: as defined in Section 10.20.


 


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


 


“Closing Date”: April 14,
2022.


 


“CME Term SOFR Administrator”:
CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a
successor administrator).


 


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


 


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


 



    -12-


     


    

 


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


 


“Colombia Matter”: the proceedings
pending in Colombia between, among others, the Borrower, Empresa Colombiana de Recoursos para la Salud, S.A., a Colombian governmental
agency and/or any successor Person, as further disclosed in Holdings’ Form 10-K filed with the SEC for the fiscal year ended
December 31, 2015 (or other proceedings to the extent arising out of or relating to the events or circumstances giving rise to such
pending proceedings).


 


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


 


“Committed Reinvestment Amount”:
as defined in the definition of “Reinvestment Prepayment Amount.”


 


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


 


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


 


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


 


“Company”: as defined in the
preamble hereto.


 


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


 


“Confidential Information”:
as defined in Section 10.14.


 


“Consolidated Current Assets”:
at any date, all amounts (other than (a) cash and Cash Equivalents, (b) deferred financing fees and (c) deferred taxes,
so long as such items described in clauses (b) and (c) above are not cash items) that would, in conformity with GAAP, be set
forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings and its
Restricted Subsidiaries at such date.


 


“Consolidated Current Liabilities”:
at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities”
(or any like caption) on a consolidated balance sheet of Holdings and its Restricted Subsidiaries at such date, but excluding (a) the
current portion of any Indebtedness of Holdings and its Restricted Subsidiaries, (b) without duplication, all Indebtedness consisting
of Loans or L/C Obligations, to the extent otherwise included therein, (c) amounts for deferred taxes and non-cash tax reserves
accounted for pursuant to FASB Interpretation No. 48, and (d) any equity compensation related liability.


 



    -13-


     


    

 


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


 


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


 


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


 


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


 


(d)            any
unusual or non-recurring charges, expenses or losses (including (x) losses on sales of assets outside of the ordinary course of
business and restructuring and integration costs or reserves, including any severance costs, costs associated with office and facility
openings, closings and consolidations, relocation costs and other non-recurring business optimization expenses and legal and settlement
costs, and (y) any expenses in connection with the Transactions);


 


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


 


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


 


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


 


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


 


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


 



    -14-


     


    

 







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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -15-


     


    

 


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


 


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


 


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


 


(a)            any
unusual or non-recurring income or gains (including gains on the sales of assets outside of the ordinary course of business);


 


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


 


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


 


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


 


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


 


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


 



    -16-


     


    

 


provided
that for purposes of calculating Consolidated EBITDA of Holdings and its Restricted Subsidiaries for any period, (A) the
Consolidated EBITDA of any Person or Properties constituting a division or line of business of any business entity, division or line
of business, in each case, acquired by Holdings, the Borrower or any of the Restricted Subsidiaries during such period and assuming any
synergies, cost savings and other operating improvements to the extent determined by the Borrower in good faith to be reasonably anticipated
to be realizable within 12 months following such acquisition, or of any Subsidiary designated as a Restricted Subsidiary during such
period, shall be included on a pro forma basis for such period (but assuming the consummation of such acquisition or such designation,
as the case may be, occurred on the first day of such period) and (B) the Consolidated EBITDA of any Person or Properties constituting
a division or line of business of any business entity, division or line of business, in each case, Disposed of by Holdings, the Borrower
or any of the Restricted Subsidiaries during such period, or of any Subsidiary designated as an Unrestricted Subsidiary during such period,
shall be excluded for such period (assuming the consummation of such Disposition or such designation, as the case may be, occurred on
the first day of such period). With respect to each joint venture or minority investee of Holdings or any of its Restricted Subsidiaries,
for purposes of calculating Consolidated EBITDA, the amount of EBITDA (calculated in accordance with this definition) attributable to
such joint venture or minority investee, as applicable, that shall be counted for such purposes (without duplication of amounts already
included in Consolidated Net Income) shall equal the product of (x) Holdings’ or such Restricted Subsidiary’s direct
and/or indirect percentage ownership of such joint venture or minority investee and (y) the EBITDA (calculated in accordance with
this definition) of such joint venture or minority investee. Unless otherwise qualified, all references to “Consolidated EBITDA”
in this Agreement shall refer to Consolidated EBITDA of Holdings. Consolidated EBITDA shall be deemed to be $96,383,000 for the fiscal
quarter ended March 31, 2021, $191,446,000 for the fiscal quarter ended June 30, 2021, $181,447,000 for the fiscal quarter
ended September 30, 2021, and $167,409,000 for the fiscal quarter ended December 31, 2021.


 


“Consolidated Group”: as defined
in Section 7.6(c).


 


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


 


“Consolidated Net First Lien Leverage”:
at any date, (a) the aggregate principal amount of all senior first-lien secured Funded Debt of Holdings and its Restricted Subsidiaries
on such date, minus (b)  Unrestricted Cash on such date, in each case determined on a consolidated basis in accordance with
GAAP.


 


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


 


“Consolidated Net Income”:
of any Person for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP; provided that in calculating Consolidated Net Income of Holdings and its consolidated
Restricted Subsidiaries for any period, there shall be excluded (a) the income (or loss) of any Person accrued prior to the date
it becomes a Restricted Subsidiary or is merged into or consolidated with Holdings or any of its Restricted Subsidiaries, (b) the
income (or loss) of any Person (other than a Restricted Subsidiary) in which Holdings or any of its Restricted Subsidiaries has an ownership
interest (including any joint venture), except to the extent of dividends, return of capital or similar distributions actually received
by Holdings or such Restricted Subsidiary (which dividends, return of capital and distributions shall be included in the calculation
of Consolidated Net Income) (c)(x) any net unrealized gains and losses resulting from fair value accounting required by FASB ASC
815 (including as a result of the mark-to-market of obligations of Hedge Agreements and other derivative instruments) and (y) any
net unrealized gains and losses relating to mark-to-market of amounts denominated in foreign currencies resulting from the application
of FASB ASC 830 (including net unrealized gain and losses from exchange rate fluctuations on intercompany balances and balance sheet
items), (d) the effects of purchase accounting, including pursuant to FASB ASC Topic 805, and (e) any income (loss) for such
period attributable to the early extinguishment of Indebtedness. Unless otherwise qualified, all references to “Consolidated Net
Income” in this Agreement shall refer to Consolidated Net Income of Holdings. Notwithstanding the foregoing, for purposes of calculating
Excess Cash Flow, Consolidated Net Income shall not include the cumulative effect of a change in accounting principles during such period.


 



    -17-


     


    

 


“Consolidated Net Interest Expense”:
of any Person for any period, (a) the sum of (i) Consolidated Interest Expense, minus (b) the sum of (i) total
cash interest income of such Person and its Restricted Subsidiaries for such period (excluding any interest income earned on receivables
due from customers), in each case determined in accordance with GAAP plus (ii) any one time financing fees (to the extent
included in such Person’s consolidated interest expense for such period), including, with respect to the Borrower, those paid in
connection with the Loan Documents or in connection with any amendment thereof. Unless otherwise qualified, all references to “Consolidated
Net Interest Expense” in this Agreement shall refer to Consolidated Net Interest Expense of Holdings.


 


“Consolidated Net Secured Leverage”:
at any date, (a) the aggregate principal amount of all senior secured Funded Debt of Holdings and its Restricted Subsidiaries on
such date, minus (b)  Unrestricted Cash on such date, in each case determined on a consolidated basis in accordance with
GAAP.


 


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


 


“Consolidated Net Total Leverage”:
at any date, (a) the aggregate principal amount of all Funded Debt of Holdings and its Restricted Subsidiaries on such date, minus
(b) Unrestricted Cash on such date, in each case determined on a consolidated basis in accordance with GAAP.


 


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


 


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


 


“Consolidated Working Capital”:
at any date, the difference of (a) Consolidated Current Assets on such date minus (b) Consolidated Current Liabilities
on such date, provided that, for purposes of calculating Excess Cash Flow, increases or decreases in Consolidated Working Capital
shall be calculated without regard to changes in the working capital balance as a result of non-cash increases or decreases thereof that
will not result in future cash payments or receipts or cash payments or receipts in any previous period, in each case, including any
changes in Consolidated Current Assets or Consolidated Current Liabilities as a result of (i) any reclassification in accordance
with GAAP of assets or liabilities, as applicable, between current and noncurrent, (ii) the effects of purchase accounting and (iii) the
effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under Hedge Agreements.


 


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


 



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“Corresponding Tenor”: with
respect to any Available Tenor, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business day adjustment) as such Available Tenor.


 


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


 


“Covered Party”: as defined
in Section 10.23


 


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


 


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


 


“Daily
Simple RFR”: for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan
denominated in (i) Sterling, SONIA for the day that is 5 RFR Business Days prior to (A) if such RFR Interest Day is
an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately
preceding such RFR Interest Day and (ii) Dollars, Daily Simple SOFR


 


“Daily
Simple SOFR”: for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is
five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day or (ii) if such
SOFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is
published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR
shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.


 


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


 


“Declined Amount”: as defined
in Section 2.12(e).


 


“Declined Proceeds”: the amount
of any prepayment declined by the Required Prepayment Lenders plus any Declined Amounts.


 


“Default”: any of the events
specified in Section 8.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.


 


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


 



    -19-


     


    

 


“Defaulting Lender”: subject
to Section 2.7(a), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days
of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent, any Issuing Lender, any Swingline
Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters
of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent,
any Issuing Lender or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has
made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Lender,
under other agreements generally in which it commits to extend credit, (c) has failed, within three Business Days after written
request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will
comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or
has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had
appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other
state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender
or any direct or indirect parent company thereof by a Governmental Authority.


 


“Derivatives Counterparty”:
as defined in Section 7.6.


 


“Designated Jurisdiction”:
(a) any country or territory to the extent that such country or territory itself is the subject of any comprehensive Sanction (as
of the date of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s
Republic, and the so-called Luhansk People’s Republic), or (b) an agency of the government of a country, region or territory
described in clause (a).


 


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


 


“Designation Date”: as defined
in Section 2.26(f).


 


“Disinterested Director”: as
defined in Section 7.9.


 


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


 


“Disqualified Capital Stock”:
Capital Stock that (a) requires the payment of any dividends (other than dividends payable solely in shares of Qualified Capital
Stock), (b) matures or is mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the option of
the holders thereof (other than solely for Qualified Capital Stock), in each case in whole or in part and whether upon the occurrence
of any event, pursuant to a sinking fund obligation on a fixed date or otherwise (including as the result of a failure to maintain or
achieve any financial performance standards) or (c) are convertible or exchangeable, automatically or at the option of any holder
thereof, into any Indebtedness, Capital Stock or other assets other than Qualified Capital Stock, in the case of each of the foregoing
clauses (a), (b) and (c), prior to the date that is 91 days after the Latest Maturity Date (other than (i) upon payment in
full of the Obligations (other than (x) indemnification and other contingent obligations not yet due and owing and (y) Obligations
in respect of Specified Hedge Agreements or Cash Management Obligations) or (ii) upon a “change in control”; provided
that any payment required pursuant to this clause (ii) is subject to the prior repayment in full of the Obligations (other than
(x) indemnification and other contingent obligations not yet due and owing and (y) Obligations in respect of Specified Hedge
Agreements or Cash Management Obligations) that are then accrued and payable and the termination of the Commitments); provided further,
however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Holdings, the Borrower or
the Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because
it may be required to be repurchased by Holdings, the Borrower or a Subsidiary in order to satisfy applicable statutory or regulatory
obligations or as a result of such employee’s termination, death or disability.


 



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“Disqualified
Institution”: (i) those institutions identified by the Borrower in writing to the Administrative Agent on or prior to
March 30, 2022, (ii) any other Person who (A) is not registered or licensed with, or approved, qualified or found suitable
by, a Gaming Authority, or (B) has been disapproved, disqualified, denied a license, qualification or approval or found unsuitable
by a Gaming Authority, or who has failed to timely submit a required application and other required documentation pursuant to applicable
Gaming Laws or (C) has withdrawn such application or other documentation (except where requested or permitted, without prejudice,
by the applicable Gaming Authority) (in the case of each of clauses (A) and (B), to the extent required under applicable Gaming
Laws or requested by a Gaming Authority) and (iii) business competitors of Holdings and its Subsidiaries identified by Borrower
in writing to the Administrative Agent from time to time, and, in the case of clauses (i) and (iii) above any known Affiliates
readily identifiable by name (other than bona fide debt fund affiliates that are not otherwise included in clauses (i) or (ii) above).
The list of all Persons identified as Disqualified Institutions by the Borrower to the Administrative Agent after the Closing Date pursuant
to clause (iii) above shall be delivered to JPMDQ_Contact@jpmorgan.com (or such
other email address(es) as the Administrative Agent may designate by prior written notice to the Borrower from time to time) with such
inclusions to become effective three Business Days following the Administrative Agent’s receipt. It is understood and agreed that
the foregoing provisions shall not apply retroactively to any person if such Person shall have previously acquired an assignment or participation
interest (or shall have previously entered into a trade therefor) prior thereto, but shall disqualify such Person from taking any further
assignment or participation thereafter. Unless and until the disclosure of the identity of a Disqualified Institution to the Lenders
generally by the Administrative Agent, such Person shall not constitute a Disqualified Institution solely for purposes of a sale of a
participation in a Loan (as opposed to an assignment of a Loan) by a Lender; provided that the Administrative Agent may disclose
the list of Disqualified Institutions (or the identity of any Person that constitutes a Disqualified Institution), in part or in full,
to any Lender, Participant or potential Lender or Participant on such Person’s request. Notwithstanding the foregoing, the Borrower,
by written notice to the Administrative Agent by electronic mail to JPMDQ_Contact@jpmorgan.com
(or such other email address(es) as the Administrative Agent may designate by prior written notice to the Administrative Borrower from
time to time), may from time to time in its sole discretion remove any entity from the list of Disqualified Institutions (or otherwise
modify such list to exclude any particular entity), and such entity removed or excluded from the Disqualified Institutions List shall
no longer be a Disqualified Institution for any purpose under this Agreement or any other Loan Document, with such modifications, removals
or exclusions to be effective upon the Administrative Agent’s receipt of such notice.


 


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


 






    	 	-21-	 



     


    

 


“Dollar Equivalent”: for any
amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is
expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase
of Dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent) by Reuters
on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or
ceases to provide a rate of exchange for the purchase of dollars with the Alternative Currency, as provided by such other publicly available
information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole
discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in dollars
as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (c) if
such amount is denominated in any other currency, the equivalent of such amount in dollars as determined by the Administrative Agent
using any method of determination it deems appropriate in its sole discretion.


 





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


 


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


 


“Dutch Auction”: an auction
(an “Auction”) conducted by Holdings or one of its Subsidiaries in order to purchase any Term Loans under a given
Tranche (the “Purchase”) in accordance with the following procedures or such other procedures as may be agreed to
between the Administrative Agent and the Borrower:


 


(a)            Notice
Procedures. In connection with any Auction, the Borrower shall provide notification to the Administrative Agent (for distribution
to the appropriate Lenders) of the Term Loans under such Tranche that will be the subject of the Auction (an “Auction Notice”).
Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall specify (i) the total cash value
of the bid, in a minimum amount of $10,000,000 with minimum increments of $2,000,000 in excess thereof (the “Auction Amount”)
and (ii) the discounts to par, which shall be expressed as a range of percentages of the par principal amount of the Term Loans
under such Tranche at issue (the “Discount Range”), representing the range of purchase prices that could be paid in
the Auction.


 


(b)            Reply
Procedures. In connection with any Auction, each applicable Lender may, in its sole discretion, participate in such Auction by providing
the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable
to the Administrative Agent and shall specify (i) a discount to par that must be expressed as a price (the “Reply Discount”),
which must be within the Discount Range, and (ii) a principal amount of the applicable Loans such Lender is willing to sell, which
must be in increments of $2,000,000 or in an amount equal to such Lender’s entire remaining amount of the applicable Loans (the
 “Reply Amount”). Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, each Lender wishing
to participate in such Auction must execute and deliver, to be held in escrow by the Administrative Agent, an assignment and acceptance
agreement in a form reasonably acceptable to the Administrative Agent.


 


(c)            Acceptance
Procedures. Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation
with the Borrower, will determine the applicable discount (the “Applicable Discount”) for the Auction, which shall
be the lowest Reply Discount; provided that, in the event that the Reply Amounts are insufficient to allow Holdings or its Subsidiary,
as applicable, to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), Holdings
or such Subsidiary shall either, at its election, (i) withdraw the Auction or (ii) complete the Auction at an Applicable Discount
which is the next lowest Reply Discount for which Holdings or its Subsidiary, as applicable, can complete the Auction at the Auction
Amount. Holdings or its Subsidiary, as applicable, shall purchase the applicable Loans (or the respective portions thereof) from each
applicable Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”)
at the Applicable Discount; provided that if the aggregate proceeds required to purchase all applicable Loans subject to Qualifying
Bids would exceed the Auction Amount for such Auction, Holdings or its Subsidiary, as applicable, shall purchase such Loans at the Applicable
Discount ratably based on the principal amounts of such Qualifying Bids (subject to adjustment for rounding as specified by the Administrative
Agent). Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than
five Business Days from the date the Return Bid was due.


 






    	 	-22-	 



     


    

 


(d)            Additional
Procedures. Once initiated by an Auction Notice, Holdings or its Subsidiary, as applicable, may not withdraw an Auction other than
a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender will be obligated
to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. The Purchase shall
be consummated pursuant to and in accordance with Section 10.6 and, to the extent not otherwise provided herein, shall otherwise
be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Interest Periods, and other notices
by Holdings or such Subsidiary, as applicable) reasonably acceptable to the Administrative Agent and the Borrower.


 


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


 


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


 


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


 


“Electronic
Signature”: an electronic sound, symbol, or process attached to, or associated with, a contract or other record and
adopted by a Person with the intent to sign, authenticate or accept such contract or record.


 


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


 


“Enterprise Transformative Event”:
any merger, acquisition, investment, dissolution, liquidation, consolidation or Disposition that is either (a) not permitted by
the terms of the Loan Documents immediately prior to the consummation of such transaction or (b) if permitted by the terms of the
Loan Documents immediately prior to the consummation of such transaction, would not provide Holdings and its Restricted Subsidiaries
with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such
consummation, as reasonably determined by the Borrower acting in good faith.


 


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


 






    	 	-23-	 



     


    

 


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


 


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


 


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


 


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


 


“EURIBOR Rate”: with respect
to any Term Benchmark Loan denominated in Euros and for any Interest Period, the EURIBOR Screen Rate, two TARGET Days prior to the commencement
of such Interest Period.


 


“EURIBOR Screen Rate”: the
euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration
of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01
of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of
such other information service which publishes that rate from time to time in place of Thomson Reuters as published at approximately
11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases
to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with
the Borrower.


 


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


 


“Excess Cash Flow”: for any
Excess Cash Flow Period of Holdings, an amount (not less than zero) equal to the amount by which, if any, of (a) the sum, without
duplication, of (i) Consolidated Net Income of Holdings for such Excess Cash Flow Period, (ii) the amount of all non-cash charges
(including depreciation, amortization, deferred tax expense and equity compensation expenses) deducted in arriving at such Consolidated
Net Income, (iii) the amount of the decrease, if any, in Consolidated Working Capital for such Excess Cash Flow Period (excluding
any decrease in Consolidated Working Capital relating to leasehold improvements for which Holdings, the Borrower or any of its Subsidiaries
is reimbursed in cash or receives a credit), (iv) the aggregate net amount of non-cash loss on the Disposition of Property by Holdings
and its Restricted Subsidiaries during such Excess Cash Flow Period (other than sales of inventory in the ordinary course of business),
to the extent deducted in arriving at such Consolidated Net Income and (v) to the extent not otherwise included in determining Consolidated
Net Income, the aggregate amount of cash receipts for such period attributable to Hedge Agreements or other derivative instruments; exceeds
(b) the sum, without duplication (including, in the case of clauses (ii) and (viii) below, duplication across periods
(provided that all or any portion of the amounts referred to in clauses (ii) and (viii) below with respect to a period
may be applied in the determination of Excess Cash Flow for any subsequent period to the extent such amounts did not previously result
in a reduction of Excess Cash Flow in any prior period)) of:


 


(i)            the
amount of all non-cash gains or credits to the extent included in arriving at such Consolidated Net Income (including credits included
in the calculation of deferred tax assets and liabilities) and cash charges to the extent excluded from Consolidated Net Income pursuant
to the last sentence thereof;


 






    	 	-24-	 



     


    

 


(ii)            the
aggregate amount (A) actually paid by Holdings and its Restricted Subsidiaries in cash during such Excess Cash Flow Period (or,
at the Borrower’s election, after such Excess Cash Flow Period but prior to the time of determination of Excess Cash Flow for such
Excess Cash Flow Period, and excluding any amounts paid during such Excess Cash Flow Period which the Borrower elected to apply to the
calculation in a prior Excess Cash Flow Period) on account of Capital Expenditures and Permitted Acquisitions and (B) committed
during such Excess Cash Flow Period to be used to make Capital Expenditures or Permitted Acquisitions which in either case have been
actually made or consummated or for which a binding agreement exists as of the time of determination of Excess Cash Flow for such Excess
Cash Flow Period (in each case under this clause (ii) other than to the extent any such Capital Expenditure or Permitted Acquisition
is made (or, in the case of the preceding clause (B), is expected at the time of determination to be made) with the proceeds of new long-term
Indebtedness or an Equity Issuance or with the proceeds of any Reinvestment Deferred Amount), in each case to the extent not already
deducted from Consolidated Net Income;


 


(iii)            the
aggregate amount of all regularly scheduled principal payments and all prepayments of Indebtedness (including the Term Loans) of Holdings
and its Restricted Subsidiaries made during such Excess Cash Flow Period and, at the option of the Borrower, all prepayments of Indebtedness
made (or committed to be made by irrevocable written notice) after such Excess Cash Flow Period but prior to the time of determination
of Excess Cash Flow for the applicable Excess Cash Flow Period, and excluding any amounts paid during such Excess Cash Flow Period which
the Borrower elected to apply to the calculation in a prior Excess Cash Flow Period (other than, in each case, (x) in respect of
any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder, (y) to the
extent any such prepayments are the result of the incurrence of additional indebtedness and (z) optional prepayments of the Term
Loans and optional prepayments of Revolving Loans to the extent accompanied by permanent optional reductions of the Revolving Commitments);


 


(iv)            the
amount of the increase, if any, in Consolidated Working Capital for such Excess Cash Flow Period (excluding any increase in Consolidated
Working Capital relating to leasehold improvements for which Holdings or any of its Subsidiaries is reimbursed in cash or receives a
credit);


 


(v)            the
aggregate net amount of non-cash gain on the Disposition of Property by Holdings and its Restricted Subsidiaries during such Excess Cash
Flow Period (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated
Net Income;


 






    	 	-25-	 



     


    

 


(vi)            Transaction
Costs and fees and expenses incurred in connection with any Permitted Acquisition or Investment permitted by Section 7.7, any Equity
Issuance, any incurrence of Indebtedness permitted by Section 7.2, any Restricted Payment permitted by Section 7.6 and any
Disposition permitted by Section 7.5 (in each case, whether or not consummated), in each case to the extent not already deducted
from Consolidated Net Income;


 


(vii)            purchase
price adjustments and earnouts paid, in each case to the extent not already deducted from Consolidated Net Income, or received, in each
case to the extent not already included in arriving at Consolidated Net Income, in connection with any acquisition or Investment consummated
prior to the Closing Date, any Permitted Acquisition or any other acquisition or Investment permitted under Section 7.7;


 


(viii)            (A) the
net amount of Permitted Acquisitions and Investments made in cash during such period pursuant to paragraphs (a)(ii), (a)(iii), (d), (f),
(h), (k), (l), (v), (x) and (ee) of Section 7.7 (to the extent, in the case of clause (x), such Investment relates to Restricted
Payments permitted under Section 7.6(c), (e), (f)(iii), (h), (m) or (o)) or, at the option of the Borrower, committed during
such period to be used to make Permitted Acquisitions and Investments pursuant to such paragraphs of Section 7.7 which have been
actually made or for which a binding agreement exists as of the time of determination of Excess Cash Flow for such period (but excluding
Investments among Holdings and its Restricted Subsidiaries) and (B) permitted Restricted Payments made in cash or subject to a binding
agreement, in each case by Holdings during such period and permitted Restricted Payments made by any Restricted Subsidiary to any Person
other than Holdings or any of the Restricted Subsidiaries during such period, in each case, to the extent permitted by Section 7.6(c),
(e), (f)(iii), (h), (m), or (o), in each case to the extent not already deducted from Consolidated Net Income;


 


(ix)            the
amount (determined by the Borrower) of such Consolidated Net Income which is mandatorily prepaid or reinvested pursuant to Section 2.12(b) (or
as to which a waiver of the requirements of such Section applicable thereto has been granted under Section 10.1) prior to the
date of determination of Excess Cash Flow for such Excess Cash Flow Period as a result of any Asset Sale or Recovery Event, in each case
to the extent not already deducted from Consolidated Net Income;


 


(x)            (A) the
aggregate amount of any premium or penalty actually paid in cash that is required to be made in connection with any prepayment of Indebtedness
made (or committed to be made by irrevocable written notice) during the applicable Excess Cash Flow Period or, at the option of the Borrower,
after the end of such Excess Cash Flow Period but prior to the time of calculation of Excess Cash Flow, in each case to the extent not
already deducted from Consolidated Net Income and (B) to the extent included in determining Consolidated Net Income, the aggregate
amount of any income (or loss) for such period attributable to the early extinguishment of Indebtedness, Hedge Agreements or other derivative
instruments;


 


(xi)            cash
payments by Holdings and its Restricted Subsidiaries during such period relating to prize or jackpot-related liabilities or in respect
of long-term liabilities of the Borrower and its Subsidiaries other than Indebtedness, in each case to the extent not already deducted
from Consolidated Net Income;


 






    	 	-26-	 



     


    

 


(xii)            the
aggregate amount of (I) expenditures actually made by Holdings and its Restricted Subsidiaries in cash during such period (including
expenditures for the payment of financing fees), in each case, to the extent not deducted during a prior period and (II) expenditures
committed during such Excess Cash Flow Period to be made for which a binding agreement exists as of the time of determination of Excess
Cash Flow for such Excess Cash Flow Period, in each such case, to the extent that such expenditures are not expensed during such period
and are not deducted in calculating Consolidated Net Income;


 


(xiii)            cash
expenditures in respect of Hedge Agreements or other derivative instruments during such period to the extent not deducted in arriving
at such Consolidated Net Income;


 


(xiv)            the
amount of taxes (including penalties and interest) paid in cash in such period or tax reserves set aside or payable (without duplication)
in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period;


 


(xv)            the
amount of cash payments made in respect of pensions and other post-employment benefits in such period, in each case to the extent not
deducted in determining Consolidated Net Income;


 


(xvi)            payments
made in respect of the minority equity interests of third parties in any non-wholly owned Restricted Subsidiary in such period, including
pursuant to dividends declared or paid on Capital Stock held by third parties (or other distributions or return of capital) in respect
of such non-wholly-owned Restricted Subsidiary, in each case to the extent not deducted in determining Consolidated Net Income; and


 


(xvii)            the
amount representing accrued expenses for cash payments (including with respect to retirement plan obligations) that are not paid in cash
in such Excess Cash Flow Period, in each case to the extent not deducted in determining Consolidated Net Income, provided that
such amounts will be added to Excess Cash Flow for the following fiscal year to the extent not paid in cash and deducted from Consolidated
Net Income during such following fiscal year.


 


“Excess Cash Flow Application Date”:
as defined in Section 2.12(c).


 


“Excess Cash Flow Percentage”:
with respect to an Excess Cash Flow Period, 50%; provided that if the Consolidated Net First Lien Leverage Ratio at the end of
any Excess Cash Flow Period is (i) less than or equal to 1.70 to 1.00 but greater than 1.20 to 1.00, the Excess Cash Flow Percentage
shall be 25% or (ii) less than or equal to 1.20 to 1.00, the Excess Cash Flow Percentage shall be 0%.


 


“Excess Cash Flow Period”:
each fiscal year of Holdings beginning with the fiscal year ending December 31, 2023.


 


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


 


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


 






    	 	-27-	 



     


    

 


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


 


“Excluded Swap Obligation”:
with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of,
or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal
under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or
official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract
participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 2.8 of the Guarantee and
Collateral Agreement and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all
guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by
such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master
agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to
swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.


 


“Excluded
Taxes”: any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from
a payment to any Recipient, (i) net income Taxes (however denominated), franchise Taxes, and branch profits Taxes, in each case,
(A) imposed as a result of such Recipient being organized under the laws of, or having its principal office (or, if such Recipient
is a Lender, its applicable lending office) located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or
(B) as a result of any other present or former connection between such Recipient and the jurisdiction of the Governmental Authority
imposing such Tax (or any political subdivision thereof), (ii) any withholding Taxes (including backup withholding) imposed on amounts
payable to or for the account of such Recipient with respect to an applicable interest in a Loan or Commitment or this Agreement pursuant
to a law in effect on the date on which (A) such Recipient becomes a party to this Agreement or (B) if such Recipient is a
Lender, (x) such Lender acquires such interest in the applicable Commitment or, to the extent such Lender did not fund the applicable
Loan pursuant to a prior Commitment, acquires the applicable interest in such Loan (other than pursuant to an assignment request by the
Borrower under Section 2.24) or (y) such Lender changes its lending office (other than pursuant to a request by the Borrower
under Section 2.23), except in the case of each of the foregoing clauses (A) and (B), to the extent that, pursuant to Section 2.20,
amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a
party hereto or, if such Recipient is a Lender, to such Lender immediately before it changed its lending office, (iii) Taxes
attributable to such Recipient’s failure to comply with Section 2.20(e) and (iv) any Taxes imposed under FATCA.
For purposes of clause (ii) of this definition, a participating interest acquired pursuant to Section 10.7 shall be treated
as having been acquired on the earlier date(s) on which the applicable Lender acquired the applicable interests in the Commitments
or Loans to which such participating interest relates.


 






    	 	-28-	 



     


    

 


“Existing Credit Agreement”:
the Credit Agreement, dated as of October 18, 2013, among Holdings, the Borrower, the lenders and other financial institutions party
thereto, and Bank of America, N.A., as administrative agent


 


“Existing Letters of Credit”:
Letters of Credit issued prior to, and outstanding on, the Closing Date and disclosed on Schedule 1.1B.


 


“Existing Loans”: as defined
in Section 2.26(a).


 


“Existing
Revolving Loans”: as defined in Section 2.26(a).


 


“Existing Revolving Tranche”:
as defined in Section 2.26(a).


 


“Existing Term Loans”: as defined
in Section 2.26(a).


 


“Existing Term Tranche”: as
defined in Section 2.26(a).


 


“Existing Tranche”: as defined
in Section 2.26(a).


 


“Extended Loans”: as defined
in Section 2.26(a).


 


“Extended Revolving Commitments”:
as defined in Section 2.26(a).


 


“Extended Revolving Tranche”:
as defined in Section 2.26(a)


 


“Extended Term Loans”: as defined
in Section 2.26(a).


 


“Extended Term Tranche”: as
defined in Section 2.26(a).


 


“Extended Tranche”: as defined
in Section 2.26(a).


 


“Extending Lender”: as defined
in Section 2.26(b).


 


“Extension”: as defined in
Section 2.26(b).


 


“Extension Amendment”: as defined
in Section 2.26(c).


 


“Extension Date”: as defined
in Section 2.26(d).


 


“Extension Election”: as defined
in Section 2.26(b).


 


“Extension Request”: as defined
in Section 2.26(a).


 






    	 	-29-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“Federal Funds Effective Rate”:
for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined
in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day
by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be
less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


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


 


“Fee Payment Date”: commencing
on June 30, 2022, (a) the last Business Day of each March, June, September and December and (b) the last day
of the Revolving Commitment Period.


 






    	 	-30-	 



     


    

 


“Fixed Charge Coverage Ratio”:
as of any date of determination, the ratio of (a) Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently
ended Test Period minus, without duplication, cash taxes (including those paid pursuant to Section 7.6(c)(i)) actually paid by Holdings
and its Restricted Subsidiaries during such Test Period (excluding any cash taxes paid in connection with the sale of the lottery business
of Holdings and its Restricted Subsidiaries) to (b) Fixed Charges of Holdings and its Restricted Subsidiaries for such Test Period.
In the event that Holdings or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases
or otherwise discharges any Indebtedness or issues or redeems Disqualified Capital Stock subsequent to the commencement of the period
for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation
of the Fixed Charge Coverage Ratio is being calculated, then the Fixed Charge Coverage Ratio will be calculated on a pro forma basis
as if such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness or issuance
or redemption of Disqualified Capital Stock, and the use of the proceeds therefrom, had occurred at the beginning of the Test Period.


 


“Fixed Charges”: for any Test
Period, the sum of (a) Consolidated Interest Expense plus (b) regularly scheduled payments of principal on Funded Debt
that are paid or payable in cash, in each case, for such Test Period; provided that in the case of any Person that became a Restricted
Subsidiary of such Person after the commencement of such four-quarter period, the interest expense of such Person paid in cash prior
to the date on which it became a Restricted Subsidiary of such Person will be disregarded to the extent the Indebtedness for which such
interest expense was paid is permanently repaid on or prior to the time such Person becomes a Restricted Subsidiary.


 


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


 


“Floor”: the benchmark rate
floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of
this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted CDOR Rate, Adjusted BBSY Rate,
each Adjusted Daily Simple RFR or the Central Bank Rate, as applicable. For the avoidance of doubt the initial Floor for (I) the
Adjusted EURIBOR Rate, Adjusted CDOR Rate, Adjusted BBSY Rate, each Adjusted Daily Simple RFR and the Central Bank Rate, shall be 0%
and (II) the Adjusted Term SOFR Rate, shall be, (x) with respect to the Initial Term Loans, 0.50% and (y) with respect
to the Revolving Loans, 0%.


 


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


 


“Foreign Subsidiary Holding Company”:
any Restricted Subsidiary of Holdings which is a Domestic Subsidiary substantially all of the assets of which consist of (i) the
Capital Stock (or Capital Stock and Indebtedness) of one or more Foreign Subsidiaries that are CFCs or (ii) the Capital Stock (or
Capital Stock and Indebtedness) of one or more Restricted Subsidiaries substantially all of the assets of which constitute assets described
in clause (i).


 


“Fronting Exposure”: as defined
in Section 2.6(f).


 


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


 


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


 






    	 	-31-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	-32-	 



     


    

 


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


 


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


 


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


 


“Hedge Agreements”: all agreements
with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, in each
case, entered into by Holdings or any Restricted Subsidiary.


 


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


 


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


 


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


 






    	 	-33-	 



     


    

 


“Immaterial Subsidiary”: on
any date, any Restricted Subsidiary of Holdings designated as such by the Borrower, but only to the extent that such Restricted Subsidiary
has less than 5.0% of Consolidated Total Assets and 5.0% of annual consolidated revenues of Holdings and its Restricted Subsidiaries
on a pro forma basis based on the most recent financial statements delivered pursuant to Section 6.1 prior to such date; provided
that at no time shall all Immaterial Subsidiaries have in the aggregate Consolidated Total Assets or annual consolidated revenues
(as reflected on the most recent financial statements delivered pursuant to Section 6.1 prior to such time) in excess of 10.0% of
Consolidated Total Assets or annual consolidated revenues, respectively, of Holdings and its Restricted Subsidiaries.





