EX-10.27





 Exhibit 10.27 

Execution Version 
 FIRST
AMENDMENT TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 FIRST AMENDMENT (this “Amendment”), dated as of
April 17, 2020, to Second Lien Credit and Guaranty Agreement, dated as of April 6, 2020, among AIRBNB, INC., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower party thereto (the
“Guarantors”), the lenders party thereto (the “Lenders”) and TOP IV TALENTS, LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (as amended,
restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”). 
 W I T N E S S E T H :

 WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent originally entered into the Credit Agreement, pursuant to
which the Lenders agreed to make Loans to the Borrower; 
 WHEREAS, the Borrower and the Required Lenders wish to make certain amendments to
the Credit Agreement as described herein; and 
 WHEREAS, in furtherance thereof, each party hereto hereby consents to the modifications to
the Credit Agreement as set forth in Section 2 below (the Credit Agreement, as hereby modified by this Amendment, the “Amended Credit Agreement”). 

NOW, THEREFORE, the parties hereto hereby agree as follows: 

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Amended Credit Agreement and used herein shall have the
meanings given to them in the Amended Credit Agreement. 
 SECTION 2. Amendments. The Borrower, the Required Lenders and the
Administrative Agent agree that the Credit Agreement is, (i) effective as of the Initial Amendment Effective Date (as defined below), hereby amended by deleting the stricken text (indicated textually in the same manner as the following example:
stricken text) and by adding the double-underlined text (indicated textually in the same manner as the
following example: double-underlined text) as set forth in
the pages of the Credit Agreement attached as Exhibit A hereto and (ii) effective as of the Second Amendment Effective Date (as defined below), hereby further amended by deleting the stricken text (indicated textually in the same manner
as the following example: stricken text) and by adding the double-underlined text (indicated textually
in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit B hereto. 

SECTION 3. Conditions to Effectiveness of the Initial Amendment. The changes set forth in Exhibit A of this Amendment shall become
effective on and as of the date (the “Initial Amendment Effective Date”) upon which the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of each Credit Party, the Required
Lenders and the Administrative Agent. The Initial Amendment Effective Date is April 17, 2020. 
 SECTION 4. Conditions to
Effectiveness of the Second Amendment. The additional changes set forth in Exhibit B of this Amendment, to the extent not set forth in Exhibit A, shall become effective on and as of the date (the “Second Amendment Effective
Date”) upon which the following conditions shall have been satisfied: 
 (a)    the Initial Amendment Effective
Date shall have occurred; and 












 (b)     the Closing Date (as defined therein) under that certain First
Lien Credit and Guaranty Agreement, to be dated on or around April 21, 2020 (the “First Lien Credit Agreement”), by and among the Borrower, certain subsidiaries of the Borrower, as guarantors, the lenders party thereto and
Cortland Capital Market Services LLC, as administrative agent and as collateral agent, shall have occurred. 
 Promptly following the
occurrence of the Closing Date (as defined in the First Lien Credit Agreement), the Borrower shall deliver a written notice to the Administrative Agent and the Closing Date specified in such written notice shall constitute the Second Amendment
Effective Date. 
 SECTION 5. Amendment to Excluded Assets. If the Second Amendment Effective Date shall not have occurred on or
prior to April 30, 2020, the parties hereto hereby agree that the changes to the definition of “Excluded Assets” effected on the Initial Amendment Effective Date and shown on Exhibit A of this Amendment shall be automatically reversed
and the Administrative Agent shall deliver to the parties hereto a revised draft of the Credit Agreement reflecting the reversal of such changes. 

SECTION 6. Further Amendments. The parties hereto agree to modify Exhibit B of this Amendment from time to time prior to the Second
Amendment Effective Date to reflect any additional changes made to the First Lien Credit Agreement prior to the Closing Date thereunder, provided that the parties shall take into account differences related to the structure of the First Lien Credit
Agreement and the Credit Agreement prior to making any such modifications, and provided further that any such additional changes to Exhibit B of this Amendment will be executed and delivered as a new amendment to the Credit Agreement. 

SECTION 7. No Other Amendment or Waivers; Confirmation. This Amendment shall not constitute a novation of any Obligations. Except as
expressly provided hereby, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The amendments contained herein shall not be construed as an amendment or waiver of any other provision of the Amended
Credit Agreement or for any purpose except as expressly set forth herein or a consent to any further or future action on the part of any Credit Party that would require the waiver or consent of the Administrative Agent or the Required Lenders. 

SECTION 8. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN
CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH PARTY
HERETO HEREBY AGREES TO THE PROVISIONS SET FORTH IN SECTIONS 10.15 AND 10.16 OF THE AMENDED CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN FULL HEREIN. 

SECTION 9. Miscellaneous. (a) This Amendment may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging or
signature means shall be effective as delivery of a manually executed counterpart of this Amendment. 
 (b) The provisions of this Amendment
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including permitted assignees of its Loans in whole or in part prior to effectiveness hereof). 












 (c) This Amendment shall be a Credit Document for all purposes of the Amended Credit
Agreement and the other Credit Documents. 
 SECTION 10. Severability. If any provision of this Amendment is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. 
 SECTION 11. Headings. Section headings used
herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. 

SECTION 12. Assignment and Assumption. Each Person who was a Lender on the Effective Date, by execution of this Amendment, hereby
assigns all of its rights and obligations under the Credit Documents to the Person(s) set forth on the applicable signature page hereto. Each assignee, by execution of this Amendment, accepts such assignment and agrees to be bound by the terms of
the Credit Documents, including this Amendment. 












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written. 
  

					
	AIRBNB, INC., as Borrower
		
	By:	 	 /s/ David Stephenson

		 	Name:	 	David Stephenson
		 	Title:	 	Chief Financial Officer
	
	AIRBNB PAYMENTS HOLDING LLC, as a Guarantor
		
	By:	 	 /s/ David Stephenson

		 	Name:	 	David Stephenson
		 	Title:	 	Chief Financial Officer
	
	AIRBNB PAYMENTS, INC., as a Guarantor
		
	By:	 	 /s/ Bart Rubin

		 	Name:	 	Bart Rubin
		 	Title:	 	General Counsel
	
	HOTEL TONIGHT, LLC, as a Guarantor
		
	By:	 	 /s/ David Stephenson

		 	Name:	 	David Stephenson
		 	Title:	 	Chief Financial Officer



  
 [Signature Page to
Amendment] 













 
					
	 TOP IV TALENTS, LLC,

as Administrative Agent

		
	By:	 	 /s/ Steven Pluss

		 	Name:	 	Steven Pluss
		 	Title:	 	Vice President



  
 [Signature Page to
Amendment] 













 
					
	 TCS LENDING, LLC, SERIES 9,

as a Lender

		
	By:	 	 /s/ Steven Pluss

		 	Name:	 	Steven Pluss
		 	Title:	 	Vice President



  
 [Signature Page to
Amendment] 













 
					
	 TOP IV LENDING, LLC, SERIES 3,

as a Lender

		
	By:	 	 /s/ Steven Pluss

		 	Name:	 	Steven Pluss
		 	Title:	 	Vice President



  
 [Signature Page to
Amendment] 













 
					
	 TDL LENDING, LLC, SERIES 13,

as a Lender

		
	By:	 	 /s/ Steven Pluss

		 	Name:	 	Steven Pluss
		 	Title:	 	Vice President



  
 [Signature Page to
Amendment] 













 
					
	 SILVER LAKE PARTNERS V, L.P.,

as an assigning and existing Lender

	
	By: Silver Lake Technology Associates V, L.P.
	
	By: SLTA V (GP), L.L.C.
	
	By: Silver Lake Group, L.L.C.
		
	By:	 	 /s/ Egon Durban

		 	Name:	 	Egon Durban
		 	Title:	 	Co-CEO
	
	 SLP V CONSTELLATION HOLDINGS, L.P.,

as an assignee and joining Lender

	
	By: SLP V Constellation GP, L.L.C.
	
	By: Silver Lake Technology Associates V, L.P.
	
	By: SLTA (GP), L.L.C.
	
	By: Silver Lake Group, L.L.C.
		
	By:	 	 /s/ Egon Durban

		 	Name:	 	Egon Durban
		 	Title:	 	Co-CEO



  
 [Signature Page to
Amendment] 













 Exhibit A 

Initial Amended Credit Agreement 












 Exhibit B 

Second Amended Credit Agreement 












 Execution Version 

 
  

 
 SECOND LIEN CREDIT AND GUARANTY
AGREEMENT 
 Dated as of April 6, 2020 

(incorporating amendments pursuant to that First Amendment dated as of April 17, 2020) 

among 
 AIRBNB, INC., 

as Borrower, 
 CERTAIN
SUBSIDIARIES OF THE BORROWER PARTY HERETO, 
 as Guarantors 

THE LENDERS PARTY HERETO 
 and

 TOP IV TALENTS, LLC, 
 as
Administrative Agent and Collateral Agent 
  

 
  

 
  












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 SECTION 1
	 	 DEFINITIONS AND INTERPRETATION
	  	 	1	 
	 1.1
	 	 Definitions
	  	 	1	 
	 1.2
	 	 Accounting Terms
	  	 	29	 
	 1.3
	 	 Interpretation, Etc
	  	 	29	 
	 1.4
	 	 Timing of Performance
	  	 	30	 
	 1.5
	 	 Currency Generally
	  	 	30	 
	 1.6
	 	 Divisions
	  	 	30	 
	 1.7
	 	 Negative Covenant Compliance
	  	 	30	 
			
	 SECTION 2
	 	 LOANS
	  	 	3031	 
	 2.1
	 	 Term Loans
	  	 	3031	 
	 2.2
	 	 Pro Rata Shares
	  	 	31	 
	 2.3
	 	 Use of Proceeds
	  	 	31	 
	 2.4
	 	 Evidence of Debt; Notes
	  	 	3132	 
	 2.5
	 	 Interest on Loans
	  	 	32	 
	 2.6
	 	 Conversion and Continuation
	  	 	33	 
	 2.7
	 	 Default Interest
	  	 	33	 
	 2.8
	 	 Fees
	  	 	34	 
	 2.9
	 	 Maturity
	  	 	3435	 
	 2.10
	 	 Voluntary Prepayments
	  	 	3435	 
	 2.11
	 	 Mandatory Prepayments
	  	 	35	 
	 2.12
	 	 Application of Prepayments
	  	 	36	 
	 2.13
	 	 General Provisions Regarding Payments
	  	 	3637	 
	 2.14
	 	 Ratable Sharing
	  	 	38	 
	 2.15
	 	 Making or Maintaining Eurodollar Loans
	  	 	38	 
	 2.16
	 	 Increased Costs; Capital Adequacy
	  	 	3940	 
	 2.17
	 	 Taxes; Withholding, Etc.
	  	 	41	 
	 2.18
	 	 Obligation to Mitigate
	  	 	44	 
	 2.19
	 	 Replacement of Lenders
	  	 	4445	 
	 2.20
	 	 Defaulting Lenders
	  	 	45	 
			
	 SECTION 3
	 	 CONDITIONS PRECEDENT
	  	 	4647	 
	 3.1
	 	 Effective Date
	  	 	4647	 
	 3.2
	 	 Closing Date
	  	 	47	 
			
	 SECTION 4
	 	 REPRESENTATIONS AND WARRANTIES
	  	 	49	 
	 4.1
	 	 Organization; Required Power and Authority;
Qualification
	  	 	49	 
	 4.2
	 	 Equity Interests and Ownership
	  	 	49	 
	 4.3
	 	 Due Authorization
	  	 	4950	 
	 4.4
	 	 No Conflict
	  	 	4950	 
	 4.5
	 	 Governmental Consents
	  	 	50	 
	 4.6
	 	 Binding Obligation
	  	 	50	 
	 4.7
	 	 Historical Financial Statements
	  	 	50	 
	 4.8
	 	 No Material Adverse Change
	  	 	50	 
	 4.9
	 	 Adverse Proceedings
	  	 	5051	 
	 4.10
	 	 Payment of Taxes
	  	 	5051	 
	 4.11
	 	 Title
	  	 	51	 
	 4.12
	 	 Real Estate Assets
	  	 	51	 














							
	 4.13
	 	 Environmental Matters
	  	 	51	 
	 4.14
	 	 Investment Company Regulation
	  	 	5152	 
	 4.15
	 	 Margin Stock
	  	 	5152	 
	 4.16
	 	 Employee Matters
	  	 	52	 
	 4.17
	 	 Employee Benefit Plans
	  	 	52	 
	 4.18
	 	 Solvency
	  	 	52	 
	 4.19
	 	 Compliance with Laws
	  	 	52	 
	 4.20
	 	 Disclosure
	  	 	53	 
	 4.21
	 	 Collateral
	  	 	53	 
	 4.22
	 	 Status as Senior Indebtedness
	  	 	53	 
	 4.23
	 	 Intellectual Property
	  	 	53	 
			
	 SECTION 5
	 	 AFFIRMATIVE COVENANTS
	  	 	5354	 
	 5.1
	 	 Financial Statements and Other Reports and
Notices
	  	 	5354	 
	 5.2
	 	 Existence
	  	 	56	 
	 5.3
	 	 Payment of Taxes and Claims
	  	 	56	 
	 5.4
	 	 Maintenance of Properties
	  	 	56	 
	 5.5
	 	 Insurance
	  	 	56	 
	 5.6
	 	 Books and Records
	  	 	57	 
	 5.7
	 	 Inspections
	  	 	57	 
	 5.8
	 	 Lenders Meetings
	  	 	57	 
	 5.9
	 	 Compliance with Laws
	  	 	57	 
	 5.10
	 	 Environmental
	  	 	5758	 
	 5.11
	 	 Subsidiaries
	  	 	5758	 
	 5.12
	 	 Material Real Estate
	  	 	58	 
	 5.13
	 	 Use of Proceeds
	  	 	5960	 
	 5.14
	 	 Further Assurances
	  	 	60	 
	 5.15
	 	 Post-Closing Obligations
	  	 	60	 
			
	 SECTION 6
	 	 NEGATIVE COVENANTS
	  	 	60	 
	 6.1
	 	 Indebtedness
	  	 	60	 
	 6.2
	 	 Liens
	  	 	6465	 
	 6.3
	 	 Payments and Prepayments of Certain
Indebtedness
	  	 	68	 
	 6.4
	 	 Restricted Payments
	  	 	69	 
	 6.5
	 	 Burdensome Agreements
	  	 	71	 
	 6.6
	 	 Investments
	  	 	72	 
	 6.7
	 	 Fundamental Changes
	  	 	75	 
	 6.8
	 	 Asset Sales
	  	 	76	 
	 6.9
	 	 Sales and Lease-Backs
	  	 	78	 
	 6.10
	 	 Transactions with Affiliates
	  	 	78	 
	 6.11
	 	 Fiscal Year
	  	 	79	 
	 6.12
	 	 Anti-Layering
	  	 	79	 
			
	 SECTION 7
	 	 GUARANTY
	  	 	79	 
	 7.1
	 	 Guaranty of the Obligations
	  	 	79	 
	 7.2
	 	 Contribution by Guarantors
	  	 	79	 
	 7.3
	 	 Payment by Guarantors
	  	 	80	 
	 7.4
	 	 Liability of Guarantors Absolute
	  	 	7980	 
	 7.5
	 	 Waivers by Guarantors
	  	 	82	 
	 7.6
	 	 Guarantors’ Rights of Subrogation, Contribution,
Etc
	  	 	82	 
	 7.7
	 	 Subordination of Other Obligations
	  	 	83	 


  
 ii 














							
	 7.8
	 	 Continuing Guaranty
	  	 	83	 
	 7.9
	 	 Authority of Guarantors or the Borrower
	  	 	8283	 
	 7.10
	 	 Financial Condition of the Borrower
	  	 	83	 
	 7.11
	 	 Bankruptcy, Etc.
	  	 	83	 
	 7.12
	 	 Discharge of Guaranty Upon Sale of Guarantor
	  	 	84	 
	 7.13
	 	 Maximum Liability
	  	 	84	 
			
	 SECTION 8
	 	 EVENTS OF DEFAULT
	  	 	84	 
	 8.1
	 	 Events of Default
	  	 	84	 
	 8.2
	 	 Acceleration
	  	 	87	 
	 8.3
	 	 Application of Payments and Proceeds
	  	 	87	 
			
	 SECTION 9
	 	 AGENTS
	  	 	88	 
	 9.1
	 	 Appointment and Authority
	  	 	88	 
	 9.2
	 	 Rights as a Lender
	  	 	88	 
	 9.3
	 	 Exculpatory Provisions
	  	 	88	 
	 9.4
	 	 Reliance by Agents
	  	 	89	 
	 9.5
	 	 Delegation of Duties
	  	 	90	 
	 9.6
	 	 Resignation of the Administrative Agent
	  	 	90	 
	 9.7
	 	 Non-Reliance on Agents and
Other Lenders
	  	 	91	 
	 9.8
	 	 Administrative Agent May File Proofs of Claim
	  	 	91	 
	 9.9
	 	 Collateral Documents and Guaranty
	  	 	92	 
	 9.10
	 	 Withholding Taxes
	  	 	93	 
	 9.11
	 	 Agent Discretion
	  	 	93	 
			
	 SECTION 10
	 	 MISCELLANEOUS
	  	 	93	 
	 10.1
	 	 Notices
	  	 	93	 
	 10.2
	 	 Expenses
	  	 	94	 
	 10.3
	 	 Indemnity; Certain Waivers
	  	 	95	 
	 10.4
	 	
Set-Off
	  	 	96	 
	 10.5
	 	 Amendments and Waivers
	  	 	96	 
	 10.6
	 	 Successors and Assigns; Participations
	  	 	99	 
	 10.7
	 	 Independence of Covenants
	  	 	103	 
	 10.8
	 	 Survival of Representations, Warranties and
Agreements
	  	 	102103	 
	 10.9
	 	 No Waiver; Remedies Cumulative
	  	 	103	 
	 10.10
	 	 Marshalling; Payments Set Aside
	  	 	103	 
	 10.11
	 	 Severability
	  	 	104	 
	 10.12
	 	 Obligations Several; Independent Nature of the Lenders’
Rights
	  	 	104	 
	 10.13
	 	 Headings
	  	 	104	 
	 10.14
	 	 Governing Law
	  	 	104	 
	 10.15
	 	 Consent to Jurisdiction
	  	 	104	 
	 10.16
	 	 WAIVER OF JURY TRIAL
	  	 	104	 
	 10.17
	 	 Confidentiality
	  	 	105	 
	 10.18
	 	 Usury Savings Clause
	  	 	105106	 
	 10.19
	 	 No Strict Construction
	  	 	106	 
	 10.20
	 	 Counterparts; Effectiveness
	  	 	106	 
	 10.21
	 	 Integration
	  	 	107	 
	 10.22
	 	 No Fiduciary Duty
	  	 	107	 
	 10.23
	 	 PATRIOT Act
	  	 	107	 
	 10.24
	 	 Judgment Currency
	  	 	107	 


  
 iii 













 APPENDICES: 
  

					
	 Appendix A
	 	–	  	Initial Term Loan Commitments and Percentages
	 Appendix B
	 	–	  	Administrative Agent’s Notice Office and Payment Office


SCHEDULES: 
  

					
	 Schedule 1.1
	 	–	    	Existing Letters of Credit
	 Schedule 4.1
	 	–	    	Organization
	 Schedule 4.2
	 	–	    	Equity Interests and Ownership
	 Schedule 4.12
	 	–	    	Real Estate Assets
	 Schedule 5.12
	 	–	    	Material Real Estate
	 Schedule 5.15
	 	–	    	Post-Closing Obligations
	 Schedule 6.1(a)(ii)
	 	–	    	Indebtedness
	 Schedule 6.2(a)(ii)
	 	–	    	Liens
	 Schedule 6.5
	 	–	    	Burdensome Agreements
	 Schedule 6.6(e)
	 	–	    	Investments
	 Schedule 6.10(f)
	 	–	    	Transactions with Affiliates

 EXHIBITS: 

 

					
	 Exhibit A-1
	 	–	  	Form of Funding Notice
	 Exhibit A-2
	 	–	  	Form of Conversion/Continuation Notice
	 Exhibit A-3
	 		  	Form of PIK Election Notice
	 Exhibit B
	 	–	  	Form of Term Loan Note
	 Exhibit C
	 	–	  	Form of Compliance Certificate
	 Exhibit D-1
	 	–	  	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	 Exhibit D-2
	 	–	  	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	 Exhibit D-3
	 	–	  	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	 Exhibit D-4
	 	–	  	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	 Exhibit E
	 	–	  	Form of Assignment and Assumption
	 Exhibit F
	 	–	  	Form of Counterpart Agreement
	 Exhibit G
	 	–	  	Form of Collateral Agreement
	 Exhibit H
	 	–	  	Form of Solvency Certificate
	 Exhibit I
	 	–	  	Form of Opinion
	 Exhibit J
	 	-	  	Form of Closing Date Intercreditor Agreement


  
 iv 













 SECOND LIEN CREDIT AND GUARANTY AGREEMENT 

This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of April 6, 2020 (this “Agreement”), is entered into by
and among AIRBNB, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and TOP IV TALENTS, LLC (“TOP IV
Talents”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”), and as collateral agent (together with its permitted successors in such capacity, the
“Collateral Agent”). 
 RECITALS: 

WHEREAS, capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.1
hereof; 
 WHEREAS, the Lenders have agreed to extend a secured term loan facility to the Borrower in an aggregate principal amount
of $1,000,000,000, the proceeds of which will be used by the Borrower for general corporate purposes; 
 WHEREAS, the Guarantors have
agreed to guarantee the obligations of the Borrower hereunder; and 
 WHEREAS, the Borrower and the Guarantors have agreed to secure
their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a Lien on substantially all of their respective assets, subject to the terms and conditions set forth in the Collateral Documents. 

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto
agree as follows: 
 SECTION 1       DEFINITIONS AND INTERPRETATION 

1.1    Definitions. The following terms used herein, including in the preamble, recitals, appendices,
schedules and exhibits hereto, shall have the following meanings: 
 “Adjusted Eurodollar Rate” means with respect to each
day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum equal to the greater of (x) 1.00% per annum, and (y) the Eurodollar Rate. 

“Administrative Agent” as defined in the preamble hereto. 

“Adverse Proceeding” means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or
otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of the Borrower or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign, whether pending or, to the
knowledge of the Borrower or any of its Subsidiaries, threatened in writing against the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries. 

“Affected Lender” as defined in Section 2.15(b). 

“Affected Loans” as defined in Section 2.15(b). 












 “Affiliate” means, with respect to a specified Person, another Person that
directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Notwithstanding the foregoing, neither any Agent nor any Lender shall be deemed an “Affiliate” of
any Credit Party or of any Subsidiary of any Credit Party solely by reason of the provisions of the Credit Documents. 

“Agent” means each of the Administrative Agent, the Collateral Agent and any
sub-agent or supplemental agent appointed by the Administrative Agent or the Collateral Agent from time to time. 

“Agent Parties” as defined in Section 10.1(d)(ii). 

“Aggregate Payments” as defined in Section 7.2. 

“Agreement” as defined in the preamble hereto. 

“AHYDO Catch-Up Payment” means any payment with respect to any obligations of the
Borrower or its Subsidiaries, in each case to avoid the application of Section 163(e)(5) of the Code thereto. 
 “AML
Laws” means all Laws of any jurisdiction applicable to any Lender, the Borrower or any of its Subsidiaries from time to time concerning or relating to anti-money laundering. 

“Anti-Corruption Laws” means all Laws of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to
time concerning or relating to bribery or corruption. 
 “Anti-Terrorism Laws” means any of the Laws relating to terrorism
or money laundering, including Executive Order No. 13224, the PATRIOT Act, the Bank Secrecy Act, the Money Laundering Control Act of 1986 (i.e., 18 USC. §§ 1956 and 1957), the Laws administered by OFAC, and all Laws comprising or
implementing these Laws. 
 “Applicable Margin” means (A) (i) for Initial Term Loans that are Base Rate Loans, 9.00%
per annum and (ii) for Initial Term Loans that are Eurodollar Loans, 10.00% per annum, in each case, subject to adjustment described under Section 6.1(l)(v). 

“Applicable Premium” means, as of the date of the occurrence of an Applicable Premium Trigger Event: 

(a)     during the period of time from and after the Closing Date up to (but not including) the First Call Date, an amount
equal to the sum of (x) 2.00% of the principal amount of the Term Loan prepaid (or in the case of an Applicable Premium Trigger Event occurring under clauses (b), (c) or (d) of the definition thereof, deemed to be prepaid) and (y) the
Make-Whole Premium on such Term Loans; provided that, within 180 days after the Closing Date, the Borrower may voluntarily (or shall, in accordance with the terms hereof) repay all or any portion of the Initial Term Loans with funds from,
related to or associated with any governmental assistance and/or sponsored facility or program, including any loan programs, related to the COVID-19 pandemic (including, for the avoidance of doubt, any
assistance, facility or program contemplated by the CARES Act or established by the Federal Reserve under the authority of Section 13(3) of the Federal Reserve Act), in which case the amount of Applicable Premium shall be 5.00% of the Term
Loans so prepaid; 
 (b)     during the period of time from and after the First Call Date up to (but not including) the
date that is the first anniversary of the First Call Date, an amount equal to 2.00% of the principal amount of the Term Loan prepaid (or in the case of an Applicable Premium Trigger Event occurring under clauses (b), (c) or (d) of the
definition thereof, deemed to be prepaid) on such date; 

  
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 (c)     during the period of time from and after the first anniversary
of the First Call Date up to (but not including) the date that is the second anniversary of the First Call Date, an amount equal to 1.00% of the principal amount of the Term Loan prepaid (or in the case of an Applicable Premium Trigger Event
occurring under clauses (b), (c) or (d) of the definition thereof, deemed to be prepaid) on such date; 
 (d)    
from and after the second anniversary of the First Call Date, zero. 
 “Applicable Premium Trigger Event” means: 

(a)     any prepayment by any Credit Party of all, or any part, of the principal balance of any Term Loan for any reason,
including, but not limited to, any optional prepayment or mandatory prepayment, and distribution in respect thereof, and any refinancing thereof whether in whole or in part, and whether before or after (i) the occurrence of an Event of Default
or (ii) the commencement of any proceeding under any Debtor Relief Law, and notwithstanding any acceleration (for any reason) of the Obligations in accordance with the terms and conditions of the Credit Documents; 

(b)     the acceleration of the Obligations for any reason, including, but not limited to, acceleration in accordance with
Section 8.2(b), including as a result of the commencement of any proceeding under any Debtor Relief Law; 
 (c)    
the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations in any proceeding under any Debtor Relief Law, foreclosure (whether by power of judicial proceeding or
otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any proceeding under any Debtor Relief Law to any Agent, for the account of the Lenders in full or partial satisfaction of the Obligations; or 

(d)     the termination of this Agreement by the Borrower or any Credit Party for any reason or the replacement of any
Lender pursuant to Section 2.19(iii) or (iv). 
 For purposes of the definition of the term Applicable Premium, if an Applicable Premium Trigger Event
occurs under clause (b), (c) or (d) above, the entire outstanding principal amount of the Term Loans shall be deemed to have been prepaid on the date on which such Applicable Premium Trigger Event occurs. 

“Approved Fund” means any Fund 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. 
 “Asset Sale” as defined in
Section 6.8. 
 “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an
Eligible Assignee (with the consent of any party whose consent is required by Section 10.6(b)(iii)), and reasonably accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form reasonably approved by the
Administrative Agent; provided that the assigning Lender shall not be required to execute the assignment and assumption to the extent such Lender is replaced in accordance with Section 2.19. 

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an
officer), chief executive officer, president or one of its vice presidents (or the 

  
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equivalent thereof), chief compliance officer, a director, general counsel, company secretary or assistant company secretary, and such Person’s chief financial officer or treasurer;
provided, no individual shall be deemed to be an “Authorized Officer” of any Person unless and until the secretary or assistant secretary of such Person shall have delivered to the Administrative Agent an incumbency certificate as
to the office of such individual with respect to such Person. 
 “Bankruptcy Code” means Title 11 of the United States Code
entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute. 
 “Base Rate” means, for any
day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the sum of (a) the Federal Funds Effective Rate in effect on such day, plus (b) 1⁄2 of 1.00%, and (iii) the sum of (a) the Adjusted Eurodollar Rate for an Interest Period of one month at approximately 11:00 a.m. London time on such day (or if such day is not a Business Day, the
immediately preceding Business Day), plus (b) 1.00%. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate, as the case may be, shall be effective on the effective day
of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate, as applicable. Notwithstanding anything set forth herein, the Base Rate shall in no event be less than 3.00%. 

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate. 

“Beneficiary” means each Secured Party. 

“Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors of
such Person, (ii) in the case of any limited liability company, the board of managers or managing member of such Person, (iii) in the case of any partnership, the general partners of such partnership (or the board of directors of the
general partner of such Person, if any) and (iv) in any other case, the functional equivalent of the foregoing. 
 “Board of
Governors” means the Board of Governors of the United States Federal Reserve System. 
 “Borrower” as defined in
the introductory paragraph. 
 “Business Day” means (i) any day excluding Saturday, Sunday and any day which is a
legal holiday under the Laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by Law or other governmental action to close and (ii) with respect to all notices, determinations,
fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and
between banks in Dollar deposits in the London interbank market. 
 “Capital Lease” means, as applied to any Person, any
lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person; provided, that for the avoidance of doubt,
“Capital Lease” shall not include obligations or liabilities of any 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 would be required to be classified and accounted for as an operating lease under GAAP as in effect on December 31, 2015. 

  
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 “CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act of
2020. 
 “Cash Equivalents” means, as at any date of determination, any of the following: (i) marketable securities
(a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the
United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof,
in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A 1 from S&P or at least P 1 from Moody’s; (iii) commercial paper maturing no more than one year from the
date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A 1 from S&P or at least P 1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within three months after
such date and issued or accepted by any Lender or by any commercial bank organized under the Laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as
defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000; (v) shares of any money market mutual fund that (a) has substantially all of
its assets invested continuously in the types of investments referred to in clauses (i) and (iv) above, (b) has net assets of not less than $5,000,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s
and (vi) other cash management arrangements made in accordance with policy therefor approved by the Board of Directors of the Borrower. In the case of Investments by any Foreign Subsidiary or Investments made in a country outside the United
States, Cash Equivalents shall also include (x) Investments of the type and maturity described in clauses (i) through (v) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in
such clauses or equivalent ratings from comparable foreign rating agencies and (y) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the
foregoing investments. 
 “Change in Law” means (a) the adoption of any rule, regulation, treaty or other law after
the date of this Agreement, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) the making or
issuance of any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (i) any
requests, rules, guidelines or directives under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or issued in connection therewith and (ii) any requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to be a
“Change in Law,” to the extent enacted, adopted, promulgated or issued after the date of this Agreement, but only to the extent such rules, regulations, or published interpretations or directives are applied to the Borrower and its
Subsidiaries by the Administrative Agent or any Lender in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities, including, without limitation, for purposes of Section 2.16.

 “Change of Control” means any of the following: 

(i)    at any time prior to the consummation of a Qualified IPO, any Person other than the Permitted
Holders (a) shall have acquired beneficial ownership of more than 50% on a fully diluted basis of the voting interests in the Equity Interests of the Borrower; or (b) shall have obtained a sufficient number of the issued and outstanding
voting interests in the Equity Interests of the Borrower to have and exercise voting power for the election of directors holding a majority of the voting power of the Board of Directors of the Borrower; or 

  
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 (ii)    at any time after the consummation of a
Qualified IPO, any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act, or any successor provision) other than the Permitted
Holders (a) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interests in the Equity Interests of the Relevant Public Company or (b) shall have obtained the power (whether or not exercised) to
elect a majority of the members of the Board of Directors of the Relevant Public Company; or 

(iii)    the occurrence of any “change of control” or similar event under any Permitted First
Lien Debt Documents. 
 For purposes of this definition, (i) “beneficial ownership” shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, (ii) the phrase Person or “group” is within the meaning of Section 13(d) or 14(d) of the Exchange Act, but
excluding any employee benefit plan of such Person or “group” and its subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and (iii) if any Person or
“group” includes one or more Permitted Holders, the issued and outstanding Equity Interests of the Borrower, directly or indirectly, owned by the Permitted Holders that are part of such Person or “group” shall not be treated as
being owned by such Person or “group” (other than Permitted Holders specified in clause (1) of the definition thereof) for purposes of determining whether this definition is triggered. 

“Closing Date” means the first date on which the conditions set forth in Section 3.2 have been satisfied. The Closing
Date is April 17, 2020. 
 “Closing Date Intercreditor Agreement” means (a) solely in connection with the
incurrence of any Permitted First Lien Indebtedness, the first lien/second lien intercreditor agreement applicable solely to Lien but not payment priority, in substantially the form of Exhibit J hereto, with modifications requested by the lenders
under the Permitted First Lien Debt and agreed to by the Administrative Agent in its reasonable discretion or (b) any form of first lien/second lien intercreditor agreement required by the provider of the applicable program under which
Permitted COVID Senior Lien Indebtedness is incurred in form and substance reasonably satisfactory to the Administrative Agent. 

“Closing Date Mortgaged Property” as defined in Section 5.12(a). 

“Code” means the Internal Revenue Code of 1986, as amended, together with the regulations promulgated thereunder from time to
time. 
 “Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in
which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations, but excluding any Excluded Assets. 

“Collateral Agent” as defined in the preamble hereto. 

“Collateral Agreement” means the Collateral Agreement substantially in the form of Exhibit G. 

“Collateral Documents” means the Collateral Agreement, the Mortgages, if any, the Intellectual Property Security Agreements,
if any, and all other instruments, documents and agreements delivered by or on behalf or at the request of any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to, or perfect in favor of, the Collateral
Agent, for the benefit of the Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations. 

  
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 “Commitment” means an Initial Term Loan Commitment. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et. seq.), as amended from time to time and any
successor statute. 
 “Communications” as defined in Section 10.1(d)(ii). 

“Community Funds” means the Borrower’s
annual cash contribution to a local community grant
program. 

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C. 

“Conforming Principles” means the
applicable dollar basket sizes herein (but no other terms thereof) shall be conformed to those corresponding baskets agreed to with providers of Permitted First Lien Indebtedness incurred within 90 days of the Closing Date. 
 “Connection Income Taxes” means Other Connection Taxes that are imposed on
or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 
 “Consolidated Total
Assets” means, as of any date of determination, all assets that would, in conformity with GAAP, be set forth under the caption “total assets” (or any like caption) on a consolidated balance sheet of the Borrower and its
Subsidiaries at such date. 
 “Contractual Obligation” means, as applied to any Person, any provision of any Security
issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument (other than a Credit Document) to which that Person is a party or by which it or any of its properties is bound or to which it
or any of its properties is subject. 
 “Contributing Guarantors” as defined in Section 7.2. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Any Person holding more than 5% of the voting Equity Interests in another Person shall be deemed to be in Control of such Person.
“Controlling” and “Controlled” have meanings correlative thereto. 
 “Controlled Foreign Corporation”
means a “controlled foreign corporation” (within the meaning of Section 957 of the Code) of which the Borrower or any of its Subsidiaries is a “United States shareholder” (within the meaning of Section 951 of the Code)
and with respect to which the Borrower shall have made a determination, in its reasonable judgment, that a guaranty by, grant of a Lien by, or pledge of two-thirds or more of the voting Equity Interests of,
such Subsidiary would result in incremental income tax liability as a result of the application of Section 956 of the Code, taking into account actual anticipated repatriation of funds, foreign tax credits and other relevant factors. 

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in
the applicable Conversion/Continuation Notice. 
 “Conversion/Continuation Notice” means a written Conversion/Continuation
Notice substantially in the form of Exhibit A-2. 

  
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 “Counterpart Agreement” means a joinder to this Agreement substantially in
the form of Exhibit F. 
 “Credit Document” means any of this Agreement, the Notes, if any, each Notice, each Counterpart
Agreement, if any, the Collateral Documents, the Closing Date Intercreditor Agreement (if then in effect), the Fee Letters and each other document jointly identified by the Borrower and the Required Lenders from time to time. 

“Credit Extension” means the making of a Loan. 

“Credit Party” means the Borrower and each Guarantor. 

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

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default. 

“Defaulting Lender” means any Lender that has (a) failed to fund any portion of its Loans within one Business Day of the
date on which such funding is required hereunder, (b) notified the Borrower, the Administrative Agent or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public
statement or provided any written notification to any Person to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) failed,
within three Business Days after request by the Administrative Agent (whether acting on its own behalf or at the reasonable request of the Borrower (it being understood that the Administrative Agent shall comply with any such reasonable request)) to
confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it
hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (e)(i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a
bankruptcy or insolvency proceeding or any action or proceeding of the type described in Section 8.1(f) or (h), or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or
similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or
has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation
of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be deemed to be a
Defaulting Lender solely by virtue of the ownership or acquisition of any capital stock in such Lender or its direct or indirect parent by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with
immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Lender. 
 “Designated Non-Cash
Consideration” means the fair market value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale pursuant to Section 6.8(r) that is designated as
Designated Non-Cash Consideration pursuant to a certificate of an officer of the Borrower, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection


  
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with a subsequent sale of or collection on or other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed, sold or otherwise disposed of or returned in exchange for consideration in the form of cash or
Cash Equivalents in compliance with Section 6.8. 
 “Disqualified Equity Interest” means any Equity Interest which, by
its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for
Equity Interests that are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests that are not otherwise
Disqualified Equity Interests), in whole or in part, (iii) provides for the scheduled payments of dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interest that would constitute
Disqualified Equity Interests, in each case, prior to the date that is ninety one (91) days after the Initial Term Loan Maturity Date as in effect on the date of the issuance of such Equity Interest, except, in the case of clauses (i) and
(ii), if as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change of control or asset sale event are subject to the prior payment in full of all Obligations (other than
Remaining Obligations); provided that if such Equity Interest is issued to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified
Equity Interests solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. The amount of Disqualified Equity Interest deemed to be outstanding at any
time for purposes of this Agreement will be the maximum amount that the Borrower and its Subsidiaries may become obligated to pay upon maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Equity Interest or portion
thereof, plus accrued dividends. 
 “Disqualified Lenders” means (a) those Persons identified by the Borrower to the
Administrative Agent in writing prior to the Effective Date, (b) those Persons who are competitors of the Borrower and its Subsidiaries identified by the Borrower to the Administrative Agent from time to time in writing (including by email) and
(c) in the case of each Persons identified pursuant to clauses (a) and (b) above, any of their Affiliates that are either (i) identified in writing by the Borrower from time to time or (ii) clearly identifiable as Affiliates on
the basis of such Affiliate’s name (other than, in the case of this clause (c), Affiliates that are bona fide debt funds); provided that no updates to the Disqualified Lender list shall be deemed to retroactively disqualify any parties
that have previously acquired an assignment or participation in respect of the Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Disqualified Lenders.
Any supplement to the list of Disqualified Lenders pursuant to clause (b) or (c) above shall be sent by the Borrower to the Administrative Agent in writing (including by email) and such supplement shall take effect on the Business Day such
notice is received by the Administrative Agent (it being understood that no such supplement to the list of Disqualified Lenders shall operate to disqualify any Person that is already a Lender). 

“Dollars” and the sign “$” mean the lawful money of the United States of America. 

“Domestic Subsidiary” means a Subsidiary organized under the laws of the United States of America, any State thereof or the
District of Columbia. 
 “Eligible Assignee” means any Person that meets the requirements to be an assignee under
Section 10.6(b)(iii), 10.6(b)(v) and 10.6(b)(vi) (subject to such consents, if any, as may be required under Section 10.6(b)(iii)). 

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA (regardless of
whether such plan is subject to ERISA, but other than any Multiemployer Plan or Foreign Pension Plan) which is sponsored, maintained or contributed to by, or required to be contributed by, the 

  
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Borrower or any of its Subsidiaries or, solely with respect to such a plan subject to Title IV of ERISA, any of their respective ERISA Affiliates, or with respect to which the Borrower or any of
its Subsidiaries has any material liability. 
 “Environmental Claim” means any notice of violation, claim, action, suit,
proceeding, demand, abatement order or other written notice or order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of
any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health or safety (with respect
to exposure to Hazardous Materials), natural resources or the environment. 
 “Environmental Laws” means any and all
current or future foreign or domestic, federal or state (or any subdivision of either of them) Laws, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) pollution or the protection of the
environment, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health (with respect to exposure to Hazardous
Materials), industrial hygiene, land use or the protection of human, plant or animal health or welfare (in each case with respect to exposure to Hazardous Materials), in any manner applicable to the Borrower or any of its Subsidiaries or any
Facility. 
 “Equity Interests” means all shares of capital stock, partnership interests (whether general or limited),
limited liability company membership interests, beneficial interests in a trust and any other interest or participation that confers on a Person the right to receive a share of profits or losses, or distributions of assets, of an issuing Person,
including any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding any debt Securities convertible into such Equity Interests. 

“ERISA” means the Employee Retirement Income Security Act of 1974, and any successor thereto. 

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of
corporations within the meaning of Section 414(b) of the Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Code of which that Person is a member; and (iii) solely for purposes of Section 412 of the Code, any member of an affiliated service group within the meaning of Section 414(m) or (o) of the
Code of which that Person is a member. 
 “ERISA Event” means (i) a “reportable event” within the meaning of
Section 4043(c) of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation); (ii) with respect to any Pension Plan, the
failure to meet the minimum funding standard of Section 412 of the Code (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430(j) of the
Code or, with respect to any Multiemployer Plan, the failure to make any required contribution in accordance with Section 515 of ERISA except where such failure to make a required contribution does not result and could not reasonably be
expected to result in a Material Adverse Effect or the application for a waiver of the minimum funding standard or an extension of any amortization period, within the meaning of Sections 412(c) or 431(d) of the Code with respect to any Pension Plan;
(iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by the Borrower or any of its Subsidiaries or any of their respective ERISA Affiliates from any 

  
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Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to the Borrower or any of its Subsidiaries pursuant to Section 4063 or
4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan or Multiemployer Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on any ERISA Party pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of
ERISA; (vii) with respect to a Multiemployer Plan, the withdrawal of any ERISA Party in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) if there is any potential liability to the ERISA Parties therefor,
or the receipt by any ERISA Party of notice that such plan is in insolvency pursuant to Section 4245 of ERISA, or that such plan is to terminate or has terminated under Section 4041A of ERISA (to the extent such termination will or is
likely to result in a liability to the ERISA Parties) or under 4042 of ERISA; (viii) the occurrence of an act or omission which could reasonably be expected to give rise to the imposition on the ERISA Parties of fines, penalties, taxes or
related charges under Chapter 43 of Title 26 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan to the extent that such fines, penalties, taxes or related
charges result in or could reasonably be expected to result in a Material Adverse Effect; (ix) the assertion of a material claim (other than routine claims for benefits), suit, action, proceeding, hearing, audit or, to the knowledge of the
Borrower, investigation against any Foreign Pension Plan or the assets thereof, Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against an ERISA Party in connection with any Employee Benefit Plan or Foreign Pension
Plan that results in or could reasonably be expected to result in a Material Adverse Effect; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified
under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code, or the receipt of
notice of the failure of a Foreign Pension Plan to qualify for any applicable tax-favored status or to be registered and maintained in good standing with the applicable Governmental Authority; or (xi) the
imposition of a lien on the assets of the Borrower or any of its Subsidiaries pursuant to Section 430(k) of the Code or Section 303(k) or Section 4068 of ERISA. 

“ERISA Party” means the Borrower, any of its Subsidiaries or any ERISA Affiliate of either of the foregoing. 

“Eurocurrency Reserve Requirements” means for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of
the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board of Governors or other Governmental Authority having
jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors) maintained by a member bank of the
Federal Reserve System. 
 “Eurodollar Base Rate” means (i) the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate which appears on the page of the applicable Bloomberg LIBOR Screen Page which displays an average London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person
which takes over the administration of that rate) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on the applicable
Interest Rate Determination Date, (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate
determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the
administration of that rate) for deposits (for delivery on the first day of such 

  
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period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date or (iii) if the rates
referenced in the preceding clauses (i) and (ii) are not available, the rate per annum equal to the quotation rate offered to first class banks in the London interbank market for deposits (for delivery on the first day of the relevant period)
in Dollars of amounts in same day funds with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date. 

“Eurodollar Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate. 

“Eurodollar Rate” means with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per
annum equal to (x) the Eurodollar Base Rate as of such date divided by (y) (1.00 minus Eurocurrency Reserve Requirements as of such date). 

“Event of Default” as defined in Section 8.1. 

“Exchange Act” means the Securities Exchange Act of 1934, and any successor statute. 

“Excluded Assets” means: 

(i)    any Real Estate Asset that (a) is a leasehold interest (with no requirement to obtain leasehold
mortgages, landlord waivers, bailee waivers, estoppels or collateral access letters), or (b) is not a Material Real Estate; 

(ii)    except to the extent a security interest therein can be perfected by filing of a UCC financing
statement, assets located outside the United States or assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets under such non-U.S. jurisdiction (it being understood that no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction shall be required); 

(iii)    property and assets to the extent that the Administrative Agent may not validly possess a security
interest therein under, or such security interest is restricted by, applicable Laws or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization, other than to the extent such
prohibition or limitation is rendered ineffective under the UCC or other applicable Law notwithstanding such prohibition; 

(iv)    assets of and Equity Interests in any Person (other than a wholly owned Subsidiary) that is not a
Credit Party to the extent a security interest is not permitted to be granted by the terms of such Person’s Organizational Documents, joint venture documents, partnership documents or other equity documents; 

(v)    leases, licenses, permits or agreements (including with respect to any Purchase Money Indebtedness)
to the extent that, and so long as, a grant of a security interest therein, or in the property or assets that secure the underlying obligations with respect thereto (a) is prohibited by applicable Law other than to the extent such prohibition
is rendered ineffective under the UCC or other applicable Law notwithstanding such prohibition or (b) would violate or invalidate such lease, license, permit or agreement, or create a right of termination in favor of, or require the consent of,
any other party thereto (other than the Borrower and its Subsidiaries) (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws), in each case, other than the proceeds thereof; 

  
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 (vi)    governmental licenses, state or local
franchises, charters and authorizations and any other property and assets to the extent that the Administrative Agent may not validly possess a security interest therein under, or such security interest is restricted by, applicable Laws (including,
without limitation, rules and regulations of any Governmental Authority or agency) or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization, other than to the extent such
prohibition or limitation is rendered ineffective under the UCC or other applicable Law notwithstanding such prohibition (but excluding proceeds of any such governmental license), or otherwise require governmental consent thereunder (after giving
effect to the applicable anti-assignment provisions of the UCC or other applicable law); 

(vii)    Margin Stock; 

(viii)    Equity Interests of all first-tier Controlled Foreign Corporations of a Grantor in excess of 65%
of the voting Equity Interests of such Controlled Foreign Corporations; 
 (ix)    Equity Interests of
any Foreign Subsidiary Holding Company in excess of 65% of the voting Equity Interests of such Person; 

(x)    any intent-to-use
trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto and acceptance of such filing by the United States Patent and Trademark Office; 

(xi)    motor vehicles, airplanes, vessels and other assets subject to certificate of title; 

(xii)    payroll accounts, employee benefit accounts, withholding tax and other fiduciary accounts, escrow
accounts, in each case of the foregoing, in respect of arrangements with non-affiliated third parties, worker’s compensation, customs accounts, customer cash accounts, trust and tax withholding which are
funded by the Credit Parties in the ordinary course of business or as is required by Law and, cash collateral accounts subject to Liens permitted under the Credit Agreement; in each case of this clause (xii), other than proceeds that are held in
such accounts that would otherwise constitute Collateral; 
 (xiii)    particular assets if, and for so
long as, in each case, reasonably agreed by the Required Lenders and the Borrower, the cost of creating or perfecting such pledges or security interests in such assets exceed the practical benefits to be obtained by the Lenders therefrom; 

(xiv)    assets for which the grant of a security interest therein would result in material adverse tax or
regulatory costs or consequences as reasonably determined by the Borrower and the Administrative Agent; 

(xv)    commercial tort claims where the amount of damages claimed is not in excess of $50,000,000; 

  
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 (xvi)    letter of credit rights, except to the extent
constituting supporting obligations; 
 (xvii)    any asset of any Foreign Subsidiary that is a
Controlled Foreign Corporation or any Foreign Subsidiary Holding Company; 
 (xviii)    cash held on
behalf of customers by the Borrower or any Subsidiary of the Borrower, cash and other assets constituting Hardship Funds and Community Funds, cash constituting minimum regulatory cash or capital requirements and cash and other assets designated for
Project Denali; and 
 (xix)    Equity Interests of any Excluded Subsidiary (other than Subsidiaries
described in clauses (i), (iii) or (vi) of the definition thereof that are wholly-owned and are not otherwise Subsidiaries described in clause (ii), (iv), (v), (viii), (xii) or (xiii) of the definition of “Excluded Subsidiary”,
but subject to the other limitations in this definition, including, without limitation, in clauses (viii) and (ix) of this definition). 

Notwithstanding the foregoing, (i) “Excluded Assets” shall not include proceeds, substitutions or replacements of any Excluded Asset
unless such proceeds, substitutions or replacements would independently constitute Excluded Assets and (ii) no assets shall constitute Excluded Assets if such assets constitute collateral for any Permitted First Lien Indebtedness or any other
Material Indebtedness. 
 “Excluded Earnout” means any obligations of Borrower or any Subsidiary to pay additional
consideration in connection with an acquisition if such additional consideration is payable (i) in capital stock or Equity Interests, (ii) in cash or (iii) any combination of the foregoing. 

“Excluded Subsidiary” means (i) any Subsidiary that is not a wholly-owned Domestic Subsidiary of the Borrower or a
Guarantor, (ii) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations existing on the Closing Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but not
entered into in contemplation thereof) from guaranteeing the Obligations or if guaranteeing the Obligations would (1) require governmental (including regulatory) consent, approval, license or authorization or (2) that could result in
material adverse tax consequences to the Borrower and its Subsidiaries as reasonably determined by the Borrower and the Required Lenders, (iii) any Foreign Subsidiary Holding Company, (iv) any captive insurance company, license insurance
company, insurance agency(ies), risk purchase group or any insurance company that is a Subsidiary of the Borrower, (v) any Immaterial Subsidiary, (vi) any direct or indirect Foreign Subsidiary of the Borrower that is a Controlled Foreign
Corporation, (vii) any direct or indirect Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a Controlled Foreign Corporation, (viii) any not-for-profit Subsidiaries, (ix) any special purpose entity or special purpose securitization vehicle (or similar entity), (x) any joint venture, (xi) any Subsidiary with respect to which, in the
reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (xii) any Subsidiary formed in connection with
Project Denali or Hardship Fund and Community Fund or
(xiii) any Subsidiary whose sole assets consist of Excluded Assets. Notwithstanding anything set forth herein, no Subsidiary providing any guarantee of any Permitted First Lien Indebtedness or any other Material Indebtedness shall constitute an
Excluded Subsidiary. 
 “Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient
or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient
being organized under the laws of, or having its principal office or, in the case of 

  
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any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case
of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires
such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.18 or Section 2.19) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant
to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 2.17(g) and (d) any withholding Taxes imposed under FATCA. 

“Executive Order No. 13224” means that certain Executive Order No. 13224, effective
September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced. 
 “Existing Credit
Agreement” means that certain Credit and Guarantee Agreement, dated as of April 26, 2016, by and among the Borrower, the guarantors party thereto, Bank of America, N.A., as Administrative Agent and the lenders party and other financial
institutions party thereto (as amended from time to time prior to the Effective Date). 
 “Existing Letters of Credit”
means each letter of credit issued and outstanding as of the Closing Date, as set forth on Schedule 1.1. 
 “Facility”
means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by the Borrower or any of its Subsidiaries or any of their respective predecessors. 

“Fair Share” as defined in Section 7.2. 

“Fair Share Contribution Amount” as defined in Section 7.2. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or
regulatory legislation, rules, or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. 

“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal) equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is
not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average of quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. 

“Fee Letters” means (a) the Closing Payment Letter, dated as of April 6, 2020, by and among the Borrower and the
Lenders party thereto and (b) an agency fee letter to be entered into by and between the Borrower and the Administrative Agent on or prior to the Closing Date. 

  
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 “FEMA” means the Federal Emergency Management Agency, a component of the
U.S. Department of Homeland Security that administers the NFIP. 
 “Financial Officer Certification” means, with respect to
the financial statements for which such certification is required, the certification of the chief financial officer (or comparable officer) of the Borrower that such financial statements fairly present, in all material respects, the financial
condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal
year-end adjustments. 
 “Financial Plan” as defined in Section 5.1(f). 

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989. 

“First Call Date” means, the date that is 18 months after the Closing Date. 

“First Priority” means, (i) with respect to any Lien purported to be created in any Collateral pursuant to any
Collateral Document that does not constitute Equity Interests, that such Lien is prior in right to any other lien thereon, other than Permitted Liens and (ii) with respect to any Lien purported to be created in any Collateral pursuant to any
Collateral Document that constitutes Equity Interests, that such Lien is prior in right to any other lien thereon, other than Permitted Liens which as a matter of law have priority over the Liens on such Collateral created pursuant to the relevant
Collateral Document. 
 “Fiscal Quarter” means a fiscal quarter of any Fiscal Year. 

“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries ending on December 31 of each calendar year.

 “Flood Notice” has the meaning assigned thereto in Section 5.12(a)(v)(B). 

“Foreign Lender” means (i) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if the
Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. 

“Foreign Pension Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program
established or maintained outside of the United States by the Borrower or any of its Subsidiaries primarily for the benefit of employees of the Borrower or any of its Subsidiaries residing outside of the United States that provides, or results in,
retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code. 

“Foreign Subsidiary” means a Subsidiary that is not a Domestic Subsidiary. 

“Foreign Subsidiary Holding Company” means any Domestic Subsidiary of the Borrower substantially all of the assets of which
consist of the Equity Interests (or Equity Interests and other Securities) of one or more Controlled Foreign Corporations. 
 “Free
Cash Flow” means, for any Fiscal Quarter, an amount equal to the amount of cash flow from operations of the Borrower and its Subsidiaries (calculated in accordance with GAAP) minus the sum of (i) the amount of capital
expenditures and (ii) the amount of scheduled amortization or mandatory prepayments of any Indebtedness (other than any mandatory prepayment separately funded with the proceeds of any asset sale proceeds or proceeds of refinancing debt), in
each case, paid in cash by the 

  
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Borrower and its Subsidiaries during such Fiscal Quarter and determined in accordance with the applicable cash flow statements delivered by the Borrower pursuant to Section 5.1 hereof (with
respect to the fourth Fiscal Quarter of each Fiscal Year, in accordance with the audited cash flow statement delivered pursuant to Section 5.1(c) hereof). 

“Free Cash Flow Condition” means the occurrence of the first day on which the Administrative Agent has received a Compliance
Certificate in respect of a Fiscal Quarter ended after the Closing Date during which the Free Cash Flow of the Borrower and its Subsidiaries is no less than zero. 

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 
 “Funding
Guarantor” as defined in Section 7.2. 
 “Funding Notice” means a written notice substantially in the form of
Exhibit A-1 or any other form reasonably approved by the Administrative Agent. 

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally
accepted accounting principles in effect as of the date of determination thereof. 
 “Governmental Authority” means the
government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or
from any Governmental Authority. 
 “Granting Lender” as defined in Section 10.6(e)(ii). 

“Grantor” as defined in the Collateral Agreement. 

“Guaranteed Obligations” as defined in Section 7.1. 

“Guarantor” means each Subsidiary of the Borrower that is a signatory hereto or that executes a Counterpart Agreement until
such time as such Subsidiary is released in accordance with Section 7.12. 
 “Guaranty” means the guaranty of each
Guarantor set forth in Section 7. 
 “Hardship
Fund and Community Fund”
means, collectively, (i) a fund established by the Borrower
for the purpose of making cash grants to hosts on a case to case basis as determined in the sole
discretion of the Borrower and (ii) the Borrower’s annual contribution to a local community grant program. 

“Hazardous Materials” means any hazardous or toxic chemical, material or substance, exposure to which is prohibited, limited
or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the environment, in each case due to its dangerous and deleterious
properties or characteristics. 

  
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 “Hazardous Materials Activity” means any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation,
processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing. 

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted
for, charged, or received under the Laws applicable to any Lender which are presently in effect or, to the extent allowed by Law, under such applicable Laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate
than applicable Laws now allow. 
 “Historical Financial Statements” means the audited consolidated balance sheet as of
December 31, 2018 and 2019 and the related consolidated statements of operations, of redeemable convertible preferred stock and stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2019.