 


“Increased Amount Date”: as
defined in Section 2.25(a).


 


“Incremental Amendment”: an
amendment or joinder to this Agreement to give effect to any New Loan Commitments pursuant to Section 2.25, in form and substance
reasonably acceptable to the Borrower, the Administrative Agent and the Lenders providing such New Loan Commitments.


 


“Indebtedness” of any Person:
without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by
(i) bonds (excluding surety bonds), debentures, notes or similar instruments, and (ii) surety bonds, (c) all obligations
of such Person for the deferred purchase price of Property or services already received, (d) all Guarantee Obligations by such Person
of Indebtedness of others, (e) all Capital Lease Obligations of such Person, (f) all payments that such Person would have to
make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding Hedge
Agreements (such payments in respect of any Hedge Agreement with a counterparty being calculated subject to and in accordance with any
netting provisions in such Hedge Agreement), (g) the principal component of all obligations, contingent or otherwise, of such Person
(i) as an account party in respect of letters of credit (other than any letters of credit, bank guarantees or similar instrument
in respect of which a back-to-back letter of credit has been issued under or permitted by this Agreement) and (ii) in respect of
bankers’ acceptances and (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment
in respect of any Disqualified Capital Stock of such Person or any other Person, valued, in the case of a redeemable preferred interest,
at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; provided that
Indebtedness shall not include (A) trade and other payables, accrued expenses and liabilities and intercompany liabilities arising
in the ordinary course of business, (B) prepaid or deferred revenue or contract liability as defined by FASB ASC 606 arising in
the ordinary course of business, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion
of the purchase price of an asset to satisfy unperformed obligations of the seller of such asset, (D) payment and custodial obligations
in respect of prize, jackpot, deposit, payment processing and player account management operations, (E) earn-out and other contingent
obligations until such obligations become a liability on the balance sheet of such Person in accordance with GAAP or (F) the sale
of future revenue under FASB ASC Topic 470. The Indebtedness of any Person shall include the Indebtedness of any partnership in which
such Person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits
the liability of such Person in respect thereof (or provides for reimbursement to such Person).


 


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


 


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


 






    	 	-34-	 



     


    

 


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


 


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


 


“Initial Term B Loan”: as defined
in Section 2.1(a).


 


“Initial Term Loans”: the Initial
Term B Loans.


 


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


 


“Insolvent”: pertaining to
a condition of Insolvency.


 


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


 


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


 


“Interest Payment Date”: (a) with
respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December and the
applicable maturity date, (b) with respect to any RFR Loan, (1) each date that is on the numerically corresponding day in each
calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month,
then the last day of such month) and (2) the applicable maturity date, (c) with respect to any Term Benchmark Loan, the last
day of each Interest Period applicable to the borrowing of which such Loan is a part and, in the case of a Term Benchmark Loan with an
Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals
of three months’ duration after the first day of such Interest Period, and the applicable maturity date and (d) with respect
to any Swingline Loan, the day that such Loan is required to be repaid and the applicable maturity date.


 


“Interest Period”: with respect
to any Term Benchmark Loan, the period commencing on the date of such borrowing and ending on the numerically corresponding day in the
calendar month that is one, three or six months (or with respect to Term Benchmark Loans denominated in Canadian Dollars, one, two or
three months) thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment for
any Agreed Currency), as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than
a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest
Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in
the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period
and (iii) no tenor that has been removed from this definition pursuant to Section 2.17(e) shall be available for specification
in such borrowing request or interest election request. For purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.


 






    	 	-35-	 



     


    

 


“Investments”: as defined in
Section 7.7.


 


“ISP”: with respect to any
Letter of Credit, the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later
version thereof as may be in effect at the time of issuance).


 


“Issuing Lenders”: (a) JPMorgan
Chase Bank, N.A., (b) Bank of America, N.A., (c) BNP Paribas, (d), Deutsche Bank AG New York Branch, (e) Fifth Third Bank,
(f) Barclays Bank PLC, (g) Citizens Bank, N.A., (h) Goldman Sachs Bank USA, (i) Morgan Stanley Senior Funding, Inc.,
(j) Royal Bank of Canada, (k) Truist Bank, (l) Macquarie Capital Funding LLC and (m) any other Revolving Lender from
time to time designated by the Borrower, in its sole discretion, as a Issuing Lender with the consent of such other Revolving Lender
(in each case, through itself or through one of its designated Affiliates or branch offices).


 


“Joint Bookrunners”: JPMorgan
Chase Bank, N.A. BofA Securities, Inc. BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Fifth Third Bank, National Association,
Barclays Bank PLC, Citizens Bank, N.A., Goldman Sachs Banks USA, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Truist
Securities, Inc. and Macquarie Capital (USA) Inc., in their capacity as joint bookrunners.


 


“Judgment Currency”: as defined
in Section 10.26.


 


“Junior Financing”: as defined
in Section 7.8.


 


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


 


“Latest Maturing Term Loans”:
at any date of determination, the Tranche (or Tranches) of Term Loans maturing later than all other Term Loans outstanding on such date.


 


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


 


“L/C Commitment”: $350,000,000.


 


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


 


“L/C Obligations”: at any time,
an amount equal to the sum of (a) the Dollar Equivalent of the aggregate then undrawn and unexpired face amount of the then outstanding
Letters of Credit and (b) the Dollar Equivalent of the aggregate amount of drawings under Letters of Credit that have not then been
reimbursed. The L/C Obligations of any Lender at any time shall be its Revolving Percentage of the total L/C Obligations at such time.
For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.5. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired
by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or Rule 3.14 of the ISP,
upon notice from the Administrative Agent to the Borrower such Letter of Credit shall be deemed to be “outstanding” in the
amount so remaining available to be drawn.


 


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


 


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


 






    	 	-36-	 



     


    

 


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


 


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


 


“Lead Arrangers”: JPMorgan
Chase Bank, N.A. BofA Securities, Inc. BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Fifth Third Bank, National Association,
Barclays Bank PLC, Citizens Bank, N.A., Goldman Sachs Banks USA, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Truist
Securities, Inc. and Macquarie Capital (USA) Inc., in their capacity as joint lead arrangers.


 


“Lenders”: as defined in the
preamble hereto. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.


 


“Letters of Credit”: any letter
of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder 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 no Issuing
Lender shall be obligated to issue any letters of credit other than standby letters of credit. Letters of Credit may be issued in Dollars
or in an Alternative Currency by any Issuing Lender under the Revolving Commitments.


 


“Letter of Credit Commitment”:
the commitment of each Issuing Lender to issue Letters of Credit in an amount not to exceed the amount set forth under the heading “Letter
of Credit Commitment” opposite such Lender’s name on Schedule 2.1. Any Issuing Lender may agree to issue Letters of Credit
in excess of its Letter of Credit Commitment in its sole discretion.


 


“Liabilities”: the recorded
liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of Holdings and its Subsidiaries taken
as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently
applied.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	-37-	 



     


    

 


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


 


“Mandatory Prepayment Date”:
as defined in Section 2.12(e).


 


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


 


“Material
Intellectual Property”: Intellectual Property owned by any Loan Party or Restricted Subsidiary that is material to the
business of the Borrower and its Restricted Subsidiaries taken as a whole, as determined in good faith by the Borrower.


 


“Material Real Property”: any
Real Property located in the United States and owned in fee by a Loan Party on the Closing Date having an estimated Fair Market Value
exceeding $20,000,000 and any after-acquired Real Property located in the United States owned by a Loan Party having a gross purchase
price exceeding $20,000,000 at the time of acquisition.


 


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


 






    	 	-38-	 



     


    

 


“Maximum
Incremental Facilities Amount”: at any date of determination, the sum of (a) (i) in the case of New Term Loan Commitments,
Supplemental Term Loan Commitments and New Incremental Notes, the greater of (x) $640,000,000 and (y) 100% of Consolidated
EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period and (ii) in the case of New Revolving
Loan Commitments and Supplemental Revolving Commitment Increases, the greater of (x) $250,000,000 and (y) 39% of Consolidated
EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period, (b) the amount of (i) voluntary
prepayments (including (1) buybacks and (2) any Loans repaid or Commitments cancelled pursuant to Section 2.24) of Term
Loans determined based on the cash payment made thereof, (ii) prepayments of Revolving Loans (to the extent accompanied by a permanent
Revolving Commitment reduction) and (iii) voluntary prepayments and redemptions of any other secured Indebtedness (including New
Incremental Notes) incurred pursuant to clause (a) hereof determined based on the cash payment made thereof, in each case, to the
extent not funded with the proceeds of long-term Indebtedness (other than Revolving Loans or other revolving Indebtedness) or a Specified
Equity Contribution (provided that any prepayment or redemption of any such Indebtedness shall only create capacity to incur additional
debt that secured on pari passu or junior basis to the Indebtedness that was repaid or redeemed), and (c) an additional unlimited
amount if, after giving pro forma effect to the incurrence of such additional amount (and in the case of any Supplemental Revolving
Commitment Increase being initially provided on any date of determination, as if loans thereunder were drawn in full on such date) and
after giving effect to any acquisition consummated substantially concurrently therewith and all other appropriate pro forma adjustment
events, (i) in the case of New Loan Commitments that are secured by a Lien on the Collateral ranking equal with the Lien on such
Collateral securing the Obligations, the Consolidated Net First Lien Leverage Ratio is equal to or less than (x) 3.50:1.00 or (y) in
the case of New Loan Commitments incurred to finance a Permitted Acquisition or other permitted Investment the Consolidated Net First
Lien Leverage Ratio immediately prior to the incurrence of such New Loan Commitments, (ii) in the case of New Loan Commitments that
are secured by a Lien on the Collateral ranking junior to the Lien on such Collateral securing the Obligations, the Consolidated Net
Secured Leverage Ratio is equal to or less than (x) 4.50:1.00 or (y) in the case of New Loan Commitments incurred to finance
a Permitted Acquisition or other permitted Investment the Consolidated Net Secured Leverage Ratio immediately prior to the incurrence
of such New Loan Commitments or (iii) in the case of New Loan Commitments that are either unsecured or secured by assets do not
constitute Collateral, either (I) the Consolidated Net Total Leverage Ratio is equal to or less than (x) 5.50:1.00 or (y) in
the case of New Loan Commitments incurred to finance a Permitted Acquisition or other permitted Investment the Consolidated Net Total
Leverage Ratio immediately prior to the incurrence of such New Loan Commitments or (II) the Fixed Charge Coverage Ratio is equal
to or greater than (x) 2.00 to 1.00 or (y) in the case of New Loan Commitments incurred to finance a Permitted Acquisition
or other permitted Investment the Fixed Charge Coverage Ratio immediately prior to the incurrence of such New Loan Commitments (it being
understood that (A) the unlimited amount in clause (c) above shall be deemed to be used prior to the amount in clauses (a) or
(b) above to the extent the relevant ratio requirement is satisfied, with the balance deemed incurred pursuant to clause (b) above
to the extent complied with prior to any use of the amount in clause (a) above, (B) if pro forma effect is given to the entire
committed amount of any such amount, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time
to time, without further compliance with this clause and (C) for purposes of calculating the applicable ratio only on the applicable
date of incurrence any cash proceeds from such incurrence shall be excluded from such calculation).


 


“Maximum Rate”: as defined
in Section 10.20.


 


“Minimum Extension Condition”:
as defined in Section 2.26(g).


 


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


 


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


 


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


 






    	 	-39-	 



     


    

 


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


 


“Net Cash Proceeds”: (a) in
connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such
proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable
or otherwise, but only as and when received) received by any Loan Party, net of (i) attorneys’ fees, accountants’ fees,
investment banking fees, brokers’ fees, consulting fees, amounts required to be applied to the repayment of Indebtedness secured
by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant
to a Security Document) or the repayment of any other Indebtedness of an Unrestricted Subsidiary that is sold pursuant to an Asset Sale
and other customary fees and expenses actually incurred by any Loan Party in connection therewith; (ii) taxes paid or reasonably
estimated to be payable by any Loan Party as a result thereof (after taking into account any available tax credits or deductions and
any tax sharing arrangements) and, in the case of any Asset Sale of the Social Gaming Business, such taxes to be determined for the applicable
Unrestricted Subsidiaries on a stand-alone basis; (iii) the amount of any liability paid or to be paid or reasonable reserve established
in accordance with GAAP against any liabilities (other than any taxes deducted pursuant to clause (ii) above) (A) associated
with the assets that are the subject of such event and (B) retained by Holdings or any of its Restricted Subsidiaries, provided
that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability)
shall be deemed to be Net Cash Proceeds of such event occurring on the date of such reduction and (iv) the pro rata portion of the
Net Cash Proceeds thereof (calculated without regard to this clause (iv)) attributable to minority interests and not available for distribution
to or for the account of the Borrower or any Domestic Subsidiary as a result thereof and (b) in connection with any Equity Issuance
or issuance or sale of debt securities or instruments or the incurrence of Funded Debt, the cash proceeds received from such issuance
or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, consulting fees, underwriting discounts
and commissions and other customary fees and expenses actually incurred in connection therewith.


 


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


 


“New Incremental Notes”: one
or more series of senior secured, senior unsecured, senior subordinated or subordinated notes (which notes, if secured by the Collateral,
are secured on a first lien pari passu basis with the Liens securing the Obligations or secured on a “junior” basis with
the Liens securing the Obligations) in an aggregate amount for all such New Incremental Notes (when taken together with any New Loan
Commitments that have become effective or will become effective simultaneously with the issue of any such New Incremental Notes) not
in excess of, at the time the respective New Incremental Notes are issued, the Maximum Incremental Facilities Amount; provided
that no Event of Default would exist after giving pro forma effect thereto subject to the Permitted Acquisition Provisions (if applicable).
The issuance of any New Incremental Notes is subject to the following conditions: (i) such New Incremental Notes shall not be guaranteed
by any Person that is not a Loan Party (provided that, for the avoidance of doubt, any New Incremental Notes need not be Guaranteed by
all Loan Parties under the other Facilities), (ii) to the extent secured by the Collateral, such New Incremental Notes shall be
subject to an Other Intercreditor Agreement, (iii) such New Incremental Notes shall have a final maturity no earlier than 91 days
after the then Latest Maturity Date, (iv) (A) if such New Incremental Notes are secured, the weighted average life to maturity
of such New Incremental Notes shall not be shorter than that of any then-existing Term Loan Tranche, and (B) if such New Incremental
Notes are unsecured, such New Incremental Notes shall not be subject to any amortization prior to the final maturity thereof, or be subject
to any mandatory redemption or prepayment provisions (except customary assets sale, recovery event and change of control provisions),
(v) if such New Incremental Notes are secured, such New Incremental Notes shall not be subject to any mandatory redemption or prepayment
provisions (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and
other Indebtedness that is secured on a pari passu basis with the Obligations) and (vi) the covenants, events of default, guarantees,
collateral and other terms of such New Incremental Notes are customary for similar debt securities in light of then-prevailing market
conditions at the time of issuance (it being understood that (x) no New Incremental Notes shall include any financial maintenance
covenants (including indirectly by way of a cross-default to this Agreement), but that customary cross-acceleration provisions may be
included and (y) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based)
and in any event are not more restrictive to Holdings and its Restricted Subsidiaries than those set forth in this Agreement (other than
with respect to interest rate and redemption provisions), except for covenants or other provisions applicable only to periods after the
then Latest Maturity Date (provided that, at the Borrower's option, delivery of a certificate of a Responsible Officer of the Borrower
to the Administrative Agent in good faith at least three Business Days (or such shorter period as may be agreed by the Administrative
Agent) prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and
conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Borrower has determined in
good faith that such terms and conditions satisfy the requirement set forth in this definition, shall be conclusive evidence that such
terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during
such three Business Day period (including a reasonable description of the basis upon which it objects)). Subject to the foregoing, the
conditions precedent to each such incurrence shall be agreed to by the creditors providing such New Incremental Notes and the Borrower.
The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the
Borrower as may be necessary or appropriate in order to secure any New Incremental Notes with the Collateral and/or to make such amendments
as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance
of such New Incremental Notes, in each case on terms consistent with this definition.


 






    	 	-40-	 



     


    

 



 


“New Lender”: as defined in
Section 2.25(c).


 


“New Loan Commitments”: as
defined in Section 2.25(a).


 


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


 


“New
Revolving Loan Commitment”: as defined in Section 2.25(a).


 


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


 


“New Term Lender”: a Lender
that has a New Term Loan.


 


“New Term Loan Commitment”:
as defined in Section 2.25(a).


 


“New Term Loans”: as defined
in Section 2.25(b).


 


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


 


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


 


“Non-Extending Lender”: as
defined in Section 2.26(e).


 






    	 	-41-	 



     


    

 


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


 


“Non-Recourse Debt”: Indebtedness
(a) with respect to which no default would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of Holdings
or any of its Restricted Subsidiaries the outstanding principal amount of which individually exceeds $25,000,000 to declare a default
on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity and (b) as to
which the lenders or holders thereof will not have any recourse to the capital stock or assets of Holdings or any of its Restricted Subsidiaries.


 


“Non-US Lender”: as defined
in Section 2.20(e)(i).


 


“Not Otherwise Applied”: with
reference to any proceeds of any transaction or event or of Excess Cash Flow or the Available Amount that is proposed to be applied to
a particular use or transaction, that such amount (a) was not required to prepay Loans pursuant to Section 2.12 and (b) has
not previously been (and is not simultaneously being) applied to anything other than such particular use or transaction (including any
application thereof as a Cure Right pursuant to Section 8.2).


 


“Note”: any promissory note
evidencing any Loan, which promissory note shall be in the form of Exhibit G-1 or Exhibit G-2, as applicable, or such other
form as agreed upon by the Administrative Agent and the Borrower.


 


“NYFRB”: the Federal Reserve
Bank of New York.


 


“NYFRB Rate”: for any day,
the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect
on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of
such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction
quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected
by it; provided, further, that if any of the aforesaid rates as so determined be less than zerio, such rate shall be deemed
to be zero for purposes of this Agreement.


 


“NYFRB’s
Website”: the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


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


 






    	 	-42-	 



     


    

 


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


 


“Open Market Purchase”: the
purchase by Holdings or any of its Subsidiaries by way of open market purchases of Term Loans in an aggregate principal amount of Term
Loans not to exceed of 20% of the principal amount of all Term Loans then outstanding (calculated as of the date of such purchase).


 


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


 


“Other Taxes”: any and all
present or future stamp, court or documentary Taxes or any other intangible, recording, filing or similar Taxes, arising from any payment
made under, or from the execution, delivery, performance, registration, or enforcement of, or otherwise with respect to, any Loan Document,
except any such Taxes that are imposed as a result of a present or former connection between the Recipient and the jurisdiction imposing
such Tax (other than connections arising from such Recipient having executed, delivered, registered, become a party to, performed its
obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant
to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document) with respect to an assignment other than
an assignment made pursuant to Section 2.23 or 2.24.


 


“Overnight Bank Funding Rate”:
for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed
banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s
Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.


 


“Overnight Rate”: for any day,
(a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to any amount denominated in an
Alternative Currency, an overnight rate determined by the Administrative Agent or the Issuing Lenders, as the case may be, in accordance
with banking industry rules on interbank compensation.


 


“Parent Company”: any direct
or indirect parent of Holdings.


 


“Pari Passu Debt”: Indebtedness
that is secured by a Lien on the Collateral ranking equal with the Lien on such Collateral securing the Obligations pursuant to one or
more Other Intercreditor Agreements.


 


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


 


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


 


“Payment”: as defined in Section 9.6(c).


 






    	 	-43-	 



     


    

 


“Payment Notice”: as defined
in Section 9.6(c)(ii).


 


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


 


“PCAOB”: the Public Company
Accounting Oversight Board.


 


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


 


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


 


“Permitted Acquisition Provisions”:
as defined in Section 2.25(b).


 


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


 


“Permitted Investors”: the
collective reference to the members of management of any Parent Company, Holdings or any of its Subsidiaries that have ownership interests
in any Parent Company or Holdings as of the Closing Date, and the directors of Holdings or any of its Subsidiaries or any Parent Company
as of the Closing Date.


 


“Permitted Refinancing”: with
respect to any Person, refinancings, replacements, modifications, refundings, renewals or extensions of Indebtedness provided
that (a) there is no increase in the principal amount (or accreted value) thereof (excluding accrued interest, fees, discounts,
redemption and tender premiums, penalties and expenses), (b) the weighted average life to maturity of such Indebtedness is greater
than or equal to the shorter of (i) the weighted average life to maturity of the Indebtedness being refinanced and (ii) the
remaining weighted average life to maturity of the Latest Maturing Term Loans (other than a shorter weighted average life to maturity
for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to
be exchanged for permanent financing which does not provide for a shorter weighted average life to maturity than the shorter of (i) the
weighted average life to maturity of the Indebtedness being refinanced and (ii) the remaining weighted average life to maturity
of the Latest Maturing Term Loans), (c) immediately after giving effect to such refinancing, replacement, refunding, renewal or
extension, no Event of Default pursuant to Section 8.1(a) or Section 8.1(f) shall be continuing and (d) neither
Holdings nor any Restricted Subsidiary shall be an obligor or guarantor of any such refinancings, replacements, modifications, refundings,
renewals or extensions except to the extent that such Person was (or, when initially incurred could have been) such an obligor or guarantor
in respect of the applicable Indebtedness being modified, refinanced, replaced, refunded, renewed or extended.


 






    	 	-44-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Prepayment Option Notice”:
as defined in Section 2.12(e).


 


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


 






    	 	-45-	 



     


    

 


“Pricing Grid”: the table set
forth below:


 


	Consolidated Net First Lien
    Leverage Ratio	 	Applicable Margin

    for Revolving 
 Loans that are
 Term Benchmark
 Loans or RFR 
 Loans	 	 	Applicable

    Margin for 
 Revolving Loans 
 that are ABR
 Loans	 	 	Applicable 

    Commitment Fee
 Rate	 
	> 2.00:1.00	 	 	2.25	%	 	 	1.25	%	 	 	0.35	%
	≤ 2.00:1.00 but > 1.00:1.00	 	 	2.00	%	 	 	1.00	%	 	 	0.30	%
	≤ 1.00:1.00	 	 	1.75	%	 	 	0.75	%	 	 	0.25	%



 


Changes in the Applicable Margin with respect to Revolving Loans or
the Applicable Commitment Fee Rate resulting from changes in the Consolidated Net First Lien Leverage Ratio shall become effective on
the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until the
next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time
periods specified in Section 6.1, then, at the option of (and upon the delivery of notice (telephonic or otherwise) by) the Administrative
Agent or the Required Lenders, until such financial statements are delivered, the Consolidated Net First Lien Leverage Ratio as at the
end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than
2.00 to 1.00. In addition, at the election of the Required Revolving Lenders, while an Event of Default set forth in Section 8.1(a) or
8.1(f) shall have occurred and be continuing, the Consolidated Net First Lien Leverage Ratio shall for the purposes of the Pricing
Grid be deemed to be greater than 2.00 to 1.00.


 


“Prime Rate”: the rate of interest
last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such
rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected
Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein
(as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative
Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being
effective.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	-46-	 



     


    

 


“Qualified Contract”: any new
contract relating to the establishment, provision or operation of new lottery, gaming or other services or products by Holdings or any
of its Restricted Subsidiaries so long as an officer of the Borrower has certified to the Administrative Agent that the revenues generated
by such contract in the next succeeding 12 months would reasonably be expected to exceed $50,000,000.


 


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


 


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


 


“Recovery Event”: any settlement
of or payment in respect of any Property or casualty insurance claim or any condemnation proceeding relating to any asset of Holdings
or any Restricted Subsidiary, in an amount for each such event exceeding $7,500,000.


 


“Reference
Time”: with respect to any setting of the then-current Benchmark, (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago
time) on the day that is two Business Days preceding the date of such setting, (2) if such Benchmark is EURIBOR Rate, 11:00 a.m. Brussels
time two TARGET Days preceding the date of such setting, (3) if the RFR for such Benchmark is SONIA, then four Business Days prior
to such setting, (4) if the RFR for such Benchmark is Daily Simple SOFR, then four Business Days prior to such setting or (5) if
such Benchmark is none of the Term SOFR Rate, the EURIBOR Rate, SONIA or Daily Simple SOFR, the time determined by the Administrative
Agent in its reasonable discretion.


 


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


 


“Refinanced Term Loans”: as
defined in Section 10.1(c).


 


“Refinancing”: the repayment
of Indebtedness under and termination of the Existing Credit Agreement on the Closing Date.


 


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


 


“Refinancing Term Loans”: as
defined in Section 10.1(c).


 


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


 


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


 


“Reinvestment Deferred Amount”:
with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary thereof
for its own account in connection therewith that are not applied to prepay the Term Loans pursuant to Section 2.12 as a result of
the delivery of a Reinvestment Notice.


 


“Reinvestment Event”: any Asset
Sale or Recovery Event in respect of which a Loan Party has delivered a Reinvestment Notice.


 


“Reinvestment Notice”: a written
notice signed on behalf of any Loan Party by a Responsible Officer stating that such Loan Party (directly or indirectly through a Subsidiary)
intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire property
or make investments used or useful in the Business.


 






    	 	-47-	 



     


    

 


“Reinvestment Prepayment Amount”:
with respect to any Reinvestment Event, the Reinvestment Deferred Amount (or the relevant portion thereof, as contemplated by clause
(ii) of the definition of “Reinvestment Prepayment Date”) relating thereto less any amount contractually committed
by the applicable Loan Party (directly or indirectly through a Subsidiary) prior to the relevant Reinvestment Prepayment Date to be expended
prior to the relevant Trigger Date (a “Committed Reinvestment Amount”), or actually expended prior to such date, in
each case to acquire assets or make investments useful in the Business.


 


“Reinvestment Prepayment Date”:
with respect to any Reinvestment Event, the earlier of (i) the date occurring 12 months after such Reinvestment Event and (ii) with
respect to any portion of a Reinvestment Deferred Amount, the date that is five Business Days following the date on which any Loan Party
or any Restricted Subsidiary thereof shall have determined not to acquire assets or make investments useful in the Business with such
portion of such Reinvestment Deferred Amount.


 


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


 


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


 


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


 


“Relevant Governmental Body”:
(i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the NYFRB,
the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the
NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling,
the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (iii) with
respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed
or convened by the European Central Bank or, in each case, any successor thereto, and (iv) with respect to a Benchmark Replacement
in respect of Loans denominated in any other currency, (a) the central bank for the currency in which such Benchmark Replacement
is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement
or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened
by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other
supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark
Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.


 






    	 	-48-	 



     


    

 


“Relevant Rate”: (i) with
respect to any Term Benchmark Loan denominated in Dollars, the Adjusted Term SOFR Rate, (ii) with respect to any Term Benchmark
Loan denominated in Euros, the Adjusted EURIBOR Rate, (iii) with respect to any Term Benchmark Loan denominated in Canadian Dollars,
the Adjusted CDOR Rate, (iv) with respect to any Term Benchmark Loan denominated in Australian Dollars, the Adjusted BBSY Rate or
(v) with respect to any Loan denominated in Sterling or Dollars, the applicable Adjusted Daily Simple RFR, as applicable.


 


“Relevant
Screen Rate” (i) with respect to any Term Benchmark Loan denominated in Dollars, the Term SOFR Reference Rate, (ii) with
respect to any Term Benchmark Loan denominated in Euros, the EURIBOR Screen Rate, (iii) with respect to any Term Benchmark Loan
denominated in Canadian Dollars, the CDOR Screen Rate and (iv) with respect to any Term Benchmark Loan denominated in Australian
Dollars, the BBSY Screen Rate, as applicable.


 


“Replaced Lender”: as defined
in Section 2.24.


 


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


 


“Representatives”: as defined
in Section 10.14.


 


“Repricing Transaction”: other
than in connection with a transaction involving a Change of Control or Enterprise Transformative Event, any prepayment or repayment of
the applicable Initial Term Loans, in whole or in part, using proceeds of Indebtedness incurred by the Borrower or one or more Subsidiaries
from a substantially concurrent issuance or incurrence of or conversion of any portion of syndicated term loans provided by one or more
banks, financial institutions or other Persons for which the Yield payable thereon (disregarding any performance or ratings based pricing
grid that could result in a lower interest rate based on future performance to the extent such pricing grid is not applicable during
the period specified in 2.11(b)) is lower than the Yield with respect to such Initial Term Loans on the date of such prepayment or any
amendment, amendment and restatement or any other modification of this Agreement that reduces the Yield with respect to any applicable
Initial Term Loans; provided that a Repricing Transaction shall not include any event describe in the foregoing definition that
is not consummated for the primary purpose of lowering the Yield applicable to the Initial Term Loans.


 


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


 


“Required Prepayment Lenders”:
the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans; provided, however, that determinations
of the “Required Prepayment Lenders” shall exclude any Term Loans held by Defaulting Lenders.


 


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


 






    	 	-49-	 



     


    




 


“Requirement of Law”: as to
any Person, the certificate or articles of incorporation, bylaws, operating agreement or other organizational or governing documents
of such Person, and any law, treaty, rule, regulation, ordinance, code, administrative precedent or authority, or determination of (including
the interpretation or administration of the preceding by) an arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.


 


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


 


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


 


“Restricted Payments”: as defined
in Section 7.6.


 


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


 


“Revaluation Date”: (a) with
respect to any Loan denominated in any Alternative Currency, each of the following: (i) the date of the borrowing of such Loan and
(ii) (A) with respect to any Term Benchmark Loan, each date of a conversion into or continuation of such Loan pursuant
to the terms of this Agreement and (B) with respect to any RFR Loan, each date that is on the numerically corresponding day in each
calendar month that is one month after the borrowing of such Loan (or, if there is no such numerically corresponding day in such month,
then the last day of such month); (b) with respect to any Letter of Credit denominated in an Alternative Currency, each of
the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and
(iii) the date of any amendment of such Letter of Credit that has the effect of increasing the face amount thereof; and (c) any additional
date as the Administrative Agent may determine at any time when an Event of Default exists and is continuing.


 


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


 


“Revolving Commitments”: as
to any Revolving Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Letters of Credit in an aggregate
principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s
name on Schedule 2.1, or, or, as the case may be, in the Assignment and Assumption or Incremental Amendment pursuant to which such Lender
became a party hereto, as the same may be changed from time to time pursuant to an Extension Amendment, an Incremental Amendment or otherwise
pursuant to the terms hereof. The aggregate amount of the Revolving Commitments, as of the Closing Date is $750,000,000.


 






    	 	-50-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“Revolving Termination Date”:
April 14, 2027.


 


“RFR”: for any RFR Loan denominated
in (a) Sterling, SONIA and (b) Dollars, Daily Simple SOFR.


 


“RFR Business Day”: for any
Loan denominated in (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks
are closed for general business in London and (b) Dollars, a U.S. Government Securities Business Day.


 


“RFR Interest Day”: as defined
in the definition of “Daily Simple RFR”.


 


“RFR Loan”: a Loan that bears
interest at a rate based on the Adjusted Daily Simple RFR.


 


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


 


“Sanction(s)”: any trade or
economic sanction or restrictive measures enacted, administered, imposed or enforced by (a) the U.S. government, including those
administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European
Union member state, Her Majesty’s Treasury of the United Kingdom.


 


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


 


“Section 2.26 Additional Amendment”:
as defined in Section 2.26(c).


 


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


 


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


 






    	 	-51-	 



     


    

 


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


 


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


 


“Single Employer Plan”: any
Plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302
of ERISA and in respect of which Holdings or any of its Restricted Subsidiaries is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be at the relevant time) an “employer” as defined in Section 3(5) of ERISA.


 


“Social Gaming Business”: for
so long as SG Social Holding Company II, LLC and its direct and indirect Subsidiaries are designated as “Unrestricted Subsidiaries”
hereunder (including any other Unrestricted Subsidiary who may acquire the assets of such Subsidiaries), the business conducted by SG
Social Holding Company II, LLC and its direct and indirect Subsidiaries as of the Closing Date, as well as the assets and liabilities
of such Subsidiaries.


 


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


 


“SOFR Administrator”: the NYFRB
(or a successor administrator of the secured overnight financing rate).


 


“SOFR
Administrator’s Website”: the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source
for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“SOFR
Rate Day”: as defined in the definition of “Daily Simple SOFR”.


 


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


 


“SONIA”:
with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the
SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.


 


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


 


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


 


“Specified Existing Tranche”:
as defined in Section 2.26(a).


 






    	 	-52-	 



     


    

 


“Specified Hedge Agreement”:
any Hedge Agreement (a) entered into by (i) Holdings, the Borrower or any Subsidiary Guarantor and (ii) Hedge Bank and
(b) that has been designated by the Borrower as a Specified Hedge Agreement by notice to the Administrative Agent (i) in substantially
the form of Annex III to the Guarantee and Collateral Agreement or (ii) otherwise in form and substance reasonably acceptable to
the Administrative Agent pursuant to which the relevant Hedge Bank (x) appoints the Administrative Agent as its agent under the
applicable Specified Hedge Agreement and (y) agrees to be bound by the provisions of Sections 9.3, 9.7, 10.11 and 10.12 hereof (it
being understood that one notice with respect to a specified ISDA Master Agreement may designate all transactions thereunder as being
 “Specified Hedge Agreements”, without the need for separate notices for each individual transaction thereunder); provided
that Specified Hedge Agreement shall exclude any Excluded Swap Obligations. The designation of any Hedge Agreement as a Specified
Hedge Agreement shall not create in favor of any Hedge Bank (or its successors or permitted assigns) any rights in connection with the
management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement. For the
avoidance of doubt, all Hedge Agreements in existence on the Closing Date between Holdings, the Borrower or any Subsidiary Guarantor,
on the one hand, and any Hedge Bank, on the other hand, as listed on Schedule 1.1A, shall constitute Specified Hedge Agreements.


 


“Sports Betting Business”:
Holdings’ and its direct and indirect Subsidiaries’ sports betting business.


 


“Sports Betting Business Disposition”:
the Disposition of the Sport Betting Business pursuant to the Equity Purchase Agreement, dated as of September 27, 2021, by and
among Scientific Games Corporation, Endeavor Operating Company, LLC and Endeavor Group Holdings, Inc.


 


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


 


“Statutory Reserve Rate”: a
fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the Adjusted EURIBOR Rate, Adjusted
CDOR Rate or Adjusted BBSY Rate, as applicable, for eurocurrency funding (currently referred to as “Eurocurrency liabilities”
in Regulation D) or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed
in respect of the maintenance of the Commitments or the funding of the Loans. Such reserve percentage shall include those imposed pursuant
to Regulation D. Term Benchmark Loans (other than Adjusted Term SOFR Rate Loans) shall be deemed to constitute eurocurrency funding and
to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from
time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically
on and as of the effective date of any change in any reserve percentage.


 


“Sterling”: the freely transferable
lawful money of the United Kingdom.


 


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


 






    	 	-53-	 



     


    

 


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


 


“Supplemental Revolving Commitment Increase”:
as defined in Section 2.25(a).


 


“Supplemental Term Loan Commitment”:
as defined in Section 2.25(a).


 


“Supported QFC”: as defined
in Section 10.23.


 


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


 


“Swingline Exposure”: at any
time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Lender at
any time shall equal its Revolving Percentage of the aggregate Swingline Exposure at such time.


 


“Swingline Lender”: JPMorgan
Chase Bank, N.A.


 


“Swingline Loan”: any Loan
made by the Swingline Lender pursuant to Section 2.6.