 “Immaterial Subsidiary” means, as of any date of determination, any Subsidiary of the Borrower that has been designated
by the Borrower by written notice to the Administrative Agent as an “Immaterial Subsidiary” from time to time and (a) whose total assets as of the most recent available quarterly or year-end financial statements do not exceed 5.00% of
the consolidated total assets (excluding intercompany amounts and balances) of the Borrower and its Subsidiaries at such date and (b) whose revenues for the most recently ended four quarter period for which financial statements are available do
not exceed 5.00% of the consolidated revenues (excluding intercompany amounts and balances) of the Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP; provided that (i) the total assets of all
such Subsidiaries as of the most recent available quarterly or year-end financial statements shall not exceed 15.00% of the consolidated total assets (excluding intercompany amounts and balances) of the
Borrower and its Subsidiaries at such date and (ii) the revenues of all such Subsidiaries for the most recently ended four-quarter period for which financial statements are available shall not exceed 15.00% of the consolidated revenues
(excluding intercompany amounts and balances) of the Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP. For any determination made as of or prior to the time any Person becomes an indirect or direct
Subsidiary of the Borrower, such determination and designation shall be made based on financial statements provided by or on behalf of such Person in connection with the acquisition of such Person or such Person’s assets. The Borrower may
change the designation of any Subsidiary as an Immaterial Subsidiary by providing written notice to the Administrative Agent; provided that any Subsidiary of the Borrower formed or acquired after the Closing Date, as applicable, that meets
the requirements of an “Immaterial Subsidiary” set forth herein shall be deemed designated as an “Immaterial Subsidiary” unless the Borrower otherwise notifies the Administrative Agent in writing. 

“Indebtedness” as applied to any Person, means, without duplication, (i) indebtedness for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in
conformity with GAAP (excluding, for the avoidance of doubt, lease payments under operating leases); (iii) any obligation owed for all or any part of the deferred purchase price of property or services, including earn-outs earned but past due
(excluding trade or similar payables, accrued income taxes, VAT, deferred taxes, sales taxes, equity taxes and accrued liabilities incurred in the ordinary course of such Person’s business and excluding Excluded Earnouts); (iv) the undrawn face
amount of any letter of credit, bankers’ acceptances, bank guarantees, surety bonds, performance bonds, and similar instruments issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings;
(v) Disqualified Equity Interests; (vi) the direct or indirect guaranty, 

  
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endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by
such Person of the Indebtedness of another; (vii) any obligation of such Person in respect of the Indebtedness described in clauses (i) through (vi) hereof the primary purpose or intent of which is to provide assurance to an obligee that
the Indebtedness of the primary obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (viii) any
liability of such Person for the Indebtedness of another in respect of the Indebtedness described in clauses (i) through (vi) hereof through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any
balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (viii), the primary purpose or intent thereof is as described in clause
(vii) above; (ix) net obligations of such Person under any Swap Contract; and (x) Indebtedness of the type referred to in clauses (i) through (ix) above secured by a Lien on any property or asset owned or held by that Person
regardless of whether the Indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; provided, the amount of any net obligation under any Swap Contract on any date shall be deemed to be
the Swap Termination Value thereof as of such date; provided, further that the following shall not constitute Indebtedness: (i) any right of use liabilities recorded in accordance with Accounting Standards Update
(“ASU”) No. 2016-02, Leases (Topic 842), (ii) liabilities recorded under GAAP related to lease accounting (ASC 840) (other than in respect of capital leases), (iii) any liabilities
reflected on the books and records of the Borrower and its Subsidiaries to the extent constituting amounts that are owed to hosts so long as the related assets reside on such books and records, (iv) any liabilities resulting from equity awards
accounted for as a liability and (v) any repurchase obligation of the Borrower or its Subsidiaries in respect of any Permitted First Lien Indebtedness in connection with the initial syndication thereof. 

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

“Indemnitee” as defined in Section 10.3(a). 

“Initial Term Loan” means a term loan made by the Lenders on the Closing Date to the Borrower pursuant to
Section 2.1(a). 
 “Initial Term Loan Commitment” means the commitment of a Lender to make or otherwise fund an
Initial Term Loan and “Initial Term Loan Commitments” means such commitments of all of the Lenders in the aggregate. The amount of each Lender’s Initial Term Loan Commitment, if any, is set forth on Appendix A-1 or in the applicable Assignment and Assumption, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Initial Term Loan Commitments as of the Closing
Date is $1,000,000,000. 
 “Initial Term Loan Facility” means the Initial Term Loan Commitments and the provisions herein
related to the Initial Term Loans. 
 “Initial Term Loan Maturity Date” means the
63-month anniversary of the Closing Date. 
 “Intellectual Property” has the
meaning assigned to such term in the Collateral Agreement. 
 “Intellectual Property Security Agreement” has the meaning
assigned to that term in the Collateral Agreement. 

  
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 “Intercreditor Agreement” means the Closing Date Intercreditor Agreement
and each other intercreditor agreement referred to herein entered into in connection with the incurrence, assumption or acquisition of any Indebtedness permitted hereunder. 

“Interest Payment Date” means with respect to (i) any Base Rate Loan, the last Business Day of each calendar quarter,
commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Eurodollar Loan, the last day of each Interest Period applicable to such Loan. 

“Interest Period” means, in connection with a Eurodollar Loan, an interest period of one or three-months, as selected by the
Borrower, (i) initially, commencing on the Closing Date and ending on the last Business Day of such period, and (ii) thereafter commencing on the day on which the immediately preceding Interest Period expires and ending on the last
Business Day of the next succeeding one-month or three-month period (as selected by the Borrower in the Conversion/Continuation Notice); provided, (a) if an Interest Period would otherwise expire
on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall expire on the
immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period)
shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; and (c) no Interest Period with respect any Term Loan shall extend beyond the Initial Term Loan Maturity Date. 

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to
the first day of such Interest Period. 
 “Investment” means (i) any direct or indirect purchase or other acquisition
by the Borrower or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person; and (ii) any direct or indirect loan, advance or capital contribution by the Borrower or any of its Subsidiaries to any
other Person. For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment
less any returns to the Borrower or any of its Subsidiaries in respect of such Investment made in cash or Cash Equivalent; provided that, the aggregate amount of such returns shall not exceed the original amount of such Investment. 

“IRS” means the United States Internal Revenue Service. 

“Junior Financing” means any Indebtedness of the Borrower and its Subsidiaries that is (i) subordinated in right of
payment to the Obligations expressly by its terms, (ii) unsecured and/or (iii) is secured on a junior lien basis to the Liens securing the Obligations. 

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

“Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, guidances,
guidelines, ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, governmental agreements and governmental restrictions, whether now or hereafter in effect. 

“Lender” means each Person listed on the signature pages hereto as a Lender, and any other Person (other than a natural
Person) that becomes a party hereto pursuant to an Assignment and Assumption. 
 “Lender Affiliated Parties” as
defined in Section 10.22. 

  
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 “Lender Party” as defined in Section 10.17. 

“Lien” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any
agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing, but
not including the interest of a lessor under a lease which is not a Capital Lease. 
 “Limited Conditionality Acquisition”
means any acquisition not prohibited by this Agreement whose consummation is not conditioned on the availability of, or on obtaining, third party financing. 

“Liquidity” means the amount of unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries, plus the unused
commitments under any revolving facility then if effect. 
 “Loan” means a Term Loan. 

“Make-Whole Premium” is equal to the difference between (a) the aggregate amount of interest (assuming all such interest
constitutes interest due under a Eurodollar Loan with an Interest Period of three months and paid in cash) that would have otherwise been payable from the date of the date of determination through the First Call Date on the applicable principal
amount, minus (b) the aggregate amount of interest (assuming all such interest constitutes interest due under a Eurodollar Loan with an Interest Period of three months and paid in cash) that would have been earned if the prepaid
principal amount were reinvested for the period from the date of determination through the First Call Date at the Treasury Rate. 

“Mandatory Catch-Up Amount” has the meaning assigned to such term in
Section 2.21. 
 “Margin Stock” has the meaning assigned thereto in Regulation U of the Board of Governors. 

“Master Agreement” has the meaning set forth in the definition of “Swap Contract.” 

“Material Adverse Effect” means any event, change or condition that, individually or in the aggregate, has had, or could
reasonably be expected to have (i) a material adverse effect on the business, assets, results of operations or financial condition of the Borrower and its Subsidiaries, taken as a whole (it being understood and agreed that any event, change or
condition attributable to the COVID-19 pandemic shall not be deemed to be a Material Adverse Effect) or (ii) a material adverse effect on the rights and remedies of Agent and any other Secured Party under
the Credit Documents, taken as a whole, including the legality, validity, binding effect or enforceability of the Credit Documents. 

“Material Indebtedness” means (i) any Permitted First Lien Indebtedness and (ii) Indebtedness (other than the
Obligations) of any one or more of the Borrower and its Subsidiaries in an aggregate outstanding principal amount of at least the lesser of (x) $175,000,000 and (y) any “material indebtedness”, “threshold amount” or similar
threshold amount under any Permitted First Lien Debt Documents. 
 “Material Real Estate” means any wholly-owned, fee-owned Real Estate Asset having a fair market value in excess of $150,000,000. 

“Moody’s” means Moody’s Investors Service, Inc. 

“Mortgage” means a mortgage in form and substance reasonably agreed to by the Borrower and the Administrative Agent. 

  
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 “Mortgaged Property” means each Material Real Estate for which a Mortgage
is required pursuant to Section 5.12. 
 “Multiemployer Plan” means any “multiemployer plan” as defined in
Section 4001(a)(3) of ERISA which is sponsored, maintained or contributed to by, or required to be contributed to by, the Borrower or any of its Subsidiaries or any of their respective ERISA Affiliates, or with respect to which the Borrower or
any of its Subsidiaries has any material liability. 
 “NAIC” means The National Association of Insurance Commissioners,
and any successor thereto. 
 “Narrative Report” means, with respect to the financial statements for which such narrative
report is required, a narrative report describing the operations of the Borrower and its Subsidiaries in a form consistent with the form provided to the Borrower’s equity-holders pursuant to that certain Amended and Restated Investors’
Rights Agreement, dated as of July 28, 2016 (as amended, restated, supplemented or otherwise modified from time to time), by and among the Borrower, the investors party thereto and the stockholders party thereto. 

“NFIP” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act
of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, that mandates the purchase of flood insurance to cover real property improvements
located in Special Flood Hazard Areas in participating communities and provides protection to property owners through a federal insurance program. 

“Note” means a Term Loan Note. 

“Notice” means a Funding Notice or a Conversion/Continuation Notice. 

“Notice Office” means the office of the Administrative Agent set forth on Appendix B hereto, or such other office as the
Administrative Agent may hereafter designate in writing as such to the other parties hereto. 
 “Obligations” means all
obligations of every nature of each Credit Party from time to time owed to any Secured Party, whether for principal, interest (including interest which, but for the filing of a petition in any proceeding under any Debtor Relief Law with respect to
such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in such proceeding), fees, expenses, indemnification or otherwise. 

“Obligee Guarantor” as defined in Section 7.7. 

“OFAC” means the US Department of Treasury Office of Foreign Assets Control, or any successor thereto. 

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation,
memorandum and articles of association, constitution or organization and its by-laws (or other formative documents however described peculiar to the jurisdiction of the corporation in question); (ii) with
respect to any limited partnership, its certificate of limited partnership and its partnership agreement; (iii) with respect to any general partnership, its partnership agreement; (iv) with respect to any limited liability company, its
articles of organization and its operating agreement; and (v) relative to any Person that is any other type of entity, such documents as shall be comparable to the foregoing. In the event any term or condition of this Agreement or any other
Credit Document requires any Organizational Document to be certified by a Governmental Authority, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such Governmental
Authority. 

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18 or Section 2.19). 

“Owned IP” means all of the Intellectual Property owned, or purported to be owned, by the Borrower or any Credit Party or any
Subsidiary of a Credit Party. 
 “Participant” as defined in Section 10.6(d). 

“Participant Register” as defined in Section 10.6(d). 

“PATRIOT Act” means USA PATRIOT Improvement and Reauthorization Act, Title III of Pub. L.
109-177. 
 “Payment Office” means the office of the Administrative Agent set forth
on Appendix B hereto, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto. 

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

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the
Code or Section 302 of ERISA. 
 “Permitted COVID Senior Lien Indebtedness” means Indebtedness incurred pursuant to
Section 6.1(s) that is secured by a Lien that is senior in right of priority to the Lien securing the Loans. 
 “Permitted
Encumbrance” as defined in Section 6.2(b). 
 “Permitted First Lien Debt Documents” means the credit
agreement and other documentation in respect of any Permitted First Lien Indebtedness. 
 “Permitted First Lien
Indebtedness” as defined in Section 6.1(l). 
 “Permitted Holders” means the founders of the Borrower
(and their respective estate planning vehicles) and holders of preferred equity interests of the Borrower as of the Closing Date. 

“Permitted Lien” means each Lien permitted pursuant to Section 6.2. 

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of
any Indebtedness of such Person; provided that (a) the principal amount 

  
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(or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended
except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension,
(b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.1(j), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the
final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) to the extent such
Indebtedness being modified, refinanced, refunded, renewed or extended is secured, such Indebtedness after being so modified, refinanced, refunded, renewed or extended continues to be secured in right of payment and priority to the Obligations on
the same basis as the Indebtedness being so modified, refinanced, refunded, renewed or extended, (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such
Indebtedness after modification, refinancing, refunding, renewal or extension continues to be subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the
Indebtedness being so modified, refinanced, refunded, renewed or extended, (e) any Indebtedness after modification, refinancing, refunding, renewal or extension shall not receive any credit support or enhancement, including in the form of
letters of credit or surety bonds and (f) the proceeds of the newly incurred Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to repay the refinanced Indebtedness on a dollar for dollar basis. 

“Permitted Senior Debt Cap” means at any time of determination, an amount equal to (a) $1,000,000,000 or (b) upon the
satisfaction of the Free Cash Flow Condition, $1,500,000,000. 
 “Person” means and includes natural persons, corporations,
limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and Governmental Authorities. 
 “Platform” as defined in
Section 10.1(d)(i). 
 “Pledged Equity Interests” has the meaning specific in the Collateral Agreement. 

“Prime Rate” means a variable per annum rate, as of any date of determination, equal to the rate as of such date published in
the “Money Rates” section of The Wall Street Journal as being the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the highest of such rates). The Prime Rate will change as of the date of
publication in The Wall Street Journal of a Prime Rate that is different from that published on the preceding Business Day. In the event that The Wall Street Journal shall, for any reason, fail or cease to publish the Prime Rate, the
Required Lenders shall choose a reasonably comparable index or source to use as the basis for the Prime Rate. 
 “Project
Denali” means the transactions related to the Community Fund, Hardship Fund and host equity as described to the Required Lenders.a program to provide value to reward cohorts of hosts primarily based on appreciation of the Borrower’s Equity Interests
over time 
 “Pro Rata Share” means, with respect to any
Lender, with respect to all payments, computations and other matters relating to each Term Loan Facility, the percentage obtained by dividing (a) the Term Loan Exposure of such Lender under such Term Loan Facility by (b) the aggregate Term
Loan Exposure of all of the Lenders under such Term Loan Facility 

  
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 “Purchase Money Indebtedness” means Indebtedness of a Person incurred for
the purpose of financing all or any part of the purchase price or cost of acquisition, repair, construction or improvement of property or assets used or useful in the business of such Person or any of its Subsidiaries. 

“Qualified IPO” means the issuance by the Borrower or any parent thereof that holds 100% of the Equity Interests in the
Borrower of its Securities in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with
the Securities and Exchange Commission in accordance with the Securities Act or a direct listing of the Borrower’s Equity Interests in the United States on a national securities exchange. 

“Real Estate Asset” means an interest in any real property. 

“Recipient” means (i) any Agent or (ii) any Lender, as applicable. 

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

“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time. 

“Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and
Exchange Act as in effect from time to time. 
 “Related Parties” means, 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” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge,
dispersal, dumping, or leaching of any Hazardous Material into the environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material). 

“Relevant Public Company” means the Borrower or any parent that is (or is to be) the registrant with respect to a Qualified
IPO. 
 “Remaining Obligations” means, as of any date of determination, the Obligations that as of such date of
determination are Obligations under the Credit Documents that survive termination of the Credit Documents, but as of such date of determination are not due and payable and for which no claims have been made. 

“Removal Effective Date” as defined in Section 9.6(b). 

“Required Lenders” means, as of any date of determination, one or more Lenders having or holding Term Loan Exposure under
each Term Loan Facility and representing more than 50% of the sum of the aggregate Term Loan Exposure of all of the Lenders under all Term Loan Facilities; provided that if there are less than three Lenders at any time (counting for such
purpose any Lender and its Affiliates as one Lender), Required Lenders shall mean all Lenders; provided further that, whenever there are one or more Defaulting Lenders, the total outstanding Term Loan Exposure of each Defaulting Lender be excluded
for purposes of making a determination of Required Lenders. 
 “Resignation Effective Date” as defined in
Section 9.6(a). 

  
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 “Restricted Payment” means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Equity Interest of the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s or a Subsidiary’s stockholders, partners or members (or the
equivalent Persons thereof). 
 “S&P” means Standard & Poor’s Ratings Services, a Standard &
Poor’s Financial Services LLC business. 
 “Sanctioned Country” means, at any time, a country or territory which is,
or whose government is, the subject or target of any Sanctions broadly restricting or prohibiting dealings with such country, territory or government. 

“Sanctioned Person” means, at any time, any Person with whom dealings are restricted or prohibited under Sanctions, including
(i) any Person listed in any Sanctions-related list of designated Persons maintained by the United States (including by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S.
Department of Commerce), the United Nations Security Council, the European Union or any of its member states, Her Majesty’s Treasury, Switzerland or any other relevant authority, (ii) any Person located, organized or resident in, or any
Governmental Authority or governmental instrumentality of, a Sanctioned Country or (iii) any Person 50% or more directly or indirectly owned by, controlled by, or acting for the benefit or on behalf of, any Person described in clauses
(i) or (ii) hereof. 
 “Sanctions” means economic or financial sanctions or trade embargoes or restrictive measures
enacted, imposed, administered or enforced from time to time by (i) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S.
Department of Commerce; (ii) the United Nations Security Council; (iii) the European Union or any of its member states; (iv) Her Majesty’s Treasury; or (v) Switzerland. 

“Second Priority” means, (i) with respect to any Lien purported to be created in any Collateral pursuant to any
Collateral Document that does not constitute Equity Interests, that such Lien is prior in right to any other lien thereon, other than Permitted Liens (including the Liens created pursuant to the Permitted First Lien Debt Documents) and
(ii) with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document that constitutes Equity Interests, that such Lien is prior in right to any other lien thereon, other than Permitted Liens which as a
matter of law have priority over the Liens on such Collateral created pursuant to the relevant Collateral Document and the Liens created pursuant to the Permitted First Lien Debt Documents. 

“Secured Parties” has the meaning assigned to that term in the Collateral Agreement. 

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or
participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known
as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing. 

“Securities Act” means the Securities Act of 1933, and any successor statute. 

  
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 “Securities and Exchange Commission” means the US Securities and Exchange
Commission, or any successor thereto. 
 “Solvency Certificate” means a Solvency Certificate substantially in the form of
Exhibit H. 
 “Solvent” means, with respect to any Person on any date of determination, that on such date (i) the sum
of the debt (including contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole, does not exceed the present fair saleable value (on a going concern basis) of the assets of the Borrower and its Subsidiaries, taken as a whole;
(ii) the capital of the Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower or its Subsidiaries, taken as a whole, contemplated as of the date hereof; and (iii) the
Borrower and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debt as they mature in the ordinary course of business. For the purposes
hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or
matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Accounting Standards Codification 450, Contingencies). 

“SPC” as defined in Section 10.6(e)(ii). 

“Special Flood Hazard Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance
of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year. 

“Specified Indebtedness” as defined in Section 8.1(b). 

“Specified Representations” means the representations and warranties of the Borrower and the Guarantors set forth in
Section 4.1 (with respect to the Borrower and the Guarantors), Section 4.3, Section 4.4 (with respect to the incurrence of the Loans, the provision of the Guaranty, the granting of Liens in the Collateral and the entering into of the
Credit Documents), Section 4.6 (with respect to the entering into, borrowing under, guaranteeing under, and performance of the Credit Documents and the granting of Liens in the Collateral), Section 4.14, Section 4.15,
Section 4.18, Section 4.19(c) (with respect to the use of proceeds) and Section 4.21. 
 “Subsidiary” means,
with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity deemed to constitute a subsidiary of such Person under GAAP. Unless otherwise specified, all references herein
to a “Subsidiary” or to “Subsidiaries” shall refer to a direct or indirect Subsidiary or direct or indirect Subsidiaries of the Borrower, unless the context otherwise requires. 

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

  
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 “Swap Termination Value” means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (i) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in
accordance therewith, such termination value(s), and (ii) for any date prior to the date referenced in clause (i), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or
any Affiliate of a Lender). 
 “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term Loan” means an Initial Term Loan. 

“Term Loan Commitment” means an Initial Term Loan Commitment. 

“Term Loan Exposure” means, in the case of any Term Loan Facility, as of any date of determination, the outstanding principal
amount of the Term Loans owing to a Lender under such Term Loan Facility; provided, at any time prior to the making of such Term Loans under such Facility, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan
Commitment under such Term Loan Facility. 
 “Term Loan Facility” means the Initial Term Loan Facility. 

“Term Loan Note” means a promissory note in the form of Exhibit B. 

“Title Policy” means, with respect to any Mortgaged Property, an ALTA mortgagee title insurance policy or unconditional
commitment therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent with respect to such Mortgaged Property, in an amount not less than the fair market value of such Mortgaged Property, in form and substance
reasonably satisfactory to the Collateral Agent. 
 “Trade Date” has the meaning specified in Section 10.6(b)(i). 

“Treasury Rate” means a rate per annum (computed on the basis of actual days elapsed over a year of 360 days) equal to
the rate determined by the Administrative Agent on the date three (3) Business Days prior to the date of determination, to be the yield expressed as a rate listed in The Wall Street Journal for United States Treasury securities having a term of
no greater than the period of remaining months until the First Call Date. 
 “Type of Loan” means a Base Rate Loan or a
Eurodollar Loan. 
 “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York;
provided, if by reason of mandatory provisions of Law, the perfection, the effect of perfection or non-perfection or the priority of the security interests of the Collateral Agent in any Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to
such perfection, effect of perfection or non-perfection or priority. 

  
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 “U.S. Person” means any Person that is a “United States Person”
as defined in Section 7701(a)(30) of the Code. 
 “U.S. Tax Compliance Certificate” has the meaning assigned to such
term in paragraph (g) of Section 2.17. 
 “Withholding Agent” means the Borrower, the Administrative Agent and
any other applicable withholding agent. 
 1.2    Accounting Terms. 

(a)    Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the
meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant to Section 5.1(a) and 5.1(b) shall be prepared in accordance with GAAP as in effect
at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable) (except for the lack of footnotes and being subject to year-end
adjustments). If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative
Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, until so
amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent (for distribution to the Lenders) financial
statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Subject to the foregoing, calculations in
connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements except for any calculations otherwise permitted to
be made in accordance with this Agreement to the extent not addressed in the preparation of the Historical Financial Statements. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall
be construed, and all computations of amounts referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or
effect, including Accounting Standards Codification “ASC” 820, ASC 825) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value,” as defined therein. 

(b)    Consolidation of Variable Interest Entities. All references herein to the determination of any amount for
the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to exclude each variable interest entity (“VIE”) that the Borrower is required to consolidate pursuant to Statement of
Financial Accounting Standard No. 167 as if such variable interest entity were a Subsidiary as defined herein. For the avoidance of doubt, each VIE shall not constitute a Subsidiary for purposes of this Agreement and provided, that
(i) revenues of the VIEs in an amount not to exceed 10.00% of the consolidated revenues of the Borrower and its Subsidiaries for any applicable period will be taken into account when calculating Free Cash Flow and (ii) consolidated total
assets of the VIEs in an amount not to exceed 10.00% of the consolidated total assets of the Borrower and its Subsidiaries at any applicable date will be taken into account when calculating Consolidated Total Assets. 

1.3    Interpretation, Etc. The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation.” The word “will” shall be construed to 

  
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have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in any
Credit Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall
be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Appendices, Exhibits and Schedules shall be construed to refer to Sections of, and Appendices, Exhibits
and Schedules to, this Agreement, (e) any reference to any Law herein shall, unless otherwise specified, refer to such Law as amended, modified or supplemented from time to time, and (f) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The term “enforceability” and its derivatives when
used to describe the enforceability of an agreement shall mean that such agreement is enforceable except as enforceability may be limited by any Debtor Relief Law and by general equitable principles (whether enforcement is sought by proceedings in
equity or at law). Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided, that to the extent that the UCC is used to define any term herein and
such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern. 

1.4    Timing of Performance. Subject to Section 2.16(d), when the performance of any covenant, duty or
obligation under any Credit Document is required to be performed on a day which is not a Business Day, the date of such performance shall extend to the immediately succeeding Business Day. 

1.5    Currency Generally. For purposes of determining compliance with Section 6.1, Section 6.2
and Section 6.6 with respect to any amount of Indebtedness, Lien or Investment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange
occurring after the time such Indebtedness, Lien or Investment is incurred or granted (so long as such Indebtedness, Lien or Investment, at the time incurred or granted, made or acquired, was permitted hereunder). 

1.6    Divisions. For all purposes under the Credit Documents, in connection with any division or plan of
division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall
be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of
its Equity Interests at such time. 
 1.7    Negative Covenant Compliance. For purposes of determining
whether the Borrower and its Subsidiaries comply with any exception to Section 6 where compliance with any such exception is based on a financial ratio or metric being satisfied as of a particular point in time, it is understood that
(a) compliance shall be measured at the time when the relevant event is undertaken, as such financial ratios and metrics are intended to be “incurrence” tests and not “maintenance” tests, (b) correspondingly, any such
ratio and metric shall only prohibit the Borrower and its Subsidiaries from creating, incurring, assuming, suffering to exist or making, as the case may be, any new, for example, Liens, Indebtedness or Investments, but shall not result in any
previously permitted, for example, Liens, Indebtedness or Investments ceasing to be permitted hereunder. 

  
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 SECTION 2       LOANS 

2.1    Term Loans. 

(a)    Initial Term Loan Commitments. Subject to the terms and conditions set forth in Section 3, each Lender
severally agrees to make, on the Closing Date, an Initial Term Loan to the Borrower in an amount equal to such Lender’s Initial Term Loan Commitment. The Borrower may make only one borrowing under each Initial Term Loan Commitment. Each
Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. 

(b)    Repayments and Prepayments. Any amount of the Initial Term Loans that is subsequently repaid or prepaid may
not be reborrowed. 
 (c)    Maturity. All amounts owed hereunder with respect to the Initial Term Loans shall be
paid in full no later than the Initial Term Loan Maturity Date. 
 (d)    Funding Notice. The Borrower shall
deliver to the Administrative Agent a fully executed Funding Notice for the Initial Term Loans no later than 2:00 p.m. (New York City time) at least two (2) Business Days in advance of the Closing Date (or such later time as each Lender may
agree) and, promptly upon receipt thereof, the Administrative Agent shall notify each Lender of the proposed borrowing. 

(e)    Availability of Funds. Upon satisfaction or waiver of the conditions precedent specified in Section 3,
the Administrative Agent shall make the proceeds of the Initial Term Loans available to the Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Initial Term Loans received by the
Administrative Agent from the Lenders to be credited to the account of the Borrower at the Payment Office or to such other account as may be designated in writing to the Administrative Agent by the Borrower. 

2.2    Pro Rata Shares. All Loans shall be made, and all participations purchased, by the Lenders
simultaneously and proportionately to their respective Pro Rata Shares, it being understood that (i) the failure of any Lender to fund any such Loan shall not relieve any other Lender of its obligation hereunder and (ii) no Lender shall be
responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment of any Lender be increased or decreased as a
result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby. 

2.3    Use of Proceeds. 

(a)    Margin Regulations. The Borrower and its Subsidiaries shall not use any portion of the proceeds of any Credit
Extension in any manner that causes such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof applicable to Margin Stock. 

(b)    Anti-Corruption Laws, AML Laws and Sanctions. The Borrower shall not request any Loan, and nor use, and
shall not permit that its Subsidiaries and its or their respective directors, officers and employees (in such individual’s capacity as such) shall not use, directly or indirectly, the proceeds of any Loan, or lend, contribute or otherwise make
available such proceeds to any Subsidiary, other Affiliate, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any
Person in violation of any Anti-Corruption 

  
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Laws or AML Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or
(iii) in any manner that would result in the violation of any Sanctions by any Person (including any Person participating in the transactions contemplated hereunder, whether as underwriter, advisor lender, investor or otherwise). 

2.4    Evidence of Debt; Notes. 

(a)    Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the
Indebtedness of the Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error;
provided, failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency
between the Register and any Lender’s records, the recordations in the Register shall govern. 