 


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


 


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


 


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


 


“Term B Commitment”: as to
any Term B Lender, the obligation of such Term B Lender to make an Initial Term B Loan to the Borrower in the principal amount set forth
under the heading “Term B Commitment” opposite such Term B Lender’s name on Schedule 2.1 to this Agreement. The aggregate
principal amount of the Term B Commitments as of the Closing Date is $2,200,000,000.


 


“Term Benchmark”: when used
in reference to any Loan or borrowing, refers to whether such Loan, or the Loans comprising such borrowing, are bearing interest at a
rate determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted CDOR Rate and the Adjusted BBSY
Rate.


 


“Term B Facility”: as defined
in the definition of “Facility.”


 






    	 	-54-	 



     


    

 


“Term B Lenders”: each Lender
that holds a Term B Loan or a Term B Commitment.


 


“Term B Loans”: the Initial
Term B Loans.


 


“Term Commitment”: the Term
B Commitment.


 


“Term Facility”: the Term B
Facility.


 


“Term Lenders”: the Term B
Lenders.


 


“Term Loans”: the Term B Loans,
and New Term Loans, Extended Term Loans and/or Refinancing Term Loans in respect of the foregoing, as the context may require.


 


“Term Maturity Date”: April 14,
2029.


 


“Term Prepayment Amount”: as
defined in Section 2.12(e).


 


“Term SOFR Determination Day”:
as defined in the definition of “Term SOFR Reference Rate.”


 


“Term SOFR Rate”: with respect
to any Term Benchmark Loan denominated in Dollars and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference
Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable
to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.


 


“Term SOFR Reference Rate”:
for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Loan denominated
in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent
as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term
SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement
Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will
be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such
Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than
five (5) Business Days prior to such Term SOFR Determination Day.


 


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


 


“Tranche”: (a) with respect
to Term Loans or commitments, refers to whether such Term Loans or commitments are (1) Initial Term B Loans, (2) New Term Loans
with the same terms and conditions made on the same day, (3) Extended Term Loans (of the same Extension Series) or (4) Refinancing
Term Loans with the same terms and conditions made on the same day and (b) with respect to Revolving Loans or commitments, refers
to whether such Revolving Loans are (1) Revolving Commitments or Revolving Loans, (2) Extended Revolving Commitments (of the
same Extension Series) or (3) Refinancing Revolving Commitments with the same terms and conditions made on the same day or Revolving
Loans in respect thereof.


 


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


 






    	 	-55-	 



     


    

 


“Transactions”: the following
transactions:


 


(a)            the
Borrower obtaining the Facilities;


 


(b)            the
occurrence of the Refinancing; and


 


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


 


“Trigger Date”: as defined
in Section 2.12(b).


 


“Type”: as to any Loan, its
nature as an ABR Loan, Term Benchmark Loan or RFR Loan.


 


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


 


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


 


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


 


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


 


“United States”: the United
States of America.


 


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


 






    	 	-56-	 



     


    

 


“Unrestricted Subsidiary”:
(i) any Subsidiary of Holdings designated as such and listed on Schedule 4.14 on the Closing Date, (ii) any Subsidiary of Holdings
(other than the Borrower) that is designated by a resolution of the Board of Directors of Holdings as an Unrestricted Subsidiary, but
only to the extent that, in the case of each of the foregoing clauses (i) and (ii), such Subsidiary: (a) has no Indebtedness
other than Non-Recourse Debt (other than such Indebtedness to the extent any related obligations of Holdings or its Restricted Subsidiaries
would otherwise be permitted under Section 7.7); (b) is not party to any agreement, contract, arrangement or understanding
with Holdings or any Restricted Subsidiary unless (x) the terms of any such agreement, contract, arrangement or understanding, taken
as a whole, are no less favorable to Holdings or such Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the Borrower or (y) Holdings or any Restricted Subsidiary would be permitted to enter into such agreement,
contract, arrangement or understanding with an Unrestricted Subsidiary pursuant to Section 7.9; (c) is a Person with respect
to which neither Holdings nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional
Capital Stock or warrants, options or other rights to acquire Capital Stock or (y) to maintain or preserve such Person’s financial
condition or to cause such Person to achieve any specified levels of operating results, unless, in each case, Holdings or any Restricted
Subsidiary would be permitted to incur any such obligation with respect to an Unrestricted Subsidiary pursuant to Section 7.7; and
(d) does not guarantee or otherwise provide credit support after the time of such designation for any Indebtedness of Holdings or
any of its Restricted Subsidiaries unless it also guarantees or provides credit support in respect of the Obligations, in the case of
clauses (a), (b) and (c), except to the extent not otherwise prohibited by Section 7.7, and (iii) any Subsidiary that
is subsequently formed or acquired by an Unrestricted Subsidiary that has been previously designated as such pursuant to clause (ii) above.
If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes hereof. Subject to the foregoing, Holdings may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary or any Restricted Subsidiary to be an Unrestricted Subsidiary; provided that (i) such
designation shall only be permitted if no Event of Default would be in existence following such designation and after giving effect to
such designation Holdings shall be in pro forma compliance with the financial covenant (whether or not then subject to testing)
set forth in Section 7.1 as of the end of the most recently ended Test Period for which financial statements have been delivered
pursuant to Section 6.1, (ii) any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be
an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and (iii) any
designation of a Restricted Subsidiary as an Unrestricted Subsidiary under clause (i) or (ii) above shall be deemed to be an
Investment in an Unrestricted Subsidiary and shall reduce amounts available for Investments in Unrestricted Subsidiaries permitted by
Section 7.7 in an amount equal to the Fair Market Value of the Subsidiary so designated; provided that the Borrower may subsequently
redesignate any such Unrestricted Subsidiary as a Restricted Subsidiary so long as the Borrower does not subsequently re-designate such
Restricted Subsidiary as an Unrestricted Subsidiary for a period of the succeeding four fiscal quarters.


 


“US
Lender”: as defined in Section 2.20(e).


 


“US Tax Compliance Certificate”:
as defined in Section 2.20(e)(i)(C).


 


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


 


“U.S. Government Securities Business
Day”: any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial
Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading
in United States government securities.


 


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


 


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


 






    	 	-57-	 



     


    

 


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


 


“Yield”: on any date on which
 “Yield” is required to be calculated hereunder will be the internal rate of return on any Tranche of Initial Term Loans or
any new syndicated loans, as applicable, determined by the Administrative Agent in consultation with the Borrower and consistent with
generally accepted financial practices utilizing (a) the greater of (i) if applicable, any “Term Benchmark floor”
applicable to such Tranche of Initial Term Loans or any new syndicated loans, as applicable, on such date and (ii) the price of
a Term Benchmark swap-equivalent maturing on the earlier of (x) the date that is four years following such date and (y) the
final maturity date of such Tranche of Initial Term Loans or any new syndicated loans, as applicable; (b) the Applicable Margin
for such Tranche of Initial Term Loans or the applicable interest rate margin for any new syndicated loans, as applicable, on such date;
and (c) the issue price of such Tranche of Initial Term Loans or any new syndicated loans, as applicable (after giving effect to
any original issue discount or upfront fees paid to the market (but excluding commitment, arrangement, structuring, ticking, underwriting,
amendment or other fees in respect of such Tranche of Initial Term Loans or any new syndicated loans, as applicable, that are not generally
shared with the relevant Lenders) in respect of such Tranche of Initial Term Loans or any new syndicated loans, as applicable, calculated
based on an assumed four year average life to maturity).


 


1.2            Other
Definitional Provisions.


 


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


 


(b)            As
used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting
terms relating to Holdings and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1,
to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation,” and (iii) references
to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual
Obligations as amended, supplemented, restated or otherwise modified from time to time.


 


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


 


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


 


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


 






    	 	-58-	 



     


    

 


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


 


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


 


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


 


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


 


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


 






    	 	-59-	 



     


    

 


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


 


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


 


(a)            for
purposes of making the computation referred to above, in the event that Holdings or any of its Restricted Subsidiaries incurs, assumes,
guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other
than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being
calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a
 “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption,
guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified
Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable
Test Period; provided that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured
Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated
Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First
Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated
Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant
action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with
such event; and


 


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


 






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


 


1.4            Exchange
Rates; Currency Equivalents.


 


(a)            The
Administrative Agent or the Issuing Lender, as applicable, shall determine the Dollar Equivalent amounts of Term Benchmark Loans or Letter
of Credit extensions denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date
and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements
delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable
amount of any Agreed Currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined
by the Administrative Agent or the Issuing Lender, as applicable.


 


(b)            Wherever
in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or an RFR Loan or the
issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the Dollar Equivalent of
such 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 Issuing Lender, as the case may be.


 


(c)            If
any basket is exceeded solely as a result of fluctuations in applicable currency exchange rates after the last time such basket was utilized,
such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates. For purposes
of determining the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total
Leverage Ratio and the Fixed Charge Coverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars
for the purposes of (A) testing the financial covenant under Section 7.1, based on the Dollar Equivalent as of the last day
of the fiscal quarter for which such measurement is being made, and (B) calculating any Consolidated Net Total Leverage Ratio, the
Consolidated Net Secured Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Fixed Charge Coverage Ratio (other than
for the purposes of determining compliance with Section 7.1), based on the Dollar Equivalent as of the date of calculation, and
will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Hedge Agreements
permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the
Dollar Equivalent of such Indebtedness.


 






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(d)            Notwithstanding
anything to the contrary in this Agreement, (i) any representation or warranty that would be untrue or inaccurate, (ii) any
undertaking that would be breached or (iii) any event that would constitute a Default or an Event of Default, in each case, solely
as a result of fluctuations in applicable currency exchange rates, shall not be deemed to be untrue, inaccurate, breached or so constituted,
as applicable, solely as a result of such fluctuations in currency exchange rates.


 


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


 


1.6            Covenants.
For purposes of determining compliance with Section 7, in the event that an item or event meets the criteria of more than one of
the categories described in a particular covenant contained in Section 7, the Borrower may, in its sole discretion, classify and
reclassify or later divide, classify or reclassify such item or event (or any portion thereof) and may include the amount and type of
such item or event in one or more of the relevant clauses or subclauses, in each case, within such covenant. Furthermore, (A) for
purposes of Section 7.2, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based
on the Dollar Equivalent, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving
Indebtedness), on the date that such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect of revolving
Indebtedness); provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other
than Dollars (or in a different currency from the Indebtedness being refinanced), and such refinancing would cause the applicable Dollar-denominated
restriction to be exceeded if calculated based on the Dollar Equivalent on the date of such refinancing, such Dollar-denominated restriction
shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the
outstanding or committed principal amount, as applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount of
fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing and (B) for purposes
of Sections 7.3, 7.5, 7.6 and 7.7, the amount of any Liens, Dispositions, Restricted Payments and Investments, as applicable, denominated
in any currency other than Dollars shall be calculated based on the Dollar Equivalent.


 


1.7            Interest
Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars or an Alternative Currency may be derived from
an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence
of a Benchmark Transition Event, Section 2.17(b) provides a mechanism for determining an alternative rate of interest. The
Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration,
submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or
successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any
such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the
existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance
or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the
calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement)
and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information
sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates
referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower,
any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential
damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation
of any such rate (or component thereof) provided by any such information source or service.


 






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1.8            Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired
on the first date of its existence by the holders of its equity interests at such time.


 


SECTION 2.            AMOUNT
AND TERMS OF COMMITMENTS


 


2.1            Term
Commitments.


 


(a)            Subject
to the terms and conditions hereof, each Term B Lender severally agrees to make a term loan (an “Initial Term B Loan”)
in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Term B Commitment of such Lender.
The aggregate outstanding principal amount of the Term B Loans for all purposes of this Agreement and the other Loan Documents shall
be the stated principal amount thereof outstanding from time to time. The Term B Loans may from time to time be Term Benchmark Loans
or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.


 


2.2            Procedure
for Initial Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable written notice (which notice must be
received by the Administrative Agent at least one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders
make the Initial Term Loans on the Closing Date and specifying the amount to be borrowed and the requested Interest Period, if applicable.
Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York
City time, on the Closing Date, each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in
immediately available funds equal to the Initial Term Loan or Initial Term Loans to be made by such Lender. The Administrative Agent
shall credit the account designated in writing by the Borrower to the Administrative Agent with the aggregate of the amounts made available
to the Administrative Agent by the Term Lenders in immediately available funds.


 


2.3            Repayment
of Term Loans. The Initial Term Loan of each Term Lender shall be payable in equal consecutive quarterly installments on the last
Business Day of each March, June, September and December, commencing on, in the case of the Initial Term B Loans, September 30,
2022, in an amount equal to one quarter of one percent (0.25%) of the stated principal amount of the applicable Initial Term B Loans
funded on the Closing Date (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments
in accordance with the order of priority set forth in Section 2.18(b), or be increased as a result of any increase in the amount
of Initial Term Loans pursuant to Supplemental Term Loan Commitments (such increased amortization payments to be calculated in the same
manner (and on the same basis) as set forth above for the Initial Term Loans made as of the Closing Date)), with the remaining balance
thereof payable on the Term Maturity Date.


 






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2.4            Revolving
Commitments.


 


(a)            Subject
to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars or in any other
Agreed Currency (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an
aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the L/C Obligations
then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, the
Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof. The Revolving Loans may from time to time be (i) in the case of Revolving Loans denominated
in Dollars, Term Benchmark Loans or ABR Loans and (ii) in the case of Revolving Loans denominated in an Alternative Currency, Term
Benchmark Loans or RFR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5
and 2.13.


 


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


 


2.5            Procedure
for Revolving Loan Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any
Business Day; provided that the Borrower shall give the Administrative Agent irrevocable written notice (which notice must be
received by the Administrative Agent (i) in the case of Term Benchmark Loans denominated in Dollars, prior to 12:00 Noon, New York
City time, three Business Days prior to the requested Borrowing Date, (ii) in the case of Term Benchmark Loans denominated in an
Alternative Currency (other than Australian Dollars), prior to 12:00 Noon, New York City time, three Business Days prior to the requested
Borrowing Date, (iii) in the case of Term Benchmark Loans denominated in Australian Dollars, prior to 12:00 Noon, New York City
time, four Business Days prior to the requested Borrowing Date, (iv) in the case of an RFR Loan denominated in Sterling, prior to
11:00 a.m., New York City time, five RFR Business Days prior to the requested Borrowing Date or (v) in the case of ABR Loans, prior
to 12:00 Noon, New York City time, on the proposed Borrowing Date), specifying (w) the amount and Type of Revolving Loans to be
borrowed (which, in the case of any Revolving Loans denominated in an Alternative Currency, shall be Term Benchmark Loans or RFR Loans),
(x) the requested Borrowing Date, (y) the currency in which such Revolving Loan is to be borrowed and (z) in the case
of Term Benchmark Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor.
Each borrowing by the Borrower under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000
or a whole multiple of $100,000 in excess thereof (or, if the then aggregate applicable Available Revolving Commitments are less than
$1,000,000, such lesser amount) and (y) in the case of Term Benchmark Loans or RFR Loans, the Borrowing Minimum or a whole multiple
of the Borrowing Multiple in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly
notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each borrowing available
to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon (or, in the case of ABR Loans being
made pursuant to a notice delivered on the proposed Borrowing Date, 3:00 P.M.), New York City time, on the Borrowing Date requested by
the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by
the Administrative Agent crediting the account designated in writing by the Borrower to the Administrative Agent with the aggregate of
the amounts made available to the Administrative Agent by such Revolving Lenders and in like funds as received by the Administrative
Agent. If no election as to the Type of a Revolving Loan is specified, other than with respect to Revolving Loans denominated in an Alternative
Currency, then the requested Loan shall be an ABR Loan. If no Interest Period is specified with respect to any requested Term Benchmark
Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with
respect to any requested Revolving Loan, the Borrower shall be deemed to have selected Dollars.


 






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2.6            Swingline
Loans.


 


(a)            Subject
to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in
this Section 2.6, may, but shall have no obligation to, make Swingline Loans to the Borrower from time to time in Dollars during
the Revolving Commitment Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate
principal amount of outstanding Swingline Loans exceeding $50,000,000 or (ii) the aggregate Revolving Extensions of Credit exceeding
the Revolving Commitment then in effect; provided that the Swingline Lender shall not be required to make a Swingline Loan (i) to
refinance an outstanding Swingline Loan or (ii) if it shall determine (which determination shall be conclusive and binding absent
manifest error) that it has, or by making such Swingline Loan may have, Fronting Exposure. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Swingline Loans. Each Swingline Loan shall be
an ABR Loan.


 


(b)            To
request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (promptly
confirmed by telecopy), not later than 12:00 Noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall
be irrevocable and specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan, and proper
wire instructions for the same. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan notice, the Swingline
Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline
Loan notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.
Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request
of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Loan (A) directing the Swingline Lender not
to make such Swingline Loan as a result of the limitations set forth in Section 2.6(a), or (B) that one or more of the applicable
conditions specified in Section 5.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender
shall make each Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline
Lender in immediately available funds by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. Swingline Loans
shall be made in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof.


 


(c)            The
Borrower shall have the right at any time and from time to time to repay, without premium or penalty, any Swingline Loan as set forth
in Section 2.11.


 






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(d)            The
Swingline Lender may by written notice given to the Administrative Agent require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans
in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof
to each Revolving Lender, specifying in such notice such Lender’s Revolving Percentage of such Swingline Loan or Loans. Each Revolving
Lender hereby absolutely and unconditionally agrees, upon receipt of notice (and in any event, if such notice is received by 12:00 Noon,
New York City time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00
Noon, New York City time, on a Business Day no later than 10:00 a.m. New York City time on the immediately succeeding Business Day),
to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Revolving Percentage of such Swingline
Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant
to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever (provided that such payment shall not cause such Lender’s Revolving
Extensions of Credit to exceed such Lender’s Revolving Commitment). Each Revolving Lender shall comply with its obligation under
this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 3.4 with respect to Loans
made by such Lender (and Section 3.4 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The
Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter
payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received
by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by
the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any
such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that
shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.


 


(e)            If
the Revolving Termination Date shall have occurred at a time when Extended Revolving Commitments under the Revolving Facility are in
effect, then on the Revolving Termination Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall
be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Revolving Termination Date); provided
that, if on the occurrence of the Revolving Termination Date (after giving effect to any repayments of Revolving Loans and any reallocation
as contemplated in Section 3.4(d)), (i) there shall exist sufficient unutilized Extended Revolving Commitments under the Revolving
Facility and (ii) the conditions set forth in Sections 5.2(a) and 5.2(b) shall be satisfied at such time so that
the respective outstanding Swingline Loans could be incurred pursuant to such Extended Revolving Commitments which will remain in effect
after the occurrence of the Revolving Termination Date, then there shall be an automatic adjustment on such date of the participations
in such Swingline Loans and the same shall be deemed to have been incurred solely pursuant to such Extended Revolving Commitments and
such Swingline Loans shall not be so required to be repaid in full on the Revolving Termination Date.


 


(f)            Notwithstanding
anything to the contrary contained in this Agreement, in the event a Revolving Lender becomes a Defaulting Lender, then such Defaulting
Lender’s Revolving Percentage in all outstanding Swingline Loans will automatically be reallocated among the Revolving Lenders
that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting Lender’s Revolving Percentage (calculated without
regard to the Revolving Commitment of the Defaulting Lender), but only to the extent that such reallocation does not cause the Revolving
Extensions of Credit of any Non-Defaulting Lender to exceed the Revolving Commitment of such Non-Defaulting Lender. If such reallocation
cannot, or can only partially, be effected, the Borrower shall, within five Business Days after written notice from the Administrative
Agent, pay to the Administrative Agent an amount of cash equal to such Defaulting Lender’s Revolving Percentage (calculated as
in effect immediately prior to it becoming a Defaulting Lender) of the outstanding Swingline Loans (after giving effect to any partial
reallocation pursuant to the first sentence of this Section 2.6(f)) to be applied to the repayment of such Swingline Loans. So long
as there is a Defaulting Lender, the Swingline Lender shall not be required to lend any Swingline Loans if the sum of, without duplication,
the Non-Defaulting Lenders’ Revolving Percentages of the outstanding Revolving Loans and L/C Obligations and their participations
in Swingline Loans after giving effect to any such requested Swingline Loans would exceed the aggregate Revolving Commitments of the
Non-Defaulting Lenders (such excess, “Fronting Exposure”).


 






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2.7            Defaulting
Lenders.


 


(a)            Defaulting
Lender Cure. If the Borrower, the Administrative Agent, each Issuing Lender and the Swingline Lender agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral),
that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other
actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters
of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable Facility (without
giving effect to Section 3.4(d)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting
Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that
Lender’s having been a Defaulting Lender.


 


(b)            Defaulting
Lender Waterfall. Any payment of principal, interest or other amounts (other than the payment of (i) commitment fees under Section 2.9,
(ii) default interest under Section 2.15(c) and (iii) Letter of Credit fees under Section 3.3, which in each
case shall be applied pursuant to the provisions of those Sections) received by the Administrative Agent for the account of any Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise) shall be applied by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent pursuant to
Section 9.7; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender (without duplication
of the application of any cash collateral provided by the Borrower pursuant to Section 3.4(d)) to any Issuing Lender or Swingline
Lender hereunder; third, to be held as security for any L/C Shortfall (without duplication of any cash collateral provided by
the Borrower pursuant to Section 3.4(d)) in a cash collateral account to be established by, and under the sole dominion and control
of, the Administrative Agent; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in
respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, if so determined
by the Administrative Agent and the Borrower, to be held in a deposit account and released in order to satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement; sixth, to the payment of any amounts owing to
the Lenders, the Issuing Lenders or the Swingline Lender as a result of any final non-appealable judgment of a court of competent jurisdiction
obtained by any Lender, the Issuing Lenders or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to
the Borrower as a result of any final non-appealable judgment of a court of competent jurisdiction obtained by the Borrower against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to
such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is
a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its
appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth
in Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to,
all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such
Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro
rata in accordance with the Commitments under the applicable Facility without giving effect to Section 3.4(d). Any payments, prepayments
or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to be
held as security in a cash collateral account pursuant to this Section 2.7(b) shall be deemed paid to and redirected by such
Defaulting Lender and shall satisfy the Borrower’s payment obligation in respect thereof in full, and each Lender irrevocably consents
hereto.


 






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2.8            Repayment
of Loans.


 


(a)            The
Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Lender, Term
Lender or Swingline Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Loan of such Revolving Lender
made to the Borrower outstanding on the Revolving Termination Date (or on such earlier date on which the Loans become due and payable
pursuant to Section 8.1), (ii) the principal amount of each outstanding Term Loan of such Term Lender made to the Borrower
in installments according to the applicable amortization schedule set forth in Section 2.3 (or on such earlier date on which the
Loans become due and payable pursuant to Section 8.1) and (iii) the then unpaid principal amount of each Swingline Loan on
the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month
and is at least three Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed,
the Borrower shall repay all Swingline Loans that were outstanding on the date such borrowing was requested. The Borrower hereby further
agrees to pay interest on the unpaid principal amount of the Loans and Swingline Loans made to the Borrower from time to time outstanding
from the date made until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.15.


 


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


 


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


 


(d)            The
entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.8(c) shall, to the extent permitted
by applicable law, be presumptively correct absent demonstrable error of the existence and amounts of the obligations of the Borrower
therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain the Register
or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest)
the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.


 


2.9            Commitment
Fees, etc.


 


(a)            The
Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, in Dollars, for the period
from and including the Closing Date to the last day of the Revolving Commitment Period (or, if earlier, the termination of all Revolving
Commitments), computed at the Applicable Commitment Fee Rate on the actual daily amount of the Available Revolving Commitment (provided
that, for purposes of this calculation, Swingline Exposure shall not constitute a Revolving Extension of Credit) of such Lender during
the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (A) any commitment
fee accrued with respect to any of the Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became
a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender
except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (B) no
commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.


 






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


 


2.10            Termination
or Reduction of Commitments.


 


(a)            The
Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Revolving
Commitments of any Tranche or, from time to time, to reduce the amount of the Revolving Commitments of any Tranche; provided that
no such termination or reduction of Revolving Commitments of any Tranche shall be permitted if, after giving effect thereto and to any
prepayments of the Revolving Loans made on the effective date thereof, the total Revolving Extensions of Credit of such Tranche would
exceed the total Revolving Commitments of such Tranche. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole
multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Commitments of the applicable Tranche then in effect.
Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination under this Section 2.10
if the notice of such termination stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the
receipt of a replacement of all, or a portion, of the Revolving Commitments outstanding at such time, in which case such notice may be
revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied.


 


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


 


2.11            Optional
Prepayments.


 


(a)            The
Borrower may at any time and from time to time prepay any Tranche of Revolving Loans, the Swingline Loans or any Tranche of Term Loans,
in whole or in part, without premium or penalty except as specifically provided in Section 2.11(b), upon irrevocable written notice
delivered to the Administrative Agent no later than (i) 12:00 Noon, New York City time, three Business Days prior thereto, in the
case of Term Benchmark Loans denominated in Dollars, (ii) 12:00 Noon, New York City time, three Business Days prior thereto, in
the case of Term Benchmark Loans denominated in an Alternative Currency, (iii) 11:00 a.m., New York City time, five RFR Business
Days prior thereto in the case RFR Loans denominated in Sterling, and (iv) 12:00 Noon, New York City time, on the date of prepayment,
in the case of ABR Loans and Swingline Loans, which notice shall specify (x) the date and amount of prepayment, (y) whether
the prepayment is of a Tranche of Revolving Loans or Swingline Loans or a Tranche of Term Loans and (z) whether the prepayment is
of Term Benchmark Loans, RFR Loans or ABR Loans; provided that if a Term Benchmark Loan is prepaid on any day other than the last
day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. Upon receipt
of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified therein (provided that any such notice may state that
such notice is conditioned upon the occurrence or non-occurrence of any transaction or the receipt of proceeds to be used for such payment,
in each case specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by
the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied),
together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial
prepayments of Term Loans and of Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple
of $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) the Borrowing Minimum or a whole multiple of the
Borrowing Multiple in excess thereof (in the case of prepayments of Term Benchmark Loans or RFR Loans), and in each case shall be subject
to the provisions of Section 2.18.


 






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(b)            Any
prepayment made pursuant to this Section 2.11 or Section 2.12(a) of the Initial Term B Loans as a result of a Repricing
Transaction shall be accompanied by a prepayment fee, which shall initially be 1% of the aggregate principal amount prepaid and shall
decline to 0% on and after the six-month anniversary of the Closing Date.


 


(c)            In
connection with any optional prepayments by the Borrower of the Term Loans pursuant to this Section 2.11, such prepayments shall
be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are
ABR Loans or Term Benchmark Loans.


 


2.12            Mandatory
Prepayments.


 


(a)            Unless
the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness permitted to be incurred in accordance
with Section 7.2, other than Permitted Refinancing Obligations in respect of Term Loans or in accordance with Section 7.2(v)(A)(II))
shall be incurred by Holdings or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied
not later than one Business Day after the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth
in Section 2.12(d).


 


(b)            Unless
the Required Prepayment Lenders shall otherwise agree, and subject to the proviso below, if on any date Holdings or any Restricted Subsidiary
shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event, then, unless a Reinvestment Notice shall be
delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than 10 Business Days after
such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing,
(i) if a Reinvestment Notice has been delivered to the Administrative Agent, the Term Loans shall be prepaid as set forth in Section 2.12(d) by
an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event on the applicable Reinvestment
Prepayment Date, (ii) on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment
Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment
Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date and (iii) the proceeds of the
Sports Betting Business Disposition shall not be required to prepay the Term Loans.


 






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(c)            Unless
the Required Prepayment Lenders shall otherwise agree, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow, the Borrower
shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (A) the Excess Cash Flow Percentage of such Excess
Cash Flow minus (B) the aggregate amount of all prepayments of Revolving Loans during such Excess Cash Flow Period to the
extent accompanied by permanent optional reductions of the Revolving Commitments, and all optional prepayments of Term Loans during such
Excess Cash Flow Period (excluding any such optional prepayments during such Excess Cash Flow Period which the Borrower elected to apply
to the calculation pursuant to this paragraph (c) in a prior Excess Cash Flow Period) and, at the option of the Borrower, optional
prepayments of Term Loans after such Excess Cash Flow Period but prior to the time of the Excess Cash Flow Application Date, in each
case other than to the extent any such prepayment is funded with the proceeds of long-term Indebtedness or Cure Amounts and other than
Loans repurchased pursuant to Dutch Auctions or Open Market Purchases, toward the prepayment of Term Loans as set forth in Section 2.12(d).
Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after
the date on which the financial statements referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment
is made, are required to be delivered to the Lenders.


 


(d)            Amounts
to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans
in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the
Term Loans pursuant to this Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term
Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Term Benchmark Loans and with respect to prepayments
pursuant to Section 2.12(b) such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to the extent
the Borrower elects, or is required by the terms thereof), to purchase, redeem or repay any Pari Passu Debt, pursuant to the agreements
governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans; provided
that with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are
ABR Loans to the full extent thereof before application to Term Loans that are Term Benchmark Loans in a manner that minimizes the amount
of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.12
shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.


 


(e)            Notwithstanding
anything to the contrary in Section 2.12 or 2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or
(c) (such amount, the “Term Prepayment Amount”), the Borrower may, in its sole discretion, in lieu of applying
such amount to the prepayment of Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12
for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative
Agent prepare and provide to each Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extending Lender holding
Term Loans) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving
such notice from the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the
form of Exhibit H (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay,
on the date (each, a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option
Notice, the Term Loans of such Lender by an amount equal to the portion of the Term Prepayment Amount indicated in such Lender’s
Prepayment Option Notice as being applicable to such Lender’s Term Loans. Each Term Lender may reject all or a portion of its Term
Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City
time) five Business Days after such Term Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal
amount of the Term Prepayment Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Amount”);
provided that any Term Lender’s failure to so reject such Term Prepayment Amount shall be deemed an acceptance by such Term
Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Term Lender. On the Mandatory
Prepayment Date, the Borrower shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding
Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above.


 






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


 


(g)            Notwithstanding
any other provisions of this Section 2.12, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by
a Foreign Subsidiary (a “Foreign Asset Sale”) or the Net Cash Proceeds of any Recovery Event with respect to a Foreign
Subsidiary (a “Foreign Recovery Event”), in each case giving rise to a prepayment event pursuant to Section 2.12(b),
or Excess Cash Flow derived from a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.12(c), are or is prohibited,
restricted or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess
Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.12 but may
be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit or restricts
repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign
Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation
of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be
immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five
Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment
of the Term Loans in accordance with this Section 2.12 and (B) to the extent that and only for so long as the Borrower has
determined in good faith that repatriation of any or all of the Net Cash Proceeds of any Foreign Asset Sale or any Foreign Recovery Event
or any Excess Cash Flow derived from a Foreign Subsidiary would have a material adverse tax consequence (taking into account any foreign
tax credit or benefit, in the Borrower’s reasonable judgment, expected to be realized in connection with such repatriation) with
respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable
Foreign Subsidiary.


 


2.13            Conversion
and Continuation Options.


 


(a)            The
Borrower may elect from time to time to convert Term Benchmark Loans (other than Term Benchmark Loans denominated in an Alternative Currency)
made to the Borrower to ABR Loans by giving the Administrative Agent prior irrevocable written notice of such election no later than
12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date; provided that if any Term Benchmark
Loan is so converted on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts
owing pursuant to Section 2.21. The Borrower may elect from time to time to convert ABR Loans made to the Borrower to Term Benchmark
Loans by giving the Administrative Agent prior irrevocable written notice of such election no later than 12:00 Noon, New York City time,
on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period
therefor); provided that no ABR Loan under a particular Facility may be converted into a Term Benchmark Loan when any Event of
Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have
determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Lender thereof. This Section 2.13 shall not apply to Swingline Loans, which may not be converted or
continued.


 






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(b)            Any
Term Benchmark Loan may be continued as such by the Borrower giving irrevocable written notice to the Administrative Agent in accordance
with the applicable provisions of the term “Interest Period” set forth in Section 1.1 and no later than (i) 12:00
Noon, New York City time, on the third Business Day preceding the proposed continuation date in the case of Term Benchmark Loans denominated
in Dollars and (ii) 12:00 Noon, New York City time, on the third Business Day preceding the proposed continuation date in the case
of Term Benchmark Loans denominated in an Alternative Currency, in each case, of the length of the next Interest Period to be applicable
to such Loans; provided that if any Term Benchmark Loan is so continued on any day other than the last day of the Interest Period
applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided, further, that
no Term Benchmark Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing
and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion
not to permit such continuations; and provided, further, that (i) if the Borrower shall fail to give any required
notice as described above in this paragraph such Term Benchmark Loans shall be automatically continued as Term Benchmark Loans having
an Interest Period of one month’s duration on the last day of such then-expiring Interest Period and (ii) if such continuation
is not permitted pursuant to the preceding proviso, such Term Benchmark Loans shall be automatically converted to ABR Loans on the last
day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant
Lender thereof.


 


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


 


2.15            Interest
Rates and Payment Dates.


 


(a)            Each
Term Benchmark Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the
Adjusted Term SOFR Rate, Adjusted CDOR Rate, Adjusted EURIBOR Rate or Adjusted BBSY Rate, as applicable determined for such day plus
the Applicable Margin.


 


(b)            Each
ABR Loan and each Swingline Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.


 


(c)            Each
RFR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal
to the applicable Adjusted Daily Simple RFR plus the Applicable Margin.


 






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(d)            (i) If
all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to (x) in the case of the Loans,
the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.15 plus 2% or
(y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving Facility plus 2%, and
(ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any
such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under the Revolving Facility plus
2%), in each case, with respect to clauses (i) and (ii) above, from the date of such nonpayment until such amount is paid
in full (after as well as before judgment); provided that no amount shall be payable pursuant to this Section 2.15(d) to
a Defaulting Lender so long as such Lender shall be a Defaulting Lender; provided further that no amounts shall accrue pursuant
to this Section 2.15(d) on any overdue Loan, Reimbursement Obligation, commitment fee or other amount payable to a Defaulting
Lender so long as such Lender shall be a Defaulting Lender.


 


(e)            Interest
shall be payable by the Borrower in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph
(d) of this Section 2.15 shall be payable from time to time on demand.


 


2.16          Computation
of Interest and Fees.


 


(a)            Interest
and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that interest
on ABR Loans (except for ABR computations in respect of clauses (b) and (c) of the definition thereof), Term Benchmark Loans
computed by reference to the Adjusted CDOR Rate and Adjusted BBSY Rate and RFR Loans computed by reference to Daily Simple RFR, shall
be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall
as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Term Benchmark or RFR. Any change in the
interest rate on a Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such
change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective
date and the amount of each such change in interest rate.


 


(b)            Each
determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be presumptively correct
in the absence of demonstrable error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.15(a), Section 2.15(b) and
Section 2.15(c).