(b)    Notes. If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative
Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, the Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender
pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s applicable Loan. 

2.5    Interest on Loans. 

(a)    Interest. Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount
thereof from the date made to repayment thereof (whether by acceleration or otherwise) at an interest rate equal to the Base Rate or the Adjusted Eurodollar Rate, as applicable, plus the Applicable Margin for such Type of Loan. 

(b)    Interest Rate Election. The basis for determining the rate of interest with respect to any Loan, and the
Interest Period with respect to any Eurodollar Loan, shall be selected by the Borrower and notified to the Administrative Agent pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is
outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then
for that day such Loan shall be a Base Rate Loan. 
 (c)    Interest Periods. In connection with Eurodollar Loans
there shall be no more than two Interest Periods outstanding at any time. In the event the Borrower fails to specify between a Base Rate Loan or a Eurodollar Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if
outstanding as a Eurodollar Loan) will be automatically converted into a Base Rate Loan on the last day of then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made
as, a Base Rate Loan). In the event the Borrower fails to specify an Interest Period for any Eurodollar Loan in the applicable Funding Notice or Conversion/Continuation Notice, the Borrower shall be deemed to have selected an Interest Period of one
month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all
parties) the interest rate that shall apply to the Eurodollar Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to
the Borrower and each Lender. 

  
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 (d)    Computation of Interest. Interest payable pursuant to
Section 2.5(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of
Eurodollar Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such
Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Loan, the date of conversion of such Eurodollar Loan to such Base Rate Loan, as the case may be, shall be
included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Loan, the date of conversion of such Base Rate Loan to such
Eurodollar Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. 

(e)    Interest Payable. Except as otherwise set forth herein, interest on each Loan shall accrue on a daily basis
and be payable in arrears in cash (i) on each Interest Payment Date applicable to that Loan; provided that at the discretion of the Borrower, the Borrower may choose, in lieu of making such payment in cash, to pay a portion of the Applicable
Margin up to 5.50% per annum of the principal amount of such Loan by adding such amount to the principal amount of such Loan then outstanding so long as the Borrower delivers a written notice of such election to the Administrative Agent in
substantially the form attached hereto as Exhibit A-3 at least one Business Day prior to the applicable Interest Payment Date (or, in connection with a Eurodollar Loan, concurrently with the delivery of a
Conversion/ Continuation Notice in respect of such Eurodollar Loan) and specifies in such notice the amount of interest it elects to add to the principal amount of such Loan in lieu of making payment in cash; (ii) concurrently with any
prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) at maturity, including the Initial Term Loan Maturity Date. 

2.6    Conversion and Continuation. 

(a)    Conversion. Subject to Section 2.15 and so long as no Event of Default shall have occurred and then be
continuing, the Borrower shall have the option to convert at any time all or any part of any Term Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided,
a Eurodollar Loan may not be converted on a date other than the expiration date of the Interest Period applicable to such Eurodollar Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion.

 (b)    Continuation. Subject to Section 2.15 and so long as no Event of Default shall have occurred and
then be continuing, the Borrower shall also have the option, upon the expiration of any Interest Period applicable to any Eurodollar Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess
of that amount as a Eurodollar Loan. 
 (c)    Conversion/Continuation Notice. The Borrower shall deliver a
Conversion/ Continuation Notice to the Administrative Agent at the Notice Office no later than 12:00 noon (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and
at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a Eurodollar Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to,
or continuation of, any Eurodollar Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the date of receipt thereof by the Administrative Agent, and the Borrower shall be bound to effect a conversion or continuation in
accordance therewith. 
 2.7    Default Interest. Upon (a) the occurrence and during the continuance
of an Event of Default under any of Section 8.1(a), 8.1(f) or 8.1(g) or (b) receipt by the Borrower of a notice from the 

  
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Required Lenders or from the Administrative Agent (acting upon the instructions of Required Lenders) following the occurrence and continuance of any other Event of Default stating that the
default rate under this Section 2.7 shall apply, the principal amount of all Loans and, to the extent permitted by applicable Law, any overdue interest payments on the Loans or any overdue premium, fees or other amounts owed hereunder not paid
when due, in each case whether at stated maturity, by notice of prepayment, by acceleration or otherwise, shall bear interest (including post-petition interest in any proceeding under any Debtor Relief Law) from the date of such Event of Default,
payable on demand at a rate that is 2.00% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such overdue interest, overdue premium, fees and other amounts, at a rate
which is 2.00% per annum in excess of the interest rate otherwise payable hereunder for Term Loans outstanding as Base Rate Loans); provided, in the case of Eurodollar Loans, upon the expiration of the Interest Period in effect at the time
any such increase in interest rate is effective such Eurodollar Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2.00% per annum in excess of the interest rate otherwise payable
hereunder for such Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.7 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or
otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender. 

2.8    Fees. 

(a)    Fees to Agents and Lenders. The Borrower agrees to pay (i) to the Administrative Agent and the
Collateral Agent such other fees in the amounts and at the times separately agreed upon and (ii) on the Closing Date, closing fees to the Lenders as separately agreed upon, in each case, under the applicable Fee Letter. 

(b)    Prepayment Premium. Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to
the Administrative Agent, for the account of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and
agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also
be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b)
shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing.
The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE
CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that
(i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then
prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium,
(iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan
Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to
ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event. 

  
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 2.9    Maturity. The outstanding Initial Term Loans,
together with all other amounts owed hereunder with respect thereto, shall be paid in full no later than the Initial Term Loan Maturity Date. 

2.10    Voluntary Prepayments. To the extent not prohibited by the terms set forth in the Closing Date
Intercreditor Agreement, any time and from time to time, with respect to any Type of Loan, the Borrower may prepay, without premium or penalty (but subject to Section 2.15(c) and 2.8(b)), any Loan on any Business Day in whole or in part, in an
aggregate minimum amount of and integral multiples in excess of that amount, and upon delivery of the prepayment notice as set forth in the following table: 
  

											
	 Type of Loan
	  	Minimum Amount	 	  	Integral Multiple	 	  	 Prior Notice

	 Base Rate Loans
	  	$	5,000,000	 	  	$	1,000,000	 	  	One Business Day
	 Eurodollar Loans
	  	$	5,000,000	 	  	$	1,000,000	 	  	Three Business Days

 in each case given to the Administrative Agent, as the case may be, by 2:00 p.m. (New York City time) on the date required and
the Administrative Agent will promptly notify each applicable Lender of such prepayment. Upon delivery of the prepayment notice, the principal amount of the Loans specified in such written notice shall become due and payable on the prepayment date
specified therein; provided, such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control or refinancing transaction). 

2.11    Mandatory Prepayments. 

(a)    Issuance of Debt. No later than the fifth Business Day following the date of receipt of the proceeds of the
incurrence of any Indebtedness by the Borrower or any of its Subsidiaries (unless such Indebtedness is permitted to be incurred pursuant to Section 6.1 (other than Permitted COVID Senior Lien Indebtedness, unless such Indebtedness is incurred
to refinance on a dollar for dollar basis other Permitted COVID Senior Lien Indebtedness then in existence)), the Borrower shall prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to 100% of the net cash proceeds from
such incurrence, net of any underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses and the amount of any reserves established by the Borrower and the
Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case, in respect of such event, provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in
respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of net cash proceeds in the amount of such reduction; provided, further, that, subject to the Closing Date Intercreditor Agreement, the Borrower
may use a portion of such net cash proceeds to prepay or repurchase any Permitted First Lien Debt to the extent Permitted First Lien Debt Documents require such a prepayment or repurchase thereof with the proceeds of such incurrence of Indebtedness,
in each case in an amount not to exceed the amount required under the Permitted First Lien Debt Documents. 

(b)    Asset Sales. In the event and on each occasion that any net cash proceeds are received by or on behalf of
the Borrower or any of its Subsidiaries in respect of any Asset Sale in reliance on Section 6.8(r), the Borrower shall, within ten Business Days after such net cash proceeds are received, 

  
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prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of the net cash proceeds net of any underwriting discounts and commissions and other reasonable costs
and expenses associated therewith, including reasonable legal fees and expenses and the amount of any reserves established by the Borrower and the Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case, in
respect of such event, provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of net cash
proceeds in the amount of such reduction; provided, further, that, in the case of any Asset Sale in reliance on Section 6.8(r), so long as no Event of Default has occurred and is continuing, if the Borrower and the Subsidiaries
invest (or commit to invest) the net cash proceeds from such event (or a portion thereof) within 450 days after receipt of such net cash proceeds in assets that are used or useful in the business of the Borrower and its Subsidiaries (including
acquisitions or other Investments permitted under Section 6.6 (other than cash and Cash Equivalents)), then no prepayment shall be required pursuant to this paragraph in respect of such net cash proceeds in respect of such event (or the
applicable portion of such net cash proceeds, if applicable) except to the extent of any such net cash proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 450 day period (or if committed to be so
invested within such 450 day period, have not been so invested within 630 days after receipt thereof), at which time a prepayment shall be required in an amount equal to such net cash proceeds that have not been so invested (or committed to be
invested); provided, further, that, subject to the Closing Date Intercreditor Agreement, the Borrower may use a portion of such net cash proceeds to prepay or repurchase any Permitted First Lien Debt to the extent Permitted First Lien
Debt Documents require such a prepayment or repurchase thereof with the proceeds of such Asset Sale, in each case in an amount not to exceed the amount required under the Permitted First Lien Debt Documents. 

(c)    Notice to the Administrative Agent. The Borrower shall deliver a prepayment notice to the Administrative
Agent of any mandatory prepayment required to be made pursuant to clauses (a) and (b) of this Section 2.11 at least three Business Days prior to the date of such prepayment. Each such prepayment notice shall specify the date of such
prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice. 

(d)    Prepayment with Declined Proceeds. Notwithstanding anything otherwise set forth in this Section 2.11,
if any event described in Section 2.11(a) or (b) above also gives rise to any mandatory prepayment obligation of the Borrower under any Permitted First Lien Debt Documents, the Borrower shall, in lieu of delivering a prepayment notice
pursuant to Section 2.11(c) above, instead only be required to deliver a prepayment notice to the Administrative Agent within three Business Days after the making of such mandatory prepayment under the applicable Permitted First Lien Debt
Documents, which prepayment notice shall include a reasonably detailed calculation of the amount of total proceeds subject to such mandatory prepayment and the remaining amount of such proceeds after being applied to the prepayment of Permitted
First Lien Debt Documents. The Borrower shall, within two Business Days after the delivery of such prepayment notice, use such remaining amount of the proceeds to prepay the Term Loans pursuant to Section 2.12(b) below. 

2.12    Application of Prepayments. 

(a)    Application of Voluntary Prepayments. Any prepayment of any Loan pursuant to Section 2.10 shall be
applied to prepay the Term Loans of each of the Lenders on a pro rata basis (in accordance with the respective outstanding principal amounts thereof). 

(b)    Application of Mandatory Prepayments. Any prepayment of any Loan required to be made pursuant to
Section 2.11(a) or (b) shall be applied to prepay the Term Loans of each of the Lenders on a pro rata basis (in accordance with the respective outstanding principal amounts thereof). 

  
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 (c)    Application of Prepayments to Types of Loans. Any
prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Loans, in each case in a manner which minimizes the amount of any payment required to be made by the Borrower pursuant to
Section 2.15(c). 
 2.13    General Provisions Regarding Payments. 

(a)    Payments Due. All payments by the Borrower of principal, interest, fees and other Obligations shall be made
in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 2:00 p.m. (New York City time) on the date due at the Payment Office for the
account of the Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date may in the discretion of the Administrative Agent be deemed to have been paid by the Borrower on the
next succeeding Business Day. 
 (b)    Presumptions by Administrative Agent. Unless the Administrative Agent
shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower
has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such 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 greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

(c)    Payments to Include Interest. All payments in respect of the principal amount of any Loan shall include
payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the
payment of interest then due and payable before application to principal. 
 (d)    Distribution of Payments. The
Administrative Agent shall promptly distribute to each Lender at such account as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together
with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. 

(e)    Affected Lender. Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is
withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter. 

(f)    Payment Due on Non-Business Day. Subject to the provisos set forth
in the definition of “Interest Period”, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time
shall be included in the computation of the payment of interest hereunder. 
 (g)    Borrower’s Accounts.
The Borrower hereby authorizes the Administrative Agent to charge the Borrower’s accounts with the Administrative Agent in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due
hereunder (subject to sufficient funds being available in its accounts for that purpose). 

  
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 (h)    Non-Conforming
Payment. In the event any payment by or on behalf of the Borrower hereunder is not made in same day funds prior to 2:00 p.m. (New York City time), the Administrative Agent may deem such payment to be a
non-conforming payment and if so, shall give prompt written notice thereof to the Borrower and each applicable Lender. Any non-conforming payment may constitute or
become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become
available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.7 from the date such amount was due and payable until the date such
amount is paid in full. 
 2.14    Ratable Sharing. If any Lender shall, by exercising any right of setoff
or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued
interest thereon or other such obligations greater than its Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent in writing of such fact, and (b) purchase
(for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance
with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 2.14 shall not be construed to apply to (A) any payment made
by the Borrower pursuant to and in accordance with the express terms of this Agreement, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or
Participant, other than to the Borrower or any of its Subsidiaries (other than pursuant to Section 10.6(d)), as to which the provisions of this Section shall apply. Each Credit Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of each Credit Party in the amount of such participation. 
 2.15    Making or
Maintaining Eurodollar Loans. 
 (a)    Inability to Determine Applicable Interest Rate. In the event that
(a) the Administrative Agent shall have determined (which
determination shall be final and conclusive and binding upon all parties hereto, absent manifest error), on any Interest Rate Determination Date with respect to any Eurodollar Loans, that by reason of circumstances affecting the London interbank
market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate or (b) the Required Lenders determine that for any reason in connection with any request for a Eurodollar Loan or a
conversion thereto or a continuation thereof that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent shall on such date give notice (by telefacsimile, e-mail or by telephone confirmed in writing) to the Borrower and each Lender of such
determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist,
(ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be a request for Base Rate Loans and (iii) the utilization of the
Adjusted Eurodollar Rate component in determining the Base Rate shall be suspended, in each case, until the Administrative Agent revokes such notice. 

  
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 (b)    Illegality or Impracticability of Eurodollar Loans. In the
event that on any date any Lender (in the case of clause (i) below) or the Required Lenders (in the case of clause (ii) below) shall have determined in good faith (which determination shall be final and conclusive and binding upon all
parties hereto, absent manifest error) that the making, maintaining or continuation of its Eurodollar Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Law (or would conflict with any treaty,
governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof
which materially and adversely affect the London interbank market or the position of the Lenders in that market, then, and in any such event, the affected Lenders shall each be an “Affected Lender” and it shall on that day give
notice (by e-mail) to the Borrower and the Administrative Agent of such determination (which written notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent
receives a notice from (A) any Lender pursuant to clause (i) of the preceding sentence or (B) a notice from Lenders constituting Required Lenders pursuant to clause (ii) of the preceding sentence, then (1) the obligation of
the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, Eurodollar Loans shall be suspended until such notice shall be withdrawn by each Affected
Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Lenders (or in the case of any notice
pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Lenders’ (or in the case of any notice pursuant to
clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurodollar Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the
Interest Period then in effect with respect to the Affected Loans or when required by Law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent
a determination by an Affected Lender as described above relates to a Eurodollar Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of
Section 2.15(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written notice to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). 

(c)    Compensation for Breakage or Non Commencement of Interest Periods. The Borrower shall compensate each
Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all actual and reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to Lenders of
funds borrowed by it to make or carry its Eurodollar Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of
anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for
borrowing, or a conversion to or continuation of any Eurodollar Loan does not occur on a date specified therefor in a Conversion/Continuation Notice; (ii) if any prepayment or other principal payment of, or any conversion of, any of its
Eurodollar Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Loans is not made on any date specified in a written notice of prepayment given by the
Borrower. 
 (d)    Booking of Eurodollar Loans. Any Lender may make, carry or transfer Eurodollar Loans at, to,
or for the account of any of its branch offices or the office of an Affiliate of such Lender. 

  
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 (e)    [Reserved.] 

(f)    LIBOR Cessation. With respect to cessation of Eurodollar Base Rate, the ARRC recommended fallback language
for syndicated loans (the amendment approach) published on April 25, 2019, as amended from time to time, is incorporated herein mutandis mutatis; provided that, any provisions therein that permit amendments of this Agreement to
incorporate a Benchmark Replacement (as defined therein) or any Benchmark Replacement Conforming Changes (as defined therein) shall be deemed to require the consent of the Borrower for purposes of this Agreement. 

2.16    Increased Costs; Capital Adequacy. 

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

 

	 	(i)	 impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate); 



 

	 	(ii)	 subject any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes described in
clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or



  

	 	(iii)	 impose on any Lender the London interbank market any other condition, cost or expense (other than Taxes)
affecting this Agreement or Eurodollar Loans made by such Lender or participation therein; 


 and the result of any of the foregoing shall
be to increase the cost to such Lender of making, converting to, continuing or maintaining any Eurodollar Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder
(whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered;
provided that to the extent any such costs or reductions are incurred by any Lender as a result of any requests, rules, guidelines or directives enacted or promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010 and Basel III after the Effective Date, then such Lender shall be compensated pursuant to this Section 2.16(a) only to the extent such Lender certified that it is imposing such charges on similarly situated borrowers under the other
syndicated credit facilities that such Lender is a lender under. 
 (b)    Capital Requirements. If any Lender
determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on
such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such
Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. 

  
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 (c)    Certificates for Reimbursement. A certificate of a Lender
setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in Section 2.16(a) or 2.16(b) and delivered to the Borrower, shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within thirty Business Days after receipt thereof. 

(d)    Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this
Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided, the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions
suffered more 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof). 

2.17    Taxes; Withholding, Etc. 

(a)    Defined Terms. For purposes of this Section 2.17, the term “applicable law” includes FATCA.

 (b)    Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party
under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the
deduction or withholding of any Tax from any such payment by a 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 law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including
such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

(c)    Payment of Other Taxes by the Borrower. The Credit Parties shall timely pay to the relevant Governmental
Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(d)    Indemnification by the Borrower. The Credit Parties shall jointly and severally indemnify each Recipient,
within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be
withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error. 
 (e)    Indemnification by the Lenders. Each Lender shall severally indemnify the
Administrative Agent, within 10 Business Days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such
Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.6(d) 


  
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relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in
connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to
such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). 

(f)    Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a
Governmental Authority pursuant to this Section 2.17, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(g)    Status of Lenders. 
  

	 	(i)	 Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Credit 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 prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup
withholding or information reporting requirements. 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
Section 2.17(g)(ii)(A), 2.17(g)(ii)(B) and 2.17(g)(ii)(D)) 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. 


  

	 	(ii)	 Without limiting the generality of the foregoing: 



(A)    any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or
prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form
W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 

(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower
and the Administrative Agent (in such number of copies 

  
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as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of
the Borrower or the Administrative Agent), whichever of the following is applicable: 
  

	 	(i)	 in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a
party (x) with respect to payments of interest under any Credit Document, executed originals of IRS Form W-8BEN or W-8BEN-E
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business
profits” or “other income” article of such tax treaty; 


  

	 	(ii)	 executed originals of IRS Form W-8ECI; 



 

	 	(iii)	 in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A)
of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S.
Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or 



 

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


 (C)    any Foreign Lender
shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of originals as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction
in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made;
and 
 (D)    if a payment made to a Lender under any Credit Document would be subject to U.S. federal
withholding Tax imposed by FATCA if such Lender 

  
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were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to
the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under
FATCA and to determine that 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 clause (D), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement. 
 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 inability to do so. 

(h)    Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that
it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal
to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out of pocket expenses (including Taxes) of such indemnified party and without interest (other
than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph
(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in
this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party 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. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems
confidential) to the indemnifying party or any other Person. 
 (i)    Survival. Each party’s obligations
under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of
all obligations under any Credit Document. 
 2.18    Obligation to Mitigate. If any Lender requests
compensation under Section 2.16, or requires the Borrower to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall (at the request of the Borrower)
use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such
designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 2.16 or 2.17, as the case may be, in the future, and (b) would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

  
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 2.19    Replacement of Lenders. (i) If any Lender
requests compensation under Section 2.16, or if the Borrower is required to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 and, in each case, such Lender has
declined or is unable to designate a different lending office in accordance with Section 2.18, or (ii) if any Lender is a Defaulting Lender or (iii) if any Lender declines to approve any waiver, amendment or modification of this
Agreement or any Credit Document that requires approval of all Lenders pursuant to Section 10.5 and to which the Required Lenders have consented or (iv) if any other circumstance exists hereunder that gives the
Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon written notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents required by, Section 10.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided: 

(a)    the Administrative Agent shall have received the assignment fee (if any) specified in Section 10.6(b)(iv);

 (b)    such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.19(c) from the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts)); 
 (c)    in the case of any such assignment resulting
from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments thereafter; and 

(d)    such assignment does not conflict with applicable Law. 

2.20    Defaulting Lenders. 

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

(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any
amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.5. 

(ii)    Reallocation of Payments. any payment of principal, interest, fees or other amounts received
by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise, and including any amounts made available to the Administrative Agent by
that Defaulting Lender pursuant to Section 10.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting
Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof
as required by this Agreement, as determined by the Administrative Agent; third, to the 

  
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payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting
Lender’s breach of its obligations under this Agreement; fifth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as
a result of that Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Credit Party as a result of any judgment of a court
of competent jurisdiction obtained by any Credit Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and seventh, to that Defaulting Lender or as otherwise directed
by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans and such Lender is a Defaulting Lender under clause (a) of the definition thereof, such payment shall be applied solely
to pay the relevant Loans of the relevant non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to this Section 2.20(a)(ii). 

(b)    Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing in their sole
discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein, such Lender will, to the extent applicable, purchase 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 to be held on a pro rata
basis by the Lenders in accordance with their Commitments), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of
the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver
or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

2.21    AHYDO Catch-up Payment. Notwithstanding anything to the contrary in
this Agreement, before the end of each “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the “issue date” (as defined in Treasury Regulation
Section 1.1273-2(a)(2)) of the Initial Term Loans, the Borrower shall prepay a portion of the Initial Term Loans in an amount equal to the Mandatory Catch-Up Amount
with respect to the Initial Term Loans for such date. It is the intention of this Section 2.21 that the Initial Term Loans will not be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the
Code, and this Section 2.21 shall be interpreted consistently with such intent. If there is more than one Lender at the time of any prepayment described in this Section 2.21, each prepayment of the Initial Term Loans made in accordance
with this Section 2.21 shall be paid to the Lenders in accordance with their respective pro rata shares of such prepayment. The computations and determinations required under this Section 2.21 shall be made by Borrower in its good faith
reasonable discretion. For purposes of this Section 2.21, “Mandatory Catch-Up Amount” means the amount of the Initial Term Loans required to be prepaid to ensure that, as of the close of an
applicable accrual period, the aggregate amount which would be includible in gross income with respect to the Initial Term Loans before the close of such accrual period does not exceed the sum (described in Section 163(i)(2)(B) of the Code) of
(i) the aggregate amount of interest to be paid on such Initial Term Loans (including for this purpose any Mandatory Catch-Up Amount payments) before the close of such accrual period plus (ii) the
product of the issue price (as defined in Section 1273(b) of the Code) of the Initial Term Loans and their yield to maturity (within the meaning of Section 163(i)(2)(B) of the Code), with the result that the Initial Term Loans are not
treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of the Code. 

  
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 SECTION 3       CONDITIONS PRECEDENT 

3.1    Effective Date. The obligations of each Lender to make Loans are effective upon the satisfaction, or
waiver by such Lender, of the following conditions on or before the Effective Date, each to the satisfaction of the Administrative Agent and the Lenders (in each case in their sole discretion): 

(a)    Credit Documents. The Administrative Agent shall have received a fully executed copy of this Agreement
(together with the schedules and exhibits thereto). 
 Notwithstanding anything herein to the contrary, none of the covenants and
restrictions set forth under Sections 5, Section 6, Section 8 or similar provisions shall apply or become effective prior to the Closing Date. 

3.2    Closing Date. The obligations of each Lender to make a Loan on the Closing Date are subject to the
satisfaction, or waiver by such Lender, of the following conditions on or before the Closing Date: 

(a)    Collateral Agreement. The Administrative Agent shall have received fully executed copies of the Collateral
Agreement (together with the schedules and exhibits thereto and the Perfection Certificate referenced therein). 

(b)    Funding Notice. The Administrative Agent shall have received a fully executed and delivered Funding Notice,
no later than 2:00 p.m. (New York City time) at least two (2) Business Day in advance of the Closing Date (or such later time as each Lender may agree), together with a flow of funds memorandum attached thereto with respect to the initial
funding of Loans on the Closing Date. 
 (c)    Existing Credit Agreement. The Existing Credit Agreement shall
have been terminated and the Administrative Agent shall have received a customary payoff letter in connection with such termination; 

(d)    Securities. The Collateral Agent shall have received stock certificates representing the issued and
outstanding Equity Interests of each Subsidiary of the Borrower required by the Collateral Agreement to be delivered to the Collateral Agent with endorsements and stock powers, in form and substance reasonably satisfactory to the Collateral Agent
(subject to the terms, conditions and provisions of the Closing Date Intercreditor Agreement (if then in effect)); provided, that any requirement under this clause (d) shall not be required to be satisfied on the Closing Date and shall not be a
condition to the availability of the initial Loans on the Closing Date but shall be required to be satisfied within ninety (90) days following the Closing Date or such later date as the Administrative Agent may reasonably agree in its sole
discretion. 
 (e)    Opinions of Counsel to Credit Parties. The Administrative Agent and its counsel shall have
received executed copies of the favorable written opinion of Simpson Thacher & Bartlett LLP, counsel for the Credit Parties, in the form of Exhibit I hereto. 

(f)    Evidence of Insurance. The Administrative Agent shall have received a certificate from the Borrower’s
insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect and that the Collateral Agent, for the benefit of the Secured Parties, has been named as
additional insured and loss payee thereunder to the extent required under Section 5.5; provided, that any requirement under this clause (f) shall not be required to be satisfied on the Closing Date and shall not be a condition to the
availability of the initial Loans on the Closing Date but shall be required to be satisfied within ninety (90) days following the Closing Date or such later date as the Administrative Agent may reasonably agree in its sole discretion. 

  
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 (g)    Fees. The Borrower shall have paid to the Administrative
Agent, the Collateral Agent and the Lenders the fees payable to each such Person on the Closing Date referred to in Section 2.8(a) to the extent due and payable. 

(h)    Representations and Warranties. As of the Closing Date, the Specified Representations shall be true and
correct in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) on and as of the Closing Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations and
warranties that are conditioned by materiality, which shall have been true and correct in all respects) on and as of such earlier date; and 

(i)    No Event of Default. As of the Closing Date, no Event of Default under any of Sections 8.1(a), 8.1(f) or
8.1(g) shall have occurred and be continuing or would immediately result from the consummation of the applicable Credit Extension. 

(j)    Secretary’s Certificate and Attachments. The Administrative Agent shall have received an executed
certificate from the secretary or assistant secretary or other authorized signatory of each Credit Party, together with all applicable attachments, certifying as to the following: 

 

	 	(i)	 Organizational Documents. Attached thereto is a copy of each Organizational Document of such Credit
Party, to the extent applicable and customary in the relevant jurisdiction of such Credit Party, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto.



  

	 	(ii)	 Signature and Incumbency. Set forth therein are the signature and incumbency of the officers or other
authorized representatives of such Credit Party executing the Credit Documents to which it is a party. 


  

	 	(iii)	 Resolutions. Attached thereto are copies of resolutions of the Board of Directors of such Credit Party
approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date as being in
full force and effect without modification or amendment. 


  

	 	(iv)	 Good Standing Certificates. Attached thereto is a good standing certificate (if applicable) from the
applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation dated as of a recent date prior to the Closing Date. 



(k)    Solvency Certificate. The Administrative Agent shall have received a duly executed Solvency Certificate.

 (l)    “Know-Your-Customer”, Etc. The Administrative Agent shall have received all documentation and
other information required under Anti-Terrorism Laws and applicable “know-your-customer” and anti-money laundering Laws, including certificates required under beneficial ownership regulations. 

  
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 (m)    Promissory Notes. Delivery of each Note requested by a
Lender in accordance with Section 2.4(b), if any. 
 (n)    Expenses. The Administrative Agent shall have
received, or substantially simultaneously with the initial funding of the Loans on the Closing Date shall receive, to the extent invoiced at least two Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower),
reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Credit
Party under any Credit Document. 
 (o)    Warrants. The warrants described in the Letter Agreement dated as of
April 6, 2020 have been issued pursuant to the terms of such letter agreement and the allocation contemplated by Section 5 of such letter agreement has been delivered. 