 


2.17          Inability
to Determine Interest Rate. (a)  Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.17, if:


 


(i)             the
Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of
any Interest Period for a borrowing of Term Benchmark Loans, that adequate and reasonable means do not exist for ascertaining the Adjusted
Term SOFR Rate, the Term SOFR Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate, the Adjusted CDOR Rate, the CDOR Screen Rate, the Adjusted
BBSY Rate or the BBSY Screen Rate (including because the Relevant Screen Rate is not available or published on a current basis), for
the applicable Agreed Currency and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for
ascertaining the applicable Adjusted Daily Simple RFR, Daily Simple RFR or RFR for the applicable Agreed Currency, or


 






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(ii)            the
Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a borrowing
of Term Benchmark Loans, the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted CDOR Rate or the Adjusted BBSY Rate for
the applicable Agreed Currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of
making or maintaining their Loans (or its Loan) included in such borrowing for the applicable Agreed Currency and such Interest Period
or (B) at any time, the applicable Adjusted Daily Simple RFR for the applicable Agreed Currency will not adequately and fairly reflect
the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such borrowing for the applicable
Agreed Currency;


 


then the Administrative Agent shall give notice thereof to the Borrower
and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative
Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant
Benchmark and (y) the Borrower delivers a new interest election request in accordance with the terms of Section 2.13 or a new
borrowing request in accordance with the terms of Section 2.5, (A) for Loans denominated in Dollars, any interest election
request that requests the conversion of any borrowing to, or continuation of any borrowing as, a Term Benchmark Loan and any borrowing
request that requests a Term Benchmark Loan shall instead be deemed to be an interest election request or a borrowing request, as applicable,
for (x) an RFR Loan denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Loans is not also the subject of
Section 2.17(a)(i) or (ii) above or (y) an ABR Loan if the Adjusted Daily Simple RFR for Dollar Borrowings also
is the subject of Section 2.17(a)(i) or (ii) above and (B) for Loans denominated in an Alternative Currency, any
interest election request that requests the continuation of any Loan as, a Term Benchmark Loan and any borrowing request that requests
a Term Benchmark Loan or an RFR Borrowing, in each case, for the relevant Benchmark, shall be ineffective; provided that if
the circumstances giving rise to such notice affect only one Type of Loans, then all other Types of Loans shall be permitted. Furthermore,
if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of the notice
from the Administrative Agent referred to in this Section 2.17(a) with respect to a Relevant Rate applicable to such Term Benchmark
Loan or RFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise
to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new interest election request
in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.13, (A) for
Loans denominated in Dollars, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next
succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an
RFR Borrowing denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 2.17(a)(i) or
(ii) above or (y) an ABR Loan if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 2.14(a)(i) or
(ii) above, on such day, and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark Loan shall,
on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day)
bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative
Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable
Alternative Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Alternative Currency shall,
at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose
of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency
shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to
Term Benchmark Loans denominated in Dollars at such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for the
applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination
shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined,
any outstanding affected RFR Loans denominated in any Alternative Currency, at the Borrower’s election, shall either (A) be
converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately
or (B) be prepaid in full immediately.


 






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(b)            Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark
Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to
Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under
any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action
or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in
accordance with clause (2) of the definition of “Benchmark Replacement” with respect to any Agreed Currency for such
Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document
in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice
of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to,
this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection
to such Benchmark Replacement from Lenders comprising the Majority Facility Lenders of the applicable Facility or Facilities.


 


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


 


(d)            The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the
removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of
any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 2.17, including any determination with respect to a tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or
any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent
from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.17.


 


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


 






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(f)             Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a Term Benchmark Loan or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any request
for a Term Benchmark Loan denominated in Dollars into a request for a Borrowing of or conversion to (A) an RFR Borrowing denominated
in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not the subject of a Benchmark Transition Event or (B) an
ABR Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark Transition Event or (y) any Term
Benchmark Borrowing or RFR Borrowing denominated in an Alternative Currency shall be ineffective. During any Benchmark Unavailability
Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current
Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark
Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a
Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time
as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 2.17, (A) for Loans denominated
in Dollars any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business
Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing
denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not the subject of a Benchmark Transition Event
or (y) an ABR Loan if the Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark Transition Event, on such
day and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark Loan shall, on the last day of the Interest
Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank
Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which
determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency
cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Alternative Currency shall, at the Borrower’s
election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest
rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency shall be deemed to be a
Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated
in Dollars at such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Alternative Currency
plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding
absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected
RFR Loans denominated in any Alternative Currency, at the Borrower’s election, shall either (A) be converted into ABR Loans
denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (B) be prepaid
in full immediately.


 






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2.18          Pro
Rata Treatment and Payments.


 


(a)            Except
as expressly otherwise provided herein (including as expressly provided in Sections 2.7, 2.9, 2.10(b), 2.15(c), 2.19, 2.20, 2.21, 2.22,
2.24, 2.26, 10.5, 10.6 and 10.7), each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account
of any commitment fee and any reduction of the Revolving Commitments shall be made pro rata according to the Revolving Percentages
of the relevant Lenders other than reductions of Revolving Commitments pursuant to Section 2.24 and payments in respect of any differences
in the Applicable Commitment Fee Rate of Extending Lenders pursuant to an Extension Amendment. Except as expressly otherwise provided
herein (including as expressly provided in Sections 2.7, 2.15(c), 2.19, 2.20, 2.21, 2.22, 2.24, 2.26, 10.5, 10.6 and 10.7), each payment
(other than prepayments) in respect of principal or interest in respect of any Tranche of Term Loans and each payment in respect of fees
payable hereunder shall be applied to the amounts of such obligations owing to the Term Lenders of such Tranche, pro rata according to
the respective amounts then due and owing to such Term Lenders.


 


(b)            Each
mandatory prepayment of the Term Loans shall be allocated among the Tranches of Term Loans then outstanding pro rata, in each
case except as affected by the opt-out provision under Section 2.12(e); provided, that at the request of the Borrower, in
lieu of such application to the Term Loans on a pro rata basis among all Tranches of Term Loans, such prepayment may be applied
to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche
of Term Loans then outstanding or, in the event more than one Tranche of Term Loans shall have an identical maturity date that precedes
the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis; provided, further,
that in connection with a mandatory prepayment under Section 2.12(a) in connection with the incurrence of Permitted Refinancing
Obligations, such prepayment shall be allocated to the Tranches as specified by the Borrower (but to the Loans within such Tranches on
a pro rata basis). Each optional prepayment and mandatory prepayment of the Term Loans shall be applied to the remaining installments
thereof as specified by the Borrower (and absent such specification, in direct order of maturity). Amounts repaid or prepaid on account
of the Term Loans may not be reborrowed.


 


(c)            Except
as expressly otherwise provided herein (including as expressly provided in Sections 2.7, 2.10(b), 2.15(c), 2.19, 2.20, 2.21, 2.22, 2.24,
2.26, 10.5, 10.6 and 10.7), each payment (including prepayments) to be made by the Borrower on account of principal of and interest on
the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then
held by the Revolving Lenders other than payments in respect of any differences in the Applicable Margin of Extending Lenders pursuant
to an Extension Amendment. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the
Issuing Lender that issued such Letter of Credit. Each payment of principal in respect of Swingline Loans shall be made in accordance
with Section 2.6.


 


(d)            All
payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise,
shall be made without setoff, deduction or counterclaim and shall be made prior to (i) except with respect to principal of and interest
on Loans denominated in an Alternative Currency, 3:00 p.m., New York City time, on the due date thereof in Dollars and (ii) in the
case of payments with respect to principal and interest on Loans denominated in an Alternative Currency, the Applicable Time specified
by the Administrative Agent on the dates specified herein in the applicable Alternative Currency, in each case, to the Administrative
Agent, for the account of the relevant Lenders, at the Funding Office, in immediately available funds. Any payment received by the Administrative
Agent after such time may be considered received on the next Business Day in the Administrative Agent’s sole discretion. The Administrative
Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder
(other than payments on the Term Benchmark Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended
to the next succeeding Business Day. If any payment on a Term Benchmark Loan becomes due and payable on a day other than a Business Day,
the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such
payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case
of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable
rate during such extension. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments
due under this Agreement be made in the United States. If, for any reason, the 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.


 






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(e)            If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed
LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards 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, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.


 


(f)             Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any 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 and may, in reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding
the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the applicable Overnight Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in
the case of the Borrower, the interest rate applicable to ABR Loans, or in the case of Alternative Currencies, in accordance with
such market practice, in each case, as applicable. If both the Borrower and such Lender pay such interest to the Administrative Agent
for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid
by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may
have against a Lender that shall have failed to make its share of any Borrowing available to the Administrative Agent.


 


(g)            Unless
the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account
of the Lenders or the Issuing Lenders pursuant to the terms hereof or any other Loan Document (including any date that is fixed for prepayment
by notice from the Borrower to the Administrative Agent pursuant to Section 2.11(a)), notice from the Borrower that the Borrower
will not make such payment or prepayment, the Administrative Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lenders, as the case may be,
the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lenders, as
the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or
Issuing Lender 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 applicable Overnight Rate.


 






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2.19          Requirements
of Law.


 


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


 


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


 


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


 


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


 


and the result of any of the foregoing is to increase the cost to
such Lender, by an amount which such Lender reasonably deems to be material, of making, converting into, continuing or maintaining Term
Benchmark Loans or RFR Loans or issuing or participating in Letters of Credit (in each case hereunder), or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, in Dollars, within thirty Business
Days after the Borrower’s receipt of a reasonably detailed invoice therefor (showing with reasonable detail the calculations thereof),
any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes
entitled to claim any additional amounts pursuant to this Section 2.19, it shall promptly notify the Borrower (with a copy to the
Administrative Agent) of the event by reason of which it has become so entitled.


 


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


 


(c)            A
certificate prepared in good faith as to any additional amounts payable pursuant to this Section 2.19 submitted by any Lender to
the Borrower (with a copy to the Administrative Agent) shall be presumptively correct in the absence of demonstrable error. Notwithstanding
anything to the contrary in this Section 2.19, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.19
for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower of such Lender’s intention
to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such
180-day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 2.19
shall survive the termination of this Agreement and the payment of the Obligations. Notwithstanding the foregoing, the Borrower shall
not be obligated to make payment to any Lender with respect to penalties, interest and expenses if written demand therefor was not made
by such Lender within 180 days from the date on which such Lender makes payment for such penalties, interest and expenses.


 






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(d)            
Notwithstanding anything in this Section 2.19 to the contrary, solely for purposes of this Section 2.19, (i) the Dodd
Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder
or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have been enacted, adopted or
issued, as applicable, subsequent to the Closing Date.


 


(e)            
For purposes of this Section 2.19, the term “Lender” shall include any Issuing Lender and Swingline Lender.


 


2.20            
Taxes.


 


(a)            
Except as required by applicable Requirement of Law, all payments made by any Loan Party under any Loan Document to any Recipient shall
be made free and clear of, and without deduction or withholding for or on account of, any Taxes. If any Taxes are required by any applicable
Requirement of Law to be deducted or withheld from any such payments by any applicable withholding agent, then the applicable withholding
agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant
Governmental Authority in accordance with applicable Requirement of Law and, if such Tax is an Indemnified Tax, the amounts so payable
by the applicable Loan Party shall be increased to the extent necessary so that after deduction or withholding of such Indemnified Taxes
has been made (including Indemnified Taxes attributable to amounts payable under this Section 2.20) by the applicable withholding
agent, the applicable Lender (or, in the case of any amount received by an Agent for its own account, such Agent) receives an amount
equal to the sum it would have received had no such deduction or withholding been made.


 


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


 


(c)            
As promptly as possible after payment by any Loan Party of any Taxes to a Governmental Authority pursuant to this Section 2.20,
the Borrower shall deliver to the Administrative Agent a certified copy of an original official receipt received by the applicable Loan
Party showing payment thereof if such receipt is obtainable, or, if not, such other evidence of payment as may reasonably be required
by the Administrative Agent or any applicable Lender.


 


(d)            
The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable pursuant to Section 2.20(a))
payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable out-of-pocket
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. Either (a) a copy of the receipt issued by a Governmental Authority evidencing payment of
such Taxes or (b) a certificate as to the amount of such payment or liability prepared in good faith and delivered to the Borrower
by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall
be conclusive absent manifest error.


 






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(e)            
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by
the Borrower or the Administrative Agent, shall deliver such other documentation as will enable the Borrower or the Administrative Agent
to determine whether or not such Lender is subject to backup withholding or information reporting. Each Lender agrees that if any form
or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification
or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding anything
to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation
set forth in paragraphs (e)(i), (e)(iii) and (e)(iv) of this Section 2.20) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or
would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing


 


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


 


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


 


(B)            
IRS Form W-8ECI,


 


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


 


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


 






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


 


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


 


(iv)            
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and Administrative Agent at the time or times prescribed
by Requirement of Law and at such time or times reasonably requested by the Borrower or Administrative Agent such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or Administrative Agent as may be necessary for the Borrower and Administrative Agent to comply with their
obligations under FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine
the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.20(e)(iv), “FATCA” shall
include any amendments made to FATCA after the date of this Agreement.


 


(v)            
Notwithstanding any other provision of this Section 2.20(e), a Lender shall not be required to deliver any form pursuant to this
Section 2.20(e) that such Lender is not legally eligible to deliver.


 


(vi)            
Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation
provided by such Lender to the Administrative Agent pursuant to this Section 2.20(e)


 


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


 






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(g)            
If any Recipient determines, in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified
pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall promptly
pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts
paid, under this Section 2.20 with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund); provided that such indemnifying party, upon the request of such Recipient, agrees to repay the amount paid over
to the indemnifying party pursuant to this Section 2.20(g) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to such Recipient in the event such Recipient is required to repay such refund to such Governmental Authority.
This Section 2.20(g) shall not be construed to require any Recipient to make available its Tax returns (or any other information
relating to its Taxes which it deems confidential) to the Borrower or any other Person. In no event will any Recipient be required to
pay any amount to an indemnifying party pursuant to this Section 2.20(g) the payment of which would place such Recipient in
a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise
to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect
to such Tax had never been paid.


 


(h)            
The agreements in this Section 2.20 shall survive the termination of this Agreement and the payment of the Obligations.


 


(i)            
For purposes of this Section 2.20, the term “Lender” shall include any Issuing Lender or Swingline Lender.


 


2.21            
Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense
(other than lost profits, including the loss of Applicable Margin) that such Lender actually sustains or incurs as a consequence of (a) any
failure by the Borrower in making a borrowing of, conversion into or continuation of Term Benchmark Loans after the Borrower has given
notice requesting the same in accordance with the provisions of this Agreement, (b) any failure by the Borrower in making any prepayment
of or conversion from Term Benchmark Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement
or (c) the making of a prepayment, conversion or continuation of Term Benchmark Loans on a day that is not the last day of an Interest
Period with respect thereto. A reasonably detailed certificate as to (showing in reasonable detail the calculation of) any amounts payable
pursuant to this Section 2.21 submitted to the Borrower by any Lender shall be presumptively correct in the absence of demonstrable
error. This covenant shall survive the termination of this Agreement and the payment of the Obligations.


 


2.22            
Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in
the interpretation or application thereof, in each case, first made after the Closing Date, shall make it unlawful for any Lender to
make or maintain Term Benchmark Loans or RFR Loans as contemplated by this Agreement, such Lender shall promptly give notice thereof
to the Administrative Agent and the Borrower, and (a) the commitment of such Lender hereunder to make Term Benchmark Loans or RFR
Loans, as applicable, continue Term Benchmark Loans or RFR Loans as such and convert ABR Loans to Term Benchmark Loans shall be suspended
during the period of such illegality and (b) such Lender’s Loans then outstanding as Term Benchmark Loans or RFR Loans, if
any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law. If any such conversion of a Term Benchmark Loan occurs on a day which is not
the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as
may be required pursuant to Section 2.21.


 






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2.23            
Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.19,
2.20(a) or 2.22 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the
consequences of such event; provided that such designation is made on terms that, in the good faith judgment of such Lender, cause
such Lender and its lending office(s) to suffer no material economic, legal or regulatory disadvantage; provided, further,
that nothing in this Section 2.23 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant
to Section 2.19, 2.20(a) or 2.22.


 


2.24            
Replacement of Lenders. The Borrower shall be permitted to (a) replace with a financial entity or financial entities,
or (b) prepay or terminate, without premium or penalty (but subject to Section 2.21), the Loans or Commitments, as applicable,
of any Lender, Issuing Lender or Swingline Lender (each such Lender, Issuing Lender or Swingline Lender, a “Replaced
Lender”) that (i) requests reimbursement for amounts owing or otherwise results in increased costs imposed on the Borrower
or on account of which the Borrower is required to pay additional amounts or Indemnified Taxes to any Governmental Authority or Lender
pursuant to Section 2.19, 2.20 or 2.21 (to the extent a request made by a Lender pursuant to the operation of Section 2.21
is materially greater than requests made by other Lenders) or gives a notice of illegality pursuant to Section 2.22, (ii) is
a Defaulting Lender, (iii) is, or the Borrower reasonably believes could constitute, a Disqualified Institution, or (iv) has
refused to consent to any waiver or amendment with respect to any Loan Document that requires such Lender’s consent and has been
consented to by the Required Lenders; provided that, in the case of a replacement pursuant to clause (a) above, (A) such
replacement does not conflict with any Requirement of Law, (B) the replacement financial entity or financial entities shall purchase,
at par, all Loans and other amounts owing to such Replaced Lender on or prior to the date of replacement (or, in the case of a replacement
of an Issuing Lender or Swingline Lender, comply with the provisions of Section 9.9(c) (to the extent applicable as if such
Lender was resigning as Administrative Agent)), (C) the Borrower shall be liable to such Replaced Lender under Section 2.21
(as though Section 2.21 were applicable) if any Term Benchmark Loan owing to such Replaced Lender shall be purchased other than
on the last day of the Interest Period relating thereto, (D) the replacement financial entity or financial entities, (x) if
not already a Lender, shall be reasonably satisfactory to the Administrative Agent to the extent that an assignment to such replacement
financial institution of the rights and obligations being acquired by it would otherwise require the consent of the Administrative Agent
pursuant to Section 10.6(b)(i)(B) and (y) shall pay (unless otherwise paid by the Borrower) any processing and recordation
fee required under Section 10.6(b)(ii)(B), (E) the Administrative Agent and any replacement financial entity or entities shall
execute and deliver, and such Replaced Lender shall thereupon be deemed to have executed and delivered, an appropriately completed Assignment
and Assumption to effect such substitution (or, in the case of a replacement of an Issuing Lender or Swingline Lender, customary assignment
documentation), (F) the Borrower shall pay all additional amounts or Indemnified Taxes (if any) required pursuant to Section 2.19
or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (G) in respect
of a replacement pursuant to clause (iv) above, the replacement financial entity or financial entities shall consent to such amendment
or waiver, (H) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent
or any other Lender shall have against the Replaced Lender and (I) if such replacement is in connection with a Repricing Transaction
prior to the six-month anniversary of the Closing Date, the Borrower or the replacement Lender shall pay the Replaced Lender a fee equal
to 1% of the aggregate principal amount of its Initial Term B Loans required to be assigned pursuant to this Section 2.24. Prepayments
pursuant to clause (b) above (i) shall be accompanied by accrued and unpaid interest on the principal amount so prepaid up
to the date of such prepayment and (ii) shall not be subject to the provisions of Section 2.18. The termination of the Revolving
Commitments of any Lender pursuant to clause (b) above shall not be subject to the provisions of Section 2.18. In connection
with any such replacement under this Section 2.24, if the Replaced Lender does not execute and deliver to the Administrative Agent
a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the
date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the
date as of which all obligations of the Borrower owing to the Replaced Lender relating to the Loans and participations so assigned shall
be paid in full to such Replaced Lender, then such Replaced Lender shall be deemed to have executed and delivered such Assignment and
Assumption and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver
such Assignment and Assumption and/or such other documentation on behalf of such Replaced Lender, and the Administrative Agent shall
record such assignment in the Register.


 






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2.25            
Incremental Loans.


 


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


 






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(b)            
Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) no Event of Default
shall exist on such Increased Amount Date immediately after giving effect to such New Loan Commitments and the making of any New Loans
pursuant thereto and any transaction consummated in connection therewith subject to the Permitted Acquisition Provisions (as defined
below) and the Limited Condition Acquisition Provision, in connection with any acquisition or investment being made with the proceeds
thereof; (ii) the proceeds of any New Loans shall be used, at the discretion of the Borrower, for any purpose not prohibited by
this Agreement; (iii) the New Loans (x) if secured by the Collateral, shall be secured by the Collateral on a pari passu or
junior basis to the Obligations) and (y) shall not have any guarantors other than the Guarantors; (iv) in the case of New Loans
that are term loans (“New Term Loans”), the maturity date thereof shall not be earlier than the Latest Maturity Date
and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Latest Maturing
Term Loans (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which,
subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which
does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Latest Maturity Date or the weighted
average life to maturity of the Latest Maturing Term Loans, as applicable); (v) in the case of any Supplemental Revolving Commitment
Increase, (A) the maturity date of such Supplemental Revolving Commitment Increase shall be the same as the Revolving Termination
Date, (B) such Supplemental Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction
prior to the Revolving Termination Date and (C) such Supplemental Revolving Commitment Increase shall be on the same terms (other
than upfront fees and arranger fees payable in connection therewith) and pursuant to the same documentation applicable to the Revolving
Facility (and, if applicable, an Incremental Amendment); (vi) in the case of New Revolving Loan Commitments, (A) the maturity
date of such New Revolving Loan Commitment shall be no earlier than the Revolving Termination Date, (B) such New Revolving Loan
Commitment shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Termination Date and (C) all
other terms and documentation with respect to such New Revolving Loan Commitment (other than pricing and fees) shall be substantially
identical to the terms applicable to the Revolving Loans in effect on the Closing Date (or, if not substantially identical, shall be
no less favorable (when take as a whole) to the lenders providing such New Revolving Loan Commitments (other than with respect to any
covenants or other provisions that are applicable only to periods after the Latest Maturity Date existing at such time of incurrence
of such New Revolving Loan Commitments); (vii) all terms and documentation with respect to any New Term Loans which differ from
those with respect to the Initial Term Loans shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted
by clauses (iii) and (iv) above and the second to last sentence of this paragraph); provided that the terms of any Supplemental
Revolving Commitment Increase shall be identical to the terms of the applicable Tranche (or Tranches, as the case may be) of the Revolving
Facility; (viii) such New Loans or New Loan Commitments shall be effected pursuant to one or more Incremental Amendments executed
and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (ix) to the extent reasonably requested by
the Administrative Agent, the Borrower shall deliver or cause to be delivered (A) customary legal opinions and (B) certified
copies of the resolutions or other applicable corporate action of each applicable Loan Party approving its entry into such documents
and the transactions contemplated thereby; and (x) if the initial “spread” (for purposes of this Section 2.25,
the “spread” with respect to any Term Loan shall be calculated as the sum of the Term Benchmark Loan margin on the relevant
Term Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any bona fide arranging fees,
structuring fees, syndication fees, ticking fees, underwriting fees and commitment fees paid to the arrangers thereof and not shared
ratably with the lenders or holders of such Term Loans) (based on an assumed four-year average life for the applicable Facilities (e.g.,
100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to any New Term
Loan denominated in Dollars and incurred on or prior to the date that is 6 months after the Closing Date exceeds the spread then in effect
with respect to the Initial Term Loans by more than 0.50%, the Applicable Margin relating to the Initial Term Loans shall be adjusted
so that the spread relating to such New Term Loans does not exceed the spread applicable to the Initial Term Loans by more than 0.50%;
provided that if such New Term Loans include an interest rate floor greater than the interest rate floor applicable to the Initial
Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase
to the Applicable Margin for the Initial Term Loans shall be required, to the extent an increase in the interest rate floor for the Initial
Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not
the Applicable Margin) applicable to the Initial Term Loans shall be increased by such amount. For the avoidance of doubt, the rate of
interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable
New Lenders and shall be set forth in the applicable Incremental Amendment. Notwithstanding anything to the contrary above, in connection
with the incurrence of any New Term Loans, if the proceeds of such New Term Loans are, substantially concurrently with the receipt thereof,
to be used, in whole or in part, by the Borrower or any other Loan Party to finance, in whole or in part, a Permitted Acquisition, then
(A) the only representations and warranties that will be required to be true and correct in all material respects as of the applicable
Increase Amount Date shall be (x) customary “specified representations” and (y) such of the representations and
warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material
to the interests of the Lenders, but only to the extent that Holdings or the Borrower (or any Affiliate of Holdings or the Borrower)
has the right to terminate the obligations of Holdings, the Borrower or such Affiliate under such acquisition agreement or not consummate
such acquisition as a result of a breach of such representations or warranties in such acquisition agreement and (B) no Event of
Default under Sections 8.1(a) or (f) would exist after giving effect to such incurrence (“Permitted Acquisition
Provisions”).


 






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


 


(d)            
For purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving
Commitments, as applicable. Each Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent,
to effect the provisions of this Section 2.25.


 


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


 






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2.26            
Extension of Term Loans and Revolving Commitments.


 


(a)            
The Borrower may at any time and from time to time request that all or a portion of the (i) Term Loans of one or more Tranches existing
at the time of such request (each, an “Existing Term Tranche,” and the Term Loans of such Tranche, the “Existing
Term Loans”) or (ii) Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing
Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche,” and the Revolving
Loans of such Existing Revolving Tranche, the “Existing Revolving Loans,” and together with the Existing Term Loans,
the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of
principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been
so extended, an “Extended Term Tranche” or “Extended Revolving Tranche,” as applicable, and each
an “Extended Tranche,” and the Term Loans or Revolving Commitments, as applicable, of such Extended Tranches, the
 “Extended Term Loans” or “Extended Revolving Commitments,” as applicable, and collectively, the
 “Extended Loans”) and to provide for other terms consistent with this Section 2.26; provided that (i) any
such request shall be made by the Borrower to all Lenders with Term Loans or Revolving Commitments, as applicable, with a like maturity
date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable
Term Loans or the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless
waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the
Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension
Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar
to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”),
except (x) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity
dates of the Specified Existing Tranche, (y) (A) the interest margins with respect to the Extended Tranche may be higher or
lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing
such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) in
the case of an Extended Term Tranche, so long as the weighted average life to maturity of such Extended Tranche would be no shorter than
the remaining weighted average life to maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term
Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in
the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.26 or otherwise,
assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive
assignment and participation provisions applicable to Term Loans or Revolving Commitments, as applicable, set forth in Section 10.6.
No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension
Request. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing
Tranches (together with any other Extended Tranches so established on such date).


 


(b)            
The Borrower shall provide the applicable Extension Request at least 10 Business Days (or such shorter period as the Administrative Agent
may agree to) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond.
Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into
an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date
specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche.
In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended
Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted
to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election.
In connection with any extension of Loans pursuant to this Section 2.26 (each, an “Extension”), the Borrower
shall agree to such procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management
of the credit facilities hereunder after such Extension, as may be established by, or acceptable to, the Administrative Agent and the
Borrower, in each case acting reasonably to accomplish the purposes of this Section 2.26.


 






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(c)            
Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which
may include amendments to provisions related to maturity, interest margins or fees referenced in clauses (x) and (y) of Section 2.26(a),
or, in the case of Extended Term Tranches, amortization rates referenced in clause (z) of Section 2.26(a), and which, in each
case, except to the extent expressly contemplated by the last sentence of this Section 2.26(c) and notwithstanding anything
to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect
to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Subject
to the requirements of this Section 2.26 and without limiting the generality or applicability of Section 10.1 to any Section 2.26
Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred
to or contemplated above (any such additional amendment, a “Section 2.26 Additional Amendment”) to this Agreement
and the other Loan Documents; provided that such Section 2.26 Additional Amendments do not become effective prior to the
time that such Section 2.26 Additional Amendments have been consented to (including pursuant to consents applicable to holders of
any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may
be required in order for such Section 2.26 Additional Amendments to become effective in accordance with Section 10.1; provided,
further, that no Extension Amendment may provide for (i) any Extended Tranche to be secured by any Collateral or other assets
of any Loan Party that does not also secure the Existing Tranches or be guaranteed by any Person other than the Guarantors and (ii) so
long as any Existing Term Tranches are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Existing
Term Tranches (other than Existing Term Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, which
shall be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for
Extended Term Tranches than such Existing Term Tranches as contemplated by Section 2.12). Notwithstanding anything to the contrary
in Section 10.1, any such Extension Amendment may, without the consent of any other Lenders, effect such amendments to any Loan
Documents as may be necessary or appropriate, in the reasonable judgment of the Borrower and the Administrative Agent, to effect the
provisions of this Section 2.26; provided that the foregoing shall not constitute a consent on behalf of any Lender to the
terms of any Section 2.26 Additional Amendment.


 










(d)            
Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend
the related scheduled maturity date(s) in accordance with Section 2.26(a) above (an “Extension Date”),
in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche
shall be deemed reduced by an amount equal to the aggregate principal amount of the Extended Tranche so converted by such Lender on such
date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing
Tranches (together with any other Extended Tranches so established on such date).


 


(e)            
If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and
by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”) then
the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, replace such Non-Extending Lender by causing such
Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.6 (with the assignment fee and any other costs and
expenses to be paid by the Borrower or the assignee in such instance) all of its rights and obligations under this Agreement to one or
more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find
a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the
terms set forth in such Extension Amendment; provided, further, that all obligations of the Borrower owing to the Non-Extending
Lender relating to the Existing Loans so assigned (including pursuant to Section 2.21 (as though Section 2.21 were applicable))
shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption. In connection
with any such replacement under this Section 2.26, if the Non-Extending Lender does not execute and deliver to the Administrative
Agent a duly completed Assignment and Assumption, by the later of (A) the date on which the replacement Lender executes and delivers
such Assignment and Assumption, and (B) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating
to the Existing Loans so assigned shall be paid in full to such Non-Extending Lender, then such Non-Extending Lender shall be deemed
to have executed and delivered such Assignment and Assumption, as of such date and the Borrower shall be entitled (but not obligated)
to execute and deliver such Assignment and Assumption on behalf of such Non-Extending Lender.


 






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(f)            
Following any Extension Date, with the written consent of the Borrower, any Non-Extending Lender may elect to have all or a portion of
its Existing Loans deemed to be an Extended Loan under the applicable Extended Tranche on any date (each date a “Designation
Date”) prior to the maturity date of such Extended Tranche; provided that such Lender shall have provided written notice
to the Borrower and the Administrative Agent at least 10 Business Days prior to such Designation Date (or such shorter period as the
Administrative Agent may agree in its reasonable discretion); provided, further, that no greater amount shall be paid by
or on behalf of the Borrower or any of its Affiliates to any such Non-Extending Lender as consideration for its extension into such Extended
Tranche than was paid to any Extending Lender as consideration for its Extension into such Extended Tranche. Following a Designation
Date, the Existing Loans held by such Lender so elected to be extended will be deemed to be Extended Loans of the applicable Extended
Tranche, and any Existing Loans held by such Lender not elected to be extended, if any, shall continue to be “Existing Loans”
of the applicable Tranche.


 


(g)            
With respect to all Extensions consummated by the Borrower pursuant to this Section 2.26, (i) such Extensions shall not constitute
optional or mandatory payments or prepayments for purposes of Sections 2.11 and 2.12 and (ii) no Extension Request is required to
be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum
Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant
Extension Request in the Borrower’s sole discretion and which may be waived by the Borrower) of Existing Loans of any or all applicable
Tranches be extended. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.26
(including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may
be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement (including Sections
2.8, 2.11 and 2.12) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by
this Section 2.26.


 


2.27            
Additional Alternative Currencies.


 


(a)            
The Borrower may from time to time request that Revolving Loans be made and/or 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 that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect
to the making of Revolving Loans, such request shall be subject to the approval of the Administrative Agent and the Revolving Lenders;
and, in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval
of the Administrative Agent and the applicable Issuing Lender.


 


(b)            
Any such request shall be made to the Administrative Agent not later than 11:00 a.m. ten Business Days prior to the date of the
desired Borrowing (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining
to Letters of Credit, the relevant Issuing Lender, in its or their sole discretion). In the case of any such request pertaining to Revolving
Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof and in the case of any such request pertaining to
Letters of Credit, the Administrative Agent shall promptly notify the relevant Issuing Lender. Each such Revolving Lender (in the case
of any such request pertaining to Revolving Loans) or the Issuing Lender (in the case of a request pertaining to Letters of Credit) shall
notify the Administrative Agent, not later than 11:00 a.m., five Business Days after receipt of such request whether it consents, in
its sole discretion, to the making of Revolving Loans or the issuance of Letters of Credit, as the case may be, in the requested currency.


 






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(c)            
Any failure by any Revolving Lender or any Issuing Lender, as the case may be, to respond to such request within the time period specified
in the preceding paragraph (b) shall be deemed to be a refusal by such Revolving Lender or Issuing Lender, as the case may be, to
permit Revolving Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the
Revolving Lenders that would be obligated to make Revolving Loans denominated in such requested currency consent to making Revolving
Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for
all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Revolving Loans; and if the Administrative Agent
and the relevant Issuing Lender consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall
so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes
of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain the requisite consent to any request for an additional
currency under this Section 2.27, the Administrative Agent shall promptly so notify the Borrower.


 


SECTION 3.           LETTERS
OF CREDIT


 


3.1            
L/C Commitment.


 


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


 


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


 


3.2            
Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the relevant Issuing Lender
issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address
for notices specified to the Borrower by such Issuing Lender an Application therefor, with a copy to the Administrative Agent (reasonably
in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days), completed to
the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing
Lender may reasonably request. Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic
transmission using the system provided by the relevant Issuing Lender, by personal delivery or by any other means acceptable to the relevant
Issuing Lender. Upon receipt of any Application, the relevant Issuing Lender will process such Application and the certificates, documents
and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly
issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event without the consent of
the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter
of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and
other papers and information relating thereto) by issuing the original of such Letter of Credit (or such amendment, renewal or extension,
as the case may be) to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower. Such Issuing
Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance (or such amendment, renewal or extension,
as the case may be) thereof. Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish
to the relevant Revolving Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter
of Credit issued by it (including the amount thereof).


 






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3.3            
Fees and Other Charges.


 


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


 


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


 






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3.4            
L/C Participations.


 


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


 


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


 


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


 






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(d)            
Notwithstanding anything to the contrary contained in this Agreement, in the event an L/C Participant becomes a Defaulting Lender, then
such Defaulting Lender’s applicable Revolving Percentage in all outstanding Letters of Credit under the relevant Facility will
automatically be reallocated among the applicable L/C Participants that are Non-Defaulting Lenders pro rata in accordance with
each Non-Defaulting Lender’s applicable Revolving Percentage (calculated without regard to the Revolving Commitments of the Defaulting
Lender), but only to the extent that such reallocation does not cause the Revolving Extensions of Credit under the relevant Facility
of any Non-Defaulting Lender to exceed the Revolving Commitments under the relevant Facility of such Non-Defaulting Lender. If such reallocation
cannot, or can only partially, be effected the Borrower shall, within five Business Days after written notice from the Administrative
Agent, pay to the Administrative Agent an amount of cash and/or Cash Equivalents equal to such Defaulting Lender’s applicable Revolving
Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the L/C Obligations under the relevant Facility
(after giving effect to any partial reallocation pursuant to the first sentence of this Section 3.4(d)) to be held as security for
all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole
dominion and control of, the Administrative Agent. So long as there is a Defaulting Lender, an Issuing Lender shall not be required to
issue any Letter of Credit where the sum of the Non-Defaulting Lenders’ applicable Revolving Percentages of the outstanding Revolving
Loans and their participations in Letters of Credit, in each case under the relevant Facility, after giving effect to any such requested
Letter of Credit would exceed (each such excess, the “L/C Shortfall”) the aggregate applicable Revolving Commitments
of the Non-Defaulting Lenders, unless the Borrower shall pay to the Administrative Agent an amount of cash and/or Cash Equivalents equal
to the amount of the L/C Shortfall, such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the
Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative
Agent.