(p)    Schedules. All schedules to this Agreement, to the extent not delivered on the Effective Date or to the
extent changes are made from the applicable schedule delivered on the Closing Date, shall be satisfactory to each Lender in its sole discretion. 

Notwithstanding anything herein to the contrary, in no event shall the Closing Date occur earlier than April 17, 2020 (or such earlier
date agreed to by each Lender in its sole discretion) or later than April 20, 2020 (or such later date chosen by the Borrower in its sole discretion, but in any event to be no later than April 27, 2020). 

SECTION 4       REPRESENTATIONS AND WARRANTIES 

In order to induce the Lenders and each Agent to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit
Party represents and warrant to the Lenders and the Agents on the Closing Date that the following statements are true and correct: 

4.1    Organization; Required Power and Authority; Qualification. Each Credit Party (a) is duly
organized, validly existing and in good standing under the Laws of its jurisdiction of organization or incorporation as identified in Schedule 4.1, (b) has all requisite corporate (or equivalent) power and authority to own and operate its
properties, to lease the property it operates as lessee, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and
(c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except, in each case, in jurisdictions where the failure to be so qualified
or in good standing could not be reasonably expected to have, a Material Adverse Effect. 
 4.2    Equity
Interests and Ownership. The Equity Interests constituting Pledged Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule
4.2, there is no existing option, warrant, call, right, commitment or other agreement (including preemptive rights) to which Borrower or any of its Subsidiaries is a party requiring, and there is no Equity Interest constituting Pledged Equity
Interests outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional Equity Interests constituting Pledged Equity Interests of Borrower or any of its Subsidiaries or other
Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, Equity Interests constituting Pledged Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership
interest of the Borrower and its Subsidiaries in their respective Subsidiaries in which Equity Interests constituting Pledged Equity Interests are held as of the Closing Date. 

  
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 4.3    Due Authorization. The execution, delivery and
performance of the Credit Documents have been duly authorized by all necessary corporate or limited liability or other entity action, as applicable, on the part of each Credit Party that is a party thereto. 

4.4    No Conflict. The execution, delivery and performance by Credit Parties of the Credit Documents to
which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate any of the Organizational Documents of the Borrower or any Guarantor or otherwise require any approval of any
stockholder, member or partner of the Borrower or any Guarantor, except for such approvals or consents which will be obtained on or before the Closing Date; (b) violate any provision of any Law applicable to or otherwise binding on the Borrower
or any Guarantor, except to the extent such violation could not be reasonably expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or
any Guarantor (other than any Liens created under any of the Credit Documents in favor of the Collateral Agent on behalf of the Secured Parties or any other Permitted Lien); or (d) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under, or otherwise require any approval or consent of any Person under, any Contractual Obligation relating to any Indebtedness of the Borrower or any Guarantor, except to the extent such conflict, breach
or default could not reasonably be expected to have a Material Adverse Effect, and except for such approvals or consents (i) which will be obtained on or before the Closing Date and have been disclosed in writing to the Lenders or (ii) the
failure of which to obtain could not reasonably be expected to have a Material Adverse Effect. 

4.5    Governmental Consents. The execution, delivery and performance by Credit Parties of the Credit
Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any
Governmental Authority, except (a) such as have been obtained and are in full force and effect, (b) for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent for filing and/or
recordation, as of the Closing Date and (c) those which, if not obtained or made, would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

4.6    Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit Party
that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 

4.7    Historical Financial Statements. The Historical Financial Statements were prepared in conformity with
GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a
consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end
adjustments. 
 4.8    No Material Adverse Change. Since December 31, 2019, no event or change has
occurred that has caused or could reasonably be expected to cause, either in any case or in the aggregate, a Material Adverse Effect. 

  
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 4.9    Adverse Proceedings. There are no Adverse
Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is subject to or in default with respect to any final judgments, writs, injunctions,
decrees, rules or regulations of any Governmental Authority, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

4.10    Payment of Taxes. As of the Closing Date, the Borrower and its Subsidiaries have paid all Taxes that
were due and payable (including in the capacity as a withholding agent), other than any Tax being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) reserves or other appropriate
provisions, as shall be required in conformity with GAAP shall have been made therefor or (b) the failure to so pay would not reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Effect. 

4.11    Title. Each of the Borrower and its Subsidiaries has (a) good, sufficient and legal title to
(in the case of fee interests in real property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), (c) to each of the Borrower’s and its Subsidiaries’ knowledge, valid license rights in (in
the case of license interests in Intellectual Property), and (d) good title to or right to use (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial
Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for (x) assets disposed of since the date of such financial statements in the ordinary course of
business or as otherwise permitted under Section 6.8 or (y) except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except for Permitted Encumbrances and as
otherwise permitted by this Agreement including by Section 6.2, all such properties and assets are free and clear of Liens. 

4.12    Real Estate Assets. As of the Closing Date, Schedule 4.12 is a complete and correct list of
(a) all Real Estate Assets, and (b) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party,
regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. 

4.13    Environmental Matters. Neither the Borrower nor any of its Subsidiaries nor any of their respective
Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity, in each case which
individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received any letter or request for information under Section 104 of the
Comprehensive Environmental Response, Compensation, and Liability Act (42 USC. § 9604) or any comparable state Law that individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect. To each of the
Borrower’s and its Subsidiaries’ knowledge, there are and have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any
of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any of its
Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of the Borrower’s or any of its Subsidiaries’ operations involves the generation,
transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent that individually or in the aggregate has had, or could reasonably be
expected to have, a Material Adverse Effect. No event or condition has occurred or is occurring with respect to the Borrower or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials
Activity which individually or in the aggregate has had, or could reasonably be expected to have, 

  
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a Material Adverse Effect. The representations and warranties in this Section 4.13 are the sole representations and warranties of Borrower with respect to environmental matters, including
matters arising under Environmental Law or involving Environmental Claims, Hazardous Materials, or Hazardous Materials Activities. 

4.14    Investment Company Regulation. Neither the Borrower nor any of the Guarantors is, or is required to
be, registered under the Investment Company Act of 1940. 
 4.15    Margin Stock. Neither the Borrower nor
any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of any Credit Extension made to or for the
benefit of any Credit Party will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the
Board of Governors. 
 4.16    Employee Matters. Neither the Borrower nor any of its Subsidiaries is
engaged in any unfair labor practice that could reasonably be expected to result in a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against the Borrower or any of its Subsidiaries or, to the knowledge of the
Borrower, threatened against any of them before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is pending against the Borrower or any of its
Subsidiaries or, to the knowledge of the Borrower, threatened against any of them, (b) no strike or work stoppage in existence or threatened involving the Borrower or any of its Subsidiaries, (c) to the knowledge of the Borrower, no union
representation question existing with respect to the employees of the Borrower or any of its Subsidiaries and (d) to the knowledge of the Borrower, no union organization activity that is taking place, except, with respect to any matter
specified in clause (a), (b), (c) or (d) above, either individually or in the aggregate, that could not reasonably be likely to give rise to a Material Adverse Effect. 

4.17    Employee Benefit Plans. Except as would not result in a Material Adverse Effect: (i) with
respect to each Employee Benefit Plan and Foreign Pension Plan, the Borrower and its Subsidiaries are in material compliance with all applicable Laws, including the provisions and requirements of ERISA and the Code, and have performed all their
obligations under each Employee Benefit Plan; (ii) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service indicating that
such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status; (iii) no liability
to the PBGC (other than required premium payments) has been or is expected to be incurred by any ERISA Party; (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) no ERISA Party is in material “default” (as
defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; and (vi) neither the Borrower nor any of its Subsidiaries has incurred any material obligation in connection with the termination of, or withdrawal
from, any Foreign Pension Plan. 
 4.18    Solvency. As of the Closing Date and immediately after giving
effect to use of proceeds of the Initial Term Loans, the Borrower and its Subsidiaries are, taken as a whole, Solvent. 

4.19    Compliance with Laws. 

(a)    Generally. Each of the Borrower and its Subsidiaries is in compliance with all applicable Laws in respect of
the conduct of its business and the ownership of its property, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

  
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 (b)    Anti-Terrorism Laws. None of the Borrower or any of its
Subsidiaries (and, to the knowledge of each such Person, no joint venture or subsidiary thereof) is in violation in any material respect of any Anti-Terrorism Law. 

(c)    AML Laws; Anti-Corruption Laws and Sanctions. None of (i) the Borrower, any of its Subsidiaries or any
of their respective directors or officers, or, to the knowledge of the Borrower, any of their respective employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower, any of its Subsidiaries that will act in any capacity in
connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Loan, use of proceeds or other transaction contemplated by this Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable
Sanctions by any Person participating in the transactions contemplated by this Agreement, whether as lender, borrower, guarantor, agent, or otherwise. 

4.20    Disclosure. No representation or warranty of any Credit Party contained in any Credit Document or in
any other documents, certificates or written statements furnished to any Agent or the Lenders by or on behalf of the Borrower or any of its Subsidiaries for use in connection with the transactions contemplated hereby, taken as a whole, contains any
untrue statement of a material fact or omits to state a material fact (known to the Borrower, in the case of any document not furnished by either of them) necessary in order to make the statements contained herein or therein, taken as a whole, not
materially misleading in light of the circumstances in which the same were made (after giving effect to all supplements thereto). Any projections and pro forma financial information contained in such materials are based upon good faith estimates and
assumptions believed by the Borrower to be reasonable at the time made, it being recognized by the Agents and the Lenders that such projections as to future events are not to be viewed as facts or a guarantee of performance and are subject to
significant uncertainties and contingencies many of which are beyond the control of the Borrower and its Subsidiaries and that actual results during the period or periods covered by any such projections may differ significantly from the projected
results and such differences may be material. 
 4.21    Collateral. Subject to Sections 3.2(d), 3.2(f)
and 5.15 of this Agreement (including with respect to any security interest that cannot be created, pledged or perfected on the Closing Date after the use by the Borrower of commercially reasonable efforts to create, pledge or perfect any such
security interest in the Collateral on the Closing Date), the security interest of the Collateral Agent in the Collateral constitutes a valid, perfected First Priority security interest in and continuing Lien on all of each Credit Party’s
right, title and interest in, to and under the Collateral (subject to Permitted Encumbrances and other Permitted Liens). 

4.22    Status as Senior Indebtedness. The Obligations constitute “senior indebtedness” as defined
in any applicable Junior Financing Documentation. 
 4.23    Intellectual Property. Except as could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Borrower or the other Credit Parties own all software that was developed by, for, or on behalf of Borrower or any of its Subsidiaries for use in
the business, (ii) each Credit Party exclusively owns and possesses all right, title and interest in and to the Owned IP free and clear of all Liens, other than Permitted Liens, and (iii) each Credit Party has sufficient rights pursuant to
a license or other valid and enforceable rights to all other Intellectual Property used in, or held for use in, the operation of each Credit Party’s business as currently conducted. To the knowledge of any Credit Party, all material Owned IP is
subsisting, valid, and enforceable. 

  
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 SECTION 5       AFFIRMATIVE COVENANTS 

On and after the Closing Date, so long as any Commitment is in effect and until payment in full of all Obligations (other than Remaining
Obligations), each Credit Party shall, and shall cause each of its Subsidiaries to: 
 5.1    Financial Statements
and Other Reports and Notices. Deliver to the Administrative Agent (for further distribution to the Lenders): 

(a)    Quarterly Financial Statements. As soon as available, and in any event within 60 days (or, if after a
Qualified IPO, 45 days or such longer period as permitted by the SEC) after the end of each Fiscal Quarter of each Fiscal Year, beginning with the Fiscal Quarter ending June 30, 2020, the consolidated balance sheets of the Borrower and its
Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the
then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail, together with a Financial
Officer Certification and a Narrative Report with respect thereto; provided, the filing by the Borrower of a Form 10-Q (or any successor or comparable form) with the Securities and Exchange Commission
as at the end of and for any applicable Fiscal Quarter shall be deemed to satisfy the obligations under this Section 5.1(a) to deliver financial statements and a Narrative Report with respect to such Fiscal Quarter. 

(b)    Annual Financial Statements. As soon as available, and in any event within 120 days (or, if after a
Qualified IPO, 90 days or such longer period as permitted by the SEC) after the end of each Fiscal Year, beginning with the Fiscal Year ending December 31, 2020, (i) the consolidated balance sheets of the Borrower and its Subsidiaries as at the
end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures
for the previous Fiscal Year, all in reasonable detail; and (ii) with respect to such consolidated financial statements a report thereon of an independent certified public accountant of recognized national standing selected by the Borrower and
reasonably satisfactory to the Required Lenders, which report shall not contain any going concern, scope of audit or similar qualification (other than a qualification related to the maturity of the Loans at the Initial Term Loan Maturity Date or any
other Indebtedness maturing within one year from the time such report is delivered), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its
Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial
statements); provided, the filing by the Borrower of a Form 10-K (or any successor or comparable form) with the Securities and Exchange Commission as at the end of and for any applicable Fiscal Year
shall be deemed to satisfy the obligations under this Section 5.1(b) to deliver financial statements with respect to such Fiscal Year. 

(c)    Compliance Certificate. (i) Together with each delivery of financial statements of the Borrower and its
Subsidiaries pursuant to Sections 5.1(a) and 5.1(b), a duly executed and completed Compliance Certificate. 

(d)    Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in the
accounting policies of the Borrower from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 5.1(a) or 5.1(b) will differ
in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles been made, then, together with the first delivery of such financial
statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to the Administrative Agent. 

  
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 (e)    Financial Statements of VIEs. Concurrently with any
delivery of financial statements under clause (b) above and within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Borrower shall provide unaudited financial statements of corresponding
character and for dates and periods as in clauses (a) and (b) covering, to the extent consolidated, the VIEs, in each case together with a consolidating statement reflecting eliminations or adjustments required to reconcile the financial
statements of such VIEs to the financial statements delivered pursuant to such clauses (a) and (b). 

(f)    Financial Plan. Prior to a Qualified IPO, as soon as practicable and in any event no later than sixty
(60) days (ninety (90) days for the first Fiscal Year after the Closing Date) after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year as approved by the Board of Directors of the Borrower
(such plan and forecast, together with the equivalent plan or budget for the Fiscal Year in which the Closing Date occurs, the “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated
statements of income and cash flows of the Borrower and its Subsidiaries for each such Fiscal Year and (ii) forecasted consolidated statements of income and cash flows of the Borrower and its Subsidiaries for each month of such Fiscal Year.

 (g)    Notices. Promptly upon any officer of any Credit Party obtaining knowledge of any of the following, a
certificate of its Authorized Officer specifying the nature and period of existence thereof, and what action the Borrower has taken, is taking and proposes to take with respect thereto: 

 

	 	(i)	 any Default or Event of Default; 



 

	 	(ii)	 the institution of, or non-frivolous threat by, any Adverse Proceeding
that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; 


  

	 	(iii)	 the occurrence of or forthcoming occurrence of any ERISA Event that would result in a Material Adverse Effect;



  

	 	(iv)	 (A) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws
that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and (B) any remedial action taken by the Borrower or any of its Subsidiaries in response to (1) any Hazardous Materials Activities the
existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (2) any Environmental Claims that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect; and 


  

	 	(v)	 any event or change that, individually or in the aggregate, could reasonably be expected to have Material
Adverse Effect. 


 (h)    [reserved]. 

(i)    Other Information. Solely after the occurrence of a Qualified IPO, promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements and other 

  
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materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, as
the case may be, in each case that is not otherwise required to be delivered to the Administrative Agent pursuant hereto; provided that such information shall be deemed to have been delivered on the date on which such information has been
posted on the Borrower’s website on the Internet on any investor relations page at http://www.airbnb.com (or any successor page) or at http://www.sec.gov. 

Notwithstanding the foregoing, the information required to be delivered pursuant to Section 5.1(a) or (b) shall be (x) deemed
to have been delivered on the date (A) on which such information has been posted on the Internet at www.sec.gov or such other website previously notified by the Borrower to the Administrative Agent to which each Lender and the Administrative
Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (B) on which the Relevant Public Company files its Form 10-K or 10-Q, as applicable, with the SEC and (y) to the extent relating to a Relevant Public Company that is a parent entity, accompanied by consolidating information that explains in reasonable detail the differences
between the information relating to the Relevant Public Company, on the one hand, and the information relating to the Borrower and its Subsidiaries on a stand-alone basis, on the other hand. 

5.2    Existence. Except as otherwise permitted under Sections 6.8 and 6.9, at all times preserve and keep
in full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided, any Subsidiary of the Borrower shall not be required to preserve any such existence, right or franchise, licenses
and permits if the preservation thereof is no longer desirable in the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, and that the loss thereof could not reasonably be expected to have a Material Adverse Effect. 

5.3    Payment of Taxes and Claims. Pay all applicable Taxes imposed upon it or any of its properties or
assets for sums that have become due and payable with respect thereto; provided, no such Tax need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and adequate reserves in
conformity with GAAP are being maintained, except where the failure to do could not reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Effect. 

5.4    Maintenance of Properties. Maintain or cause to be maintained in good repair, working order and
condition, ordinary wear and tear and casualty and condemnation excepted, all material properties used or useful in the business of the Borrower and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof, except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

5.5    Insurance. Use commercially reasonable efforts to maintain or cause to be maintained, with
financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance (including customary flood insurance with respect to any Material Real Estate
located in a Special Flood Hazard Area) with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Borrower and its Subsidiaries as may customarily be carried or maintained under similar circumstances by
Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such
Persons. Without limiting the generality of the foregoing, the Borrower and its Subsidiaries will maintain or cause to be maintained actual cash value casualty insurance on the Collateral under such policies of insurance, with such insurance
companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance of
property and/or liability shall, within ninety 

  
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(90) days of the Closing Date (or such later date as may be agreed by the Administrative Agent in its reasonable discretion), (i) in the case of liability insurance policies, name the Collateral
Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and
substance to the Collateral Agent, that names the Collateral Agent, on behalf of the Secured Parties, as the loss payee thereunder for any covered loss and the Borrower shall use its commercially reasonable efforts to have each such loss payable
clause or endorsement, as the case may be, provide for at least thirty days’ (or such lesser period as is reasonably acceptable to the Collateral Agent) prior written notice to the Collateral Agent of any modification or cancellation of such
policy, except, in each case, where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. If at any time the area in which any improved Mortgaged Property is located is designated
a Special Flood Hazard Area, the applicable Credit Party shall use commercially reasonable efforts to obtain customary flood insurance. 

5.6    Books and Records. Keep proper books of record and accounts in which full, true and correct entries
in conformity in all material respects with GAAP shall have been made. 
 5.7    Inspections. Permit each
of the Administrative Agent, any Lender (through the Administrative Agent) and any authorized representatives designated by the Administrative Agent or any Lender to visit and inspect any of the properties of the Borrower and its Subsidiaries, to
inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon reasonable prior notice and at
such reasonable times during normal business hours and as often as may reasonably be requested and, solely with respect to the Administrative Agent and any authorized representatives designated by it, at the Credit Parties’ expense;
provided, so long as no Event of Default has occurred and is continuing, the Credit Parties shall only be obligated to reimburse the Administrative Agent and any such authorized representative for the expenses of one such visit and inspection
per calendar year. Notwithstanding anything to the contrary in this Section 5.7, none of the Borrower or any of its Subsidiaries shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion
of, 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) is prohibited by applicable Law or any third party contract legally binding on Borrower or such Subsidiary, or (iii) is subject to attorney, client
or similar privilege or constitutes attorney work-product 
 5.8    Lenders Meetings. Upon the request of
the Administrative Agent or the Required Lenders, participate in a telephone meeting of the Administrative Agent and the Lenders no more than once during each Fiscal Quarter to be held at a time as may be mutually and reasonably agreed to by the
Borrower and the Required Lenders. 
 5.9    Compliance with Laws. 

(a)    Generally. Comply with the requirements of all applicable Laws (including all Environmental Laws), except for
any noncompliance which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

(b)    Anti-Terrorism Laws. Comply in all material respects with all Anti-Terrorism Laws applicable thereto. 

(c)    Anti-Corruption Laws. Maintain in effect and enforce policies and procedures designed to ensure compliance
by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions in all material respects. 

  
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 5.10    Environmental. Promptly take any and all actions
necessary and required under Environmental Laws to (a) cure any violation of applicable Environmental Laws by the Borrower or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, and (b) make an appropriate response to any Environmental Claim against the Borrower or any of its Subsidiaries and discharge any legally binding obligations it may have to any Person thereunder, in each case, where failure to do so
could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

5.11    Subsidiaries. Within 45 days (or such longer period as acceptable to the Required Lenders) after the
date any Person becomes a Subsidiary of the Borrower, other than an Immaterial Subsidiary, or ceases to be an Excluded Subsidiary, shall (subject to the terms, conditions and provisions of the Closing Date Intercreditor Agreement): 

(a)    Notice to Administrative Agent. Promptly send to the Administrative Agent written notice setting forth with
respect to such Person, if applicable, (x) the date on which such Person became a Subsidiary of the Borrower or ceased to be an Excluded Subsidiary, and (y) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to
all Subsidiaries of the Borrower, and such written notice shall be deemed to supplement Schedules 4.1 and 4.2 for all purposes hereof; 

(b)    Counterpart Agreement. Other than with respect to an Excluded Subsidiary, promptly cause such Subsidiary to
become a Guarantor hereunder and a Grantor under the Collateral Agreement by executing and delivering to the Administrative Agent and the Collateral Agent a Counterpart Agreement and a joinder to the Collateral Agreement in form and substance
reasonably satisfactory to the Collateral Agent; 
 (c)    Corporate Documents. Other than with respect to an
Excluded Subsidiary, take all such corporate or limited liability company or other entity organizational actions, as applicable, and execute and deliver, or cause to be executed and delivered, all such applicable documents, instruments, agreements,
and certificates as are similar to those described in Section 3.2(j); and 
 (d)    Collateral Documents.
Other than with respect to an Excluded Subsidiary, deliver all such applicable documents, instruments, agreements, and certificates as are similar to those described in Section 3.2(d) and take all of the actions referred to in
Section 3.2(d) necessary to grant and to perfect a First Priority (or, if any Permitted First Lien Indebtedness then exists, Second Priority) Lien (subject to Permitted Liens) in favor of the Collateral Agent, for the benefit of the Secured
Parties, under the Collateral Agreement (but subject to any limitations sets forth therein) in the Equity Interests of such Subsidiary and in substantially all of the personal property of such Subsidiary (other than Excluded Assets). 

5.12    Material Real Estate. 

(a)    With respect to each Material Real Estate listed in Schedule 5.12 (each, a “Closing Date Mortgaged
Property”), within ninety (90) days of the Closing Date (or such later date as may be agreed by the Administrative Agent in its reasonable discretion), and within ninety (90) days after the acquisition of any Material Real Estate
(or such later date as may be agreed by the Administrative Agent in its reasonable discretion), the Borrower or the applicable Domestic Subsidiary shall execute and/or deliver, or cause to be executed and/or delivered, to the Administrative Agent,
for each Material Real Estate, the following, each in form and substance reasonably satisfactory to the Administrative Agent (subject to the terms, conditions and provisions of the Closing Date Intercreditor Agreement): 

 

	 	(i)	 to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA; 




  
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	 	(ii)	 a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording
offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and enforceable First Priority (or, if any Permitted First Lien Indebtedness then exists, Second Priority) Lien (subject only to Permitted
Encumbrances) on the Mortgaged Property described therein in favor of the Collateral Agent; 


  

	 	(iii)	 a Title Policy insuring that the Mortgage is a valid and enforceable First Priority (or, if any Permitted First
Lien Indebtedness then exists, Second Priority) Lien on the respective property, free and clear of all defects, encumbrances and Liens other than Permitted Encumbrances; 



 

	 	(iv)	 then current A.L.T.A. surveys in respect of such Mortgaged Property, certified to the Administrative Agent by a
licensed surveyor or an update to an existing A.L.T.A. survey or an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the lender’s title insurance policy to issue such policy without a survey
exception; 


  

	 	(v)	 the Borrower shall use commercially reasonable efforts to deliver (A) a completed “Life of Loan”
standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrower (a “Flood
Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the
Flood Notice is required to be given (x) documentation evidencing the Borrower’s receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;



  

	 	(vi)	 a PZR Zoning Report, or equivalent zoning report or municipal zoning letter, providing that the continued
operation of the properties and assets as currently conducted conforms with all applicable zoning and building laws, rules or regulations or a zoning endorsement to the Lender’s title policy; 



 

	 	(vii)	 an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the
enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary and as the Administrative Agent may reasonably request. 



(b)    In addition to the obligations set forth in Section 5.12(a), within forty-five (45) days after written
notice from the Administrative Agent to the Borrower that any Mortgaged Property which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall
satisfy the Flood Insurance requirements of Section 5.5. 

  
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 (c)    From time to time, if the Administrative Agent reasonably
determines that obtaining appraisals is necessary in order for the Administrative Agent or any Lender to comply with applicable laws or regulations (including any appraisals required to comply with FIRREA), and at any time if an Event of Default
shall have occurred and be continuing, the Administrative Agent may, or may require the Borrower to, in either case at the Borrower’s expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the
Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost
for purposes of Flood Insurance) of any Material Real Estate of any Credit Party. 
 5.13    Use of
Proceeds. Use the proceeds of any Credit Extension for general corporate purposes and working capital. 

5.14    Further Assurances. Subject to the express limitations set forth herein and in the Collateral
Documents, at any time or from time to time upon the request of the Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the
Administrative Agent or the Collateral Agent may reasonably request in order to effect fully the purposes of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as the Administrative
Agent or the Collateral Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets of the Borrower, and its Subsidiaries that are Grantors and all
of the outstanding Equity Interests of the Subsidiaries of the Borrower (subject to limitations contained in the Credit Documents with respect to Foreign Subsidiaries and any Excluded Subsidiaries). 

5.15    Post-Closing Obligations. Execute and deliver the documents and complete the tasks set forth
on Schedule 5.15, in each case within the time limits specified on such schedule (which may be extended in the Required Lenders’ sole discretion). 

SECTION 6       NEGATIVE COVENANTS 

On and after the Closing Date, so long as any Commitment is in effect and until payment in full of all Obligations (other than Remaining
Obligations), no Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly: 

6.1    Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except (and, in each case,
subject to Section 6.12): 
 (a)    (i) the Obligations and (ii) Indebtedness existing on the Closing Date and
set forth in Schedule 6.1(a)(ii) and, in the case of this clause (ii), any Permitted Refinancing thereof; 

(b)    Indebtedness that may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or
similar obligations (but not with respect to letters of credit) incurred in the ordinary course of business or in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability
insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims or with respect to host protection insurance programs for which the host is a beneficiary; 

(c)    Indebtedness of the Borrower or any of its Subsidiaries in respect of netting services, overdraft protections and
otherwise in connection with deposit and securities accounts arising in the ordinary course of business; 

  
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 (d)    Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, such Indebtedness is extinguished within 30 days after its incurrence; 

(e)    Indebtedness consisting of unpaid insurance premiums (not in excess of eighteen months’ premiums) owing to
insurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the ordinary course of business; 

(f)    guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees
of the Borrower and its Subsidiaries; 
 (g)    (i) endorsements for collection, deposit or negotiation and warranties
of products or services, in each case incurred in the ordinary course of business and (ii) treasury and cash management obligations, including depository, credit or debit card, purchasing cards, electronic funds transfer and other cash
management arrangements; 
 (h)    Indebtedness of the Borrower or any of its Subsidiaries owing to the Borrower or any
of its Subsidiaries to the extent the Investment made by the person extending such credit is permitted under Section 6.6(e); provided, any such Indebtedness owing by a Credit Party to a non-Credit
Party shall be subordinated in right of payment to the payment in full of the Obligations (other than Remaining Obligations) pursuant to terms reasonably satisfactory to the Administrative Agent; 

(i)    unsecured Indebtedness of the Borrower or any of its Subsidiaries (which may consist of promissory notes issued by
the Borrower or any of its Subsidiaries) to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or
any parent thereof permitted by Section 6.4; provided, such Indebtedness shall be subordinated in right of payment to the payment in full of the Obligations pursuant to terms reasonably satisfactory to the Administrative Agent; 

(j)    Indebtedness of the Borrower and its Subsidiaries with respect to Capital Leases, Purchase Money Indebtedness and
other obligations the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto and any Permitted Refinancing thereof and Indebtedness incurred in connection with sale and leaseback transactions
permitted hereunder in an aggregate amount not to exceed $250,000,000 outstanding at any time for all such Persons; 

(k)    subject to the Conforming
Principles, unsecured Indebtedness of the Borrower and Guarantors in an aggregate principal amount not to exceed $2,000,000,000 at any time outstanding; provided that such Indebtedness
(i) shall not be guaranteed by any Person other than a Credit Party, (ii) shall have a maturity date that is after the Initial Term Loan Maturity Date at the time such Indebtedness is incurred; provided that restrictions in this clause
(ii) shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this
clause (ii) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or constitutes a “term A loan” facility and (iii) shall not be subject to scheduled amortization prior to
maturity; provided that restrictions in this clause (iii) shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be
converted or exchanged satisfies the requirements of this clause (iii) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or constitutes a “term A loan” facility; 

  
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 (l)    Indebtedness of the Credit Parties (such Indebtedness, or
commitments in respect thereof, “Permitted First Lien Indebtedness”) in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding, provided that: 

 

	 	(i)	 no Default or Event of Default shall exist before or after giving effect to the incurrence of such
Indebtedness; 


  

	 	(ii)	 such Indebtedness (A) shall have a final scheduled maturity date no earlier than 5 years after the Closing
Date, unless the Initial Term Loan Maturity Date is shortened such that it falls 91 days after the maturity date of such Indebtedness and (B) shall have scheduled amortization no greater than 1.00% per annum; 



 

	 	(iii)	 such Indebtedness (A) shall not be guaranteed by any Person other than a Credit Party, (B) shall not
be secured by any assets other than the Collateral, in each case, unless such Person is added as a Guarantor and such assets are included in the Collateral concurrently with the incurrence of such Indebtedness and (C) shall not be guaranteed or
secured by any documentation that is more favorable to the lenders of such Indebtedness than the Lenders hereunder (including with respect to the scope of guarantee and the limitations on perfection and enforcement rights) other than terms solely
reflecting the senior lien nature of such Indebtedness; and 


  

	 	(iv)	 such Indebtedness shall be pari passu in payment, waterfall and/or lien priority with all other
Permitted First Lien Indebtedness and shall be secured by the Collateral on a senior lien basis to the Lien securing the Obligations, and the representative thereof shall have entered into the Closing Date Intercreditor Agreement;



  

	 	(v)	 if such Indebtedness is incurred within 90 days after the Closing Date and (1) includes a “LIBOR
floor” or “base rate floor” that is higher than the applicable floor hereunder, the applicable floor hereunder shall be increased accordingly; (2) includes an “applicable margin” (or similar term) for LIBOR rate loans
that is higher than 8.50%, then without any action of the Borrower, the difference between such applicable margin and 8.50% shall be added to the Applicable Margin hereunder unless and until the Applicable Margin for Base Rate Loans is 10.50% per
annum and the Applicable Margin for Eurodollar Loans is 11.50% per annum, or (3) includes an OID or upfront fee in excess of 4.00%, then the Borrower shall pay an additional fee to the Lenders in an amount equal to such OID or
upfront fee percentage in excess of 4.00% times the original principal amount of the Initial Term Loans on the Closing Date concurrently with the incurrence of such Indebtedness, with any incremental OID converted to yield on a 4-year average life basis; provided, that the maximum increase in all-in yield for the Initial Term Loans under clauses (1), (2) and (3) above will be 1.50% in the
aggregate; provided further that each Lender shall have the sole discretion with respect to the allocation of the increases among clauses (1) – (3) to the extent such cap applies (it being understood and agreed that any increase to any
component thereof cannot be greater than the corresponding increase to such component under the Permitted First Lien Indebtedness); 



  
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	 	(vi)	 if such Indebtedness is “allocated” to the investors (whether or not funded) within 90 days after the
Closing Date, the Borrower shall have offered the Lenders, on a pro rata basis based on the Initial Term Loans held by the Lenders, a bona fide right of first refusal to provide up to $200,000,000 of such Indebtedness on the most favorable terms and
conditions offered to any investor purchasing such Indebtedness (including, with respect to timing of receipt of such offer and scope of disclosed information regarding the Borrower and its Subsidiaries); 



 

	 	(vii)	 except as otherwise expressly set forth above, (x) the optional or mandatory prepayment and redemption
terms with respect such Indebtedness shall be determined by the Borrower and the lenders or investors providing such Indebtedness; provided that to the extent any mandatory prepayment is offered to such Indebtedness, the same mandatory prepayment
terms shall apply to the Initial Term Loans but subject solely to the prior payment in full of such Indebtedness and (y) any other term of the applicable Permitted First Lien Debt Documents, including with respect to any financial covenant and
collateral and security matters (other than the rights under the Closing Date Intercreditor Agreement and the right to cross default to other Permitted First Lien Indebtedness) shall be no more favorable to the lenders or investors providing such
Indebtedness than those applicable to the Initial Term Loans unless applicable solely to periods after the Initial Term Loan Maturity Date existing at the time of such incurrence or added for the benefit of the Initial Term Loans;



  

	 	(viii)	 the Lenders shall have been provided with all definitive documentation (or drafts thereof followed by changes
thereto) in respect of such Indebtedness and to the extent any change to the Credit Documents would be required pursuant to the terms above, any amendment to any such Credit Document shall be consummated prior to or concurrently with the
consummation of the incurrence of such Indebtedness; and 


  

	 	(ix)	 after giving effect to such incurrence, the aggregate outstanding principal amount of Permitted First Lien
Indebtedness and Permitted COVID Senior Lien Indebtedness shall not exceed the Permitted Senior Debt Cap; 



provided further that upon the satisfaction of the Free Cash Flow Condition, the Borrower may incur an additional $500,000,000
of such Indebtedness subject to the limitations above; except that such additional Indebtedness pursuant to this second proviso may be incurred in the form of a revolving credit facility or a term loan facility; and to the extent it is incurred in
the form of a revolving credit facility, any financial covenant solely applicable to such revolving credit facility shall not be required to be added for the benefit of the Initial Term Loans; provided further that after giving effect to such
incurrence pursuant to the provisions above, the aggregate outstanding principal amount of Permitted First Lien Indebtedness and Permitted COVID Senior Lien Indebtedness shall not exceed the Permitted Senior Debt Cap. 

  
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 In calculating the outstanding principal amount of any Permitted First Lien
Indebtedness at any time any principal amount representing the capitalized interest contemplated by the terms thereof shall be excluded. 

(m)    Indebtedness of the Borrower or any of its Subsidiaries under Swap Contracts entered into for the purpose of
directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person or in respect of Permitted First Lien
Indebtedness or foreign exchange risk and in each case, not for speculative purposes; 
 (n)    guarantees of the
Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary, so long as, (i) in the case of guarantee provided by a Credit Party in respect of Indebtedness of a Subsidiary that is not a
Credit Party, such guarantee is in the ordinary course of business and (ii) a Subsidiary that is not a Credit Party shall not guarantee any Indebtedness for borrowed money of any Credit Party; 

(o)    Indebtedness in respect of bid bonds, performance bonds, surety bonds and similar obligations, in each case,
incurred by Borrower or any of its Subsidiaries, including guaranties or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; 

(p)    Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in
the ordinary course of business or in connection with an acquisition or other investment; 
 (q)    Indebtedness of the
Borrower and its Subsidiaries assumed in connection with any acquisition, together with any Permitted Refinancing thereof, in an aggregate principal amount not to exceed $200,000,000 at any time outstanding; provided that (i) such
Indebtedness is not incurred in contemplation of such acquisition and (ii) both immediately prior to and after giving effect to the assumption of such Indebtedness and any Permitted Refinancing thereof, no Event of Default shall exist or result
therefrom; 
 (r)    Indebtedness in the form of letters of credit in an aggregate face amount not to exceed the sum of
(i) the face amount of the Existing Letters of Credit on the Closing Date and (ii) $150,000,000 at any time outstanding; 

(s)    Indebtedness incurred in connection with, related to or associated with any governmental assistance and/or
sponsored facility or program related to the COVID-19 pandemic (including, for the avoidance of doubt, any assistance, facility or program contemplated by the CARES Act or established by the Federal Reserve
under the authority of Section 13(3) of the Federal Reserve Act); provided that to the extent such Indebtedness constitutes Permitted COVID Senior Lien Indebtedness, after giving effect to such incurrence, the aggregate outstanding
principal amount of Permitted First Lien Indebtedness and Permitted COVID Senior Lien Indebtedness shall not exceed the Permitted Senior Debt Cap; and 

(t)    surety bonds, guarantees, insurance or similar instruments allowable to meet the safeguarding requirements of
Payments and Electronic Money Institution regulators with the purpose of enabling greater utilization of cash held on behalf of customers for working capital purposes. 

  
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 6.2    Liens. Create, incur, assume or permit to exist any
Lien on or with respect to any property or asset of any kind of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired (and, in each case, subject to Section 6.12), except: 

(a)    (i) Liens in favor of the Collateral Agent for the benefit of the Secured Parties granted pursuant to any Credit
Document, (ii) Liens existing on the Closing Date and set forth on Schedule 6.2(a)(ii) and any replacements, renewals or extensions thereof and (iii) Liens securing Permitted First Lien Indebtedness and any Swap Contracts and cash
management obligations secured on a pari passu basis with any Permitted First Lien Indebtedness; 
 (b)    each of the
following Liens (each, a “Permitted Encumbrance”), excluding any such Lien imposed by any section of ERISA: 
  

	 	(i)	 Liens for Taxes if the applicable Person is in compliance with Section 5.3 with respect thereto;



  

	 	(ii)	 statutory or common law Liens of landlords, sub-landlords, carriers,
warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business; 


  

	 	(iii)	 (A) pledges or deposits in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other social security legislation and (B) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of
credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Subsidiaries; 



 

	 	(iv)	 pledges or deposits to secure the performance of bids, trade contracts, utilities, governmental contracts and
leases (other than Indebtedness for borrowed money), statutory or regulatory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental
obligations) incurred in the ordinary course of business; 


  

	 	(v)	 covenants, conditions, easements,
rights-of-way, building codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions and other similar encumbrances and minor title defects
or survey matters, in each case affecting Real Estate Assets and that do not in the aggregate materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole, and any exceptions on the Title
Policies issued in connection with the Mortgaged Properties; 


  

	 	(vi)	 Liens (A) in favor of customs and revenue authorities arising as a matter of Law to secure payment of
customs duties in connection with the importation of goods in the ordinary course of business or (B) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’
acceptances or 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 in the ordinary course of business; 



  
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	 	(vii)	 Liens (A) of a collection bank arising under Section 4-208 of
the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds
maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general
terms and conditions; 


  

	 	(viii)	 (A) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any of its Subsidiaries in the ordinary course of business or not otherwise materially interfering with the
Borrower’s or any of its Subsidiaries’ business taken as a whole and (B) non-exclusive licenses, sublicenses, leases or subleases with respect to any assets granted to third Persons in the
ordinary course of business or not otherwise materially interfering with the Borrower’s or any of its Subsidiaries’ business taken as a whole; 


  

	 	(ix)	 Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods
entered into by the Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; 


  

	 	(x)	 Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to
commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 


  

	 	(xi)	 Liens that are contractual, statutory or common law provision relating to banker’s liens, rights of set-off, rights of pledge or similar rights and remedies (A) relating to the establishment of depository relations with banks or other deposit-taking financial institutions or investment or securities accounts,
(B) relating to pooled deposit or sweep accounts of the Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Subsidiaries or
(C) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Subsidiaries in the ordinary course of business; 



 

	 	(xii)	 Liens solely on any cash earnest money deposits made by the Borrower or any of its Subsidiaries in connection
with any letter of intent or purchase agreement in connection with any Investment permitted hereunder; 


  

	 	(xiii)	 ground leases in respect of Real Estate Assets on which facilities owned or leased by the Borrower or any of
its Subsidiaries are located; 



  
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	 	(xiv)	 (A) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the
normal operation of the business complies, and (B) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary
conduct of the business of the Borrower and its Subsidiaries, taken as a whole; 


  

	 	(xv)	 Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;



  

	 	(xvi)	 Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect
thereto; 


  

	 	(xvii)	 Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s
obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; 



 

	 	(xviii)	 deposits of cash with the owner or lessor of premises leased and operated by the Borrower or its Subsidiaries
to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises; 


  

	 	(xix)	 in the case of any non-wholly owned Subsidiary, any put and call
arrangements or restrictions on disposition related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement; 



 

	 	(xx)	 Liens arising by operation of law in the United States under Article 2 of the UCC in favor of a reclaiming
seller of goods or buyer of goods; 


  

	 	(xxi)	 Liens disclosed as an exception to a Title Policy; 



 

	 	(xxii)	 Liens deemed to exist in connection with repurchase agreements, reverse repurchase agreements, securities
lending and borrowing agreements and similar transactions; 


  

	 	(xxiii)	 Liens on amounts deposited as “security deposits” (or their equivalent) in the ordinary course of
business in connection with actions or transactions not prohibited by this Agreement; 


  

	 	(xxiv)	 Liens on cash and Cash
Equivalents securing obligations under master netting agreements and other Swap Contracts permitted hereunder; 


  

	 	(xxv)	 Liens encumbering property or assets under construction (and proceeds or products thereof) arising from
progress or partial payments by a customer of the Borrower or its Subsidiaries relating to such property or assets; 



(c)    Liens securing judgments or orders for the payment of money not constituting an Event of Default under
Section 8.1(h); 

  
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 (d)    Liens securing Indebtedness permitted pursuant to
Section 6.1(j); provided, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capital Leases or Purchase Money Indebtedness
and the proceeds and products thereof and customary security deposits; 
 (e)    Liens existing on property at the time
of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary or otherwise securing Indebtedness acquired or assumed by the Borrower or any Subsidiary and any replacements, renewals or extensions thereof;
provided, (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary and (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds, products and accessions
thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at
such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition); 

(f)    subject to the Conforming
Principles, Liens securing obligations (other than Indebtedness for borrowed money) of the Borrower or its Subsidiaries in an aggregate amount for all such Persons not to exceed at any time
$50,000,000 outstanding; 
 (g)    Liens (i) in favor of the Borrower or a Subsidiary on assets of a
Subsidiary that is not a Credit Party securing permitted intercompany Indebtedness and (ii) in favor of the Borrower or any Guarantor; provided that any Lien made in favor of the Borrower or any Guarantor shall constitute Collateral; 

(h)    Liens securing any Indebtedness under Section 6.1(r) and any Permitted Refinancings thereof; and 

(i)    Liens securing any Indebtedness under Section 6.1(s); provided that, to the extent any such Liens are
on assets not constituting Collateral, such assets are included in the Collateral substantially concurrently with the incurrence of such Indebtedness. 

6.3    Payments and Prepayments of Certain Indebtedness. 

(a)    Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any
Junior Financing, except: 
  

	 	(i)	 the conversion or exchange of any Junior Financing to Equity Interests (other than Disqualified Equity
Interests) of the Borrower or any parent thereof; 


  

	 	(ii)	 repayments, redemptions, purchases, defeasances and other
paymentssatisfaction prior to scheduled maturity in respect of any Junior Financing,
in each case, if applicable, subject to the subordination terms of intercreditor arrangement applicable to such Junior Financing not to exceed $250,000,000
in the aggregate; 


  

	 	(iii)	 required payments of regularly scheduled payments of interest, fees and premiums; 



  
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	 	(iv)	 refinancings, replacements, substitutions, exchanges and renewals of any such Junior Financing to the extent
such refinancing, replacement, exchange or renewed Indebtedness constitutes Junior Financing and is otherwise permitted by Section 6.1; 


  

	 	(v)	 payments of intercompany Indebtedness permitted under Section 6.1; 



 

	 	(vi)	 so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby,
‘AHYDO’ Catch-up Payments; and 


  

	 	(vii)	 subject to Conforming Principles, additional repayments,
redemptions, purchases, defeasances and other payments in respect of any Junior Financing in an aggregate amount not to exceed the unused capacity under Section 6.4(i) (it being understood that any such repayments, redemptions, purchases,
defeasances and other payments made in reliance on this clause (vii) shall reduce the amounts available under Section 6.4(i)). 



(b)    Amend, modify or change any term or condition of any Junior Financing Documentation in violation of the applicable
definition or criteria thereof of the applicable subordination terms or intercreditor agreement, or in any manner that is materially adverse to the interests of the Lenders. 

6.4    Restricted Payments. Declare, order, pay or make any Restricted Payment except that, without
duplication: 
 (a)    each Subsidiary may make Restricted Payments to the Borrower and other Subsidiaries of the
Borrower (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower, any other Subsidiary and to each other owner of Equity Interests of such Subsidiary based on its relative
ownership interests of the relevant class of Equity Interests (other than, at any time an Event of Default is continuing, to any Affiliate of the Borrower that is not a Subsidiary)); 

(b)    the Borrower and each Subsidiary may declare and make dividend payments or other Restricted Payments payable solely
in the Equity Interests (other than Disqualified Equity Interests) of such Person (and, in the case of such a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any other Subsidiary and
to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); 

(c)    the Borrower may (x) repurchase fractional shares of its Equity Interests arising out of stock dividends,
splits or combinations, business combinations or conversions of convertible securities or exercises of warrants, options or restricted stock units, (y) “net exercise” or “net share settle” warrants, options or restricted stock
units or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants, options or restricted stock units to purchase its Equity Interests; 

(d)    the Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make
payments on behalf of) directors, officers, employees or other providers of services to the Borrower and its Subsidiaries in an amount required to satisfy tax withholding obligations and any exercise price for options relating to the vesting,
settlement or exercise of such Equity Interests or rights; 
 (e)    following a Qualified IPO, the Borrower or any
Subsidiary of the Borrower may make any Restricted Payment that has been declared by the Borrower or such Subsidiary, so long as such Restricted Payment was otherwise permitted to be incurred under this Section 6.4 at the
time of declaration and is made within 60 days of such declaration; 

  
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 (f)    following a Qualified IPO, the Borrower may repurchase Equity
Interests pursuant to any accelerated stock repurchase or similar agreement; 
 (g)    so long as no Default then exists
or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.4 using the proceeds of any issuance of Equity Interests (other than Disqualified Equity Interests);
provided that the Restricted Payment and the issuance of such Equity Interests are substantially concurrent; 

(h)    the Borrower may make Restricted Payments: 

(i)    [reserved]; 

(ii)    the proceeds of which shall be used by any parent entity of the Borrower to pay its operating
expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the
ordinary course of business in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of any parent entity of the Borrower attributable to the ownership or operations of the Borrower and its
Subsidiaries; 
 (iii)    the proceeds of which shall be used by any parent entity of the Borrower to pay
franchise or similar taxes and other fees and expenses required to maintain its corporate existence; 

(iv)    the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to
officers and employees of any parent entity of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of the Borrower and its Subsidiaries; and 

(v)    to allow any parent entity of the Borrower to pay fees and expenses (other than to Affiliates)
related to any unsuccessful equity or debt offering by any parent entity of the Borrower that is directly attributable to the ownership or operations of the Borrower and its Subsidiaries. 

(i)     subject to the Conforming
Principles, other Restricted Payments not otherwise permitted by this Section 6.4 in an amount not to exceed $250,000,000 minus any repayments, redemptions, purchases, defeasances
and other payments made in reliance of this clause (i) in accordance with Section 6.3(a)(vii); 

(j)     the declaration and payment of Restricted Payments on the Borrower’s common stock (or the payment of
Restricted Payments to any direct or indirect parent company of the Borrower to fund a payment of dividends on such company’s common stock), following consummation of a Qualified IPO, in an annual amount for each fiscal year of the Borrower
equal to the greater of (a) an amount equal to 6.0% of the net cash proceeds of such IPO (and any subsequent public offerings) received by or contributed to the Borrower and/or its Subsidiaries, other than public offerings with respect to
common stock registered on Form S-8 and (b) an amount equal to 7.0% of the market capitalization the Borrower and its Subsidiaries;
and 

  
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 (k)     In connection with or at any time after a Qualified IPO, Restricted
Payments declared and made with respect to Project Denali and with respect to current and former
employees holding expired or soon to be expired Equity Interests of the Borrower., so long as Liquidity, after giving effect thereto, is no less than $1,000,000,000 (it being understood and agreed that the
Borrower may announce and/or set aside funds for such Restricted Payments prior to a Qualified IPO so long as such Restricted Payment is not made until the consummation of such Qualified IPO); and


(l)
     In connection with or at any time after a
Qualified IPO, Restricted Payments declared and made in connection with Project Denali, so long as Liquidity, after giving effect thereto, is no less than $1,000,000,000 (it being understood and agreed that the Borrower may announce and/or set aside
funds for such Restricted Payments prior to a Qualified IPO so long as such Restricted Payment is not made until the consummation of such Qualified IPO). 

Notwithstanding
 anything herein to the contrary, none of the Borrower or any of its Subsidiaries will declare or make a Restricted Payment of any trademark comprised of “AIRBNB” to any Person that is not a Credit Party in reliance on this
Section 6.4. 
 6.5    Burdensome
Agreements. Create or otherwise cause or suffer to exist or become effective any Contractual Obligation that encumbers or restricts the ability of the Borrower or any of its Subsidiaries to: 

(a)    pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the
Borrower or any other Subsidiary of the Borrower; or 
 (b)    make loans or advances to the Borrower or any other
Subsidiary of the Borrower; 
 provided, notwithstanding anything herein to the contrary, this Section 6.5 shall not apply to Contractual
Obligations that: 
  

	 	(i)	 are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such Contractual
Obligations were not entered into in contemplation of such Person becoming a Subsidiary (and any amendments or modifications thereof that do not materially expand the scope of any such prohibition restriction or condition); 



 

	 	(ii)	 represent Indebtedness of a Subsidiary that is not a Credit Party which is permitted by Section 6.1 and
which does not apply to any Credit Party; 


  

	 	(iii)	 are customary restrictions that arise in connection with (x) any Permitted Lien and relate to the property
subject to such Lien or (y) arise in connection with any disposition permitted by Section 6.8 or 6.9 and relate solely to the assets or Person subject to such disposition; 



 

	 	(iv)	 are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures
permitted under Section 6.6; 


  

	 	(v)	 are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under
Section 6.1 but solely to the extent any negative pledge relates to the property financed by such Indebtedness and the proceeds, accessions and products thereof; 



  
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	 	(vi)	 are customary restrictions on leases, subleases, licenses or contemplated by asset sale, merger, purchase or
other similar agreements not prohibited hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto; 


  

	 	(vii)	 are customary provisions restricting subletting, transfer or assignment of any lease governing a leasehold
interest of the Borrower or any of its Subsidiaries; 


  

	 	(viii)	 are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary
course of business; 


  

	 	(ix)	 are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary
course of business; 


  

	 	(x)	 arise in connection with cash or other deposits permitted under Sections 6.2 and 6.6 and limited to such cash
or deposit; 


  

	 	(xi)	 are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in
the ordinary course of business; 


  

	 	(xii)	 are restrictions regarding licensing or sublicensing by the Borrower and its Subsidiaries of intellectual
property in the ordinary course of business; 


  

	 	(xiii)	 are restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not
prohibited hereunder; 


  

	 	(xiv)	 customary provisions in partnership agreements, limited liability company organizational governance documents,
asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person;



  

	 	(xv)	 are in existence on the Closing Date and set forth on Schedule 6.5 or any amendment thereto to the
extent such amendment is not adverse to the Lenders in any material respect; and 


  

	 	(xvi)	 are set forth in any agreement governing Indebtedness not prohibited by Section 6.1; provided that such
restrictions and conditions are customary for such Indebtedness. 


 6.6    Investments.
Make or own any Investment in any Person except Investments in or constituting: 
 (a)    cash and Cash Equivalents;

 (b)    [Reserved]; 

(c)    Equity Interests of any Subsidiary directly or indirectly owned by the Borrower on the Closing Date; 

  
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 (d)    Equity Interests of any Guarantor acquired after the Closing
Date; 
 (e)    Investments (i) by the Borrower or any Subsidiary in the Borrower or any other Subsidiary;
provided, that Investments by the Borrower or any Guarantor in a Subsidiary that is not a Guarantor shall only be made in cash and Cash Equivalents and shall either (x) be solely for the purpose of funding ordinary course operations and
initiatives of such Subsidiary or (y) in connection with ordinary course of business cash management, cash pooling and other similar arrangements, or (z) otherwise in an aggregate amount not to exceed $100,000,000 at any time outstanding
and (ii) held by the Borrower or any Subsidiary on the Closing Date and set forth on Schedule 6.6(e); 

(f)    accounts receivable arising and trade credit granted in the ordinary course of business; 

(g)    Investments consisting of non-cash loans made by the Borrower to officers,
directors and employees of a Credit Party which are used by such Persons to purchase simultaneously Equity Interests of any parent thereof; 

(h)    promissory notes, securities and other non-cash consideration received in
connection with Asset Sales permitted by Section 6.9; 
 (i)    (i) Securities received in satisfaction or partial
satisfaction thereof from financially troubled account debtors or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors, (ii) deposits, prepayments and other credits to suppliers
made in the ordinary course of business consistent with the past practices of the Borrower and its Subsidiaries and (iii) Securities of trade creditors or customers that are received in settlement of bona fide disputes; 

(j)    Investments made in the ordinary course of business consisting of negotiable instruments held for collection in the
ordinary course of business and lease, utility and other similar deposits in the ordinary course of business; 

(k)    advances, loans or extensions of credit by the Borrower or any of its Subsidiaries in compliance with applicable
Laws to officers, non-affiliated members of the Board of Directors, managers, consultants and employees of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, entertainment
or relocation, out of pocket or other business-related expenses; 
 (l)    loans by the Borrower or any of its
Subsidiaries in compliance with applicable Laws to officers, non-affiliated members of the Board of Directors, managers, consultants and employees of the Borrower or any of its Subsidiaries the proceeds of
which shall be used to purchase the Equity Interests of the Borrower in an aggregate amount outstanding for all such loans not to exceed $50 million then outstanding; provided, any such loan shall be matched by the applicable officer, non-affiliated director, or employee, as the case may be, on a dollar-for-dollar basis in respect of the purchase price for such Equity
Interests; 
 (m)    Investments for which the consideration consists solely of Equity Interests of the Borrower or its
direct or indirect parent entity; 
 (n)    to the extent constituting Investments, deposit and securities accounts
maintained in the ordinary course of business and in compliance with the provisions of the Credit Documents; 

  
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 (o)    Investments consisting of Indebtedness, Liens, fundamental
changes, Asset Sales and Restricted Payments permitted under Sections 6.1, 6.2, 6.7, 6.8 and 6.4, respectively (other than by reference to this Section 6.6(o)); provided that no Investment can be made solely pursuant to
this Section 6.6(o); 
 (p)    Investments of any Person existing at the time such Person becomes a Subsidiary or
consolidates, merges or amalgamates with the Borrower or any Subsidiary thereof, so long as such Investments were not made in contemplation of such Person becoming a Subsidiary, or of such consolidation, merger or amalgamation; and 

(q)    any transaction or series of related transactions by the Borrower or any of its Subsidiaries for (x) the
direct or indirect acquisition of all or substantially all of the property of any Person, or of any business or division of any Person, (y) the acquisition of all or a substantial portion (including by merger or consolidation) of the Equity
Interests (other than director qualifying shares) of any Person that becomes a Subsidiary of the Borrower after giving effect to such transaction, or (z) merger or consolidation or any other combination with any Person (so long as a Credit
Party, to the extent such Credit Party is a party to such transaction, is the surviving entity) so long as: 
 (i)    no
Default or Event of Default (or, in the case of a Limited Conditionality Acquisition, no Event of Default under any of Section 8.1(a), 8.1(f) or 8.1(g)) is continuing; 

(ii)    any such newly created or acquired Subsidiary shall either (x) to the extent required by Sections 5.11 and
5.12, become a Credit Party and comply with the requirements set forth herein with respect thereto or (y) if such Subsidiary does not become a Credit Party and comply with the requirements of Sections 5.11 and 5.12, the total consideration paid
for such purchase or acquisition and all other such purchases or acquisitions described in this clause (ii)(y), shall not exceed $250,000,000 (excluding, for purposes of calculating the foregoing amount, any acquisitions for which the consideration
consists solely of Equity Interests of the Borrower or its direct or indirect parent entity or, if such consideration is partly of Equity Interests of the Borrower or its direct or indirect parent entity, then the value of such Equity Interest is
also excluded). 
 (r)    Investments in Swap Contracts permitted under Section 6.1. 