 


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


 


3.5            
Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on the Business Day following
the date on which such Issuing Lender notifies the Borrower of the date and amount of a drawing presented under any Letter of Credit
issued or continued by such Issuing Lender at the Borrower’s request (including any Letters of Credit issued for the account of
a Restricted Subsidiary and the Existing Letters of Credit) and paid by such Issuing Lender for the amount of (a) such drawing so
paid and (b) any reasonable fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with
such payment and, without limiting the Borrower’s obligations in respect thereof under this Section 3.5, notified in reasonable
detail to the Borrower on the date of the drawing so paid. Each such payment shall be made to such Issuing Lender at its address for
notices specified to the Borrower in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the
date on which the relevant drawing is paid until payment in full at a rate equal to (i) until the second Business Day next succeeding
the date of the relevant notice (which notice shall be provided on the date the relevant drawing is paid), the rate applicable to ABR
Loans under the Revolving Facility and (ii) thereafter, the rate set forth in Section 2.15(c). In the case of any such reimbursement
in Dollars with respect to a Letter of Credit denominated in an Alternative Currency, the applicable Issuing Lender shall notify the
Borrower of the Dollar Equivalent of the amount of the drawing so paid promptly following the determination thereof.


 






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3.6            
Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under
any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against
any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that
such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not
be affected by, among other things, (i) the validity or genuineness of documents or of any endorsements thereon, even though such
documents shall in fact later prove to be invalid, fraudulent or forged; (ii) any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred; (iii) any claims whatsoever
of the Borrower against any beneficiary of such Letter of Credit or any such transferee; (iv) any other events or circumstances
that, pursuant to applicable law or the applicable customs and practices promulgated by the ICC, are not within the responsibility of
such Issuing Lender; (v) waiver by such Issuing Lender of any requirement that exists for such Issuing Lender’s protection
and not the protection of the Borrower or any waiver by such Issuing Lender which does not in fact materially prejudice the Borrower;
(vi) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of
a draft; (vii) any payment made by such Issuing Lender in respect of an otherwise complying item presented after the date specified
as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date
is authorized by the Uniform Commercial Code, the ISP or the UCP, as applicable; (viii) any payment by such Issuing Lender under
such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit;
or any payment made by such Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee
of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (ix) any adverse
change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or
in the relevant currency markets generally; or (x) any other circumstance or happening whatsoever, whether or not similar to any
of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower
or any Subsidiary, except, in each case, for errors, omissions, interruptions or delays resulting from the gross negligence, bad faith
or willful misconduct of such Issuing Lender or its employees or agents. No Issuing Lender shall be liable for any error, omission, interruption
or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit,
except for errors, omissions, interruptions or delays resulting from the gross negligence, bad faith or willful misconduct of such Issuing
Lender or its employees or agents. The Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection
with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence, bad faith or willful misconduct
and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the
Borrower and shall not result in any liability of such Issuing Lender to the Borrower.


 






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3.7            
Role of the Issuing Lender. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the
Issuing Lenders shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly
required by a Letter of Credit) or to ascertain or inquire as to the validity, authenticity or accuracy of any such document (provided
that the Issuing Lenders will determine whether such documents appear on their face to be in order) or the authority of the Person
executing or delivering any such document. None of the Issuing Lenders, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the Issuing Lenders shall be liable to any Lender for (i) any action taken or
omitted in connection herewith at the request or with the approval of the Lenders or the Majority Facility Lenders or the Borrower, as
applicable; (ii) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined by
a court of competent jurisdiction by a final and nonappealable judgment; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or related Application, or any other document, agreement
and instrument entered into by such Issuing Lender and the Borrower (or any Restricted Subsidiary) or in favor of such Issuing Lender
and relating to such Letter of Credit. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee
with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under
any other agreement. None of the Issuing Lenders, the Administrative Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the Issuing Lenders shall be liable or responsible for any of the matters described in clauses (i) through
(ix) of Section 3.6; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower
may have a claim against the relevant Issuing Lender, and such Issuing Lender may be liable to the Borrower, to the extent, but only
to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were
caused by such Issuing Lender’s willful misconduct, bad faith or gross negligence, as determined by a court of competent jurisdiction
by a final and nonappealable judgment, or such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation
to it by the beneficiary of documents expressly required by and strictly complying with the terms and conditions of a Letter of Credit.
In furtherance and not in limitation of the foregoing, the Issuing Lenders may accept documents that appear on their face to be in order,
without responsibility for further investigation, and provided that a Letter of Credit is issued permitting transfer then the
Issuing Lenders shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason. The Issuing Lenders may send a Letter of Credit or conduct any communication to or from
the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier,
or any other commercially reasonable means of communicating with a beneficiary, as agreed to with the Borrower.


 


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


 


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


 


3.10          Applicability
of ISP and UCP3.11. Unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower when a Letter of Credit is
issued (including any such agreement applicable to an Existing Letter of Credit), (a) the rules of the ISP shall apply to each
standby Letter of Credit, and (b) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the
foregoing, the Issuing Lender shall not be responsible to the Borrower for, and the Issuing Lender’s rights and remedies against
the Borrower shall not be impaired by, any action or inaction of the Issuing Lender required or permitted under any law, order, or practice
that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction
where the Issuing Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions,
practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade (BAFT), or the
Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.


 


3.11            
Resignation of Issuing Lender. To the extent any Issuing Lender (or its relevant Affiliates) is no longer a Revolving Lender
hereunder, such Issuing Lender may resign by giving 30 days prior notice to the Administrative Agent, the Revolving Lenders, and the
Borrower. After the resignation of an Issuing Lender hereunder, the retiring Issuing Lender shall remain a party hereto and shall continue
to have all the rights and obligations of an Issuing Lender under this Agreement and the other Loan Documents with respect to Letters
of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew
or increase any existing Letter of Credit.


 






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SECTION 4.           REPRESENTATIONS
AND WARRANTIES


 


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


 


4.1            
Financial Condition. The audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31,
2019, December 31, 2020 and December 31, 2021, and the related statements of income and of cash flows for the fiscal year ended
on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material
respects the financial condition of Holdings and its Subsidiaries as at such dates and the results of their operations, their cash flows
and their changes in stockholders’ equity for the fiscal year then ended. All such financial statements, including the related
schedules and notes thereto and year-end adjustments, have been prepared in accordance with GAAP (except as otherwise noted therein).


 


4.2            
No Change. Since December 31, 2021, there has been no event, development or circumstance that has had or would reasonably
be expected to have a Material Adverse Effect.


 


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


 


4.4            
Corporate Power; Authorization; Enforceable Obligations.


 


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


 






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


 


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


 


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


 


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


 


4.7            
[Reserved.].


 


4.8            
Ownership of Property; Liens. Except as set forth in Schedule 4.8A, each of Holdings and its Restricted Subsidiaries has
good title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, or a valid leasehold interest
in, all of its other Property (other than Intellectual Property), in each case, except where the failure to do so would not reasonably
be expected to have a Material Adverse Effect, and none of such Property is subject to any Lien except as permitted by the Loan Documents.
Schedule 4.8B lists all Real Property located in the United States and owned in fee simple with a Fair Market Value in excess of $20,000,000
by any Loan Party as of the Closing Date.


 






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


 


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


 


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


 


4.12         
ERISA.


 


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


 


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


 


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


 






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


 


4.14         Subsidiaries.
The Subsidiaries listed on Schedule 4.14 constitute all the Subsidiaries of Holdings at the Closing Date (after giving effect to the
Transactions). Schedule 4.14 sets forth as of the Closing Date the name and jurisdiction of incorporation of each Subsidiary and, as
to each Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and the designation of such Subsidiary as a
Restricted Subsidiary or an Unrestricted Subsidiary.


 


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


 


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


 


4.17         Security
Documents.


 


(a)            The
Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a
legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created
under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a),
Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in
the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities
described in the Guarantee and Collateral Agreement (other than Excluded Collateral) when any stock certificates or notes, as applicable,
representing such Pledged Securities are delivered to the Collateral Agent together with any proper endorsements executed in blank and
(ii) the Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral), when financing statements
in appropriate form are filed in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the
Closing Date, such other offices as may be appropriate) (which financing statements have been duly completed and executed (as applicable)
and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement
are made (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), the Collateral
Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties
in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected
through the filing of financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence
on the Closing Date, such other offices as may be appropriate) and the filings specified on Schedule 3 to the Guarantee and Collateral
Agreement (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), and through
the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations, in each case prior
in right to the Lien of any other Person (except (i) Liens permitted by Section 7.3 and (ii) Liens having priority by
operation of law) to the extent required by the Guarantee and Collateral Agreement.


 






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(b)           Upon
the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b) or 6.10, such Mortgage shall
be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on
the Mortgaged Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when
such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on,
and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, as security
for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Liens
permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).


 


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


 


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


 


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


 


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


 


4.22          Senior
Indebtedness. The Obligations constitute senior Indebtedness.


 






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4.23          OFAC.
No Loan Party, nor any of its Subsidiaries, directors or officer nor, to the knowledge of any Loan Party, any other Related Party, is,
or is owned or controlled by Persons that are (i) currently the subject or target of any Sanctions, (ii) located, organized
or residing in any Designated Jurisdiction, or (iii) or have been (within the previous five years) engaged in any transaction with
any Person who is now or was then the subject of Sanctions (a “Sanctioned Person”) or who is located, organized or
residing in any Designated Jurisdiction. No Loan or Letter of Credit, nor the proceeds from any Loan or Letter of Credit, has been or
will be used, directly or knowingly indirectly, to lend, contribute, provide or has otherwise been or will be made available to fund
any activity or business in any Designated Jurisdiction or to fund any activity or business of any Sanctioned Person or of any Person
located, organized or residing in any Designated Jurisdiction or who, at the time of such funding is or was the subject of any Sanctions,
or in any other manner that will result in any violation by any Person (including any Lender, Lead Arranger, Administrative Agent, Issuing
Lender or Swingline Lender) of Sanctions.


 


4.24          FCPA.
Holdings, the Borrower and each of its Subsidiaries is in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended,
except as would not reasonably be expected to have a Material Adverse Effect. No part of the proceeds of the Loans and no Letter of Credit
has been or will be used by Holdings or its Subsidiaries, directly or knowingly indirectly, for any payments to any Person, governmental
official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the U.S. Foreign Corrupt Practices
Act of 1977, as amended, in each case, except as would not reasonably be expected to have a Material Adverse Effect. No Loan Party, nor
any of their Subsidiaries, directors or officers, or to the knowledge of any Loan Part, any other Related Party, has engaged in any activity
or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws or regulations in any applicable
jurisdiction and each Loan Party has instituted and maintains policies and procedures designed to prevent violation of such laws, regulations
and rules.


 


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


 


SECTION 5.           CONDITIONS
PRECEDENT


 


5.1            Conditions
to Initial Extension of Credit on the Closing Date. The agreement of each Lender to make the initial extension of credit requested
to be made by it is subject to the satisfaction (or waiver), prior to or concurrently with the making of such extension of credit on
the Closing Date, of the following conditions precedent:


 


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


 


(b)            Representations
and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true
and correct in all material respects (and in all respects in the case of Section 4.2 or if any such representation or warranty is
already qualified by materiality or Material Adverse Effect), in each case on and as of the Closing Date except to the extent that such
representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct
in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or Material
Adverse Effect) as of such earlier date;


 






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


 


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


 


(e)            Legal
Opinions. The Administrative Agent shall have received an executed legal opinion of (i) Latham & Watkins LLP, special
New York counsel to the Loan Parties, and (ii) Brownstein Hyatt Farber Schreck, LLP, local Nevada counsel to the Loan Parties, in
each case in form and substance reasonably satisfactory to the Administrative Agent;


 


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


 


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


 


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


 


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


 


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


 






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(k)            Refinancing.
The Refinancing shall have been, or shall substantially concurrently with the initial borrowing under the Facilities be, consummated,
and all security interests in respect of, and Liens securing, the Indebtedness and other obligations thereunder created pursuant to the
security documentation relating to the Existing Credit Agreement shall have been terminated and released (or arrangements therefor reasonably
satisfactory to the Administrative Agent shall have been made), and the Administrative Agent shall have received all such releases as
may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory
to the Administrative Agent;


 


(l)            [Reserved.]


 


(m)           Lien
Searches. The Collateral Agent shall have received the results of a recent lien search in each of the jurisdictions in which Uniform
Commercial Code financing statements will be made to evidence or perfect security interests required to be evidenced or perfected, and
such search shall reveal no liens on any of the assets of the Loan Parties, except for Liens permitted by Section 7.3 or liens to
be discharged on or prior to the Closing Date; and


 


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


 


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


 


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


 


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


 


(c)            Borrowing
Notice. In the case of a borrowing of any Loans, the Administrative Agent shall have received a notice of borrowing from the Borrower
in accordance with Section 2.5 (or, in the case of a Swingline Loan, 2.6).


 


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


 






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SECTION 6.           AFFIRMATIVE
COVENANTS


 


Each of Holdings and the Borrower (on behalf of
itself and each of the Restricted Subsidiaries) hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit
remains outstanding (that has not been cash collateralized or backstopped or otherwise supported, in each case on terms agreed to by
the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than
(i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements or
Cash Management Obligations), Holdings and the Borrower shall, and shall cause (except in the case of the covenants set forth in Section 6.1,
Section 6.2, Section 6.7 and Section 6.11) each of the Restricted Subsidiaries to:


 


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


 


(a)            within
90 days after the end of each fiscal year of Holdings (provided that, to the extent that the SEC or other regulatory body (as
applicable) has granted the ability to extend any annual financial statement reporting deadline generally to all non-accelerated filers,
and such extended deadline would be later than the deadline for delivery of annual financial statements hereunder, then such extended
time period for delivery shall apply), commencing with the fiscal year ending December 31, 2022, (i) a copy of the audited
consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such year and the related audited consolidated
statements of income and of cash flows for such year, setting forth, commencing with the financial statements with respect to the fiscal
year ending December 31, 2022, in comparative form the figures as of the end of and for the previous year, reported on without qualification,
exception or explanatory paragraph as to “going concern” or arising out of the scope of the audit (other than any such exception
or explanatory paragraph (but not qualification) that is expressly with respect to, or expressly resulting from, (w) an upcoming
maturity date of any Indebtedness, (x) a potential or prospective inability to comply with a financial maintenance covenant (including
the covenant set forth in Section 7.1), (y) any “emphasis of matter” or (z) the activities, operations, financial
results, assets or liabilities of any Unrestricted Subsidiaries), by Deloitte & Touche LLP or another audit firm that has been
registered with the PCAOB and that is inspected on an annual basis by the PCAOB and (ii) a management’s discussion and analysis
of the important operational and financial developments during such fiscal year; and


 


(b)            within
45 days after the end of each of the first three quarterly periods of each fiscal year of Holdings (provided that, to the extent
that the SEC or other regulatory body (as applicable) has granted the ability to extend any quarterly financial statement reporting deadline
generally to all non-accelerated filers, and such extended deadline would be later than the deadline for delivery of the quarterly financial
statements hereunder, then such extended time period for delivery shall apply), commencing with the fiscal quarter ending March 31,
2022, (i) the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such quarter and
the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through
the end of such quarter, setting forth, in comparative form the figures as of the end of and for the corresponding period in the previous
year, certified by a Responsible Officer as fairly presenting in all material respects the financial condition of Holdings and its consolidated
Subsidiaries in conformity with GAAP (subject to normal year-end audit adjustments and the lack of complete footnotes) and (ii) a
management’s discussion and analysis of the important operational and financial developments during such fiscal quarter;


 


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


 






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Documents required to be delivered pursuant to
this Section 6.1 may also be delivered by posting such documents electronically with written notice of such posting to the Administrative
Agent and if so posted, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s
behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether
a commercial, third-party website or whether sponsored by the Administrative Agent).


 


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


 


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


 


(b)            concurrently
with the delivery of any financial statements pursuant to Section 6.1, commencing with delivery of financial statements for the
first period ending after the Closing Date, (i) a Compliance Certificate of a Responsible Officer on behalf of the Borrower (x) stating
that such Responsible Officer has obtained no knowledge of any Default or Event of Default that has occurred and is continuing except
as specified in such certificate and (y) containing information and calculations reasonably necessary for determining, on a consolidated
basis, compliance by Holdings and its Restricted Subsidiaries with the provisions of this Agreement referred to therein, including Section 7.1
(whether or not then required to be tested), and (ii) to the extent not previously disclosed to the Administrative Agent, (x) a
description of any Default or Event of Default that occurred, (y) a description of any new Subsidiary and of any change in the name
or jurisdiction of organization of any Loan Party since the date of the most recent list delivered pursuant to this clause (or, in the
case of the first such list so delivered, since the Closing Date) and (z) solely in the case of financial statements delivered pursuant
to 6.1(a), a listing of any material registrations of or applications for United States Intellectual Property by any Loan Party;


 


(c)            not
later than 90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2022, a consolidated
forecast for the following fiscal year (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end
of the following fiscal year and the related consolidated statements of projected cash flow and projected income);


 






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


 


(e)            promptly,
such additional financial and other information as the Administrative Agent (for its own account or upon the request from any Lender)
may from time to time reasonably request including information and documentation reasonably requested by the Administrative Agent
or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations,
including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.


 


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


 


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


 


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


 


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


 






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6.5            Maintenance
of Property; Insurance.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


6.8            Additional
Collateral, etc.


 


(a)            With
respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the aggregate,
of at least $7,500,000 acquired after the Closing Date by any Loan Party (other than (i) any interests in Real Property and any
Property described in paragraph (c) or paragraph (d) of this Section 6.8 and (ii) Instruments, Certificated Securities,
Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Collateral Agent for
the benefit of the Secured Parties does not have a perfected Lien, promptly (A) give notice of such Property to the Collateral Agent
and, subject to the receipt of any required Gaming Approvals (provided that, to the extent any such Gaming Approvals are required, the
Borrower and the applicable Loan Party shall inform the Collateral Agent thereof in writing and use commercially reasonable efforts to
receive such Gaming Approval), execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement
or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties
a security interest in such Property and (B) take all actions reasonably requested by the Collateral Agent to grant to the Collateral
Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with
the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing
Date to the extent the Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as
of the Closing Date), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by
the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of
$7,500,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security,
Security or Chattel Paper (or, if more than $7,500,000 in the aggregate payable under or in connection with the Collateral shall become
evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or
Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent
to be held as Collateral pursuant to this Agreement.


 






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(b)            With
respect to any fee interest in any Material Real Property acquired after the Closing Date by any Loan Party, (i) give notice of
such acquisition to the Collateral Agent and, if requested by the Collateral Agent, promptly (but in no event prior to ninety (90) days
after notice has been given of such acquisition to the Collateral Agent and in no event prior to the Borrower receiving confirmation
from the Collateral Agent that flood insurance due diligence and compliance in accordance with Section 6.5 hereof has been completed)
execute and deliver a first priority Mortgage (subject to liens permitted by Section 7.3 or other encumbrances or rights permitted
by the relevant Mortgage) in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such Real Property (provided
that no Mortgage shall be obtained if the Administrative Agent reasonably determines in consultation with the Borrower that the costs
of obtaining such Mortgage are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested
by the Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such
Real Property in an amount at least equal to the purchase price of such Material Real Property (or such other amount as shall be reasonably
specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the
title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing
survey has been provided and specifically incorporated into such title insurance policy or if the Administrative Agent reasonably determines
in consultation with the Borrower that the costs of obtaining such survey are excessive in relation to the value of the security to be
afforded thereby), each in form and substance reasonably satisfactory to the Collateral Agent, and (B) provide to the Collateral
Agent a life-of-loan flood hazard determination and, if such Material Real Property is located in a special flood hazard area, an acknowledged
notice to borrower and evidence of flood insurance in accordance with Section 6.5 hereof, and (iii) if requested by the Collateral
Agent, deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form
and substance reasonably satisfactory to the Collateral Agent.


 






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(c)            Except
as otherwise contemplated by Section 7.7(p), with respect to any new Domestic Subsidiary that is a Non-Excluded Subsidiary created
or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any Subsidiary that was previously an Excluded
Subsidiary that becomes a Non-Excluded Subsidiary) by any Loan Party, promptly (i) give notice of such acquisition or creation to
the Collateral Agent and, if requested by the Collateral Agent, subject to the receipt of any required Gaming Approvals (provided that,
to the extent any such Gaming Approvals are required, the Borrower and the applicable Loan Party shall inform the Collateral Agent thereof
in writing and use commercially reasonable efforts to receive such Gaming Approval), execute and deliver to the Collateral Agent such
amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary to grant
to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security
Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary that is owned by such Loan
Party, (ii) subject to the receipt of any Gaming Approvals required for the pledge of any Capital Stock (provided that, to the extent
any such Gaming Approvals are required, the Borrower and the applicable Loan Party shall inform the Collateral Agent thereof in writing
and use commercially reasonable efforts to receive such Gaming Approval), deliver to the Collateral Agent the certificates, if any, representing
such Capital Stock (other than Excluded Collateral), together with undated stock powers, in blank, executed and delivered by a duly authorized
officer of such Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement
and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured
Parties, a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17)
in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent the Collateral
Agent, for the benefit of the Secured Parties, has a perfected security interest in the same type of Collateral as of the Closing Date),
including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral
Agreement or by law or as may be reasonably requested by the Collateral Agent. Without limiting the foregoing, if (i) the aggregate
Consolidated Total Assets or annual consolidated revenues of all Restricted Subsidiaries designated as “Immaterial Subsidiaries”
hereunder shall at any time exceed 10.0% of Consolidated Total Assets or annual consolidated revenues, respectively, of Holdings and
its Restricted Subsidiaries (based on the most recent financial statements delivered pursuant to Section 6.1 prior to such time)
or (ii) if any Restricted Subsidiary shall at any time cease to constitute an Immaterial Subsidiary under the definition of “Immaterial
Subsidiary” (based on the most recent financial statements delivered pursuant to Section 6.1 prior to such time), the Borrower
shall promptly, (x) in the case of clause (i) above, rescind the designation as “Immaterial Subsidiaries” of one
or more of such Restricted Subsidiaries so that, after giving effect thereto, the aggregate Consolidated Total Assets or annual consolidated
revenues, as applicable, of all Restricted Subsidiaries so designated (and which designations have not been rescinded) shall not exceed
10.0% of Consolidated Total Assets or annual consolidated revenues, respectively, of Holdings and its Restricted Subsidiaries (based
on the most recent financial statements delivered pursuant to Section 6.1 prior to such time), as applicable, and (y) in the
case of clauses (i) and (ii) above, to the extent not already effected, (A) cause each affected Restricted Subsidiary
to take such actions to become a “Subsidiary Guarantor” hereunder and under the Guarantee and Collateral Agreement and execute
and deliver the documents and other instruments referred to in this paragraph (c) to the extent such affected Subsidiary is not
otherwise an Excluded Subsidiary and (B) cause the owner of the Capital Stock of such affected Restricted Subsidiary to take such
actions to pledge such Capital Stock to the extent required by, and otherwise in accordance with, the Guarantee and Collateral Agreement
and execute and deliver the documents and other instruments required hereby and thereby unless such Capital Stock otherwise constitutes
Excluded Collateral.


 


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


 


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


 


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


 






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


 


6.9            Use
of Proceeds. Use proceeds of the Initial Term B Loans borrowed on the Closing Date to effect the Transactions, to pay Transaction
Costs and for other general corporate purposes of Holdings and its Subsidiaries not prohibited by this Agreement and use proceeds of
the Revolving Loans and use the Letters of Credit to finance Permitted Acquisitions and Investments permitted hereunder and for other
purposes of Holdings and its Subsidiaries not prohibited by this Agreement.


 


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


 


6.11          Credit
Ratings. Use commercially reasonable efforts to maintain a corporate credit rating from S&P and a corporate family rating from
Moody’s, in each case, with respect to the Borrower, and a credit rating from S&P and Moody’s with respect to the Facilities,
but not, in any such case, a specific rating.


 


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


 


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


 






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SECTION 7.            NEGATIVE
COVENANTS


 


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



 


7.1            Financial
Covenant. As of the end of each fiscal quarter of Holdings (commencing with the first full fiscal quarter ended after the Closing
Date), permit the Consolidated Net First Lien Leverage Ratio as of the end of such fiscal quarter of Holdings and its Restricted Subsidiaries
to be greater than 4.50:1.00; provided that the Consolidated Net First Lien Leverage shall only be tested pursuant to this Section 7.1
if the aggregate Revolving Extensions of Credit of all Revolving Lenders (excluding any undrawn Letters of Credit that are cash collateralized
or any other undrawn Letters of Credit not to exceed $5,000,000) exceeds 30% of the Revolving Commitments.


 


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


 


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


 


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


 


(c)            Indebtedness
(including Capital Lease Obligations) secured by Liens in an aggregate principal amount, when combined with the aggregate principal amount
of Indebtedness outstanding under clauses (t) and (u) of this Section 7.2, not to exceed the greater of (i) $375,000,000
and (ii) 59% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period, at any
one time outstanding;


 


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


 


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


 


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


 


(g)            Indebtedness
in the form of New Incremental Notes and Permitted Refinancings thereof;


 


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


 






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


 


(j)             additional
Indebtedness of Holdings or any of its Restricted Subsidiaries in an aggregate principal amount (for Holdings, the Borrower and all Restricted
Subsidiaries), not to exceed the greater of (i) $640,000,000 and (ii) 100% of Consolidated EBITDA of Holdings and its Restricted
Subsidiaries for the most recently ended Test Period, at any time outstanding;


 


(k)             Indebtedness
of Non-Guarantor Subsidiaries, in an aggregate principal amount, when combined with the aggregate principal amount of Indebtedness outstanding
under clause (s)(iii) of this Section 7.2, not to exceed the greater of (i) $175,000,000 and (ii) 27% of Consolidated
EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period, at any time outstanding;


 


(l)             Indebtedness
of Holdings or any of its Restricted Subsidiaries in respect of workers’ compensation claims, bank guarantees, warehouse receipts
or similar facilities, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations,
performance, bid, customs, government, VAT, duty, tariff, appeal and surety bonds, completion guarantees, and other obligations of a
similar nature, in each case in the ordinary course of business;


 


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


 


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


 


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


 


(p)            Indebtedness
of Holdings or any Restricted Subsidiary under the 2025 Notes, 2028 Notes and 2029 Notes and any Permitted Refinancing of any of the
foregoing;


 


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


 


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


 


(s)            (i) Guarantee
Obligations made in the ordinary course of business; provided that such Guarantee Obligations are not of Indebtedness for Borrowed
Money, (ii) Guarantee Obligations in respect of lease obligations of Holdings and its Restricted Subsidiaries, (iii) Guarantee
Obligations in respect of Indebtedness of joint ventures or Unrestricted Subsidiaries; provided that the aggregate principal amount
of any such Guarantee Obligations under this sub-clause (iii), when combined with the aggregate principal amount of Indebtedness outstanding
under clause (k) of this Section 7.2, shall not exceed the greater of (A) $175,000,000 and (B) 27% of Consolidated
EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period, at any time outstanding, (iv) Guarantee
Obligations in respect of Indebtedness permitted by clause (r)(ii) above and (v) Guarantee Obligations by Holdings or any of
its Restricted Subsidiaries of any Restricted Subsidiary’s purchase obligations under supplier agreements and in respect of obligations
of or to customers, distributors, franchisees, lessors, licensees and sublicensees; provided that such Guarantee Obligations are
not of Indebtedness for Borrowed Money;


 






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(t)            (x) Indebtedness
of any Person that becomes a Restricted Subsidiary or is merged with or into Holdings or any of its Restricted Subsidiaries after the
Closing Date (a “New Subsidiary”) or that is associated with assets being purchased or otherwise acquired, in each
case, as part of an acquisition, merger or consolidation or amalgamation or other Investment not prohibited hereunder; provided
that (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary or is acquired, merged, consolidated or
amalgamated by, with or into Holdings or such Restricted Subsidiary or when such assets are acquired and is not created in contemplation
of or in connection with such Person becoming a Restricted Subsidiary or with such merger (except to the extent such Indebtedness refinanced
other Indebtedness to facilitate such Person becoming a Restricted Subsidiary or to facilitate such merger) or such asset acquisition,
(B) the aggregate principal amount of Indebtedness permitted by this clause (t) and Sections 7.2(c) and 7.2(u) shall
not exceed the greater of (i) $375,000,000 and (ii) 59% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries
for the most recently ended Test Period, at any time outstanding, and (C) neither Holdings nor any of its Restricted Subsidiaries
(other than the applicable New Subsidiary and its Subsidiaries) shall provide security therefor and (y) Permitted Refinancings of
the Indebtedness referred to in clause (x) of this paragraph (t);


 


(u)            Indebtedness
incurred to finance any acquisition or other Investment permitted under Section 7.7 in an aggregate amount for all such Indebtedness
together with the aggregate principal amount of Indebtedness permitted by Sections 7.2(c) and 7.2(t) not to exceed the greater
of (i) $375,000,000 and (ii) 59% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended
Test Period, at any time outstanding;


 






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(v)            (A) other
Indebtedness so long as, at the time of incurrence thereof, (1) if secured on a pari passu basis with the Obligations, after giving
pro forma effect to the incurrence of such Indebtedness and the intended use of proceeds thereof determined as of the last day
of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, the Consolidated
Net First Lien Leverage Ratio of Holdings and its Restricted Subsidiaries shall be equal to or less than (x) 3.50 to 1.00 or (y) in
the case of Indebtedness incurred to finance a Permitted Acquisition or other permitted Investment, the Consolidated Net First Lien Leverage
Ratio immediately prior to the incurrence of such Indebtedness, (2) if secured on a junior basis to the Obligations, after giving
pro forma effect to the incurrence of such Indebtedness and the intended use of proceeds thereof determined as of the last day
of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, the Consolidated
Net Secured Leverage Ratio is equal to or less than (x) 4.50 to 1.00 or (y) in the case of Indebtedness incurred to finance
a Permitted Acquisition or other permitted Investment, the Consolidated Net Secured Leverage Ratio immediately prior to the incurrence
of such Indebtedness, (3) if unsecured or secured by assets that do not constitute Collateral, after giving pro forma effect
to the incurrence of such Indebtedness and the intended use of proceeds thereof determined as of the last day of the fiscal quarter most
recently then ended for which financial statements have been delivered pursuant to Section 6.1, either (I) the Consolidated
Net Total Leverage Ratio is equal to or less than (x) 5.50:1.00 or (y) in the case of Indebtedness incurred to finance a Permitted
Acquisition or other permitted Investment, the Consolidated Net Total Leverage Ratio immediately prior to the incurrence of such Indebtedness
or (II) the Fixed Charge Coverage Ratio is equal to or greater than (x) 2.00 to 1.00 or (y) in the case of Indebtedness
incurred to finance a Permitted Acquisition or other permitted Investment, the Fixed Charge Coverage Ratio immediately prior to the incurrence
of such Indebtedness, (4) no Event of Default shall be continuing immediately after giving effect to the incurrence of such Indebtedness;
(5) the terms of which Indebtedness do not provide for a maturity date or weighted average life to maturity earlier than the Latest
Maturity Date or shorter than the weighted average life to maturity of the Latest Maturing Term Loans (other than an earlier maturity
date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would
either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity
date or a shorter weighted average life to maturity than the Latest Maturity Date or the weighted average life to maturity of the Latest
Maturing Term Loans, as applicable); and (6) any such Indebtedness that is secured shall be subject to an Other Intercreditor Agreement;
provided that the amount of Indebtedness which may be incurred pursuant to this paragraph (v) by Non-Guarantor Subsidiaries
shall not exceed, at any time outstanding, the sum of (I) the greater of $100,000,000 and 15% of Consolidated EBITDA of Holdings
and its Restricted Subsidiaries for the most recently ended Test Period, at the time of such incurrence, plus (II) $400,000,000
so long as the Net Cash Proceeds of such Indebtedness incurred pursuant to this clause (II) is applied to pay or prepay the Obligations,
and (B) Permitted Refinancings of any of the Indebtedness referred to in clause (A) of this paragraph (v);


 


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


 


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


 


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


 


(z)            (i) Indebtedness
of Holdings or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with respect to
any Subsidiary or joint venture in the ordinary course of business and (ii) Indebtedness of Holdings or any of its Restricted Subsidiaries
to any joint venture (regardless of the form of legal entity) that is not a Subsidiary arising in the ordinary course of business in
connection with the cash management operations (including in respect of intercompany self-insurance arrangements);


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)            Liens
(i) in existence on the Closing Date (after giving effect to the Transactions) listed on Schedule 7.3(f) (or to the extent
not listed on such Schedule 7.3(f), where the Fair Market Value of the Property to which such Lien is attached is less than $10,000,000),
(ii) securing Indebtedness permitted by Section 7.2(d) and (iii) created after the Closing Date in connection with
any refinancing, refundings, or renewals or extensions thereof permitted by Section 7.2(d);


 






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


 


(h)            Liens
created pursuant to the Loan Documents;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(r)            Liens
on cash deposits securing any Hedge Agreements permitted hereunder in an aggregate amount not to exceed $10,000,000 at any time outstanding;


 


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


 


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


 


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


 


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


 


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


 


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


 


(y)            other
Liens with respect to obligations that do not exceed the greater of (i) $200,000,000 and (ii) 31% of Consolidated EBITDA of
Holdings and its Restricted Subsidiaries for the most recently ended Test Period, at any time outstanding;


 


(z)             licenses,
sublicenses, cross-licensing or pooling of, or similar arrangements with respect to, Intellectual Property granted by Holdings or
any of its Restricted Subsidiaries which do not interfere in any material respect with the ordinary conduct of the business of Holdings
or such Restricted Subsidiary;


 


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


 






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


 


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


 


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


 


7.4            Fundamental
Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation
or dissolution), or Dispose of all or substantially all of its Property or business, except that:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(i)             any
Restricted Subsidiary may merge or consolidate with the Borrower (including a merger, the purpose of which is to reorganize any
Borrower into a new jurisdiction); provided that (A) such Borrower shall be a person organized under the laws of the United
States, any state thereof or the District of Columbia, and the Borrower shall be the continuing or surviving Person or the surviving
Person shall expressly assume the obligations of such Borrower pursuant to documents reasonably acceptable to the Administrative Agent
and (B) the surviving person shall provide any documentation and other information about such person as shall have been reasonably
requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by
regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including
Title III of the USA PATRIOT Act; and


 


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


 


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


 


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


 


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


 






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(c)            Dispositions
permitted by Section 7.4;


 


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


 


(e)            the
Disposition of assets for Fair Market Value; provided that (i) at least 75% of the total consideration for any such Disposition
in excess of $25,000,000 received by Holdings and its Restricted Subsidiaries is in the form of cash or Cash Equivalents, (ii) no
Event of Default then exists or would result from such Disposition, and (iii) the requirements of Section 2.12(b), to the extent
applicable, are complied with in connection therewith; provided, however, that for purposes of clause (i) above, the
following shall be deemed to be cash: (A) any liabilities (as shown on Holdings’ or such Restricted Subsidiary’s most
recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary (other than liabilities
that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition
and for which Holdings and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any
securities received by Holdings or such Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted
Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following
the closing of the applicable Disposition, and (C) any Designated Non-cash Consideration received by Holdings or any of its Restricted
Subsidiaries in such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration
received pursuant to this clause (e) that is at that time outstanding, not to exceed the greater of (I) $70,000,000 and (II) 11%
of Consolidated EBITDA of Holdings and its Restricted Subsidiaries at the time of the receipt of such Designated Non-cash Consideration
(with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving
effect to subsequent changes in value);


 


(f)            (i) any
Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith and (ii) any
event that would constitute a Recovery Event but for the Dollar threshold set forth in the definition thereof;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(o)            (i) Liens
permitted by Section 7.3, (ii) Restricted Payments permitted by Section 7.6, and (iii) Investments permitted by Section 7.7;


 


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


 


(q)            [reserved];


 


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


 


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


 


(t)             the
Disposition of the Sports Betting Business;


 


(u)            Dispositions
involving the spin-off of a line of business so long as (i) after giving pro forma effect thereto, determined as of the last
day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, the
Consolidated Net Total Leverage Ratio of Holdings and its Restricted Subsidiaries shall be no greater than 4.00 to 1.00, and (ii) no
more than 7.0% of Consolidated EBITDA in the aggregate for all such Dispositions, determined as of the last day of the fiscal quarter
most recently then ended for which financial statements have been delivered pursuant to Section 6.1, is disposed pursuant to this
paragraph (u);


 


(v)            [reserved];


 






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(w)           the
Disposition of the Social Gaming Business, including any Unrestricted Subsidiary comprising the Social Gaming Business; and


 


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


 


Notwithstanding
anything to the contrary in this Section 7.5, no Loan Party nor any Restricted Subsidiary shall, directly or indirectly,
sell or otherwise transfer any Material Intellectual Property to any Unrestricted Subsidiary other than in connection with a bona
fide transaction for fair market value (as determined by the Borrower in its reasonable discretion).


 


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


 


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


 


(b)            Holdings
may make Restricted Payments in an aggregate amount not to exceed (i) the Base Available Amount plus (ii) the Available
Amount; provided that, in the case of clause (ii), (A) no Event of Default is continuing or would result therefrom and (B) the
Consolidated Net Total Leverage Ratio shall not exceed 4.50 to 1.00 on a pro forma basis as of the end of the most recently ended
Test Period for which financial statements have been delivered pursuant to Section 6.1 at the time of such Restricted Payment;


 


(c)            Holdings
may make Restricted Payments to any Parent Company to permit such Parent Company to pay (i) any taxes which are due and payable
by such Parent Company, Holdings and its Restricted Subsidiaries as part of a consolidated group to the extent such taxes are directly
attributable to the income of Holdings and its Subsidiaries (the “Consolidated Group”), provided that the total
amount of any payment pursuant to this clause for any taxable period shall not exceed the amount that the Consolidated Group would be
required to pay in respect of federal, state and local income taxes for such period, determined by taking into account any available
net operating loss carryovers or other tax attributes of the Consolidated Group as if the Consolidated Group filed a separate consolidated,
combined, unitary or affiliated income tax return, less the amount of any such taxes payable directly by the Consolidated Group, (ii) customary
fees, salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, their current and former officers
and employees and members of their Board of Directors, (iii) ordinary course corporate operating expenses and other fees and expenses
required to maintain its corporate existence, (iv) fees and expenses to the extent permitted under clause (i) of the second
sentence of Section 7.9, (v) reasonable fees and expenses incurred in connection with any debt or equity offering by Holdings
or any Parent Company, to the extent the proceeds thereof are (or, in the case of an unsuccessful offering, were intended to be) used
for the benefit of Holdings and its Restricted Subsidiaries, whether or not completed and (vi) reasonable fees and expenses in connection
with compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement
or any other Loan Document;


 






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


 


(e)            Holdings
and any of its Restricted Subsidiaries may make Restricted Payments to, directly or indirectly, purchase the Capital Stock of Holdings,
the Borrower, any Parent Company or any Subsidiary from present or former officers, directors, consultants, agents or employees (or their
estates, trusts, family members or former spouses) of Holdings, the Borrower, any Parent Company or any Subsidiary upon the death, disability,
retirement or termination of the applicable officer, director, consultant, agent or employee or pursuant to any equity subscription agreement,
stock option or equity incentive award agreement, shareholders’ or members’ agreement or similar agreement, plan or arrangement;
provided that the aggregate amount of payments under this clause (e) in any fiscal year of Holdings shall not exceed the
sum of (i) $20,000,000 in any fiscal year, plus (ii) any proceeds received from key man life insurance policies, plus
(iii) any proceeds received by Holdings, the Borrower, or any Parent Company during such fiscal year from sales of the Capital
Stock of Holdings, the Borrower or any Parent Company to directors, officers, consultants or employees of Holdings, the Borrower, any
Parent Company or any Subsidiary in connection with permitted employee compensation and incentive arrangements; provided that
any Restricted Payments permitted (but not made) pursuant to sub-clause (i), (ii) or (iii) of this clause (e) in any prior
fiscal year may be carried forward to any subsequent fiscal year (subject to an annual cap of no greater than $40,000,000), and provided,
further, that cancellation of Indebtedness owing to Holdings or any Restricted Subsidiary by any member of management of Holdings,
any Parent Company, the Borrower or any Subsidiary in connection with a repurchase of the Capital Stock of the Borrower, Holdings or
any Parent Company will not be deemed to constitute a Restricted Payment for purposes of this Section 7.6;


 


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


 


(g)            Holdings
may make Restricted Payments with the cash proceeds contributed to its common equity from the Net Cash Proceeds of any Equity Issuance
Not Otherwise Applied, so long as, with respect to any such Restricted Payments, no Event of Default shall have occurred and be continuing
or would result therefrom;


 


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


 






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(i)             [Reserved;]


 


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


 


(k)            (i) any
non-wholly owned Restricted Subsidiary of Holdings may declare and pay cash dividends to its equity holders generally so long as Holdings
or its respective Subsidiary which owns the equity interests in the Restricted Subsidiary paying such dividend receives at least its
proportional share thereof (based upon its relative holding of the equity interests in the Restricted Subsidiary paying such dividends
and taking into account the relative preferences, if any, of the various classes of equity interest of such Restricted Subsidiary), and
(ii) any non-wholly owned Restricted Subsidiary of Holdings may make Restricted Payments to one or more of its equity holders (which
payments need not be proportional) in lieu of or to effect an earnout so long as (x) such payment is in the form of such Restricted
Subsidiary’s Capital Stock and (y) such Restricted Subsidiary continues to be a Restricted Subsidiary after giving effect
thereto;


 


(l)             Holdings
may make additional Restricted Payments; provided that (i) immediately before and after giving effect to any such Restricted
Payment, no Event of Default shall have occurred and be continuing and (ii) the Consolidated Net Total Leverage Ratio shall not
exceed 3.50 to 1.00 on a pro forma basis as of the end of the most recently ended Test Period for which financial statements have been
delivered pursuant to Section 6.1 at the time of such Restricted Payment;


 


(m)           Holdings
may make Restricted Payments in an aggregate amount under this clause (m) not to exceed (x) the greater of (i) $20,000,000
and (ii) 3.0% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period, at the
time such Restricted Payment is made, in any fiscal year of Holdings; provided that Holdings may carry forward any unused amounts
under this clause (x) to subsequent fiscal years; less (y) the sum of (i) the aggregate amount of any Investment
made pursuant to Section 7.7(v)(iv) using amounts under this paragraph (m), and (ii) the aggregate amount of any prepayment,
redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing or Permitted Refinancing
thereof pursuant to Section 7.8(iv)(y) during such fiscal year of Holdings;


 


(n)            the
payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment,
such payment would have been permitted pursuant to another clause of this Section 7.6;


 


(o)            provided
that no Event of Default is continuing or would result therefrom, Holdings may make other Restricted Payments in an amount not to
exceed the greater of (i) $425,000,000 and (ii) 66% of Consolidated EBITDA determined as of the last day of the fiscal quarter
most recently then ended for which financial statements have been delivered pursuant to Section 6.1 less (i) the aggregate
amount of any prepayment, redemption, purchase, defeasement or other satisfaction prior to the scheduled maturity of any Junior Financing
or Permitted Refinancing thereof pursuant to Section 7.8(iv)(y) to the extent not deducted from clause (m) above and (ii) the
aggregate amount of any Investment made pursuant to Section 7.7(v)(iv) using amounts under this paragraph (o); and


 






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(p)            Holdings
may make Restricted Payments (to the extent such payments would constitute Restricted Payments) pursuant to and in accordance with any
Hedge Agreement in connection with a convertible debt instrument; provided that, the aggregate amount of all such Restricted Payments
minus cash received from counterparties to such Hedge Agreements upon entering into such Hedge Agreements shall not exceed $50,000,000.


 


7.7            Investments.
Make any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to, or purchase any Capital Stock,
bonds, notes, debentures or other debt securities of, or all or substantially all of the assets constituting an ongoing business from,
or make any other similar investment in, any other Person (all of the foregoing, “Investments”), except:


 


(a)            (i) extensions
of trade credit in the ordinary course of business, (ii) loans and advances made to distributors, customers, vendors and suppliers
in the ordinary course of business or in accordance with market practices, (iii) purchases and acquisitions of inventory, supplies,
materials and equipment or purchases of contract rights or licenses or leases of Intellectual Property, in each case in the ordinary
course of business, to the extent such purchases and acquisitions constitute Investments, and (iv) Investments among Holdings and
its Restricted Subsidiaries in connection with the sale of inventory and parts in the ordinary course of business;


 


(b)            Investments
in Cash Equivalents and Investments that were Cash Equivalents when made;


 


(c)            Investments
arising in connection with (i) the incurrence of Indebtedness permitted by Section 7.2 to the extent arising as a result of
Indebtedness among Holdings or any of its Restricted Subsidiaries and Guarantee Obligations permitted by Section 7.2 and payments
made in respect of such Guarantee Obligations, (ii) the forgiveness or conversion to equity of any Indebtedness permitted by Section 7.2
and (iii) guarantees by Holdings or any of its Restricted Subsidiaries of leases (other than Capital Lease Obligations) or of other
obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;


 


(d)            loans
and advances to employees, consultants or directors of any Parent Company, Holdings or any of its Restricted Subsidiaries in the ordinary
course of business in an aggregate amount (for Holdings and all of its Restricted Subsidiaries) not to exceed $5,000,000 (excluding (for
purposes of such cap) tuition advances, travel and entertainment expenses, but including relocation expenses) at any one time outstanding;


 


(e)            Investments
(i) (other than those relating to the incurrence of Indebtedness permitted by Section 7.7(c)) by Holdings or any of its Restricted
Subsidiaries in Holdings, the Borrower or any Person that, prior to such Investment, is a Loan Party (or is a Domestic Subsidiary that
becomes a Loan Party in connection with such Investment), (ii) by Loan Parties in any Non-Guarantor Subsidiaries so long as such
Investment is part of a series of Investments by Restricted Subsidiaries in other Restricted Subsidiaries that result in the proceeds
of the initial Investment being invested in one or more Loan Parties and (iii) comprised solely of equity purchases by Holdings
or any of its Restricted Subsidiaries in any other Restricted Subsidiary made for tax purposes, so long as the Borrower provides to the
Administrative Agent evidence reasonably acceptable to the Administrative Agent that, after giving pro forma effect to such Investments,
the granting, perfection, validity and priority of the security interest of the Secured Parties in the Collateral, taken as a whole,
is not impaired in any material respect by such Investment;


 






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(f)             Permitted
Acquisitions to the extent that any Person or Property acquired in such acquisition becomes a Restricted Subsidiary or a part of a Restricted
Subsidiary; provided that immediately before and after giving effect to any such Permitted Acquisition, no Event of Default shall
have occurred and be continuing; provided, further that Permitted Acquisitions of Persons that do not become Subsidiary
Guarantors shall not exceed the greater of $250,000,000 and 39% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for
the most recently ended Test Period at the time of such Investment;


 


(g)            loans
by Holdings or any of its Restricted Subsidiaries to the employees, officers or directors of any Parent Company, Holdings or any of its
Restricted Subsidiaries in connection with management incentive plans; provided that such loans represent cashless transactions
pursuant to which such employees, officers or directors directly (or indirectly) invest the proceeds of such loans in the Capital Stock
of Holdings or a Parent Company;


 


(h)            Investments
by Holdings and its Restricted Subsidiaries in Unrestricted Subsidiaries, joint ventures or similar arrangements in an aggregate amount
at any time outstanding (for Holdings and all of its Restricted Subsidiaries), not to exceed the sum of (A) the greater of $250,000,000
and 39% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period at the time of such
Investment, plus (B) the amount, if any, that is then available for Investments pursuant to Section 7.7(z)(ii)(A), plus
(C) an amount equal to the Base Available Amount, plus (D) an amount equal to the Available Amount; provided
that no Investment may be made pursuant to this clause (h) in any Unrestricted Subsidiary for the purpose of making a Restricted
Payment unless such Investment is made using the Base Available Amount or the Available Amount;


 


(i)             Investments
(including debt obligations) received in the ordinary course of business by Holdings or any of its Restricted Subsidiaries in connection
with the bankruptcy or reorganization of suppliers, customers and other Persons and in settlement of delinquent obligations of, and other
disputes with, suppliers, customers and other Persons arising in the ordinary course of business;


 


(j)             Investments
by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary;


 


(k)            Investments
in existence on, or pursuant to legally binding written commitments in existence on, the Closing Date (after giving effect to the Transactions)
and listed on Schedule 7.7 and, in each case, any extensions or renewals thereof, so long as the amount of any Investment made pursuant
to this clause (k) is not increased (other than pursuant to such legally binding commitments);


 


(l)             Investments
of Holdings or any of its Restricted Subsidiaries under Hedge Agreements permitted hereunder;


 


(m)           Investments
of any Person in existence at the time such Person becomes a Restricted Subsidiary; provided that such Investment was not made
in connection with or in anticipation of such Person becoming a Restricted Subsidiary;


 


(n)            the
purchase or repurchase of Capital Stock issued by the Social Gaming Business in an aggregate amount not to exceed $350,000,000;


 


(o)            to
the extent constituting Investments, transactions expressly permitted (other than by reference to this Section 7.7 or any clause
thereof) under Sections 7.4, 7.5, 7.6 and 7.8;


 






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(p)            Subsidiaries
of Holdings may be established or created, if (i) to the extent such new Subsidiary is a Domestic Subsidiary, Holdings and such
Subsidiary comply with the provisions of Section 6.8(c) and (ii) to the extent such new Subsidiary is a Foreign Subsidiary,
Holdings complies with the provisions of Section 6.8(d); provided that, in each case, to the extent such new Subsidiary is
created solely for the purpose of consummating a merger, consolidation, amalgamation or similar transaction pursuant to an acquisition
permitted by this Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any consideration contributed
to it contemporaneously with the closing of such transactions, such new Subsidiary shall not be required to take the actions set forth
in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated (at which time the surviving entity
of the respective transaction shall be required to so comply within ten Business Days or such longer period as the Administrative Agent
shall agree);


 


(q)            Investments
arising directly out of the receipt by Holdings or any of its Restricted Subsidiaries of non-cash consideration for any sale of assets
permitted under Section 7.5;


 


(r)            Investments
resulting from pledges and deposits referred to in Sections 7.3(c) and (d);


 


(s)            Investments
consisting of (i) the licensing, sublicensing, cross-licensing, pooling or contribution of, or similar arrangements with respect
to, Intellectual Property, and (ii) the transfer or licensing of non-U.S. Intellectual Property to a Foreign Subsidiary;


 


(t)            any
Investment in a Non-Guarantor Subsidiary or in a joint venture to the extent such Investment is substantially contemporaneously repaid
in full with a dividend or other distribution from such Non-Guarantor Subsidiary or joint venture;


 


(u)            Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform
Commercial Code Article 4 customary trade arrangements with customers;


 


(v)            additional
Investments so long as the aggregate amount thereof outstanding at no time exceeds the sum of (i) the greater of $400,000,000 and
63% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period at the time of such Investment
plus (ii) an amount equal to the Base Available Amount plus (iii) an amount equal to the Available Amount plus
(iv) the amount, if any, that is then available for Restricted Payments pursuant to Sections 7.6(m) and 7.6(o); provided
that no Investment may be made pursuant to this clause (v) in any Unrestricted Subsidiary for the purpose of making a Restricted
Payment unless such Investment is made using the Base Available Amount or the Available Amount;


 


(w)           advances
of payroll payments to employees, or fee payments to directors or consultants, in the ordinary course of business;


 


(x)            Investments
constituting loans or advances in lieu of Restricted Payments permitted pursuant to Section 7.6;


 


(y)            [reserved];


 






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(z)            (i) Investments
by any Loan Party in any Non-Guarantor Subsidiary of Capital Stock, Property and cash with an aggregate value not to exceed the aggregate
value of any Capital Stock, Property and cash previously transferred to any Loan Party pursuant to any Investment made in, or any dividend
or similar distribution paid to, any Loan Party by any Non-Guarantor Subsidiary on and after the Closing Date; provided that the
aggregate amount of any such Investments made in cash by any Loan Party in any Non-Guarantor Subsidiary pursuant to this clause (i) shall
not exceed the aggregate amount of Investments in cash previously made by any Non-Guarantor Subsidiary in any Loan Party and cash dividends
and similar cash distributions received by any Loan Party from any Non-Guarantor Subsidiary, in each case, on and after the Closing Date;
provided, further, that (x) to the extent that any such Investment by any Non-Guarantor Subsidiary in any Loan Party
is made in the form of Indebtedness owing by a Loan Party to a Non-Guarantor Subsidiary, the amount of any payment of principal and interest
and other amounts paid in respect of such Indebtedness shall be treated as an Investment in the applicable Non-Guarantor Subsidiary and
shall be included for purposes of determining compliance with the limitations on Investments by Loan Parties in Non-Guarantor Subsidiaries,
and (y) any such Investment consisting of loans or advances made by any Non-Guarantor Subsidiary to any Loan Party shall be subordinated
to the Obligations in a manner reasonably satisfactory to the Administrative Agent; provided, however, that the terms of
such subordination shall not provide for any restrictions on repayment of such intercompany Investments unless an Event of Default has
occurred and is continuing hereunder; and (ii) other Investments by any Loan Party in any Non-Guarantor Subsidiary not to exceed
the sum of (A) the greater of $150,000,000 and 24% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most
recently ended Test Period, plus (B) the amount, if any, that is then available for Investments pursuant to Section 7.7(h)(A),
plus (C) an amount equal to the Base Available Amount, plus (D) an amount equal to the Available Amount; provided,
that no Investment may be made pursuant to this clause (z) in any Unrestricted Subsidiary for the purpose of making a Restricted
Payment unless such Investment is made using the Base Available Amount or the Available Amount;


 


(aa)          Investments
to the extent that payment for such Investments is made solely by the issuance of Capital Stock (other than Disqualified Capital Stock)
of Holdings (or any Parent Company) to the seller of such Investments;


 


(bb)         Investments
in respect of prize, jackpot, deposit, payment processing and player account management operations, including as may be placed in trust
accounts;


 


(cc)          additional
Investments; provided that (i) immediately before and after giving effect to any such Investment, no Event of Default shall have
occurred and be continuing and (ii) the Consolidated Net Total Leverage Ratio shall not exceed 3.75 to 1.00 on a pro forma basis
as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1
at the time of such Investment;


 


(dd)         [reserved];
and


 


(ee)          to
the extent constituting an Investment, any Capital Stock received as consideration in connection with the Disposition of the Sports Betting
Business.


 






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It is further understood and agreed that for purposes of determining
the value of any Investment outstanding for purposes of this Section 7.7, such amount shall be deemed to be the amount of such Investment
when made, purchased or acquired less any returns on such Investment (not to exceed the original amount invested).


 


Notwithstanding
anything to the contrary in this Section 7.7, no Loan Party nor any Restricted Subsidiary shall, directly or indirectly,
sell or otherwise transfer any Material Intellectual Property to any Unrestricted Subsidiary other than in connection with a bona fide
transaction for fair market value (as determined by the Borrower in its reasonable discretion).


 


7.8            Prepayments,
Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the day that is 90 days before the scheduled
maturity thereof in any manner any Indebtedness that is expressly subordinated by contract in right of payment to the Obligations (other
than intercompany Indebtedness) or any Indebtedness that is secured by all or any part of the Collateral on a junior basis relative to
the Obligations (collectively, “Junior Financing”) (it being understood that payments of regularly scheduled interest
and principal on all of the foregoing shall be permitted), or make any payment in violation of any subordination terms of any Junior
Financing Documentation, except (i) a prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing made
in an amount not to exceed the (A) the Base Available Amount plus (B) the Available Amount; provided that immediately
before and immediately after giving pro forma effect to such prepayment, redemption, purchase, defeasement or other satisfaction, no
Event of Default shall have occurred and be continuing, (ii) the conversion of any Junior Financing to Capital Stock (other than
Disqualified Capital Stock) or the prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing with the proceeds
of an Equity Issuance Not Otherwise Applied (other than Disqualified Capital Stock or Cure Amounts), (iii) the refinancing of any
Junior Financing with any Permitted Refinancing thereof, (iv) the prepayment, redemption, purchase, defeasement or other satisfaction
prior to the day that is 90 days before the scheduled maturity of any Junior Financing or Permitted Refinancing thereof, in an aggregate
amount not to exceed (x) the greater of $150,000,000 and 24% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries
for the most recently ended Test Period, plus (y) the amount, if any, that is then available for Restricted Payments pursuant
to Section 7.6(m) or (o) (which amounts shall be reduced, without duplication, by any such amount previously utilized
pursuant to this clause (y)), (v) the prepayment, redemption, purchase, defeasance or other satisfaction of any Indebtedness incurred
or assumed pursuant to Section 7.2(t) or (u), and (vi) additional prepayments, redemptions, purchases, defeasements or
other satisfactions of Junior Financing; provided that (i) immediately before and after giving effect thereto, no Event of
Default shall have occurred and be continuing and (ii) the Consolidated Net Total Leverage Ratio shall not exceed 3.50 to 1.00 on
a pro forma basis as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to
Section 6.1 at the time thereof. For the avoidance of doubt, and notwithstanding anything to the contrary, Holdings and its Subsidiaries
may redeem, repurchase and otherwise satisfy and discharge any or all of the 2025 Notes, the 2028 Notes and the 2029 Notes with proceeds
of the Sports Betting Business Disposition.


 


7.9            Transactions
with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of Property, the rendering of any service
or the payment of any management, advisory or similar fees, with any Affiliate thereof (other than Holdings or any of its Restricted
Subsidiaries) unless such transaction is (a) otherwise not prohibited under this Agreement and (b) upon fair and reasonable
terms no less favorable to Holdings or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s-length
transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, Holdings and its Restricted Subsidiaries may (i) pay
to any Parent Company and its Affiliates fees, indemnities and expenses permitted by Section 7.6(i) and/or fees and expenses
in connection with the Transactions; (ii) enter into any transaction with an Affiliate that is not prohibited by the terms of this
Agreement to be entered into by Holdings or such Restricted Subsidiary with an Affiliate; (iii) make any Restricted Payment permitted
pursuant to Section 7.6 or any Investment permitted pursuant to Section 7.7; (iv) perform their obligations pursuant to
the Transactions; (v) enter into transactions with joint ventures for the purchase or sale of goods, equipment and services entered
into in the ordinary course of business; (vi) without being subject to the terms of this Section 7.9, enter into any transaction
with any Person which is an Affiliate of Holdings or the Borrower only by reason of such Person and Holdings or the Borrower, as applicable,
having common directors; (vii) issue Capital Stock to any direct or indirect owner of Holdings (including any Parent Company), or
any director, officer, employee or consultant thereof; (viii) enter into the transactions allowed pursuant to Section 10.6;
and (ix) enter into transactions set forth on Schedule 7.9. For the avoidance of doubt, this Section 7.9 shall not apply to
employment, benefits, compensation, bonus, retention and severance arrangements with, and payments of compensation or benefits (including
customary fees, expenses and indemnities) to or for the benefit of, current or former employees, consultants, officers or directors of
Holdings or any of its Restricted Subsidiaries in the ordinary course of business. For purposes of this Section 7.9, any transaction
with any Affiliate shall be deemed to have satisfied the standard set forth in clause (b) of the first sentence hereof if such transaction
is approved by a majority of the Disinterested Directors of the Board of Directors of Holdings or such Restricted Subsidiary, as applicable.
 “Disinterested Director” shall mean, with respect to any Person and transaction, a member of the Board of Directors
of such Person who does not have any material direct or indirect financial interest in or with respect to such transaction. A member
of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital
Stock of the Borrower, Holdings or any Parent Company or any options, warrants or other rights in respect of such Capital Stock.


 






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7.10          [Reserved].


 


7.11          Changes
in Fiscal Periods. Permit the fiscal year of Holdings to end on a day other than December 31; provided, that Holdings
may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative
Agent, in which case, Holdings, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any
adjustments to this Agreement that are necessary to reflect such change in fiscal year.


 


7.12          Negative
Pledge Clauses. Enter into any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer
to exist any Lien upon any of its Property, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any
Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than:


 


(a)            this
Agreement, the other Loan Documents and any Other Intercreditor Agreement;


 


(b)            any
agreements governing Indebtedness and/or other obligations secured by a Lien permitted by this Agreement (in which case, any prohibition
or limitation shall only be effective against the assets subject to such Liens permitted by this Agreement);


 


(c)            software
and other Intellectual Property licenses pursuant to which such Loan Party is the licensee of the relevant software or Intellectual Property,
as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject to the applicable license);


 


(d)            Contractual
Obligations incurred in the ordinary course of business which (i) limit Liens on the assets that are the subject of the applicable
Contractual Obligation or (ii) contain customary provisions restricting the assignment, transfer or pledge of such agreements;


 


(e)            any
agreements regarding Indebtedness or other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which
case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries);


 






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(f)             prohibitions
and limitations in effect on the Closing Date and listed on Schedule 7.12;


 


(g)            customary
provisions contained in joint venture agreements and other similar agreements applicable to joint ventures not prohibited by this Agreement;


 


(h)            customary
provisions restricting the subletting, assignment, pledge or other transfer of any lease governing a leasehold interest;


 


(i)             customary
restrictions and conditions contained in any agreement relating to any Disposition of Property, leases, subleases, licenses, sublicenses,
cross license, pooling and similar agreements not prohibited hereunder;


 


(j)             any
agreement in effect at the time any Person becomes a Subsidiary of Holdings or is merged with or into Holdings, so long as such agreement
was not entered into in contemplation of such Person becoming a Subsidiary of Holdings or of such merger;


 


(k)            restrictions
imposed by applicable law or regulation or license requirements;


 


(l)             restrictions
in any agreements or instruments relating to any Indebtedness permitted to be incurred by this Agreement (including indentures, instruments
or agreements governing any New Incremental Notes, instruments or agreements governing any Permitted Refinancing Obligations and indentures,
instruments or agreements governing any Permitted Refinancings of the foregoing) (i) if the encumbrances and restrictions contained
in any such agreement or instrument taken as a whole are not materially more restrictive on the Restricted Subsidiaries than the encumbrances
contained in this Agreement (as determined in good faith by the Borrower) or (ii) if such encumbrances and restrictions are customary
for similar financings in light of prevailing market conditions at the time of incurrence thereof (as determined in good faith by the
Borrower) and the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially
impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the Security Documents;


 


(m)            restrictions
in respect of Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(y) relating solely to the assets or proceeds
thereof secured by such Indebtedness;


 


(n)            customary
provisions restricting assignment of any agreement entered into in the ordinary course of business; and


 


(o)            restrictions
arising in connection with cash or other deposits not prohibited hereunder and limited to such cash or other deposit.


 






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7.13          Clauses
Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary
to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed
to, Holdings or any of its Restricted Subsidiaries or (b) make Investments in Holdings or any of its Restricted Subsidiaries, except
for such encumbrances or restrictions existing under or by reason of or consisting of (i) this Agreement or any other Loan Documents
and under any Other Intercreditor Agreement, (ii) an agreement that has been entered into in connection with the Disposition of
all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained
in Real Property leases entered into by Holdings and its Restricted Subsidiaries, so long as the Borrower has determined in good faith
that such net worth provisions would not reasonably be expected to impair the ability of the Borrower to meet its ongoing payment obligations
hereunder or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, (iv) agreements
related to Indebtedness permitted by this Agreement (including indentures, instruments or agreements governing any New Incremental Notes,
instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted
Refinancings of the foregoing) to the extent that (x) the encumbrances and restrictions contained in any such agreement or instrument
taken as a whole are not materially more restrictive on the Restricted Subsidiaries than the encumbrances and restrictions contained
in this Agreement (as determined in good faith by the Borrower) or (y) such encumbrances and restrictions are customary for similar
financings in light of prevailing market conditions at the time of incurrence thereof (as determined in good faith by the Borrower) and
the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the
Borrower’s ability to pay the Obligations when due, (v) licenses, sublicenses, cross-licensing or pooling by Holdings and
its Restricted Subsidiaries of, or similar arrangements with respect to, Intellectual Property in the ordinary course of business
(in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary
course of business which include customary provisions restricting the assignment, transfer or pledge thereof, (vii) customary provisions
contained in joint venture agreements and other similar agreements applicable to joint ventures not prohibited by this Agreement, (viii) customary
provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and
conditions contained in any agreement relating to any Disposition of Property, leases, subleases, licenses and similar agreements not
prohibited hereunder, (x) any agreement in effect at the time any Person becomes a Restricted Subsidiary, so long as such agreement
was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (xi) encumbrances or restrictions on cash
or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) encumbrances or restrictions
imposed by applicable law, regulation or customary license requirements, (xiii) restrictions contained in the documentation governing
the 2025 Notes, 2028 Notes and/or the 2029 Notes, and any Permitted Refinancing of any of the foregoing, and (xiv) any agreement
in effect on the Closing Date and described on Schedule 7.13.


 


7.14            Limitation
on Hedge Agreements. Enter into any Hedge Agreement other than Hedge Agreements entered into in the ordinary course of business,
and not for speculative purposes.


 


SECTION 8.           EVENTS
OF DEFAULT


 


8.1            Events
of Default. If any of the following events shall occur and be continuing:


 


(a)            The
Borrower shall fail to pay (i) any principal of any Loan when due in accordance with the terms hereof, (ii) any principal of
any Reimbursement Obligation within three Business Days after any such Reimbursement Obligation becomes due in accordance with the terms
hereof or (iii) any interest owed by it on any Loan or Reimbursement Obligation, or any other amount payable by it hereunder or
under any other Loan Document, within five Business Days after any such interest or other amount becomes due in accordance with the terms
hereof; or


 


(b)            Any
representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate
or other document furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall in either
case prove to have been inaccurate in any material respect and such inaccuracy is adverse to the Lenders on or as of the date made or
deemed made or furnished; or


 






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(c)            Any
Loan Party shall default in the observance or performance of any agreement contained in Section 7; provided, that, notwithstanding
anything to the contrary herein, an Event of Default by the Borrower under Section 7.1 shall (i) be subject to the cure rights
set forth in Section 8.2, and (ii) not constitute an Event of Default with respect to the Term Facility and any Term Loans
unless and until the Required Revolving Lenders shall have terminated their Revolving Commitments and declared all amounts outstanding
under the Revolving Facilities to be due and payable; or


 


(d)            Any
Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document
(other than as provided in paragraphs (a) through (c) of this Section 8.1), and such default shall continue unremedied
for a period of 30 days after the earlier of the date that (x) such Loan Party receives from the Administrative Agent or the Required
Lenders notice of the existence of such default or (y) a Responsible Officer of such Loan Party has knowledge thereof; or


 


(e)            Holdings
or any of its Restricted Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness for Borrowed
Money (excluding the Loans and Reimbursement Obligations) on the scheduled or original due date with respect thereto beyond the period
of grace, if any, provided in the instrument or agreement under which such Indebtedness for Borrowed Money was created; or (ii) default
in making any payment of any interest on any such Indebtedness for Borrowed Money beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness for Borrowed Money was created; or (iii) default in the observance or performance
of any other agreement or condition relating to any such Indebtedness for Borrowed Money or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event of default shall occur, the effect of which payment or other default or
other event of default is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such
holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness for Borrowed Money to become due prior to its
Stated Maturity or to become subject to a mandatory offer to purchase by the obligor thereunder; provided that (A) a default,
event or condition described in this paragraph shall not at any time constitute an Event of Default unless, at such time, one or more
defaults or events of default of the type described in this paragraph shall have occurred and be continuing with respect to Indebtedness
for Borrowed Money the outstanding principal amount of which individually exceeds $50,000,000, and in the case of Indebtedness for Borrowed
Money of the types described in clauses (i) and (ii) of the definition thereof, with respect to such Indebtedness which exceeds
such amount either individually or in the aggregate and (B) this paragraph (e) shall not apply to (i) secured Indebtedness
that becomes due as a result of the sale, transfer, destruction or other disposition of the Property or assets securing such Indebtedness
for Borrowed Money if such sale, transfer, destruction or other disposition is not prohibited hereunder and under the documents providing
for such Indebtedness, or (ii) any Guarantee Obligations except to the extent such Guarantee Obligations shall become due and payable
by any Loan Party and remain unpaid after any applicable grace period or period permitted following demand for the payment thereof; provided,
further, that no Event of Default under this clause (e) shall arise or result from any change of control (or similar event)
under any other Indebtedness for Borrowed Money that is triggered due to the Permitted Investors (as defined herein) obtaining the requisite
percentage contemplated by such change of control provision, unless both (x) such Indebtedness for Borrowed Money shall become due
and payable or shall otherwise be required to be repaid, repurchased, redeemed or defeased, whether at the option of any holder thereof
or otherwise and (y) at such time, Holdings and/or its Restricted Subsidiaries would not be permitted to repay such Indebtedness
for Borrowed Money in accordance with the terms of this Agreement, or


 






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(f)            (i) Holdings
or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such)) shall commence
any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking
to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition
or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or Holdings or any of its Restricted Subsidiaries (other than
any Immaterial Subsidiary (whether or not then designated as such)) shall make a general assignment for the benefit of its creditors;
or (ii) there shall be commenced against Holdings or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether
or not then designated as such)) any case, proceeding or other action of a nature referred to in clause (i) above that (A) results
in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded
for a period of 60 days; or (iii) there shall be commenced against Holdings or any of its Restricted Subsidiaries (other than any
Immaterial Subsidiary (whether or not then designated as such)) any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against substantially all of its assets that results in the entry of an order for
any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof;
or (iv) Holdings or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as
such)) shall consent to or approve of, or acquiesce in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Holdings
or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such)) shall generally
not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or


 


(g)            (i) Holdings
or any of its Restricted Subsidiaries shall incur any liability in connection with any “prohibited transaction” (as defined
in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) a failure to meet the minimum funding standards
(as defined in Section 302(a) of ERISA), whether or not waived, shall exist with respect to any Single Employer Plan or any
Lien in favor of the PBGC or a Plan shall arise on the assets of Holdings or any of its Restricted Subsidiaries, (iii) a Reportable
Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer
or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably
likely to result in the termination of such Single Employer Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
shall terminate in a distress termination under Section 4041(c) of ERISA or in an involuntary termination by the PBGC under
Section 4042 of ERISA, (v) Holdings or any of its Restricted Subsidiaries shall, or is reasonably likely to, incur any liability
as a result of a withdrawal from, or the Insolvency of, a Multiemployer Plan or (vi) any event or condition described in clauses
(ii) through (v) above shall occur or exist with respect to a Commonly Controlled Plan; and in each case in clauses (i) through
(vi) above, which event or condition, together with all other such events or conditions, if any, would reasonably be expected to
have a Material Adverse Effect; or


 


(h)            Other
than with respect to the Colombia Matter, one or more final judgments or decrees shall be entered against Holdings or any of its Restricted
Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such)) pursuant to which Holdings and any such
Restricted Subsidiaries taken as a whole has a liability (not paid or fully covered by third-party insurance or effective indemnity)
of $50,000,000 or more (net of any amounts which are covered by insurance or an effective indemnity), and all such judgments or decrees
shall not have been vacated, discharged, dismissed, stayed or bonded within 60 days from the entry thereof; or


 






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(i)            At
any time after the execution and delivery thereof, (i) any material Guarantee Obligations under any Security Document for any reason,
other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its terms)
or is declared to be null and void by the Borrower or any Guarantor or any Guarantor shall repudiate in writing its obligations thereunder
(other than as a result of the discharge of such Guarantor in accordance with the terms thereof), (ii) this Agreement or any material
Security Document ceases to be in full force and effect or shall be declared null and void by any Loan Party or any Lien on Collateral
created under any Security Document ceases to be valid and perfected with the priority required by the Security Documents with respect
to a material portion of the Collateral (other than solely by reason of (x) the Administrative Agent no longer having possession
of certificates actually delivered to it representing securities or negotiable instruments pledged under the Security Documents or a
Uniform Commercial Code filing having lapsed because a Uniform Commercial Code continuation statement was not filed in a timely manner,
(y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or
any other termination of such Security Document in accordance with the terms thereof) or (iii) any Loan Party contests in writing
the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Security Documents)
or denies in writing that it has any further liability (other than by reason of the occurrence of the Termination Date or discharge in
accordance with its terms), including with respect to future advances by the Lenders, under any Loan Document to which it is a party;
or


 


(j)            (i) Holdings
shall cease to own, directly or indirectly, 100% of the Capital Stock of the Borrower; or (ii) for any reason whatsoever, any “person”
or “group” (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date, but excluding any
employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan, and excluding the Permitted Investors) shall become the “beneficial owner” (within
the meaning of Rule 13d-3 and 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, of more than
the greater of (x) 35% of the then outstanding voting securities having ordinary voting power of Holdings and (y) the percentage
of the then outstanding voting securities having ordinary voting power of Holdings owned, directly or indirectly, beneficially (within
the meaning of Rule 13d-3 and 13d-5 of the Exchange Act as in effect on the Closing Date) by the Permitted Investors (it being understood
that if any such person or group includes one or more Permitted Investors, the outstanding voting securities having ordinary voting power
of Holdings directly or indirectly owned by the Permitted Investors that are part of such person or group shall not be treated as being
owned by such person or group for purposes of determining whether this clause (y) is triggered) (any of the foregoing, a “Change
of Control”);


 






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then, and in any such event, (A) if such event is an Event of
Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments
shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement
and the other Loan Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, either
or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to be
terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the
Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other
Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the case of all Letters
of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph,
the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate
then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative
Agent to the payment of drawings under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall
have expired with no pending drawings or been backstopped or been fully drawn upon, if any, shall be applied to repay other obligations
of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired with no pending drawings
or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower then due
and owing hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account
shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this
Section 8.1 or otherwise in any Loan Document, presentment, demand and protest of any kind are hereby expressly waived by the Borrower.