(s)    Investments in the ordinary course of business consisting of endorsements for collection or deposit
and customary trade arrangements with customers consistent with past practices; 
 (t)    advances of
payroll payments to employees in the ordinary course of business; 

(u)    non-cash Investments in connection with tax planning and
reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; 

(v)    contributions to a “rabbi” trust for the benefit of employees, directors, consultants,
independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; 

(w)    product initiatives and loyalty programs; 

  
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 (x)    Investments in connection with Project Denali;

 (y)    Investments in VIEs not to exceed $25,000,000 per calendar year; and 

(z)     subject to the
Conforming Principles, additional Investments (other than Investments in a Subsidiary of the Borrower), so long as Liquidity, after giving effect thereto, is no less than $1,000,000,000;
provided that, none of the Borrower or any of its Subsidiaries will sell, assign or transfer legal and beneficial ownership interest in any trademark comprised of “AIRBNB” to any non-Affiliate of the Borrower or such
SubsidiaryPerson that is not a Credit Party in
reliance on this clause
(z).;
and 
 (aa)    Investments in connection with the Hardship Fund and Community Fund; provided that such Investments made in reliance on this
clause (aa) using proceeds from the operations of the Borrower and its Subsidiaries shall not exceed $75,000,000. 

6.7    Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or dispose
of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: 

(a)    any Subsidiary of the Borrower may be merged with or into the Borrower or any Guarantor, or be liquidated, wound up
or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any Guarantor; provided, in the case
of such a merger, the Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person and shall not change its jurisdiction of establishment; and 

(b)    any Subsidiary of the Borrower that is not a Guarantor may be merged with or into another Subsidiary of the
Borrower, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to another Subsidiary of
the Borrower; provided, in the case of a merger between a Subsidiary of the Borrower that is not a Guarantor and a Guarantor, the Guarantor shall be the continuing or surviving Person and shall not change its jurisdiction of establishment;

 (c)    if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and
be continuing, any Person may merge with or into or consolidate with the Borrower or a Subsidiary of the Borrower, if (A) any of the Borrower or a Subsidiary of the Borrower (which Subsidiary shall have assumed the Obligations of the applicable
Guarantor by operation of Law or through assumption documents satisfactory to the Administrative Agent to the extent a Guarantor is merged with or into or consolidated with such Subsidiary and such Guarantor is not the surviving person) is the
surviving Person or (B) if the Borrower or the applicable Subsidiary, as the case may be, is not the surviving Person, (x) all Obligations of the Borrower or the applicable Subsidiary, as the case may be, shall have been assumed by the
surviving Person by operation of Law or through assumption documents reasonably satisfactory to the Administrative Agent and (y) the surviving Person shall be organized under the laws of any jurisdiction within the United States; and 

(d)    if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be
continuing, the Borrower or a Subsidiary of the Borrower may (A) with respect to any Subsidiary, merge into any other Subsidiary of the Borrower for the purpose of effecting a change in its state of incorporation in the United States (if all
Obligations shall have been assumed by such Subsidiary by operation of Law or through assumption documents reasonably satisfactory to the Administrative Agent), and (B) reincorporate in any other jurisdiction in the United States, but must in
each case promptly notify the Administrative Agent thereof. 

  
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 6.8    Asset Sales. Sell, lease or sub-lease (as lessor or sublessor), sell and leaseback, assign, convey, license (as licensor or sublicensor), transfer or otherwise dispose to (any of the foregoing, an “Asset Sale”), any Person, in
one transaction or a series of transactions, of all or any part of the Borrower’s or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now
owned or hereafter acquired, leased or licensed, including the Equity Interests of any of the Subsidiaries of the Borrower, except: 

(a)    the liquidation or other disposition of cash and Cash Equivalents; 

(b)    the sale, lease, assignment, conveyance, transfer, license, exchange or disposition of inventory or other assets,
in each case, in the ordinary course of business; 
 (c)    the sale or discount, in each case without recourse and in
the ordinary course of business, by the Borrower or its Subsidiaries of accounts receivable or notes receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof or in connection with the
bankruptcy or reorganization of the applicable account debtors and dispositions of any securities received in any such bankruptcy or reorganization; 

(d)    the sale, lease, assignment, conveyance, transfer, license, exchange or disposition of used, worn out, obsolete or
surplus property by the Borrower or its Subsidiaries, including the abandonment or other disposition of intellectual property, in each case, which, in the reasonable judgment of the Borrower, is no longer economically practicable to maintain or
necessary for or useful in the conduct of the business of the Borrower and its Subsidiaries, taken as a whole; 

(e)    the sale, lease, assignment, conveyance, transfer, license, exchange or disposition of equipment or Real Estate
Assets to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement
property, or (iii) such transaction is part of a sale lease-back of such property permitted by Section 6.9; 

(f)    any conveyance, transfer, exchange or disposition of assets which would constitute a Restricted Payment permitted
under Section 6.4 or an Investment permitted under Section 6.6 (other than, in each case, by reference to this Section 6.8(f)); 

(g)    the sale, lease, assignment, conveyance, transfer, license, exchange or disposition of assets resulting from any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset, or consisting of or subsequent to a total loss or constructive total loss of property; 

(h)    Asset Sales constituting (i) Investments made in accordance with Section 6.6, (ii) sale and leaseback
transactions permitted under Section 6.9 or (iii) Liens permitted under Section 6.1 (other than, in each case, by reference to this Section 6.8(h)); 

(i)    the Borrower and its Subsidiaries may lease or sublease (as lessee or sublessee) or license or sublicense (as
licensee or sublicensee) real or personal property so long as any such lease, license, sublease or sublicense does not create a Capital Lease except to the extent permitted by Section 6.1; 

(j)    non-exclusive licensing (as licensor or sublicensor) of intellectual
property provided that the same do not in any material respect interfere with the business of the Borrower and its Subsidiaries taken as a whole; 

  
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 (k)    Asset Sales to, between or among the Borrower and any Guarantor;

 (l)    Asset Sales (x) between or among any Subsidiary that is not a Guarantor and any other Subsidiary that is
not a Guarantor or joint venture, (y) by a Subsidiary that is not a Guarantor to Borrower or any other Guarantor, or (z) by any Credit Party to a Subsidiary and/or joint venture that is not a Credit Party to the extent constituting an
Investment permitted under Section 6.6(e); 
 (m)    the unwinding of any Swap Contracts; 

(n)    dispositions of Investments in joint ventures in existence on the Closing Date to the extent required by, or
pursuant to, customary buy/sell arrangements between the applicable joint venture party as set forth in the joint venture arrangements or similar binding agreements among such joint venture party as in effect on the Closing Date; 

(o)    dispositions or sales of a de minimis amount of Securities of a Subsidiary in order to qualify members of
the governing body of such Subsidiary to the extent required by Law; 
 (p)    any grant of an option to purchase, lease
or acquire property, so long as the disposition resulting from the exercise of such option would otherwise be permitted hereunder; 

(q)    Asset Sales in connection with tax restructurings and tax planning; provided that after giving effect to any such
activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired, including as a result of the release of any Guarantor in connection therewith; and 

(r)    Asset Sales of property to Persons other than the Borrower or any of the Subsidiaries (including (x) the sale
or issuance of Equity Interests in a Subsidiary and (y) any sale lease-back) not otherwise permitted under this Section 6.8; provided that (i) such disposition is made for fair market value, (ii) with respect to any Asset
Sale pursuant to this clause (r) for a purchase price in excess of $250,000,000 for any such transaction permitted pursuant to this clause (r) since the Closing Date, the Borrower or a Subsidiary shall receive not less than 75% of such
consideration in the form of cash, Cash Equivalents or publicly traded securities; provided, however, that for the purposes of this clause (ii), (A) the greater of the principal amount and carrying value of any liabilities (as
reflected on the most recent balance sheet of the Borrower (or a parent entity) provided hereunder or in the footnotes thereto), or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been
reflected on the balance sheet of Borrower or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by Borrower) of the Borrower or such
Subsidiary, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale)
pursuant to a written agreement which releases the Borrower or such Subsidiary from such liabilities, (B) any securities (other than publicly traded securities) received by the Borrower or such Subsidiary from such transferee that are converted
by the Borrower or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Asset Sale, shall be deemed to be cash and (C) any Designated Non-Cash Consideration received by the Borrower or such Subsidiary in respect of such Asset Sale having an aggregate fair market value, taken together with all other Designated
Non-Cash Consideration received pursuant to this clause (r) that is at that time outstanding, not in excess (at the time of receipt of such Designated Non-Cash
Consideration) of 5% of Consolidated Total Assets for the 

  
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most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b) as of the time of 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, shall be deemed to be cash (for the avoidance of doubt, publicly traded securities shall not be subject to the foregoing limit); provided that, none of the Borrower or any of its Subsidiaries will sell, assign or
transfer legal and beneficial ownership interest in any trademark comprised of “AIRBNB” to any non-Affiliate of the Borrower or such
SubsidiaryPerson that is not a Credit Party in
reliance on this clause (r). 
 6.9    Sales and Lease-Backs. Become or remain liable as lessee or
as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Person (a) has sold or transferred or is to sell or to transfer to any other Person
(other than the Borrower or any Guarantor), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Person to any Person (other than the Borrower or any Guarantor) in
connection with such lease, in each case other than as permitted by Section 6.8(r) or 6.1, as applicable. 

6.10    Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase,
sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower (other than between or among the Borrower and its Subsidiaries), on terms that are less favorable to the Borrower or any of its Subsidiaries
(taken as a whole), as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided, the foregoing restriction shall not apply to: 

(a)    any transaction between or among the Borrower and any of its Subsidiaries not otherwise restricted hereunder; 

(b)    any transaction between or among non-Credit Party Subsidiaries not
otherwise restricted hereunder; 
 (c)    reasonable and customary indemnities (including the provision of directors and
officers insurance) provided to, and reasonable and customary fees and out-of-pocket expense reimbursement paid to, members of the Board of Directors, officers and other
employees of the Borrower and its Subsidiaries; 
 (d)    reasonable and customary employment, compensation (including
bonus) and severance arrangements for members of the Board of Directors, officers and other employees of the Borrower and its Subsidiaries; 

(e)    Restricted Payments to the extent permitted under Section 6.4, Investments to the extent permitted under
Section 6.6 and other transactions permitted by Section 6; 
 (f)    any transaction existing on the Closing
Date and set forth on Schedule 6.10(f) or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect; 

(g)    transactions approved by a majority of the disinterested directors of the Borrower’s Board of Directors; 

(h)    any transaction involving amounts less than $500,000 individually and $5,000,000 in the aggregate; and 

  
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 (i)    any voting agreement entered into by any holder of the
Borrower’s Equity Interest existing on the Closing Date or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect. 

6.11    Fiscal Year. Change its Fiscal Year-end from December 31.

 6.12    Anti-Layering. Create, incur, assume or suffer to exist any Indebtedness which is
(i) contractually subordinated or junior in right of payment (including through any waterfall provision or “last out” tranche) or security to Permitted First Lien Indebtedness (other than Permitted COVID Senior Lien Indebtedness),
unless such Indebtedness is subordinated or junior in right of payment or security, as applicable, in the same manner and to the same extent, to the Obligations hereunder or (ii) contractually senior or senior in right of payment (including
through any waterfall provision or “last out” tranche) or security to Permitted First Lien Indebtedness other than Indebtedness secured by Liens permitted under Section 6.2(d) or (e) or Permitted COVID Senior Lien Indebtedness.

 SECTION 7       GUARANTY 

7.1    Guaranty of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and
severally hereby irrevocably and unconditionally guaranty to the Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 USC. § 362(a) following an Event of
Default, collectively, the “Guaranteed Obligations”). 
 7.2    Contribution by
Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any
payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a
contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (x) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (y) the aggregate of the Fair Share Contribution Amounts
with respect to all Contributing Guarantors times (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the Guaranteed Obligations. “Fair Share
Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations
hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state Law; provided, solely for purposes of
calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation,
reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing
Guarantor as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this
Section 7.2), minus (ii) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as
contributions hereunder shall 

  
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be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set
forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2. 

7.3    Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in
furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower to pay any of the Guaranteed Obligations when and
as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due following an Event of Default but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, 11 USC. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in cash, to the Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid
principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for the Borrower’s becoming the subject of a proceeding under any Debtor Relief Law,
would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in such proceeding) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid. 

7.4    Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are
irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations (other than
Remaining Obligations). In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows: 

(a)    this Guaranty is a guaranty of payment when due and not of collectability; 

(b)    this Guaranty is a primary obligation of each Guarantor and not merely a contract of surety; 

(c)    the Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the
existence of any dispute between the Borrower and any Beneficiary with respect to the existence of such Event of Default; 

(d)    the obligations of each Guarantor hereunder are independent of the obligations of the Borrower and the obligations
of any other guarantor (including any other Guarantor) of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this Guaranty whether or not any action is brought against
the Borrower or any of such other guarantors and whether or not the Borrower is joined in any such action or actions; 

(e)    payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect,
modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid when due. Without limiting the generality of the foregoing, if the Administrative Agent is awarded a judgment in any suit brought
to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such
suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations; 

(f)    any Beneficiary, upon such terms as it deems appropriate, without notice or demand (except to the extent notice is
required to be provided hereunder, in any other Credit Document or 

  
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under applicable Law) and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s
liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or
discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations;
(iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive,
alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with
respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or
exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its reasonable discretion may determine consistent herewith and any applicable security agreement, including foreclosure
on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (but so long as such sale is in accordance with applicable Law), and even though such action operates
to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit
Documents; and 
 (g)    this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and
shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations (other than Remaining Obligations) or unless the obligations of the Guarantors are
reduced or terminated by the Agent and applicable Beneficiaries in accordance with the terms of this Agreement), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them:
(i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any
right, power or remedy (whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of
the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit
Documents, or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document or any agreement
relating to such other guaranty or security; (iii) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or from the proceeds of any security for the Guaranteed Obligations,
except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such
payment to any part or all of the Guaranteed Obligations; (iv) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; and (v) any defenses, set-offs or counterclaims which the Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds,
statute of limitations, accord and satisfaction and usury; and (vi) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in
respect of the Guaranteed Obligations. 

  
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 7.5    Waivers by Guarantors. Each Guarantor hereby
waives, to the extent permitted by applicable Law, for the benefit of the Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other
guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have
resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by
reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any
agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations (other than Remaining Obligations); (c) any
defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) (i) any principles or provisions of Law,
statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s
liability hereunder or the enforcement hereof (other than the default of payment), (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any
Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including
acceptance hereof, notices of default hereunder, or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to
the Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (f) any defenses or benefits that may be derived from or afforded by Law which limit the liability of or exonerate
guarantors or sureties, or which may conflict with the terms hereof (other than the defense of payment). 

7.6    Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other
than Remaining Obligations) shall have been indefeasibly paid in full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any
of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and
including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any
claim, right or remedy that any Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the
Guaranteed Obligations (other than Remaining Obligations) shall have been indefeasibly paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other
Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation,
reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against the
Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against the Borrower, to all right, title
and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement,
indemnification or contribution rights at any time when all Guaranteed Obligations (other 

  
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than Remaining Obligations) shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall
forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof and of the other Credit Documents.

 7.7    Subordination of Other Obligations. Any Indebtedness of the Borrower or any Guarantor now or
hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by the Obligee Guarantor after an Event of Default
under Section 8.1(a), 8.1(f) or 8.1(g) has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries
to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof. 

7.8    Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of
the Guaranteed Obligations shall have been paid in full. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations. 

7.9    Authority of Guarantors or the Borrower. It is not necessary for any Beneficiary to inquire into the
capacity or powers of any Guarantor or the Borrower or the officers, members of the Board of Directors or any agents acting or purporting to act on behalf of any of them. 

7.10    Financial Condition of the Borrower. Any Credit Extension may be made to the Borrower or continued
from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of the Borrower at the time of any such grant or continuation, as the case may be. No Beneficiary shall have any
obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of the Borrower. Each Guarantor has adequate means to obtain information from the Borrower on a continuing basis
concerning the financial condition of the Borrower and its ability to perform its obligations under the Credit Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Borrower and of
all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or
conditions of the Borrower now known or hereafter known by any Beneficiary. 
 7.11    Bankruptcy, Etc.

 (a)    The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred,
suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Borrower or any other Guarantor or by any defense which the Borrower
or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. 

(b)    Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues
after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such
interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the


  
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Guaranteed Obligations pursuant hereto should be determined without regard to any rule of law or order which may relieve the Borrower of any portion of such Guaranteed Obligations. Guarantors
will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay the Administrative Agent, or allow the claim of the Administrative Agent in respect of, any such interest accruing
after the date on which such case or proceeding is commenced. 
 (c)    In the event that all or any portion of the
Guaranteed Obligations are paid by the Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or
recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder. 

7.12    Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Guarantor or any
of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions
hereof
to a Person that is not the Borrower or a Subsidiary of the Borrower, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person
effective as of the time of such sale or disposition. In addition, a Guarantor shall automatically be discharged
and released of its Guaranty (i) upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary or (ii) upon the request of the Borrower, upon any Guarantor becoming an
Excluded Subsidiary (other than as a result of becoming a non-wholly-owned Subsidiary). 

7.13    Maximum Liability. It is the desire and intent of the Guarantors and the Beneficiaries that this
Guaranty shall be enforced against the Guarantor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. The provisions of this Guaranty are severable, and in any action or
proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise
be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability
shall, without any further action by the Guarantors or the Beneficiaries, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder
being the relevant Guarantor’s “Maximum Liability”). Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Guaranty or
affecting the rights and remedies of the Beneficiaries hereunder; provided, nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability. 

SECTION 8       EVENTS OF DEFAULT 

8.1    Events of Default. The occurrence and continuance of any one or more of the following conditions or
events shall constitute an “Event of Default”: 
 (a)    Failure to Make Payments When Due. Failure by
any Credit Party to pay (i) when due any principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise or (ii) any interest on any Loan or any fee, expenses or
any other amount due hereunder or under any other Credit Document within five (5) Business Days after the date due; or 

  
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 (b)    Default in Other Agreements. (i) Failure of the
Borrower or any of its Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Material Indebtedness (other than Indebtedness under Swap Contracts) (such Material Indebtedness, the
“Specified Indebtedness”) beyond the grace period, if any, provided therefor; (ii) breach or default by the Borrower or any of its Subsidiaries with respect to any other term of (A) one or more items of Specified
Indebtedness or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Specified Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to
cause, or to permit the holder or holders of such Specified Indebtedness (or a trustee on behalf of such holder or holders), to cause, such Specified Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or
redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that, with respect to this clause (ii), failure of the Borrower or any of its Subsidiaries to observe or perform any
term, covenant, condition or agreement under any Permitted First Lien Debt Document shall only constitute an Event of Default under this clause (ii) if such failure shall have (x) occurred and be continuing for more than 45 days or
(y) resulted in the acceleration of all Indebtedness outstanding under the applicable Permitted First Lien Debt Document or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting
from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value owed by the Borrower or such Subsidiary as a result
thereof is greater than $175,000,000, or (B) any Termination Event (as so defined, but which shall not under any circumstances include any “Additional Termination Event” (however described)) under such Swap Contract as to which the
Borrower or any Subsidiary is an Affected Party (as so defined) and (x) the Borrower or such Subsidiary is required to make a payment in connection with such Termination Event, (y) the Swap Termination Value owed by the Borrower or such
Subsidiary as a result thereof is greater than $175,000,000, and (z) the Borrower or such Subsidiary shall fail to make such payment within the later to occur of five Business Days after the due date thereof and the expiration of any grace
periods in such Swap Contract applicable to such payment obligation; or 
 (c)    Breach of Certain Covenants.
Failure of the Borrower or any Subsidiary of the Borrower to perform or comply with any term or condition contained in any of Section 5.1(g)(i), Section 5.2 (as it relates to the existence of any Credit Party) or Section 6; or 

(d)    Breach of Representations, Etc. Any representation, warranty or certification made or deemed made by any
Credit Party in any Credit Document or in any statement or certificate at any time given by such Credit Party in writing pursuant hereto or thereto or in connection herewith or therewith shall be incorrect or misleading in any material respect (or,
in the case of any representation or warranty qualified by materiality, in all respects) as of the date made or deemed made; or 

(e)    Other Defaults Under Credit Documents. The Borrower or any Subsidiary of the Borrower shall default in the
performance of or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other subsection of this Section 8.1, and such default shall not have been remedied or waived within
thirty (30) days after receipt by the Borrower of notice from the Administrative Agent or any Lender of such default; or 

(f)    Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter
a decree or order for relief in respect of the Borrower or any of its Subsidiaries in an involuntary case under any Debtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under
any applicable federal or state Law; or (ii) an involuntary case shall be commenced against the Borrower or any of its Subsidiaries under any Debtor Relief Law now or hereafter in effect; or a decree or order of a court having jurisdiction in
the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar 

  
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powers over the Borrower or any of its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an
interim receiver, trustee or other custodian of the Borrower or any of its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of
the property of the Borrower or any of its Subsidiaries, and any such event described in this clause (i) and (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or 

(g)    Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) The Borrower or any of its Subsidiaries shall
have an order for relief entered with respect to it or shall commence a voluntary case under any Debtor Relief Law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an
involuntary case to a voluntary case, under any such Law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or the Borrower or any of its Subsidiaries
shall make any assignment for the benefit of creditors; or (ii) the Borrower or any of its Subsidiaries hall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or
(iii) the Board of Directors of the Borrower or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or 

(h)    Judgments and Attachments. Any final, non-appealable money judgment,
writ or warrant of attachment or similar process involving in any individual or aggregate proceeding at any time an amount in excess of $175,000,000 (in each case to the extent not adequately covered by insurance as to which a solvent and
unaffiliated insurance company does not deny coverage or a third party indemnity and taking into account any deductibles) shall be entered or filed against the Borrower or any of its Subsidiaries or any of their respective assets and shall remain
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days (or in any event later than five (5) days prior to the date of any proposed sale thereunder); or 

(i)    Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the
aggregate results in or could reasonably be expected to result in a Material Adverse Effect; or (ii) there exists any fact or circumstance that results in the imposition of a Lien pursuant to Section 430(k) of the Code or
Section 303(k) or 4068 of ERISA on the assets of the Borrower or its Subsidiaries that primes the Liens that secure the Obligations; or 

(j)    Change of Control. A Change of Control shall occur; or 

(k)    Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery
thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations (other than Remaining Obligations), shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be
null and void or any Guarantor shall repudiate its obligations thereunder, or (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms
hereof or thereof or the satisfaction in full of the Obligations (other than Remaining Obligations) in accordance with the terms hereof) or shall be declared null and void, or the Collateral Agent shall not have or shall cease to have a valid and
perfected Lien in a material portion of the Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document or the Lien securing the Obligations shall cease to constitute First Priority
security interests (or, if any Permitted First Lien Indebtedness then exists, Second Priority security interest), or (iii) the Borrower or any of its Subsidiaries shall contest in writing the validity or enforceability of any Credit Document in
writing or deny in writing that it has any further liability, or (iv) the Borrower or any of its Subsidiaries shall contest in writing the validity or perfection of any Lien in a material portion of Collateral purported to be covered by the
Collateral Documents; or 

  
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 (l)    Subordination; Lien Priority. Any Junior Financing
permitted hereunder or the guarantees thereof, if any, shall cease, for any reason, to be validly subordinated to the Obligations in lien and/or payment priority, as provided in the applicable Junior Financing Documentation or the applicable
Intercreditor Agreement. 
 Solely for the purpose of determining whether a Default or Event of Default has occurred under
Section 8.1(f), (g) or (h), any reference in any such clause to any Subsidiary shall be deemed to include only any Subsidiary that is not an Immaterial Subsidiary (counting all such Subsidiaries subject to such Default or Event of
Default as one Subsidiary). 
 8.2    Acceleration. Subject to the terms, conditions and provisions of the
Closing Date Intercreditor Agreement (if then in effect), (a) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (b) upon the occurrence of any other Event of Default, at the request of
(or with the consent of) the Required Lenders, upon notice to the Borrower by the Administrative Agent: 
  

	 	(i)	 the aggregate principal of all Loans, all accrued and unpaid interest thereon, all fees (including any
Applicable Premium) and all other Obligations under this Agreement and the other Credit Documents, shall become due and payable immediately, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived
by each Credit Party; and 


  

	 	(ii)	 the Administrative Agent shall, at the direction of the Required Lenders, cause the Collateral Agent to,
exercise any and all of its other rights and remedies under applicable Law (including the UCC) or at equity, hereunder and under the other Credit Documents. 



8.3    Application of Payments and Proceeds. Subject to the terms, conditions and provisions of the Closing
Date Intercreditor Agreement (if then in effect), after the acceleration of the principal amount of any of the Loans in accordance with Section 8.2, all payments and proceeds in respect of any of the Obligations received by any Agent or any
Lender under any Credit Document, including any proceeds of any sale of, or other realization upon, all or any part of the Collateral, shall be applied as follows: 

first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative
Agent or the Collateral Agent with respect to this Agreement, the other Credit Documents or the Collateral; 
 second,
to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Credit Documents or the Collateral; 

third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the
Bankruptcy Code, would have accrued on such amounts); 
 fourth, to the principal amount of the Obligations, 

fifth, to any other Indebtedness or obligations of any Credit Party owing to the Administrative Agent, the Collateral
Agent or any Lender under the Credit Documents; and 
 sixth, to the Borrower or to whoever may be lawfully entitled
to receive such balance or as a court of competent jurisdiction may direct. 

  
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 In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided
until exhausted prior to the application to the next succeeding category, and (b) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be
applied pursuant thereto for such category. Each Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by the Administrative Agent or the Collateral Agent from or on
behalf of any Credit Party, and, as between each Credit Party on the one hand and the Administrative Agent, the Collateral Agent and the other Secured Parties on the other, the Administrative Agent shall have the continuing and exclusive right to
apply and to reapply any and all payments received against the Obligations in such manner as the Administrative Agent may deem advisable notwithstanding any previous application by the Administrative Agent. 

SECTION 9       AGENTS 

9.1    Appointment and Authority. Each of the Lenders hereby irrevocably appoints TOP IV Talents to act on
its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders hereby irrevocably appoints TOP IV Talents to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents
and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents, the Lenders, and neither the Borrower or any of its Subsidiaries shall have rights as a third-party beneficiary of
any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Document (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender
irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver each Closing Date Intercreditor Agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent
and the Collateral Agent thereunder and with respect thereto. 
 9.2    Rights as a Lender. The Person
serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and the term “Lender” or “Lenders” shall, unless
otherwise expressly indicated or unless the context otherwise requires, include the Person serving as an Agent hereunder in its individual capacity, if applicable. Such Person and its Affiliates may accept deposits from, lend money to, own
Securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any of its Subsidiaries or other Affiliate thereof as if such Person were not an Agent hereunder
and without any duty to account therefor to the Lenders. 
 9.3    Exculpatory Provisions. 

(a)    No Agent shall have any duties or obligations except those expressly set forth herein and in the other Credit
Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, no Agent: 
  

	 	(i)	 shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default
has occurred and is continuing; 



  
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	 	(ii)	 shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Credit Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Credit Documents); provided, no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Credit Document or
applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law; and 


  

	 	(iii)	 shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity.



 (b)    No Agent shall be liable for any action taken or not taken by it (i) with the consent
or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 and Sections
8.1, 8.2 and 8.3), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. No Agent shall be deemed to have knowledge of any Default or
Event of Default unless and until notice describing such Default is given to such Agent in writing by the Borrower or a Lender. 

(c)    No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any
other Credit Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such
Agent. 
 (d)    The Administrative Agent shall not be responsible or have any liability for, or have any duty to
ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (a) be obligated to ascertain, monitor or
inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Lender or (b) have any liability with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of
confidential information, to any Disqualified Lender. 
 9.4    Reliance by Agents. Each Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the
proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that
such condition is satisfactory to such Lender unless 

  
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such Agent shall have received written notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

9.5    Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and
powers hereunder or under any other Credit Document by or through any one or more sub-agents or supplemental agents appointed by such Agent. Each Agent and any such sub agent or supplemental agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section shall apply to any such sub agent or supplemental agent and to the Related Parties of each Agent
and any such sub-agent or supplemental agent. No Agent shall be responsible for the negligence or misconduct of any sub-agents or supplemental agents except to the
extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or supplemental agents. In connection with the designation of any such sub-agent or supplemental agent, this Agreement and the other Credit Documents may be amended
solely to implement mechanical provisions customarily requested by such sub-agent or supplemental agent so long as such amendment is reasonably satisfactory to the Borrower and the Required Lenders. 

9.6    Resignation of the Administrative Agent. 

(a)    Each Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right to appoint a successor with the consent of the Borrower; provided, (x) no such consent of the Borrower shall be required while an Event of Default under
Section 8.1(a), (f) or (g) exists and (y) such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrower shall have objected to such appointment by written notice to
the Administrative Agent within ten (10) Business Days after having received notice thereof. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the
retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the
Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. 