 


8.2            Right
to Cure.


 


(a)            Notwithstanding
anything to the contrary contained in Section 8.1, in the event that Holdings fails to comply with the requirements of the financial
covenant set forth in Section 7.1 at any time when Holdings is required to comply with such financial covenant pursuant to the terms
thereof, then (A) after the end of the most recently ended fiscal quarter of Holdings until the expiration of the tenth Business
Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 6.1(a) or (b) (the
last day of such period being the “Anticipated Cure Deadline”), Holdings shall have the right to issue common Capital
Stock for cash and contribute the proceeds therefrom in the form of common Capital Stock or in another form reasonably acceptable to
the Administrative Agent to the Borrower or obtain a contribution to its equity (which shall be in the form of common equity or otherwise
in a form reasonably acceptable to the Administrative Agent) (the “Cure Right”), and upon the receipt by the Borrower
of such cash (the “Cure Amount”), pursuant to the exercise by Holdings of such Cure Right, the calculation of Consolidated
EBITDA as used in the financial covenant set forth in Section 7.1 shall be recalculated giving effect to the following pro forma
adjustments:


 


(i)             Consolidated
EBITDA for such fiscal quarter (and for any subsequent period that includes such fiscal quarter) shall be increased, solely for the purpose
of measuring the financial covenant set forth in Section 7.1 and not for any other purpose under this Agreement (including but not
limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of Available Amount)
or determining the Applicable Commitment Fee Rate or Applicable Margin), by an amount equal to the Cure Amount; provided that
no Cure Amount shall reduce Indebtedness on an actual or pro forma basis for any Test Period including the applicable period for
purposes of calculating the financial covenant set forth in Section 7.1, nor shall any Cure Amount held by the Borrower qualify
as cash or Cash Equivalents for the purposes of calculating any net obligations or liabilities under the terms of this Agreement; and


 


(ii)            If,
after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the financial covenant
set forth in Section 7.1, Holdings shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 7.1
as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and
the applicable breach or default of the financial covenant set forth in Section 7.1 that had occurred shall be deemed cured for
all purposes of this Agreement; and


 






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(B) upon receipt by the Administrative Agent of written notice,
on or prior to the Anticipated Cure Deadline, that Holdings intends to exercise the Cure Right in respect of a fiscal quarter, (x) the
Lenders shall not be permitted to accelerate Loans held by them, to terminate the Revolving Commitments held by them or to exercise remedies
against the Collateral or any other remedies on the basis of a failure to comply with the requirements of the financial covenant set
forth in Section 7.1, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated
Cure Deadline and (y) the obligations of each Lender to make any Loan or each Issuing Lender to issue any Letter of Credit hereunder
shall cease until the Cure Amount has been received by the Borrower.


 


(b)            Notwithstanding
anything herein to the contrary, (i) in each four consecutive fiscal-quarter period there shall be at least two fiscal quarters
in respect of which the Cure Right is not exercised, (ii) there can be no more than five fiscal quarters in respect of which the
Cure Right is exercised during the term of the Facilities and (iii) for purposes of this Section 8.2, the Cure Amount utilized
shall be no greater than the minimum amount required to remedy the applicable failure to comply with the financial covenant set forth
in Section 7.1.


 


SECTION 9.           THE
AGENTS


 


9.1            Appointment.
Each Lender, Issuing Lender and Swingline Lender hereby irrevocably designates and appoints each Agent as the agent of such Lender
under the Loan Documents and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf
under the provisions of the applicable Loan Documents and to exercise such powers and perform such duties as are expressly delegated
to such Agent by the terms of the applicable Loan Documents, together with such other powers as are reasonably incidental thereto, including
the authority to enter into any Other Intercreditor Agreement, any Incremental Amendment and any Extension Amendment. Notwithstanding
any provision to the contrary elsewhere in this Agreement, the Agents shall not have any duties or responsibilities, except those expressly
set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agents.


 


9.2            Delegation
of Duties. Each Agent may execute any of its duties under the applicable Loan Documents by or through any of its branches, agents
or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall
be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care. Each Agent and
any such agent or attorney-in-fact may perform any and all of its duties by or through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such agent or attorney-in-fact and to the Related Parties of each Agent and any such
agent or attorney-in-fact, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Agent.


 


9.3            Exculpatory
Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement
or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court
of competent jurisdiction to have resulted from its or such Person’s own gross negligence, bad faith or willful misconduct) or
(ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan
Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document
or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder or the creation, perfection or priority
of any Lien purported to be created by the Security Documents or the value or the sufficiency of any Collateral. The Agents shall not
be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained
in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party, nor
shall any Agent be required to take any action that, in its opinion or the opinion of its counsel, may expose it to liability that is
not subject to indemnification under Section 10.5 or that is contrary to any Loan Document or applicable law. The Administrative
Agent shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any
Issuing Lender, any credit or other information concerning the business, prospects, operations, property, financial and other condition
or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of
the Administrative Agent or any of its Related Parties in any capacity, except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent herein.


 






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9.4          Reliance
by the Agents. The Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements
of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Agents. Each Agent may
deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action
under the applicable Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders or the Majority Facility Lenders in respect of any Facility) as it deems appropriate or it shall first
be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking
or continuing to take any such action. The Agents shall in all cases be fully protected in acting, or in refraining from acting, under
the applicable Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders
or the Majority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders and all future holders of the Loans. In determining compliance with any conditions hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, an
Issuing Lender or Swingline Lender, the Agents may presume that such condition is satisfactory to such Lender, Issuing Lender or
Swingline Lender unless the Administrative Agent shall have received notice to the contrary from such Lender, Issuing Lender, or
Swingline Lender prior to the making of such Loan or the issuance of such Letter of Credit.


 


9.5          Notice
of Default. Neither Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless
such Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a “notice of default.” In the event that an Agent receives such a notice, such Agent
shall give notice thereof to the Lenders. The Agents shall take such action with respect to such Default or Event of Default as shall
be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority Facility Lenders in
respect of any Facility); provided that unless and until such Agent shall have received such directions, such Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.


 






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9.6          Acknowledgements
of Lenders and Issuing Lenders.


 


(a)          Each
Lender and each Issuing Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility,
(ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be
applicable to such Lender or Issuing Lender, in each case in the ordinary course of business, and not for the purpose of purchasing,
acquiring or holding any other type of financial instrument (and each Lender and each Issuing Lender agrees not to assert a claim in
contravention of the foregoing), (iii) it has, independently and without reliance upon any Agent or any other Lender or Issuing
Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and
(iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities
set forth herein, as may be applicable to such Lender or such Issuing Lender, and either it, or the Person exercising discretion in making
its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring
or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Lender also acknowledges that it will,
independently and without reliance upon any Agent or any other Lender or Issuing Lender, or any of the Related Parties of any of the
foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the
United States securities laws concerning the Borrower and its Affiliates) 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.


 


(b)          Each
Lender, by delivering its signature page to this Agreement on the Closing Date, or delivering its signature page to an Assignment
and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by
or satisfactory to, the Administrative Agent or the Lenders on the Closing Date.


 


(c)          (i) Each
Lender and Issuing Lender hereby agrees that (x) if the Administrative Agent notifies such Lender or Issuing Lender that the Administrative
Agent has determined in its sole discretion that any funds received by such Lender or Issuing Lender from the Administrative Agent or
any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively,
a “Payment”) were erroneously transmitted to such Lender or Issuing Lender (whether or not known to such Lender or
Issuing Lender), and demands the return of such Payment (or a portion thereof), such Lender or Issuing Lender shall promptly, but in
no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof)
as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date
such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater
of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Issuing Lender shall not assert,
and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to
any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any
defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender or Issuing
Lender under this ‎Section 9.6(c) shall be conclusive, absent manifest error.


 






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(ii)          Each
Lender and Issuing Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates
(x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative
Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded
or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.
Each Lender and Issuing Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have
been sent in error, such Lender or Issuing Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand
from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative
Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest
thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Lender
to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation from time to time in effect.


 


(iii)          The
Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender or Issuing Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall
be subrogated to all the rights of such Lender or Issuing Lender with respect to such amount and (y) an erroneous Payment shall
not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party except, in each case,
to the extent such erroneous Payment is, and solely with respect to the amount of such erroneous Payment that is, comprised of
funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making such erroneous Payment.


 


(iv)          Each
party’s obligations under this ‎Section 9.6(c) shall survive the resignation or replacement of the Administrative
Agent or any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Lender, the termination of the Commitments
or the repayment, satisfaction or discharge of all Obligations under any Loan Document.


 


9.7          Indemnification.
The Lenders severally agree to indemnify each Agent, any Issuing Lender and Swingline Lender in its capacity as such (to the extent not
reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate
Exposure Percentages in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification is
sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance
with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether
before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent, any Issuing Lender or Swingline
Lender in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent,
any Issuing Lender or Swingline Lender under or in connection with any of the foregoing; provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such
Agent’s, Issuing Lender’s or Swingline Lender’s gross negligence, bad faith or willful misconduct. The agreements
in this Section 9.7 shall survive the payment of the Loans and all other amounts payable hereunder.


 






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9.8          Agent
in Its Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind
of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans or Swingline Loan made or renewed by
it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under the
applicable Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender”
and “Lenders” shall include each Agent in its individual capacity.


 


9.9          Successor
Agents.


 


(a)          Subject
to the appointment of a successor as set forth herein, any Agent may resign upon 30 days’ notice to the Lenders, the Borrower and
the other Agent effective upon appointment of a successor Agent. Upon receipt of any such notice of resignation, the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under
Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to
approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated,
without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of
the Loans. If no successor Agent shall have been so appointed by the Required Lenders with such consent of the Borrower and shall have
accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may,
on behalf of the Lenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor
Agent, that shall be a bank that has an office in New York, New York with a combined capital and surplus of at least $500,000,000. After
any retiring Agent’s resignation as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents.


 


(b)          If
at any time either the Borrower or the Required Lenders determine that any Person serving as an Agent is a Defaulting Lender, the Borrower
by notice to the Lenders and such Person or the Required Lenders by notice to the Borrower and such Person may, subject to the appointment
of a successor as set forth herein, remove such Person as an Agent. If such Person is removed as an Agent, the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(a) or
Section 8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which
approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties
of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further
act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. Such removal will,
to the fullest extent permitted by applicable law, be effective on the date a replacement Agent is appointed.


 


(c)          Any
resignation by the Administrative Agent pursuant to this Section 9 shall also constitute its resignation as Issuing Lender and Swingline
Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, provided
that, to the extent such successor Administrative Agent is not capable of becoming an Issuing Lender such successor shall not so
succeed and become vested and another Issuing Lender may be appointed in accordance with clause (m) of the definition of “Issuing
Lender,” (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of its respective duties and obligations
hereunder or under the other Loan Documents, and (iii) the successor Issuing Lender shall issue letters of credit in substitution
for or to backstop the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory
to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.


 






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9.10          Authorization
to Release Liens and Guarantees. The Agents are hereby irrevocably authorized by each of the Lenders to effect any release or subordination
of Liens or Guarantee Obligations contemplated by Section 10.15.


 


9.11          Agents
May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding
relative to any Loan Party, to the maximum extent permitted by applicable law, each Agent (irrespective of whether the principal of any
Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether either
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


(a)          to
file a proof of claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the Issuing Lenders, the Swingline Lender and the Agents (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the Issuing Lenders, the Swingline Lender and the Agents and their respective agents
and counsel and all other amounts due the Lenders, the Issuing Lenders, the Swingline Lender and the Agents under Sections 2.9, 3.3 and
10.5) allowed in such judicial proceeding; and


 


(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized by each Lender, each Issuing Lender and the Swingline
Lender to make such payments to the Agents and, if either Agent shall consent to the making of such payments directly to the Lenders, Issuing
Lenders and Swingline Lender, to pay to such Agent any amount due for the reasonable compensation, expenses, disbursements and advances
of such Agent and its agents and counsel, and any other amounts due to such Agent under Sections 2.9 and 10.5.


 


Nothing contained herein shall be deemed to authorize
the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender, Issuing Lender or Swingline Lender
any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, Issuing
Lender or Swingline Lender to authorize such Agent to vote in respect of the claim of any Lender, Issuing Lender or Swingline Lender
or in any such proceeding.


 


9.12          Specified
Hedge Agreements and Cash Management Obligations. Except as otherwise expressly set forth herein or in any Security Documents, to
the maximum extent permitted by applicable law, no Person that obtains the benefits of any guarantee by any Guarantor of the Obligations
or any Collateral with respect to any Specified Hedge Agreement entered into by it and Holdings, the Borrower or any Subsidiary Guarantor
or with respect to any Cash Management Obligations owed by Holdings, the Borrower or any Subsidiary Guarantor to such Person shall have
any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise
in respect of the Collateral (including the release or impairment of any Collateral) other than, if applicable, in its capacity as a
Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Section 9
to the contrary, neither Agent shall be required to verify the payment of, or that other satisfactory arrangements have been made with
respect to, Obligations arising under any Specified Hedge Agreement or with respect to Cash Management Obligations unless such Agent
has received written notice of such Obligations, together with such supporting documentation as it may request, from the applicable Person
to whom such Obligations are owed.


 






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9.13          Joint
Bookrunners . None of the Joint Bookrunners shall have any duties or responsibilities hereunder in their respective capacities as
such.


 


9.14          Certain
ERISA Matters.


 


(a)          Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following
is and will be true:


 


(i)          such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments or this Agreement;


 


(ii)          the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this Agreement;


 


(iii)          (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or


 


(iv)          such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)          In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto,
to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document
or any documents related hereto or thereto).


 






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(c)          The
Administrative Agent and each other Agent hereby informs the Lenders that each such Person is not undertaking to provide impartial investment
advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has
a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest
or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain
if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the
Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the
transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility
fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum
usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out
premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


9.15          Withholding
Taxes. To the extent required by any Requirement of Law, the Administrative Agent may withhold from any payment to any Lender an
amount equivalent to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts a claim that the Administrative
Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered
or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered
the exemption from, or reduction of, withholding Tax ineffective or for any other reason, or if the Administrative Agent reasonably determines
that a payment was made to a Lender pursuant to a Loan Document without deduction of applicable withholding Tax from such payment, such
Lender shall indemnify the Administrative Agent fully, within 10 days after written demand therefor, for all amounts paid, directly or
indirectly, by the Administrative Agent as a Tax or otherwise, including any penalties or interest and together with all expenses (including
legal expenses, allocated internal costs and out-of-pocket expenses) incurred. A certificate as to the amount of such payment or liability
delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any amounts at any time owing to such Lender, under any Loan Document against any amounts due the Administrative
Agent under this Section 9.15 or otherwise. The agreements in this Section 9.15 shall survive the resignation and/or replacement
of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the
repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, the term “Lender” for purposes
of this Section 9.15 shall include any Issuing Lender.


 






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9.16          Credit
Bidding9.17. 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 by accepting some or all of the Collateral in satisfaction of some or
all of the 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, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions
to which a Loan Party is subject, or (b) at any other sale, 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 by the Administrative Agent at the direction of the Required Lenders 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 shall
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) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle
or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall
be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles,
(ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further
action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative
Agent shall be authorized 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, and the governing documents shall provide for, control by the vote of the Required
Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle
or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions
by the Required Lenders contained in ‎Section 10.1 of this Agreement), (iv) the Administrative Agent on behalf of such
acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations
which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests, in
any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or
acquisition vehicle to take any further action, and (v) 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 Obligations credit bid by the acquisition vehicle or otherwise), such Obligations
shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity interests
and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the
need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations
of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured
Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party
which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request
in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the
transactions contemplated by such credit bid.


 






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SECTION 10.          MISCELLANEOUS


 


10.1          Amendments
and Waivers.


 


(a)          Except
to the extent otherwise expressly set forth in this Agreement (including Sections 2.25, 2.26, 7.11 and 10.16), neither this Agreement,
any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions
of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, subject to the acknowledgment
of the Administrative Agent, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party
to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and
to the other Loan Documents for the purpose of adding, deleting or otherwise modifying any provisions to this Agreement or the other
Loan Documents or changing in any manner the rights or obligations of the Agents, the Issuing Lenders, the Swingline Lender or the Lenders
or of the Loan Parties or their Subsidiaries hereunder or thereunder or (ii) waive, on such terms and conditions as the Required
Lenders or the Administrative Agent may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents
or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (A) forgive or reduce the principal amount or extend the final scheduled date of maturity of any
Loan, extend the scheduled date or reduce the amount of any amortization payment in respect of any Term Loan, reduce the stated rate
of any interest, fee or premium payable hereunder (except (x) in connection with the waiver of applicability of any post-default
increase in interest rates (which waiver shall be effective with the consent of the Required Lenders) and (y) that any amendment
or modification of defined terms used in the financial ratios in this Agreement shall not constitute a reduction in the rate of interest
or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration
date of any Lender’s Commitment, in each case without the written consent of each Lender directly and adversely affected thereby;
(B) amend, modify or waive any provision of paragraph (a) of this Section 10.1 without the written consent of all Lenders;
(C) reduce any percentage specified in the definition of “Required Lenders”, consent to the assignment or transfer by
the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all
of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guarantee and Collateral Agreement,
in each case without the written consent of all Lenders (except as expressly permitted hereby (including pursuant to Section 7.4
or 7.5) or by any Security Document); (D) amend, modify or waive any provision of paragraph (a) or (c) of Section 2.18
or Section 6.6 of the Guarantee and Collateral Agreement without the written consent of all Lenders directly and adversely affected
thereby; (E) amend, modify or waive any provision of paragraph (b) of Section 2.18 without the written consent of all
Lenders directly and adversely affected thereby; (F) reduce the percentage specified in the definition of “Majority Facility
Lenders” with respect to any Facility without the written consent of all Lenders under such Facility; (G) amend, modify or
waive any provision of Section 9 without the written consent of the Agents; (H) amend, modify or waive any provision of Section 3
without the written consent of the Issuing Lenders; (I) with respect to the making of any Revolving Loan or Swingline Loan or the
issuance, extension or renewal of a Letter of Credit after the Closing Date under a Revolving Facility, waive any of the conditions precedent
set forth in Section 5.2 without the consent of the Majority Facility Lenders with respect to such Revolving Facility (it being
understood and agreed that the waiver of any Default or Event of Default effected with the requisite percentage of Lenders under the
other provisions of this Section 10.1 shall be effective to waive such Default or Event of Default, despite the provisions of this
clause (I) and following such waiver such Default or Event of Default shall be treated as cured for all purposes hereunder, including
under Section 5.2 and this clause (I)); (J) reduce any percentage specified in the definition of “Required Revolving
Lenders” without the written consent of all Revolving Lenders; (K) (i) amend or otherwise modify Section 7.1 (or
for the purposes of determining compliance with Section 7.1, any defined terms used therein), or (ii) waive or consent to any
Default or Event of Default resulting from a breach of Section 7.1 or (iii) alter the rights or remedies of the Required Revolving
Lenders arising pursuant to Article VIII as a result of a breach of Section 7.1, in each case, without the written consent
of the Required Revolving Lenders; provided, however, that the amendments, modifications, waivers and consents described
in this clause (K) shall not require the consent of any Lenders other than the Required Revolving Lenders; (L) amend, modify
or waive any provision of Section 2.6 without the written consent of the Swingline Lender; or (M) (i) subordinate, or
have the effect of subordinating, the Obligations to any other Indebtedness or other obligation or (ii) subordinate, or have the
effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation, in each case,
without the written consent of each Lender directly and adversely affected thereby; provided, further, that the consent
of the applicable Majority Facility Lenders shall be required with respect to any amendment that by its terms adversely affects the rights
of Lenders under such Facility in respect of payments hereunder in a manner different from such amendment that affects other Facilities.
Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon
the Loan Parties, the Lenders, the Agents and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders
and the Agents shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or
Event of Default waived shall be deemed to be cured and not continuing unless limited by the terms of such waiver; but no such waiver
shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding anything
to the contrary herein, any amendment, modification, waiver or other action which by its terms requires the consent of all Lenders or
each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the
Commitment of any such Defaulting Lender may not be increased or extended, the maturity of the Loans of any such Defaulting Lender may
not be extended, the rate of interest on any of such Loans may not be reduced and the principal amount of any of such Loans may not be
forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, modification, waiver or other action
that by its terms adversely affects any such Defaulting Lender in its capacity as a Lender in a manner that differs in any material respect
from, and is more adverse to such Defaulting Lender than it is to, other affected Lenders shall require the consent of such Defaulting
Lender.


 






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(b)          Notwithstanding
the foregoing, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrower
(i) to add one or more additional credit facilities to this Agreement (it being understood that no Lender shall have any obligation
to provide or to commit to provide all or any portion of any such additional credit facility) and to permit the extensions of credit
from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this
Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect
thereof and (ii) to include appropriately, after the effectiveness of any such amendment (or amendment and restatement), the Lenders
holding such credit facilities in any determination of the Required Lenders and Majority Facility Lenders, as applicable.


 


(c)          In
addition, notwithstanding the foregoing, this Agreement may be amended, with the written consent of the Administrative Agent, the Borrower
and the Lenders providing the relevant Refinancing Term Loans (as defined below), as may be necessary or appropriate, in the opinion
of the Borrower and the Administrative Agent, to provide for the incurrence of Permitted Refinancing Obligations under this Agreement
in the form of a new tranche of Term Loans hereunder (“Refinancing Term Loans”), which Refinancing Term Loans will
be used to refinance all or any portion of the outstanding Term Loans of any Tranche (“Refinanced Term Loans”); provided
that (i) the aggregate principal amount of such Refinancing Term Loans shall not exceed the aggregate principal amount of such
Refinanced Term Loans (plus accrued interest, fees, discounts, premiums and expenses) and (ii) except as otherwise permitted by
the definition of the term “Permitted Refinancing Obligations” (including with respect to maturity and amortization), all
terms (other than with respect to pricing, fees and optional prepayments, which terms shall be as agreed by the Borrower and the applicable
Lenders) applicable to such Refinancing Term Loans shall be substantially identical to, or less favorable to the Lenders providing such
Refinancing Term Loans than, those applicable to such Refinanced Term Loans, other than for any covenants and other terms applicable
solely to any period after the Latest Maturity Date. The Borrower shall notify the Administrative Agent of the date on which the Borrower
proposes that such Refinancing Term Loans shall be made; provided that no such Refinancing Term Loans shall be made, and no amendments
relating thereto shall become effective, unless the Borrower shall deliver or cause to be delivered documents of a type comparable to
those described under clause (vii) of Section 2.25(b).


 






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(d)          In
addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower
and the Lenders providing the relevant Refinancing Revolving Commitments (as defined below), as may be necessary or appropriate, in the
opinion of the Borrower and the Administrative Agent, to provide for the incurrence of Permitted Refinancing Obligations under this Agreement
in the form of a new tranche of Revolving Commitments hereunder (“Refinancing Revolving Commitments”), which Refinancing
Revolving Commitments will be used to refinance all or any portion of the Revolving Commitments hereunder (“Refinanced Revolving
Commitments”); provided that (i) the aggregate amount of such Refinancing Revolving Commitments shall not exceed
the aggregate amount of such Refinanced Revolving Commitments (plus accrued interest, fees, discounts, premiums and expenses) and (ii) except
as otherwise permitted by the definition of the term “Permitted Refinancing Obligations” (including with respect to maturity),
all terms (other than with respect to pricing and fees, which terms shall be as agreed by the Borrower and the applicable Lenders) applicable
to such Refinancing Revolving Commitments shall be substantially identical to, or less favorable to the Lenders providing such Refinancing
Revolving Commitments than, those applicable to such Refinanced Revolving Commitments, other than for any covenants and other terms applicable
solely to any period after the Latest Maturity Date. Any Refinancing Revolving Commitments that have the same terms shall constitute
a single Tranche hereunder. The Borrower shall notify the Administrative Agent of the date on which the Borrower proposes that such Refinancing
Revolving Commitments shall become effective; provided that no such Refinancing Revolving Commitments, and no amendments relating
thereto, shall become effective, unless the Borrower shall deliver or cause to be delivered documents of a type comparable to those described
under clause (vii) of Section 2.25(b).


 


(e)          Furthermore,
notwithstanding the foregoing, if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified
an ambiguity, mistake, omission, defect, or inconsistency, in each case, in any provision of this Agreement or any other Loan Document,
then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without
any further action or consent of any other party to this Agreement or any other Loan Document if the same is not objected to in writing
by the Required Lenders within five Business Days following receipt of notice thereof; it being understood that posting such amendment
electronically on IntraLinks/IntraAgency or another relevant website with notice of such posting by the Administrative Agent to the Required
Lenders shall be deemed adequate receipt of notice of such amendment.


 


(f)          Furthermore,
notwithstanding the foregoing, this Agreement may be amended, supplemented or otherwise modified in accordance with Section 10.16.


 


10.2          Notices;
Electronic Communications.


 


(a)          All
notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and,
unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after
being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when sent (except in the case of a telecopy notice
not given during normal business hours (New York time) for the recipient, which shall be deemed to have been given at the opening of
business on the next Business Day for the recipient), addressed as follows in the case of the Borrower or the Agents, and as set forth
in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such Person or at such other
address as may be hereafter notified by the respective parties hereto:


 






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	The
    Borrower:	Scientific Games International, Inc.

    c/o Scientific Games Corporation (doing business as Light & Wonder)
 6601 Bermuda Road
 Las Vegas, Nevada 89119

    Attention: Connie James, EVP, CFO, Treasurer and Corporate Secretary
 Telephone: (702) 426-7173
 Email: connie@lnw.com




 


	 	Attention: James Sottile, EVP and CLO of Scientific Games Corporation
    (doing business as Light & Wonder)
 Telephone: (702) 532-7010
 Email: jsottile@lnw.com




 


	With
    a copy (which shall not constitute notice) to:	Latham & Watkins LLP
 555 11th Street
    Northwest
 Suite 1000
 Washington, DC 20016
 Attention: Scott Forchheimer
 Telecopy: (202) 637-2201
 Telephone:
    (202) 637-3372




 


	Agents and Swingline Lender:	If to the Administrative Agent or Swingline Lender:




 


	 	JPMorgan Chase Bank, N.A.
 500 Stanton Christiana Rd.
 NCC5
    / 1st Floor
 Newark, DE 19713
 Attention: Loan & Agency Services Group
 Tel: (302) 634-1005
 Email: mark.postupack@chase.com




 


	 	Agency Withholding Tax Inquiries:
	 	Email: agency.tax.reporting@jpmorgan.com




 


	 	Agency Compliance/Financials/Intralinks:
	 	Email: covenant.compliance@jpmchase.com




 


	 	If to the Collateral Agent:
	 	 
	 	JPMorgan Chase & Co.
	 	CIB DMO WLO
	 	Mail code NY1-C413
	 	4 CMC, Brooklyn, NY, 11245-0001
	 	Email: ib.collateral.services@jpmchase.com




 






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provided
that any notice, request or demand to or upon the Agents, the Lenders or the Borrower shall not be effective until received.


 


(b)          Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved
by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise
agreed by the Administrative Agent and the applicable Lender. Any Agent or the Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval
of such procedures may be limited to particular notices or communications.


 


(c)          The
Borrower hereby acknowledges that (i) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders, the
Issuing Lenders and the Swingline Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
 “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”)
and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive information
other than information that is publicly available, or not material with respect to Holdings, the Borrower or its Subsidiaries, or their
respective securities, for purposes of the United States Federal and state securities laws (collectively, “Public Information”).
The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that is
Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which,
at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lenders,
the Swingline Lender and the Lenders to treat such Borrower Materials as containing only Public Information (although it may be sensitive
and proprietary) (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they
shall be treated as set forth in Section 10.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent
shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion
of the Platform not designated “Public Side Information”; provided that there is no requirement that the Borrower
identify any such information as “PUBLIC.”


 


(d)          Although
the Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified
by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system) and the Platform
is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each of the
Lenders, each of the Issuing Lenders and the Borrower acknowledges and agrees that the distribution of material through an electronic
medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts
of any Lender that are added to the Platform, and that there may be confidentiality and other risks associated with such distribution.
Each of the Lenders, each of the Issuing Lenders and the Borrower hereby approves distribution of the communications through the Platform
and understands and assumes the risks of such distribution. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”
THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM,
AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS
OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.
In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to the Borrower, any Lender, any Issuing Lender, the Swingline Lender or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative
Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities
or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross
negligence, bad faith or willful misconduct of such Agent Party or any of its Related Parties; provided, however, that
in no event shall any Agent Party have any liability to the Borrower, any Lender, any Issuing Lender, the Swingline Lender or any other
Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 






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(e)          Each
of the Borrower, the Administrative Agent, each Issuing Lender and the Swingline Lender may change its address, telecopier or telephone
number for notices and other communications hereunder by notice to such other Persons. Each other Lender may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, each Issuing
Lender and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that
the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic
mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore,
each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender
or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal
securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain information other than Public Information.


 


(f)          The
Administrative Agent, the Issuing Lenders, the Swingline Lender and the Lenders shall be entitled to rely and act upon any notices (including
telephonic notices of borrowing) believed in good faith by the Administrative Agent to be given by or on behalf of the Borrower even
if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form
of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All
telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent,
and each of the parties hereto hereby consents to such recording.


 


10.3          No
Waiver; Cumulative Remedies.


 


(a)          No
failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder
or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.


 






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(b)          Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.1
for the benefit of all the Lenders, the Issuing Lenders and the Swingline Lender; provided, however, that the foregoing
shall not prohibit (i) each Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in
its capacity as Agent) hereunder and under the other Loan Documents, (ii) each Issuing Lender from exercising the rights and remedies
that inure to its benefit (solely in its capacity as Issuing Lender, as the case may be) hereunder and under the other Loan Documents
and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Swingline Lender,
as the case may be) hereunder and under the other Loan Documents, (iii) any Lender from exercising setoff rights in accordance with
10.7(b) (subject to the terms of Section 10.7(a)), or (iv) any Lender from filing proofs of claim or appearing and filing
pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law.


 


10.4          Survival
of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.


 


10.5          Payment
of Expenses; Indemnification.


 


(a)          Except
with respect to Taxes (other than any Taxes that represent liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements
arising from any non-Tax claim), the Borrower agrees (i) to pay or reimburse each Agent for all of its reasonable and documented
out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate
members) and the development, preparation, execution and delivery of this Agreement and the other Loan Documents and any other documents
prepared in connection herewith or therewith and any amendment, supplement or modification hereto or thereto, and, as to the Agents only,
the administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements and other charges
of a single firm of counsel to the Agents (plus one firm of special regulatory counsel and one firm of local counsel per relevant jurisdiction
as may reasonably be necessary in connection with collateral matters) in connection with all of the foregoing, (ii) to pay or reimburse
each Lender and each Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement
of any rights under this Agreement, the other Loan Documents and any such other documents referred to in Section 10.5(a)(i) above
(including all such costs and expenses incurred in connection with any legal proceeding, including any proceeding under any Debtor Relief
Law or in connection with any workout or restructuring), including the documented fees and disbursements of a single firm of counsel
and, if necessary, a single firm of special regulatory counsel and a single firm of local counsel per relevant jurisdiction as may reasonably
be necessary, for the Agents and the Lenders, taken as a whole and, in the event of an actual or perceived conflict of interest, where
the Agent or Lender affected by such conflict informs the Borrower and thereafter retains its own counsel, one additional counsel for
each Lender or Agent or group of Lenders or Agents subject to such conflict


 


(b)          To
the extent permitted by applicable law (i) the Borrower shall not assert, and the Borrower hereby waives, any claim against any
Lender, Agent, Issuing Lender, the Swingline Lender, Lead Arranger, Joint Bookrunner or their respective Affiliates, and their respective
Related Parties (each, a “Lender Related Person”) for any Indemnified Liabilities arising from the use by others of
information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or
other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby
waives, any Indemnified Liabilities 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 or thereby, the Transactions, any Loan or Letter of Credit or
the use of the proceeds thereof; provided that, nothing in this Section 10.5(b) shall relieve the Borrower of any obligation
it may have to indemnify an Indemnitee, as provided in ‎Section 10.5(c),
against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.


 






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(c)          The
Borrower agrees to pay, indemnify or reimburse each Lender, each Agent, each Issuing Lender, the Swingline Lender, each Lead Arranger,
each Joint Bookrunner and their respective Affiliates, and their respective Related Parties (each, an “Indemnitee”)
for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs,
expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection
with any claim, action or proceeding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration
of this Agreement, the other Loan Documents and any such other documents referred to in Section 10.5(a) above and the transactions
contemplated hereby and thereby, including any of the foregoing relating to the use of proceeds of the Loans or any actual or alleged
presence, Release or threatened Release of Hazardous Materials on or from any Property currently or formerly owned or operated by the
Borrower or any of its Subsidiaries, or any other Environmental Liability related in any way to the Borrower or any of its Subsidiaries
and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee
against the Borrower hereunder (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”);
provided that, the Borrower shall not have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities
to the extent such Indemnified Liabilities have resulted from (i) the gross negligence, bad faith or willful misconduct of such
Indemnitee or its Related Parties as determined by a court of competent jurisdiction in a final non-appealable decision (or settlement
tantamount thereto), (ii) a material breach of the Loan Documents by such Indemnitee or its Related Parties as determined by a court
of competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto) or (iii) disputes solely among Indemnitees
or their Related Parties (it being understood that this clause (iii) shall not apply to the indemnification of an Agent or Lead
Arranger in a suit involving an Agent or Lead Arranger in its capacity as such that does not involve an act or omission by any Parent
Company, Holdings, Borrower or any of its Subsidiaries as determined by a court of competent jurisdiction in a final non-appealable decision
(or settlement tantamount thereto)); provided that no Borrower shall be liable for any settlement effected without such
Borrower’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). For purposes hereof, a
 “Related Party” of an Indemnitee means (i) if the Indemnitee is any Agent or any of its Affiliates or their respective
partners that are natural persons, members that are natural persons, officers, directors, employees, agents and controlling Persons,
any of such Agent and its Affiliates and their respective officers, directors, employees, agents and controlling Persons; provided
that solely for purposes of Section 9, references to each Agent’s Related Parties shall also include such Agent’s
trustees and advisors, and (ii) if the Indemnitee is any Lender or any of its Affiliates or their respective partners that are natural
persons, members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Lender and its
Affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 10.5
shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this
Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or
address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5
shall survive repayment of the Obligations.


 


10.6          Successors
and Assigns; Participations and Assignments.


 


(a)          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) subject to Sections 2.24
and 2.26(e), no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6.


 






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(b)          (i) 
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, assign (other
than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), all or a
portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing
to it) with the prior written consent (such consent not to be unreasonably withheld or delayed, it being understood that it shall be
deemed reasonable for the Borrower to withhold such consent in respect of a prospective Lender if the Borrower reasonably believes such
prospective Lender would constitute a Disqualified Institution) of:


 


(A)          the
Borrower; provided that no consent of the Borrower shall be required for an assignment of (x) Term Loans to a Lender, an
Affiliate of a Lender, or an Approved Fund (other than a Defaulting Lender), (y) Revolving Loans to a Revolving Lender, an Affiliate
of a Revolving Lender, or an Approved Fund of a Revolving Lender (other than a Defaulting Lender) or (z) any Loan or Commitment
if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person and provided
further, that a consent under this clause (A) shall be deemed given if the Borrower shall not have objected in writing to a
proposed assignment within ten Business Days after receipt by it of a written notice thereof from the Administrative Agent; and


 


(B)          the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an
Affiliate of a Lender or an Approved Fund; and


 


(C)          in
the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender.


 


(ii)          Subject
to Sections 2.24 and 2.26(e), assignments shall be subject to the following additional conditions:


 


(A)          except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender
subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and
Assumption) shall not be less than (x) $5,000,000, in the case of the Revolving Facilities or (y) $1,000,000, in the case of
the Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent
of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing
and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;


 


(B)          the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, via an electronic settlement
system acceptable to the Administrative Agent and the Borrower (or, at the Borrower’s request, manually) together with a processing
and recordation fee of $3,500 to be paid by either the applicable assignor or assignee (which fee may be waived or reduced in the sole
discretion of the Administrative Agent); and


 






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(C)          the
Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax
forms required to be delivered pursuant to Section 2.20(e).


 


For the purposes of this Section 10.6, “Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans
and similar extensions of credit in the ordinary course and that is administered or managed by (I) a Lender, (II) an Affiliate
of a Lender or (III) an entity or an Affiliate of an entity that administers or manages a Lender. Notwithstanding the foregoing,
no Lender shall be permitted to make assignments under this Agreement to any Disqualified Institutions without the written consent of
the Borrower.


 


(iii)          Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment
and Assumption, the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment
and Assumption, covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be subject to the obligations under and entitled to the benefits of Sections 2.19, 2.20, 2.21,
10.5 and 10.14 with respect to facts and circumstances occurring prior to the effect date of such assignment). Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of
this Section 10.6 (and will be required to comply therewith), other than any sale to a Disqualified Institution, which shall be
governed by clauses (vi) and (vii) below.


 


(iv)          The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of
each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The Borrower, the Administrative Agent, the Issuing Lenders, the Swingline
Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement (and the entries in the Register shall be conclusive absent demonstrable error for such purposes),
notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, and, with respect to their own
interests, the Issuing Lenders, the Swingline Lender and any Lender, at any reasonable time and from time to time upon reasonable prior
notice.


 


(v)          Upon
its receipt of a duly completed Assignment and Assumption, executed by an assigning Lender and an Assignee (except as contemplated by
Sections 2.24 and 2.26(e)), the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender
hereunder) and all applicable tax forms required to be delivered pursuant to Section 2.20(e), the processing and recordation fee
referred to in paragraph (b) of this Section 10.6 (unless waived by the Administrative Agent) and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and promptly
record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has
been recorded in the Register as provided in this paragraph.


 






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(vi)          If
any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation
of clause (ii) above, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and
the Administrative Agent, require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions
contained in this Section 10.6), all of its interest, rights and obligations under this Agreement to one or more Persons
(other than a Disqualified Institution) at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified
Institution 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.


 


(vii)          Notwithstanding
anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not have the right to (x) receive
information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend
or participate in meetings attended by the Lenders (or any of them) and the Administrative Agent, or (z) access any electronic site
established for the Lenders or confidential communications from counsel to or financial 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 Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified
Institutions consented to such matter, and (C) for purposes of voting on any plan of reorganization or plan of liquidation pursuant
to the Bankruptcy Code or any Debtor Relief Laws (a “Bankruptcy Plan”), each Disqualified Institution party hereto
hereby agrees (1) not to vote on such Bankruptcy Plan, (2) if such Disqualified Institution does vote on such Bankruptcy Plan
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 (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 Bankruptcy Plan in accordance with Section 1126(c) of
the Bankruptcy Code (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).


 


(c)          (i) 
Any Lender may, without the consent of any Person, in compliance with applicable law, sell participations (other than to any Disqualified
Institution) to one or more banks or other entities (a “Participant”), in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided
that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent,
the Issuing Lenders, the Swingline Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver
of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of
the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly and adversely
affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant.
Subject to paragraph (c)(ii) of this Section 10.6, the Borrower agrees that each Participant shall be entitled to the benefits
of Sections 2.19, 2.20 and 2.21 (subject to the requirements and limitations of such Sections) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6 (it being understood that the documentation
required under Section 2.20(e) shall be delivered solely to the participating Lender). Notwithstanding the foregoing, no Lender
shall be permitted to sell participations under this Agreement to any Disqualified Institutions without the written consent of the Borrower.


 






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(ii)          A
Participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive
a greater amount results from a change in Requirement of Law that occurs after the Participant acquires the applicable participation,
or unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (not to be unreasonably
withheld, conditioned or delayed).


 


(iii)          Each
Lender that sells a participation, acting solely for U.S. federal income tax purposes as a non-fiduciary agent of the Borrower, shall
maintain at one of its offices a register on which it enters the name and addresses of each Participant, and the principal amounts (and
stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments,
Loans, Letters of Credit or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably
and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation
is in registered form under Section 5f.103-1(c) of the Treasury Regulations and Section 1.163-5(b) of the Proposed
Treasury Regulations (or any amended or successor version). Unless otherwise required by the Internal Revenue Service, any disclosure
required by the foregoing sentence shall be made by the relevant Lender directly and solely to the Internal Revenue Service. The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the
contrary. For the avoidance of doubt, the Administrative Agent (it its capacity as such) shall have no responsibility for maintaining
a Participant Register.


 


(d)          Any
Lender may, without the consent of or notice to the Administrative Agent or the Borrower, at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank or other central banking authority, and this Section 10.6 shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.


 


(e)          The
Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring the same (in the case
of an assignment, following surrender by the assigning Lender of all Notes representing its assigned interests).


 


(f)          The
Borrower may prohibit any assignment if it would require the Borrower to make any filing with any Governmental Authority or qualify any
Loan or Note under the laws of any jurisdiction and the Borrower shall be entitled to request and receive such information and assurances
as it may reasonably request from any Lender or any Assignee to determine whether any such filing or qualification is required or whether
any assignment is otherwise in accordance with applicable law.


 


(g)          [Reserved].


 


(h)          Notwithstanding
anything to the contrary herein, any Lender may assign all or any portion of its Term Loans hereunder to Holdings or any of its Subsidiaries,
but only if:


 


(i)          (A) such
assignment is made pursuant to a Dutch Auction open to all Term Lenders on a pro rata basis or (B) such assignment is made
as an Open Market Purchase;


 






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(ii)              no
Default or Event of Default has occurred and is continuing or would result therefrom;


  


(iii)             [reserved];


 


(iv)             any
such Term Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by Holdings or any of its Subsidiaries;
and


 


(v)              Holdings
and its Subsidiaries do not use the proceeds of the Revolving Facilities (whether or not the Revolving Facilities have been increased
pursuant to Section 2.25 or refinanced pursuant to Section 10.1) to acquire such Term Loans.


 


(i)            Except
as provided in Section 10.6(h), none of Holdings or any of its Subsidiaries may acquire by assignment, participation or otherwise
any right to or interest in any of the Commitments or Loans hereunder (and any such attempted acquisition shall be null and void).


 


(j)            [Reserved].


 


(k)           Notwithstanding
anything to the contrary contained herein, the replacement of any Lender pursuant to Section 2.24 or 2.26(e) shall be deemed
an assignment pursuant to Section 10.6(b) and shall be valid and in full force and effect for all purposes under this Agreement.


 


(l)            Any
assignor of a Loan or Commitment or seller of a participation hereunder shall be entitled to rely conclusively on a representation of
the assignee Lender or purchaser of such participation in the relevant Assignment and Assumption or participation agreement, as applicable,
that such assignee or purchaser is not a Disqualified Institution. None of the Lead Arrangers, the Joint Bookrunners or the Agents shall
have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to, Disqualified Institutions.


 


10.7         Adjustments;
Set-off.


 


(a)           Except
to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility,
if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations owing
to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings
of the nature referred to in Section 8.1(f), or otherwise) in a greater proportion than any such payment to or collateral received
by any other Lender, if any, in respect of such other Lender’s Obligations, such Benefited Lender shall purchase for cash from
the other Lenders a participating interest in such portion of each such other Lender’s Obligations, or shall provide such other
Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or
benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest.


 


(b)       
    In addition to any rights and remedies of the Lenders provided by law, each Lender and each of its Affiliates shall
have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted
by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration
or otherwise) after the expiration of any cure or grace periods, to set off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final but excluding trust accounts), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any
time held or owing by such Lender or any Affiliate, branch or agency thereof to or for the credit or the account of the Borrower. Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender;
provided that the failure to give such notice shall not affect the validity of such setoff and application.


 






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10.8         Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of
this Agreement by facsimile or electronic (i.e., “pdf” or “tiff”) transmission shall be effective as delivery
of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower
and the Administrative Agent.


 


10.9         Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


10.10       Integration.
This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Agents and the Lenders with respect to
the subject matter hereof and thereof.


 


10.11       GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT
THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


10.12       Submission
to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)           submits
for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Documents and any Letter
of Credit to which it is a party to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of
New York (the “New York Supreme Court”), and the United States District Court for the Southern District of New York
(the “Federal District Court” and, together with the New York Supreme Court, the “New York Courts”),
and appellate courts from either of them; provided that nothing in this Agreement shall be deemed or operate to preclude (i) any
Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for
the Obligations (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Section 10.12
would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court
order in favor of the Administrative Agent or the Collateral Agent, (ii) any party from bringing any legal action or proceeding
in any jurisdiction for the recognition and enforcement of any judgment and (iii) if all such New York Courts decline jurisdiction
over any person, or decline (or in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action
or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction;


 






    	 	-162-	 



     


    

  


(b)           consents
that any such action or proceeding may be brought in the New York Courts and appellate courts from either of them, and waives any objection
that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same;


 


(c)           agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.2 or at such other address
of which the Administrative Agent shall have been notified pursuant thereto;


 


(d)           agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and


 


(e)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to
in this Section 10.12 any special, exemplary, punitive or consequential damages (provided that such waiver shall not limit
the indemnification obligations of the Loan Parties to the extent such special, exemplary, punitive or consequential damages are included
in any third party claim with respect to which the applicable Indemnitee is entitled to indemnification under Section 10.5).


 


10.13      Acknowledgments.
The Borrower hereby acknowledges that:


 


(a)           it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;


 


(b)           neither
the Agents nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between the Agents and Lenders, on the one hand, and the Borrower, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor;


 


(c)           no
joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrower and the Lenders;


 


(d)           no
advisory or agency relationship between it and any Agent or Lender (in their capacities as such) is intended to be or has been created
in respect of any of the transactions contemplated hereby,


 


(e)           the
Agents and the Lenders, on the one hand, and the Borrower, on the other hand, have an arm’s-length business relationship,


 


(f)            the
Borrower is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents,


 


(g)           each
of the Agents and the Lenders is engaged in a broad range of transactions that may involve interests that differ from the interests of
the Borrower and none of the Agents or the Lenders has any obligation to disclose such interests and transactions to the Borrower by
virtue of any advisory or agency relationship, and


 






    	 	-163-	 



     


    

  


(h)           none
of the Agents or the Lenders (in their capacities as such) has advised the Borrower as to any legal, tax, investment, accounting or regulatory
matters in any jurisdiction (including the validity, enforceability, perfection or avoidability of any aspect of any of the transactions
contemplated hereby under applicable law, including the U.S. Bankruptcy Code or any consents needed in connection therewith), and none
of the Agents or the Lenders (in their capacities as such) shall have any responsibility or liability to the Borrower with respect thereto
and the Borrower has consulted with its own advisors regarding the foregoing to the extent it has deemed appropriate.


 


To the fullest extent permitted by law, the Borrower hereby waives
and releases any claims that it may have against the Agents and the Lenders with respect to any breach or alleged breach of agency or
fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


10.14       Confidentiality.
Each of the Agents and the Lenders agree to treat any and all information, regardless of the medium or form of communication, that is
disclosed, provided or furnished, directly or indirectly, by or on behalf of the Borrower or any of its Affiliates in connection with
this Agreement or the transactions contemplated hereby (including any potential amendments, modifications or waivers, or any request
therefor), whether furnished before or after the Closing Date (“Confidential Information”), as strictly confidential
and not to use Confidential Information for any purpose other than evaluating the Transactions and negotiating, making available, syndicating
and administering this Agreement (the “Agreed Purposes”). Without limiting the foregoing, each Agent and each Lender
agrees to treat any and all Confidential Information with adequate means to preserve its confidentiality, and each Agent and each Lender
agrees not to disclose Confidential Information, at any time, in any manner whatsoever, directly or indirectly, to any other Person whomsoever,
except (1) to its partners that are natural persons, members that are natural persons, directors, officers, employees, counsel,
advisors, trustees and Affiliates (collectively, the “Representatives”), to the extent necessary to permit such Representatives
to assist in connection with the Agreed Purposes (it being understood that the Representatives to whom such disclosure is made will be
informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential,
with the applicable Agent or Lender responsible for the breach of this Section 10.14 by such Representatives as if they were party
hereto), (2) to any pledgee referred to in Section 10.6(d) and prospective Lenders and participants in connection with
the syndication (including secondary trading) of the Facilities and Commitments and Loans hereunder (excluding any Disqualified Institution),
in each case who are informed of the confidential nature of the information and agree to observe and be bound by standard confidentiality
terms at least as favorable to the Borrower and its Affiliates as those contained in this Section 10.14, (3) to any party or
prospective party (or their advisors) to any swap, derivative or similar transaction under which payments are made by reference to the
Borrower and the Obligations, this Agreement or payments hereunder, in each case who are informed of the confidential nature of the information
and are instructed to observe and be bound by standard confidentiality terms at least as favorable to the Borrower and its Affiliates
as those contained in this Section 10.14, (4) upon the request or demand of any Governmental Authority having or purporting
to have jurisdiction over it, (5) in response to any order of any Governmental Authority or as may otherwise be required pursuant
to any Requirement of Law, provided, that in the case of the foregoing clauses (4) and (5) (other than in connection
with any routine audit or examination conducted by bank accountants or regulatory or self-regulatory authority exercising routine examination
or regulatory or self-regulatory authority), the disclosing Agent or Lender, as applicable, agrees, to the extent practicable and not
prohibited by applicable Law, to notify the Borrower prior to such disclosure and cooperate with the Borrower in obtaining an appropriate
protective order, (6) to the extent reasonably required or necessary, in connection with any litigation or similar proceeding relating
to the Facilities, (7) information that has been publicly disclosed other than in breach of this Section 10.14, (8) to
the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires
access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or in
connection with examinations or audits of such Lender, (9) to the extent reasonably required or necessary, in connection with the
exercise of any remedy under the Loan Documents, (10) to the extent the Borrower has consented to such disclosure in writing, (11)
to any other party to this Agreement, (12) by the Administrative Agent to the extent reasonably required or necessary to obtain a CUSIP
for any Loans or Commitment hereunder, to the CUSIP Service Bureau, (13) to the extent such Confidential Information becomes publicly
available other than as a result of a breach of this Section 10.14 or becomes available to an Agent or Lender or any of their respective
Affiliates on a non-confidential basis from a source other than a Loan Party or their respective Related Parties (so long as such source
is not known to such Agent or Lender or any of their respective Affiliates to be bound by confidentiality obligations to any Loan Party)
or (14) solely with respect to prospective Assignees and/or Participants, the list of Disqualified Institutions. Each Agent and each
Lender acknowledges that (i) Confidential Information includes information that is not otherwise publicly available and that such
non-public information may constitute confidential business information which is proprietary to the Borrower and/or its Affiliates and
(ii) the Borrower has advised the Agents and the Lenders that it is relying on the Confidential Information for its success and
would not disclose the Confidential Information to the Agents and the Lenders without the confidentiality provisions of this Agreement.
All information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or
in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information
about the Borrower and its Affiliates and their related parties or their respective securities. Accordingly, each Lender represents to
the Borrower and the Administrative Agent that it has identified in its administrative questionnaire a credit contact who may receive
information that may contain material non-public information in accordance with its compliance procedures and applicable law, including
Federal and state securities laws. Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and
Assumption, the provisions of this Section 10.14 shall survive with respect to each Agent and Lender until the second anniversary
of such Agent or Lender ceasing to be an Agent or a Lender, respectively. In addition, the Administrative Agent and the Lenders may disclose
the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending
industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan
Documents, and the Commitments.


 






    	 	-164-	 



     


    

  


10.15       Release
of Collateral and Guarantee Obligations; Subordination of Liens.


 


(a)           Notwithstanding
anything to the contrary contained herein or in any other Loan Document, upon the reasonable request of the Borrower in connection with
any Disposition of Property permitted by the Loan Documents or any Loan Party becoming an Excluded Subsidiary pursuant to a transaction
permitted by the Loan Documents, the Collateral Agent shall (without recourse or warranty and notice to, or vote or consent of, any Lender,
or any Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Cash Management Obligations)
execute and deliver all releases reasonably necessary or desirable to evidence the release of Liens created in any Collateral being Disposed
of in such Disposition (including any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary, as
applicable, and to provide notices of the termination of the assignment of any Property for which an assignment had been made pursuant
to any of the Loan Documents which is being Disposed of in such Disposition or of such Excluded Subsidiary, as applicable, and to release
any Guarantee Obligations under any Loan Document of any Person being Disposed of in such Disposition or which becomes an Excluded Subsidiary,
as applicable; provided that no Subsidiary Guarantor shall be released from its Guarantee Obligations solely because it is no
longer a wholly-owned Restricted Subsidiary unless it is sold or otherwise transferred to an unaffiliated third party as part of a bona
fide transaction permitted by the Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to
any such Property so Disposed of (other than Property Disposed of Holdings or any of its Restricted Subsidiaries) or of a Loan Party
which becomes an Excluded Subsidiary, as applicable, shall no longer be deemed to be repeated once such Property is so Disposed of.


 






    	 	-165-	 



     


    

  


(b)           Notwithstanding
anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (x) obligations in respect
of any Specified Hedge Agreement or Cash Management Obligations and (y) any contingent or indemnification obligations not then due)
have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not cash collateralized
or backstopped or otherwise supported in a manner reasonably satisfactory to the Issuing Lender thereof (the “Termination Date”),
upon the request of the Borrower, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, or any Affiliate
of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Cash Management Obligations) take such
actions as shall be required to release its security interest in all Collateral, and to release all Guarantee Obligations under any Loan
Document, whether or not on the date of such release there may be outstanding Obligations in respect of Specified Hedge Agreements or
Cash Management Obligations or contingent or indemnification obligations not then due. Any such release of Guarantee Obligations shall
be deemed subject to the provision that such Guarantee Obligations shall be reinstated if after such release any portion of any payment
in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its Property,
or otherwise, all as though such payment had not been made.


 


(c)           Notwithstanding
anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted
to be senior by the Loan Documents, the Collateral Agent shall (without notice to, or vote or consent of, any Lender) take such actions
as shall be required to subordinate the Lien on any Collateral to any Lien permitted to be senior under Section 7.3.


 


10.16       Accounting
Changes. In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method
of calculation of financial ratios, covenants, standards or terms in this Agreement, then following notice either from the Borrower to
the Administrative Agent or from the Administrative Agent to the Borrower (which the Administrative Agent shall give at the request of
the Required Lenders), the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of
this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating Holdings’
financial condition and covenant capacities shall be the same after such Accounting Changes as if such Accounting Changes had not been
made. If any such notices are given then, regardless of whether such notice is given prior to or following such Accounting Change, until
such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders
and have become effective, all financial ratios, covenants, standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Changes had not occurred. Any amendment contemplated by the prior sentence shall become effective upon
the consent of the Required Lenders, it being understood that a Lender shall be deemed to have consented to and executed such amendment
if such Lender has not objected in writing within five Business Days following receipt of notice of execution of the applicable amendment
by the Borrower and the Administrative Agent, it being understood that the posting of an amendment referred to in the preceding sentence
electronically on IntraLinks/IntraAgency or another relevant website with notice of such posting by the Administrative Agent to the Lenders
shall be deemed adequate receipt of notice of such amendment. “Accounting Changes” refers to changes in accounting
principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board
or, if applicable, the SEC, in each case, occurring after the Closing Date, including any change to IFRS contemplated by the definition
of “GAAP.”


 






    	 	-166-	 



     


    

 


10.17       WAIVERS
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT or the transactions contemplated hereby
or thereby AND FOR ANY COUNTERCLAIM THEREIN.


 


10.18       USA
PATRIOT ACT. Each Lender hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of
Publ. 107 56 (signed into law October 26, 2001)) (the “USA Patriot Act”), it is required to obtain, verify and
record information that identifies the Loan Parties, which information includes the name and address of such Loan Parties and other information
that will allow such Lender to identify the Loan Parties in accordance with the USA Patriot Act, and the Borrower agrees to provide such
information from time to time to any Lender or Agent reasonably promptly upon request from such Lender or Agent.


 


10.19       Effect
of Certain Inaccuracies. In the event that any financial statement delivered pursuant to Section 6.1(a) or (b) or
any Compliance Certificate delivered pursuant to Section 6.2(b) is inaccurate, and such inaccuracy, if corrected, would have
led to the application of a higher Applicable Margin or Applicable Commitment Fee Rate for any period (an “Applicable Period”)
than the Applicable Margin or Applicable Commitment Fee Rate for such Applicable Period, then (i) promptly following the correction
of such financial statement by the Borrower, the Borrower shall deliver to the Administrative Agent a corrected financial statement and
a corrected Compliance Certificate for such Applicable Period, (ii) the Applicable Margin and Applicable Commitment Fee Rate for
the Test Period preceding the delivery of such corrected financial statement and Compliance Certificate shall be determined based on
the corrected Compliance Certificate for such Applicable Period and (iii) the Borrower shall promptly pay to the Administrative
Agent the accrued additional interest or commitment fees owing as a result of such increased Applicable Margin or Applicable Commitment
Fee Rate for such Test Period. This Section 10.19 shall not limit the rights of the Administrative Agent or the Lenders hereunder,
including under Section 8.1.


 


10.20       Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively, the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 10.20
shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the applicable Overnight Rate to the
date of repayment, shall have been received by such Lender.


 


10.21       Payments
Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, any Issuing Lender,
the Swingline Lender or any Lender, or the Administrative Agent, any Issuing Lender, the Swingline Lender or any Lender exercises its
right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Issuing Lender,
Swingline Lender or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding
under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended
to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred,
and (b) each Lender, each Issuing Lender and the Swingline Lender severally agrees to pay to the Administrative Agent upon demand
its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest
thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from
time to time in effect. The obligations of the Lenders, the Issuing Lenders and the Swingline Lender under clause (b) of the preceding
sentence shall survive the payment in full of the Obligations and the termination of this Agreement.


 






    	 	-167-	 



     


    

  


10.22       Electronic
Execution. Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document
and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered
pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan
Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic
Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature
page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary
Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and
words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include
Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or
any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any
form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without
limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative
Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower
or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such
Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly
followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower hereby (A) agrees that,
for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings
or litigation among the Administrative Agent, the Lenders, the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images
of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability
as any paper original, (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this
Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall
be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic
records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper
record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any
other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan
Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives
any claim against any Lender-Related Person for any Indemnified Liabilities arising solely from the Administrative Agent’s and/or
any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of
the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission
of any Electronic Signature.


 






    	 	-168-	 



     


    

 


10.23       Acknowledgment
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender
or Issuing Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(a)           the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender that is an Affected Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)           a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or


 


(iii)          the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


10.24       Flood
Matters. Each of the parties hereto acknowledges and agrees that, any increase, extension, or renewal of any of the Loans or Commitments
shall be subject to (and conditioned upon) the prior delivery of “life-of-loan” Federal Emergency Management Agency standard
flood hazard determinations with respect to each Mortgaged Property, and, to the extent any Mortgaged Property is located in an area
determined by the Federal Emergency Management Agency (or any successor agency) to be a special flood hazard area, (i) a notice
about special flood hazard area status and flood disaster assistance duly executed by the Borrower and (ii) evidence of flood insurance
as required by Section 6.5 hereof.


 


10.25       Acknowledgment
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge
Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC
a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal
Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect
of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported
QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States):


 






    	 	-169-	 



     


    

 


(a)           In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States.


  


(b)           In
the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised
against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the
United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect
to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


10.26       Judgment
Currency10.27     . If, for the purposes of obtaining judgment in any court, it is necessary to convert
a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which
in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the
Business Day preceding that on which final judgment is given. The obligation of the Borrower and the other Loan Parties in respect of
any such sum due from it to the Administrative Agent, any Lender or any Issuing Lender hereunder or under the other Loan Documents shall,
notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated
in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the
extent that on the Business Day following receipt by the Administrative Agent, such Lender or such Issuing Lender, as the case may be,
of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Lender or such Issuing Lender, as the case
may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of
the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Lender or any Issuing Lender
from the Borrower or any other Loan Party in the Agreement Currency, the Borrower agree, as a separate obligation and notwithstanding
any such judgment, to indemnify the Administrative Agent, such Lender or Issuing Lender, as the case may be, against such loss. If the
amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Lender or any Issuing
Lender in such currency, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, agrees to return the amount
of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable Requirement of Law).


 


10.27       Gaming
Laws.


 


(a)           This
Agreement and the other Loan Documents are subject to Gaming Laws.  Without limiting the foregoing, the Agents and Lenders acknowledge
that (i) they are or may be subject to the jurisdiction of the Gaming Authorities, in their discretion, for licensing, qualification
or findings of suitability, to file documents or provide information and (ii) certain rights, remedies and powers in or under this
Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate applicable Gaming
Laws and only to the extent that any required Gaming Approvals (including prior approvals) are obtained.  Further, the pledge of
Capital Stock issued by any Restricted Subsidiary that is subject to the jurisdiction of certain Gaming Authorities may require the approval
of such Gaming Authorities in order to be effective.  To the extent such approvals are required from any applicable Gaming Authorities,
no certificates evidencing such Capital Stock may be delivered to the Collateral Agent or any custodial agent thereof until such approval
has been obtained.


 






    	 	-170-	 



     


    

  


(b)           The
Agents and Lenders agree to cooperate with the Gaming Authorities in connection with the provision of such documents and other information
as may be requested by such Gaming Authorities relating to the Loans or the Loan Documents. The Borrower shall bear all costs and expenses
of any such Lenders and Agents incurred in connection with such parties’ cooperation with any requests of such Gaming Authorities
including, without limitation, any costs and expenses incurred by any Lenders and Agents  incurred in connection with such cooperation.


 


(c)           Notwithstanding
anything to the contrary contained in this Agreement, the Lenders acknowledge and agree that if any Loan Party receives a notice from
any Gaming Authority that any Lender is a Disqualified Institution under subsection (ii) of the definition of “Disqualified
Institution” and such Lender is notified by Holdings or the Borrower in writing of such disqualification), the Borrower shall have
the right to (i) cause such Disqualified Institution to transfer and assign, without recourse, all of its interest, rights and obligations
in its outstanding Loans or (ii) in the event that (A) the Borrower is unable to effect an assignment of such Loans after using
its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such
Disqualified Institution’s Loans.  Notice to such Disqualified Institution shall be given at least 10 days prior to the required
date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment
is required pursuant to Gaming Laws.  Notwithstanding anything herein to the contrary, any prepayment of a Loan shall be at a price
that shall be equal to the sum of the principal amount of such Loan and accrued and unpaid interest thereon to the date such Lender became
a Disqualified Institution (plus any fees and other amounts accrued for the account of such Disqualified Institution to the date such
Lender became a Disqualified Institution).


 


(d)           If
during the existence of an Event of Default it shall become necessary for an agent, supervisor, receiver or other representative of the
Lenders to obtain any authorization, become licensed or qualified, or be found suitable under any Gaming Laws or otherwise obtain any
Gaming Approval as a condition to receiving the benefit of any Loan Documents or the Collateral secured thereby to otherwise enforce
the rights of the Agents and the Lenders thereunder, each of Holdings and the Borrower (on its own behalf and on behalf of each of the
Loan Parties) hereby agrees to cooperate with such agent, supervisor, receiver or other representative of the Lenders and to execute
(or cause any applicable Loan Party to execute) such documents as may be required and otherwise use reasonable best efforts in order
to permit the Gaming Authorities to consider and rule upon the application of such agent, supervisor, receiver or other representative
of the Lenders.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    	 	-171-	 



     


    

  


IN WITNESS WHEREOF, each of the parties hereto
has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.


 


	 	SCIENTIFIC GAMES INTERNATIONAL, INC.,
    as Borrower
	 	 
	 	 	 
	 	By: 	/s/ James Sottile
	 	 	Name: James Sottile
	 	 	Title: Secretary
	 	 	 
	 	 	 
	 	SCIENTIFIC GAMES CORPORATION, as Holdings
	 	 	 
	 	 	 
	 	By:	/s/ James Sottile 
	 	 	Name: James Sottile
	 	 	Title: Executive Vice President and Chief Legal Officer



 






    	 	 	 



     


    

 


	 	JPMORGAN CHASE BANK, N.A., as Administrative
    Agent and Collateral Agent
	 	 	 
	 	 	 
	 	By:	/s/ Jeffrey
    Miller 
	 	 	Name: Jeffrey Miller
	 	 	Title: Executive Director
	 	 	 
	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as an Issuing
    Lender, Swingline Lender and a Lender
	 	 
	 	 	 
	 	By:	/s/ Jeffrey
    Miller 
	 	 	Name: Jeffrey Miller
	 	 	Title: Executive Director



 






    	 	 	 



     


    

 


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


 






     


     


    

 


	 	BNP Paribas, as a Lender and an Issuing
    Lender
	 	 
	 	By:	/s/
    James Goodall 
	 	 	Name: 	James Goodall
	 	 	Title: 	Managing Director
	 	 
	 	By:	/s/
    Kyle Fitzpatrick 
	 	 	Name: 	Kyle Fitzpatrick
	 	 	Title: 	Director




 


[Signature Page to Credit
Agreement]


 






     


     


    

 





	 	DEUTSCHE BANK AG NEW YORK BRANCH,
    as a Lender and an Issuing Lender
	 	 
	 	By:	/s/
    Jessica Lutrario
	 	 	Name:	Jessica Lutrario
	 	 	Title: 	Associate
	 	 	 	jessica.lutrario@db.com
	 	 	 	212-250-8235

	 	 
	 	By:	/s/
    Philip Tancorra
	 	 	Name: 	Philip Tancorra
	 	 	Title: 	Vice President
	 	 	 	philip.tancorra@db.com
	 	 	 	212-250-6576





 


[Signature Page to Credit
Agreement]


 






     


     


    










 


	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender and an Issuing
    Lender
	 	 
	 	By:	/s/ Brook K. Miller
	 	 	Name: 	Brook K. Miller
	 	 	Title: 	Executive Director








 


[Signature Page to Credit
Agreement]


 






     


     


    







 





	 	BARCLAYS BANK PLC, as a Lender and an Issuing Lender
	 	 
	 	By:	/s/ Craig Malloy
	 	 	Name: 	Craig Malloy
	 	 	Title: 	Director





 


[Signature Page to Credit
Agreement]


 






     


     


    







 





	 	CITIZENS BANK, N.A., as a Lender and an Issuing Lender
	 	 
	 	By:	/s/ John Sidarous
	 	 	Name: 	John Sidarous
	 	 	Title: 	Managing Director


 


[Signature Page to Credit
Agreement]


 






     


     


    







 





	 	GOLDMAN SACHS BANK USA, as a Lender and an Issuing Lender
	 	 
	 	By:	/s/ John Sidarous
	 	 	Name: 	John Sidarous
	 	 	Title: 	Managing Director


 





[Signature Page to Credit
Agreement]


 






     


     


    

 


 


	 	GOLDMAN SACHS BANK USA, as a Lender and an Issuing Lender
	 	 
	 	By:	/s/ Charles Johnston
	 	 	Name: Charles Johnston
	 	 	Title: Authorized Signatory




 


[Signature Page to Credit Agreement]


 






     


     


    

 





	 	Morgan Stanley Senior Funding, Inc., as a Lender and an Issuing Lender
	 	 
	 	By:	/s/ Michael King
	 	 	Name: Michael King
	 	 	Title: Vice President




 


[Signature Page to Credit Agreement]


 






     


     


    

 








	 	ROYAL BANK OF CANADA, as a Lender and an Issuing Lender
	 	 
	 	By:	/s/ Nicholas Heslip
	 	 	Name: Nicholas Heslip
	 	 	Title: Authorized Signatory




 


[Signature Page to Credit Agreement]


 






     


     


    

 











	 	Truist Bank, as a Lender and an Issuing Lender
	 	 
	 	By:	/s/ J. Haynes Gentry III
	 	 	Name: J. Haynes Gentry III 
	 	 	Title: Managing Director




 


[Signature Page to Credit Agreement]


 






     


     


    

 














	 	MACQUARIE CAPITAL FUNDING LLC, as a Lender and an Issuing Lender
	 	 
	 	By:	/s/ Stephen Mehos
	 	 	Name: Stephen Mehos 
	 	 	Title: Authorized Signatory




 


	 	By:	/s/ Chris Dorsett
	 	 	Name: Chris Dorsett
	 	 	Title: Authorized Signatory




 


[Signature Page to Credit Agreement]