(b)    (i) if the Administrative Agent (x) becomes a Defaulting Lender and is not performing its role hereunder as
Administrative Agent or (y) declines to approve any waiver, amendment or modification of this Agreement or any Credit Document that requires approval of all Lenders pursuant to Section 10.5 or if any other circumstance
exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, the Administrative Agent may be removed as the Administrative Agent hereunder at the request of the Borrower and the Required Lenders and (ii) the
Required Lenders may, by notice in writing to the Borrower and the applicable Agent remove such Person as an Agent and, with the consent of the Borrower (provided, (x) no such consent of the Borrower shall be required while under this
clause (b) if an Event of Default under Section 8.1(a), (f) or (g) exists and (y) such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrower shall have
objected to such appointment by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such
notice on the Removal Effective Date. 

  
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 (c)    With effect from the Resignation Effective Date or the Removal
Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents, (except that in the case of any Collateral held by the Collateral Agent on
behalf of the Secured Parties, the retiring or removed Collateral Agent shall continue to hold such Collateral until such time as a successor Collateral Agent is appointed) and (ii) all payments, communications and determinations provided to be
made by, to or through such Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as an
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations
hereunder or under the other Credit Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed
Agent’s resignation or removal hereunder and under the other Credit Documents, the provisions of this Section and Sections 10.2 and 10.3 shall continue in effect for the benefit of such retiring or removed Agent, its sub agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as an Agent. 

9.7    Non-Reliance on Agents and Other Lenders. Each Lender
acknowledges that it has, independently and without reliance upon either Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder. Without limiting the
foregoing, each Lender acknowledges and agrees that neither such Lender, nor any of its respective Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s, participant’s or assignee’s
customer identification program, or other obligations required or imposed under or pursuant to the PATRIOT Act or the regulations thereunder, including the regulations contained in 31 C.F.R. 103.121 (as hereafter amended or replaced, the
“CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of the Credit Parties, their Affiliates or their agents, the Credit Documents or
the transactions hereunder or contemplated hereby: (a) any identity verification procedures, (b) any recordkeeping, (c) comparisons with government lists, (d) customer notices or (e) other procedures required under the CIP
Regulations or such other Laws. 
 9.8    Administrative Agent May File Proofs of Claim. In case of the
pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: 

(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the
Loans 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 and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.8, 10.2 and 10.3) allowed in such judicial
proceeding; and 

  
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 (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 to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders to
pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.8, 10.2
and 10.3. 
 9.9    Collateral Documents and Guaranty. 

(a)    The Secured Parties irrevocably authorize the Collateral Agent, at its option and in its discretion, 

 

	 	(i)	 to release any Lien on any property granted to or held by the Collateral Agent under any Credit Document
(x) upon termination of all Commitments and payment in full of all Obligations (other than Remaining Obligations), (y) that is sold or otherwise disposed of or to be sold or otherwise disposed of
to a Person that is not a Credit Party as part of or in connection with any sale or other disposition permitted under the Credit Documents, or (z) subject
to Section 10.5, if approved, authorized or ratified in writing by the Required Lenders; and 


  

	 	(ii)	 to subordinate any Lien on any property granted to or held by the Collateral Agent under any Credit Document to
the holder of any Lien on such property that is permitted by Section 6.2(d) or any Permitted COVID Senior Lien Indebtedness. 


 Upon
request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its
obligations under the Guaranty pursuant to this Section 9.9(a). 
 (b)    Anything contained in any of the Credit
Documents to the contrary notwithstanding, each Credit Party, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral
or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Credit Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the
benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance
with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including pursuant to section 363(k),
section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to section 363(k), section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be
the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual
capacities) shall be entitled, upon instructions from Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply
any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. 

  
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 (c)    Neither the Administrative Agent nor the Collateral Agent shall
be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or
any certificate prepared by any Credit Party in connection therewith, and neither the Administrative Agent nor the Collateral Agent shall be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

 9.10    Withholding Taxes. To the extent required by any applicable 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, was not properly executed or was invalid or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or
reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as 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, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under this Agreement or any other Credit Document against any amount due the Administrative Agent under this Section 9.10. 

9.11    Agent Discretion. Notwithstanding anything set forth herein or in the other Credit Documents to the
contrary, other than solely for the purpose of preserving or protecting the value of any Collateral or performing any administrative or mechanical functions, no Agent shall exercise any discretion without receiving the direction of the Required
Lenders. 
 SECTION 10       MISCELLANEOUS 

10.1    Notices. 

(a)    Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in Section 10.1(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by
facsimile, if to an Agent, to it at its address (or facsimile number) as set forth on Appendix B, or if to a Lender, to it at its address (or facsimile number). Notices sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in Section 10.1(b), shall be effective as provided in Section 10.1(b). 

(b)    Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or
furnished by electronic communication (including e mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided, the foregoing shall not apply to Notices to any Lender if such Lender has
notified the Administrative Agent that it is incapable of receiving Notices by electronic communication. The Administrative Agent or the Borrower 

  
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may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided, approval of such
procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as
described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefore; provided, for both clauses (i) and (ii) above, if such notice, email or other
communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. 

(c)    Change of Address, Etc. Any party hereto may change its address or facsimile number for notices and other
communications hereunder by notice to the other parties hereto. 
 (d)    Platform. 

 

	 	(i)	 Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the
Communications (as defined below) available to the other Lenders by posting the Communications on Debt Domain, IntraLinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”). 



 

	 	(ii)	 The Platform is provided “as is” and “as available.” The Agent Parties (as defined below)
do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. 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 Communications 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 or the other Credit Parties, any Lender or any other Person or entity for damages of any kind, including
direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Credit Party’s or the Administrative Agent’s transmission of
communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material that any Credit Party provides to the Administrative Agent pursuant to any Credit
Document or the transactions contemplated therein which is distributed to the Administrative Agent or any Lender by means of electronic communications pursuant to this Section, including through the Platform. 



10.2    Expenses. The Borrower shall pay, within 10 days of receipt of a written demand with a summary
statement, (a) all reasonable, documented, out of pocket expenses incurred by (x) the Administrative Agent (including the reasonable fees, out of pocket charges and disbursements of one outside legal counsel for the Administrative Agent
and, if necessary or appropriate, one local counsel in each reasonably necessary and materially relevant jurisdiction) and (y) the Lenders (including the reasonable fees, out of pocket charges and disbursements of one primary outside legal
counsel for the 

  
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Lenders, taken as a whole, and, if necessary and appropriate, one local counsel in each reasonably necessary and materially relevant jurisdiction), in connection with the Commitments, the
preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby
or thereby shall be consummated) and (b) all reasonable, documented out of pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable, documented
out-of-pocket fees, charges and disbursements of one counsel for the Administrative Agent and one primary outside counsel for the Lenders (and, in the case of a conflict
of interest, additional counsels, as appropriate) and if necessary or appropriate, of any special counsel and one local counsel in each reasonably necessary and materially relevant jurisdiction (and in the case of a conflict of interest, additional
counsels as appropriate) (in each case, except allocated costs of in-house counsel)) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other
Credit Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. 

10.3    Indemnity; Certain Waivers. (a)    Indemnification by Borrower. The
Borrower shall indemnify each Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee” and
collectively being called the “Indemnitees”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable, documented
out-of-pocket fees, charges and disbursements of one primary outside counsel for all such Indemnitees (in each case, except allocated costs of in-house counsel)) (and if reasonably necessary (as determined by the Indemnitees), a single regulatory counsel and local counsel in each appropriate jurisdiction for the Indemnitees (plus additional counsel
desirable due to actual or reasonably perceived conflict of interest among such parties), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any of its Subsidiaries) other than such Indemnitee and
its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or Release of
Hazardous Materials on or from any property owned or operated by the Borrower or its Subsidiaries, or any environmental liability related in any way to the Borrower or its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party
thereto; provided, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction in a final and
nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of, or a material breach of the Loan Documents by, any Indemnitee, (y) relate to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim or (z) arise out of, or in connection with, any proceeding that does not involve an act or omission by the Borrower or its Subsidiaries or any of their
respective affiliates or that is brought by an Indemnitee against any other Indemnitee (other than disputes involving claims against the Administrative Agent in its capacity as such or in a similar agency or arranger role, but not any other person
or entity party to any such proceeding). 
 (b)    Reimbursement by Lenders. To the extent that the Borrower for
any reason fails to indefeasibly pay any amount required under Section 10.2 or Section 10.3(a) to be paid by it to an Agent (or any sub-agent thereof),or any Related Party of any of the foregoing,
each Lender severally agrees to pay to such Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender). The obligations of the Lenders under this Section 10.3(b) are subject to the provisions
of Section 10.12. 

  
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 (c)    Waiver of Consequential Damages, Etc. To the fullest
extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any Indemnitee or 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 Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan,
or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. 

(d)    Payments. All amounts due under Section 10.3 shall be payable within ten (10) Business Days after
written demand therefor, together with supporting documentation in reasonable detail. 
 (e)    Survival. Each
party’s obligations under Sections 10.2 and 10.3 shall survive the termination of the Credit Documents and payment of the obligations hereunder. 

10.4    Set-Off. Subject to the terms, conditions and provisions of
the Closing Date Intercreditor Agreement, if an Event of Default under 8.1(a), 8.1(f) or 8.1(g) or (b) shall have occurred and be continuing, each Lender, and each of their respective Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any
time owing, by such Lender, or any such Affiliate, to or for the credit or the account of the Borrower or any other Credit Party against any and all of the obligations of the Borrower or such Credit Party now or hereafter existing under this
Agreement or any other Credit Document to such Lender or its respective Affiliates, irrespective of whether or not such Lender, or Affiliate shall have made any demand under this Agreement or any other Credit Document and although such obligations
of the Borrower or such Credit Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided
that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of
Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective
Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly
after any such setoff and application; provided, the failure to give such notice shall not affect the validity of such setoff and application. 

10.5    Amendments and Waivers. (a) Required Lenders’ Consent. Subject to the additional
requirements of Sections 10.5(b), 10.5(c) and 10.5(d), no amendment, modification, termination or waiver of any term or condition of any Credit Document, or consent to any departure by any Credit Party therefrom, shall be effective without the
written concurrence of the Required Lenders. 

  
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 (b)    Affected Lenders’ Consent. No amendment,
modification, termination or waiver of any term or condition of any Credit Document, or consent to any departure by any Credit Party therefrom, shall: 
  

	 	(i)	 increase or extend the Commitment of any Lender or extend the scheduled final maturity of any Loan without the
written consent of the Lender holding such Commitment or Loan; 


  

	 	(ii)	 reduce the principal amount of any Loan without the written consent of the Lender holding such Loan;



  

	 	(iii)	 waive, reduce or postpone any scheduled repayment or mandatory prepayment of the principal amount of any Loan
or elect to make any payment due under any Credit Document not in immediately available funds in US dollars without the written consent of the Lender holding such Loan; 



 

	 	(iv)	 reduce the rate of interest on any Loan or increase the “PIK” interest rate, i.e. rate of interest on
any Loan permitted to be paid by adding such interest to the principal amount of such Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.7) without the written consent of the Lender
holding such Loan; 


  

	 	(v)	 reduce any fee or premium (including the Applicable Premium) payable under any Credit Document without the
written consent of the Lender that is entitled to receive such fee or premium; 


  

	 	(vi)	 extend the time for payment of any interest on any Loan without the written consent of the Lender holding such
Loan; or 


  

	 	(vii)	 extend the time for payment of any fee or premium (including the Applicable Premium) payable under any Credit
Document without the written consent of the Lender that is entitled to receive such fee or premium (including the Applicable Premium). 



(c)    Consent of all Lenders. Without the written consent of all Lenders (other than, in the case of the clauses
(iv) and (v), a Defaulting Lender), no amendment, modification, termination or waiver of any term or condition of any Credit Document, or consent to any departure by any Credit Party therefrom, shall: 

 

	 	(i)	 amend, modify, terminate or waive any term or condition of Sections 10.5 or 10.6(b)(v); 



 

	 	(ii)	 amend, modify, terminate or waive any term or condition of this Agreement or any other Credit Document that
expressly provides that the consent of all Lenders is required; 


  

	 	(iii)	 amend, modify, terminate or waive any provision of Section 2.14 or of the definition of “Required
Lenders” or “Pro Rata Share”; 



  
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	 	(iv)	 release the Liens of the Secured Parties in all or substantially all of the Collateral, or release all or
substantially all of the value of the Guarantees; 


  

	 	(v)	 subordinate the Liens of the Secured Parties in any Collateral other than to any Lien incurred under
Section 6.2(d) or to the Lien securing Permitted First Lien Indebtedness in accordance with the Closing Date Intercreditor Agreement; 


  

	 	(vi)	 amend any provision to the Closing Date Intercreditor Agreement other than the joinder of additional Permitted
First Lien Indebtedness pursuant to the terms thereof; and 


  

	 	(vii)	 consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit
Document (except as expressly provided in the Credit Documents). 


 Notwithstanding the foregoing, (A) no agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent, (B) upon notice thereof by the Borrower to the Administrative Agent with respect to the inclusion of any modifications constituting Conforming Principles, this Agreement shall
be amended by an agreement in writing entered into by the Borrower and the Administrative Agent without the need to obtain the consent of any Lender to include any such modifications on the date of the incurrence of the Permitted First Lien
Debt[reserved] and (C) any amendments implementing
a replacement rate in accordance with Section 2.15(f) will be effective upon the consent of the Administrative Agent and the Borrower without any need to obtain the consent of any Lender to include any such modifications. 

Notwithstanding anything in this Agreement or the other Credit Documents, any Lender that is at the time a Defaulting Lender shall not have
any voting or approval rights under the Credit Documents and shall be excluded in determining whether all or all affected Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver
pursuant to this Section 10.5); provided that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (ii) any waiver, amendment or modification requiring
the consent of all Lenders or each affected Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. 

Notwithstanding anything to the contrary in this Agreement or the other Credit Documents, without any further consent of the Lenders, the
Administrative Agent and the Collateral Agent shall be authorized (and the Lenders irrevocably authorize and instruct the Administrative Agent and the Collateral Agent) to, upon the reasonable request of the Borrower, subordinate any Lien on any
property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that secures and is permitted to be incurred in connection with any Permitted First Lien Indebtedness or Permitted COVID
Senior Lien Indebtedness and the Administrative Agent shall enter into any documentation or make any filings reasonably requested by the Borrower in connection therewith. 

(d)    Execution of Amendments, Etc. The Administrative Agent may, but shall have no obligation to, with the
concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of, and with the consent of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was
given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. 

  
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 10.6    Successors and Assigns; Participations.
(a)    Successors and Assigns Generally. 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, except that
neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer
any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.6(b), (ii) by way of participation in accordance with Section 10.6(d), or (iii) by way of pledge or assignment
of a security interest subject to Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.6(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent
and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b)    Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, each such assignment shall be subject to the following conditions: 

 

	 	(i)	 Minimum Amounts. 



(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s
Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in Section 10.6(b)(i)(B) in the aggregate or in the case of an assignment to a Lender, an
Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 
 (B)    in any case
not described in Section 10.6(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date) shall not be less than $1,000,000 in the case of any assignment in respect of any Term Loan, unless each of the Administrative Agent and, so long as no Event of Default under Section 8.1 has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), or, in each case, if less, all of such assigning Lender’s remaining Loans or Commitments hereunder. 

 

	 	(ii)	 Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned. 


  

	 	(iii)	 Required Consents. No consent shall be required for any assignment except to the extent required by
Section 10.6(b)(i)(B) and, in addition: 


 (A)    the consent of the Borrower
(such consent not to be unreasonably withheld or delayed provided) shall be required unless (I) an Event of Default 

  
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under Section 8.1 has occurred and is continuing at the time of such assignment or (II) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided,
the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; 

(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)
shall be required for assignments in respect of (i) any unfunded Commitments with respect to any Term Loan if such assignment is to a Person that is not a Lender with a Commitment in respect thereof, an Affiliate of such Lender or an Approved
Fund with respect to such Lender, or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and 
  

	 	(iv)	 Assignment and Assumption. The parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with all forms, certificates or other evidence each assignee is required to provide pursuant to Section 2.17(c) and a processing and recordation fee of $3,500; provided, the
Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. 


  

	 	(v)	 No Assignment to Certain Persons. No such assignment shall be made to the Borrower or any of the
Borrower’s Affiliates or Subsidiaries; provided that this clause (v) shall not apply to any Lender on the Closing Date or an Affiliate or Approved Fund of such Lender to the extent such Person becomes an Affiliate of the Borrower or its
Subsidiaries after the Closing Date. 


  

	 	(vi)	 No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding
company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) 


  

	 	(vii)	 Defaulting Lenders. No such assignment shall be made to any Defaulting Lender. 



 

	 	(viii)	 Disqualified Lenders. No such assignment shall be made to any Disqualified Lenders.



 Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.6(c) of this Section, from and
after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 10.2 and 10.3 with respect to facts and
circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in accordance with Section 10.6(d). 

  
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 (c)    Register. The Administrative Agent, acting solely for this
purpose as an agent of the Borrower, shall maintain at the Payment Office 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
amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent 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. In addition, the Administrative Agent shall maintain on the Register information regarding
the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior written notice.

 (d)    Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural Person, a Disqualified Lender or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or
any of the Borrower’s Affiliates or Subsidiaries; provided that such restriction shall not apply to any Lender on the Closing Date or an Affiliate or Approved Fund of such Lender to the extent such Person becomes an Affiliate of the Borrower or
its Subsidiaries after the Closing Date) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it);
provided, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the
Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be
responsible for the indemnity under Section 10.3(b) with respect to any payments made by such Lender to its Participant(s). 
 Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided, such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 10.5(b) that affects such Participant. The Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided, such
Participant agrees to be subject to the provisions of Section 2.18 and Section 2.19 as if it were an assignee under Section 10.6(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of
Section 10.4 as though it were a Lender; provided, such Participant agrees to be subject to Section 2.17 as though it were a Lender. Each Lender that sells a participation pursuant to this Section shall maintain a register on which
it records the name and address of each Participant and the principal amounts of each Participant’s participation interest with respect to the Loans and the Commitments (each, a “Participant Register”). 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 a participation with respect to such Loans or Commitments for all purposes
under this Agreement, notwithstanding any notice to the contrary. In maintaining the Participant Register, such Lender shall be acting as the agent of the Borrower solely for purposes of applicable US federal income tax law and undertakes no duty,
responsibility or obligation to the Borrower (without limitation, in no event shall such Lender be a fiduciary of the Borrower for any purpose, except that such Lender shall maintain the Participant Register); provided, 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, or its other obligations under
this Agreement) except to the extent that such disclosure is necessary to establish in connection with a Tax audit that such Commitment, Loan, or other obligation is in registered 

  
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form under Section 5f.103(c) of the United States Treasury Regulations or, if different, under Sections 871(h) or 881(c) of the Code. A Participant shall not be entitled to receive any
greater payment under Sections 2.16 or 2.17 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 payment results from a
Change in Law that occurs after the Participant acquired the applicable participation) unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if
it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17
as though it were a Lender. 
 (e)    Certain Pledges; SPCs. 

 

	 	(i)	 Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations of such Lender; provided, no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto, unless such pledgee exercises its remedies under the applicable pledge and either becomes the owner of such rights or causes another Person to become the owner of such rights.



  

	 	(ii)	 Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”)
may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that
such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided, (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or
otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (A) neither the grant to any SPC nor the exercise by any SPC of
such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 2.16 and 2.17), (B) no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement for which a Lender would be liable and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Credit
Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the applicable Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt
of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof.
Notwithstanding anything to the contrary contained herein, any SPC may (1) with notice to, but without prior consent of the Borrower and 



  
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the Administrative Agent, and with the payment of a processing fee of $3,500 to the Administrative Agent, assign all or any portion of its right to receive payment with respect to any Loan to the
Granting Lender and (2) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or
credit or liquidity enhancement to such SPC. 

 (f)    Electronic Execution of Assignments. The
words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be
of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

10.7    Independence of Covenants. All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an
Event of Default if such action is taken or condition exists. 
 10.8    Survival of Representations, Warranties
and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Credit Party set forth in Sections 2.15(c), 2.16, 2.17, 10.2, 10.3 and 10.4 and the agreements of the Lenders set forth in Sections 2.17, 9.3(b), 9.7 and 9.10 shall survive the payment of the Loans and the termination hereof. 

10.9    No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the
exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and
independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall
not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. 

10.10    Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to
marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent or any Lender (or to the
Administrative Agent, on behalf of the Lenders), or any Agent or any Lender enforces any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law, any other state or federal law, common law or any equitable cause,
then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or setoff had not occurred. 

  
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 10.11    Severability. In case any provision in or
obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby. 
 10.12    Obligations Several;
Independent Nature of the Lenders’ Rights. The obligations of the Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other
Credit Document, and no action taken by the Lenders pursuant hereto or thereto, shall be deemed to constitute the Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to
each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for
such purpose. 
 10.13    Headings. Section headings herein are included herein for convenience of
reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect. 

10.14    Governing Law. This Agreement and the other Credit Documents and any claims, controversy, dispute
or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Credit Document (except, as to any other Credit Document, as expressly set forth therein) and the transactions
contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York. 

10.15    Consent to Jurisdiction. The Borrower and each other Credit Party irrevocably and unconditionally
agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Agent, any Lender or any Related Party of the foregoing in any way
relating to this Agreement or any other Credit Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or
proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that each Agent, any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction. Each Credit Party irrevocably and unconditionally waives, to the fullest
extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to herein. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to
service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law. 

10.16    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON


  
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CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 10.17    Confidentiality. Each of the Agents,
each of the Lenders (each, a “Lender Party”) shall hold all information received from the Borrower or any of its Subsidiaries regarding any of their respective businesses (including the existence of this Credit Agreement, the
transactions contemplated herein or the terms or conditions hereof or thereof) other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the
Borrower or any Subsidiary (it being understood and agreed that all information received after the Closing Date from the Borrower or any of its Subsidiaries shall be deemed confidential unless such information is clearly identified at the time of
delivery as not being confidential), it being understood and agreed by the Borrower that, in any event, each Lender Party may make disclosures of such non-public information (i) to its Affiliates (other
than portfolio companies) and to such Lender Party’s and its Affiliates’ respective employees, actual and prospective limited partners and investors, directors, officers, managers, legal counsel, independent auditors and other experts or
agents and advisors or to such Lender Party’s current or prospective funding sources in connection with disclosures otherwise made in accordance with this Section 10.17 (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such information and instructed to keep such information confidential, and in the case of any Lender agrees that it will be held liable for such breach of this Section 10.17);
(ii) to any actual or potential assignee, transferee or Participant of any rights, benefits, interests and/or obligations under this Agreement or to any direct or indirect contractual counterparties (or the professional advisors thereto) in swap or
derivative transactions related to the Borrower and its Obligations (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information
confidential, and in the case of any Lender agrees that it will be held liable for such breach of this Section 10.17); (iii) to (A) any rating agency in connection with rating the Borrower or its Subsidiaries or the
Loans and/or the Commitments or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans; (iv) as required or requested by any regulatory authority
purporting to have jurisdiction over such Lender Party or its Affiliates (including any self-regulatory authority, such as the NAIC); provided, unless prohibited by applicable Law or court order, each Lender Party shall make reasonable
efforts to notify the Borrower of any request by such regulatory authority (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender Party by such regulatory authority) for
disclosure of any such non-public information prior to the actual disclosure thereof; (v) to the extent required by order of any court, governmental agency or representative thereof or in any pending
legal or administrative proceeding, or otherwise as required by applicable Law or judicial process; provided, unless prohibited by applicable Law or court order, each Lender Party shall make reasonable efforts to notify the Borrower of such
required disclosure prior to the actual disclosure of such non-public information; (vi) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or
proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (vii) for purposes of establishing a “due diligence” defense, (viii) with the consent of the Borrower, or
(ix) to the extent such information (A) becomes publicly available other than as a result of a breach of this Section 10.17, (B) becomes available to such Lender Party or any of its Affiliates on a
non-confidential basis from a source other than a Credit Party that does not have a duty of confidentiality to the Borrower, or (C) is independently developed by such Lender Party. 

  
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 Each of the Administrative Agent, the Collateral Agent and the Lenders acknowledges that
(a) the information provided by the Borrower or its Subsidiaries may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed
compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable
Law, including Federal and state securities Laws. 
 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,
the Loan Parties 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 anything herein to the contrary, the Administrative Agent, the Lenders and their respective Affiliates shall not, directly or
indirectly, use the name of the Borrower or its Affiliates in any publicity, advertising or other media and may not issue a press release or otherwise publicize to any person, directly or indirectly, orally or in writing, any information related to
the existence of this Credit Agreement, the transactions contemplated herein or the terms or conditions hereof or thereof; provided that such party may repeat information about the transactions contemplated hereby that has been publicly announced by
the Borrower and no additional information can be publicized. 
 10.18    Usury Savings Clause.
Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable Law shall not exceed the
Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the
Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when
the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set
forth in this Agreement had at all times been in effect, then to the extent permitted by law, the Borrower shall pay to the Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which
would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and the Borrower to conform strictly to any applicable usury Laws. Accordingly, if any Lender
contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to
the outstanding amount of the Loans made hereunder or be refunded to the Borrower. 
 10.19    No Strict
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. 

10.20    Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or
in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery 

  
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of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to
this Agreement or any Credit Document shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. 

10.21    Integration. This Agreement and the other Credit Documents, and any separate letter agreements with
respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof; provided that, for the avoidance of doubt, nothing set forth in the Credit Documents shall impair in any manner the rights of the Agents and the Lenders in their other capacities under any other documents with the Borrower or any
Subsidiary of the Borrower, including as holders in respect of any warrant issued by such Person. 
 10.22    No
Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, the “Lender Affiliated Parties”), may have economic interests that conflict with those of the Credit Parties, and each Credit Party acknowledges and agrees
(a) nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lender Affiliated Parties and each Credit Party, its stockholders or its
Affiliates; (b) the transactions contemplated by the Credit Documents are arm’s-length commercial transactions between the Lender Affiliated Parties, on the one hand, and each Credit Party, on the
other; (c) in connection therewith and with the process leading to such transaction each of the Lender Affiliated Parties is acting solely as a principal and not the agent or fiduciary of any Credit Party, its management, stockholders,
creditors or any other Person; (d) none of the Lender Affiliated Parties has assumed an advisory or fiduciary responsibility in favor of any Credit Party with respect to the transactions contemplated hereby or the process leading thereto
(regardless of whether any of the Lender Affiliated Parties or any of their respective Affiliates has advised or is currently advising any Credit Party on other matters) or any other obligation to any Credit Party except the obligations expressly
set forth in the Credit Documents; (e) each Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate; (f) each Credit Party is responsible for making its own independent judgment with respect to
such transactions and the process leading thereto; and (g) no Credit Party will claim that any of the Lender Affiliated Parties has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Credit Party, in
connection with such transaction or the process leading thereto. 
 10.23    PATRIOT Act. Each Lender and
the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Credit Parties that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Credit
Parties, which information includes the name and address of each Credit Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Credit Parties in accordance with the PATRIOT Act. 

10.24    Judgment Currency. In respect of any judgment or order given or made for any amount due under this
Agreement or any other Credit Document that is expressed and paid in a currency (the “judgment currency”) other than the currency in which it is expressed to be payable under this Agreement or other Credit Document, the party hereto owing
such amount due will indemnify the party due such amount against any loss incurred by them as a result of any variation as between (a) the rate of exchange at which the United States dollar amount is converted into the judgment currency for the
purpose of such 

  
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judgment or order and (b) the rate of exchange, as quoted by the Administrative Agent or by a known dealer in the judgment currency that is designated by the Administrative Agent, at which
the Administrative Agent or such Lender is able to purchase Dollars with the amount of the judgment currency actually received by the Administrative Agent or such Lender. The foregoing indemnity shall constitute a separate and independent obligation
of the applicable party and shall survive any termination of this Agreement and the other Credit Documents, and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange”
shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into Dollars. 
 [remainder of page
intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written above. 
  

			
	AIRBNB, INC., as Borrower
		
	By:	 	
                     
                            

		 	Name:
		 	Title:
	
	AIRBNB PAYMENTS HOLDING LLC, as a Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	AIRBNB PAYMENTS, INC., as a Guarantor
		
	By:	 	  

		 	Name:
		 	Title:
	
	HOTEL TONIGHT, LLC, as a Guarantor
		
	By:	 	  

		 	Name:
		 	Title:














 
			
	TOP IV TALENTS, LLC , as Administrative Agent and Collateral Agent
		
	By:	 	
                     
                

		 	Name:
		 	Title: