Exhibit 10.1 


 


Execution Version 


 


AMENDMENT NO. 8


 


AMENDMENT NO. 8, dated as of
July 28, 2021 (this “Amendment”), to the Credit Agreement, dated as of October 18, 2013 (as amended, supplemented,
amended and restated or otherwise modified from time to time, including without limitation, by that certain Amendment No. 1, dated as
of October 1, 2014, by that certain Amendment No. 2, dated as of February 14, 2017, by that certain Amendment No. 3, dated as of August
14, 2017, by that certain Amendment No. 4, dated as of February 14, 2018, by that certain Amendment No. 5, dated as of November 20, 2019,
by that certain Amendment No. 6, dated as of May 8, 2020 and by that certain Amendment No. 7 dated as of October 8, 2020, the “Credit
Agreement”), among Scientific Games International, INC., a Delaware corporation
(“Borrower”), Scientific Games Corporation, a Nevada corporation (“Holdings”),
the several banks and other financial institutions or entities from time to time party thereto (collectively, the “Lenders”
and individually, a “Lender”) and Bank of America, N.A., as Administrative
Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Issuing Lender and Swingline Lender. Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement or the Amended Credit Agreement
(as defined below), as applicable.


 


WHEREAS,
Section 10.1(a) of the Credit Agreement permits the Borrower to amend or otherwise modify (x) Section 7.1 (or for the purposes of determining
compliance with Section 7.1, any defined terms used therein) with the written consent of the Required Revolving Lenders and (y)
certain other terms of the Credit Agreement with the written consent of the Required Lenders or each Lender, as applicable;


 


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


 


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


 


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


 


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


 


Section
1.                  Amendments.


 


The Credit Agreement is,
effective as of the Amendment No. 8 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner
as the following example: stricken text) and to add the double-underlined text (indicated
textually in the same manner as the following example: double-underlined text) as set
forth in the pages of the Credit Agreement attached as Exhibit A hereto) (the “Amended Credit Agreement”).


 


Section
2.                  Conditions to
Effectiveness of Amendment.


 


The effectiveness of the terms
of this Amendment shall be subject to satisfaction of the following conditions precedent (the date upon which this Amendment becomes effective,
the “Amendment No. 8 Effective Date”):


 






     


     


    

 


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


 


(b)             
Representations and Warranties. Each of the representations and warranties made in Section 3 of this Amendment shall be
true and correct as of the Amendment No. 8 Effective Date.


 


(c)             
Fees. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment
No. 8 Effective Date, including (i) a fee for the account of each Lender that delivers a counterpart to this Amendment on or prior to
the Amendment No. 8 Effective Date equal to (x) 0.10% of such Lender’s Term Loans and (y) 0.075% of such Lender’s Revolving
Commitment, in each case, outstanding immediately prior to the Amendment No. 8 Effective Date and (ii) to the extent invoiced prior to
the Amendment No. 8 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including the reasonable
fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel to the Administrative Agent) required to be reimbursed or
paid by the Borrower hereunder or under any other Loan Document.


 


(d)            
Closing Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated as of the Amendment
No. 8 Effective Date, certifying as to paragraph (b) of this Section 2.


 


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


 


Section
3.                  Representations
and Warranties.


 


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


 


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


 


(b)            
each of the representations and warranties contained in Section 4 of the Credit Agreement and each other Loan Document is true
and correct in all material respects (and in all respects if qualified by materiality) on and as of the Amendment No. 8 Effective Date,
as if made on and as of such date and except to the extent that such representations and warranties specifically relate to a specific
date, in which case such representations and warranties shall be true and correct in all material respects (and in all respects if qualified
by materiality) as of such specific date (it being understood that any reference to a “Material Adverse Effect” contained
in any such representation and warranty shall not include effects, events, occurrences, facts, conditions or changes arising out of or
resulting from or in connection with the COVID-19 pandemic);


 






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


 


(d)            
the information included in the Beneficial Ownership Certifications provided on or prior to the Amendment No. 8 Effective Date
is true and correct in all respects.


 


Section
4.                  Counterparts.


 


This
Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which
when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.
Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or electronic transmission shall be
effective as delivery of a manually executed counterpart hereof. This Amendment and any document, amendment, approval, consent, information,
notice, certificate, request, statement, disclosure or authorization related to this Amendment (each a “Communication”),
including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures.
Each of Holdings and the Borrower agrees that any Electronic Signature on or associated with any Communication shall be valid and binding
on each of Holdings and the Borrower to the same extent as a manual, original signature, and that any Communication entered into by Electronic
Signature, will constitute the legal, valid and binding obligation of each of Holdings and the Borrower enforceable against such in accordance
with the terms thereof to the same extent as if a manually executed original signature was delivered.   Any Communication may
be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts
are one and the same Communication.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation,
use or acceptance by the Administrative Agent and each of the Revolving Lenders of a manually signed paper Communication which has been
converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format,
for transmission, delivery and/or retention. The Administrative Agent and each of the Revolving Lenders may, at its option, create one
or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be
deemed created in the ordinary course of the such Person’s business, and destroy the original paper document.  All Communications
in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the
same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative
Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative
Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative
Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Revolving Lenders shall be entitled to
rely on any such Electronic Signature purportedly given by or on behalf of any of Holdings and the Borrower without further verification
and (b) upon the request of the Administrative Agent or any Revolving Lender, any Electronic Signature shall be promptly followed by such
manually executed counterpart.  For purposes hereof, “Electronic Record” and “Electronic Signature”
shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.


 


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


 


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


 






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Section 6.                 
Headings.


 


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


 


Section 7.                 
Reaffirmation.


 


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


 


Section 8.                 
Effect of Amendment.


 


Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and
remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and this Amendment shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any
other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue
in full force and effect. This Amendment shall not constitute a novation of the Credit Agreement or any of the Loan Documents. For the
avoidance of doubt, on and after the Amendment No. 8 Effective Date, this Amendment shall for all purposes constitute a Loan Document.


 


[Signature pages follow]


 






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


 


	 	SCIENTIFIC GAMES INTERNATIONAL, INC., as Borrower
	 	 	 
	 	By:	/s/ Michael C. Eklund
	 	 	Name: Michael C. Eklund
	 	 	Title: Executive Vice President, Chief Financial  Officer, Treasurer and Secretary
	 	 	 
	 	 	 
	 	SCIENTIFIC GAMES CORPORATION, as Holdings
	 	 
	 	By:	/s/ Michael C. Eklund
	 	 	Name: Michael C. Eklund
	 	 	Title: Executive Vice President, Chief Financial  Officer, Treasurer and Corporate Secretary



 


[Scientific Games
 – Signature Page to Amendment No. 8] 


 






     


     


    

 


	 	BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent
	 	 
	 	By:	/s/ Ronaldo Naval
	 	 	Name:  Ronaldo Naval
	 	 	Title: Vice President



 


[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    

 


	 	BANK OF AMERICA, N.A., as a Lender
	 	 
	 	By:	/s/ Marie F. Harrison
	 	 	Name:  Marie F. Harrison
	 	 	Title: Director


 


[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    

 


 


	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 
	 	By:	/s/ Jeffrey Miller
	 	 	Name:  Jeffrey Miller
	 	 	Title: Executive Director


 



[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    







 


	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
	 	 
	 	By:	/s/ Philip Tancorra
	 	 	Name:  Philip Tancorra
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	By:	/s/ Yumi Okabe
	 	 	Name:  Yumi Okabe
	 	 	Title: Vice President



 


[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    

 


	 	BNP Paribas, as a Lender
	 	 	 
	 	By:	/s/ James Goodall
	 	 	Name:  James Goodall
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	By:	/s/ Kyle Fitzpatrick
	 	 	Name:  Kyle Fitzpatrick
	 	 	Title: Vice President



 


[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    

 


	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION (f/k/a Fifth Third Bank), as a Lender
	 	 
	 	By:	/s/ Brook Miller
	 	 	Name:  Brook Miller
	 	 	Title: Executive Director



 


[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    

 


	 	BARCLAYS BANK PLC, as a Lender
	 	 	 
	 	By:	/s/ Craig Malloy
	 	 	Name:  Craig Malloy
	 	 	Title: Director



 


[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    

 


	 	ROYAL BANK OF CANADA, as a Lender
	 	 	 
	 	By:	/s/ Mark Gronich
	 	 	Name:  Mark Gronich
	 	 	Title: Authorized Signatory


 


[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    

 


	 	Truist, as a Lender
	 	 
	 	By:	/s/ Amanda Parks
	 	 	Name:  Amanda Parks
	 	 	Title: SVP



 


[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	 	 	 
	 	By:	/s/ William O’Daly
	 	 	Name:  William O’Daly
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	By:	/s/ Andrew Griffin
	 	 	Name:  Andrew Griffin
	 	 	Title: Authorized Signatory


 


[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    

 


	 	CITIZENS BANK, N.A., as a Lender
	 	 
	 	By:	/s/ Marci Rohtstein
	 	 	Name:  Marci Rohtstein
	 	 	Title: Vice President


 


[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    

 


	 	MIHI LLC, as a Lender
	 	 
	 	By:	/s/ Ayesha Farooqi
	 	 	Name:  Ayesha Farooqi
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	By:	/s/ Lisa Grushkin
	 	 	Name:  Lisa Grushkin
	 	 	Title: Authorized Signatory


 


[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    




 


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


 


[Scientific Games – Signature Page to Amendment No. 8]


 






     


     


    

 


[Additional Lender consents
on file with Administrative Agent]


 






     


     


    

 


Exhibit A


 






     


     


    

 


 


EXHIBIT A TO AMENDMENT NO. 78 


 


 


CREDIT AGREEMENT


 


among


 


SCIENTIFIC GAMES INTERNATIONAL, INC.,

as the Borrower,


 


SCIENTIFIC GAMES CORPORATION,


as Holdings,


 


The Several Lenders from Time to Time Parties Hereto,


 


BANK OF AMERICA, N.A.,

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


 


JPMORGAN CHASE BANK, N.A.,


as Issuing Lender,


 


BOFA SECURITIES, INC.,


JPMORGAN CHASE BANK, N.A.,


DEUTSCHE BANK SECURITIES INC.,


BNP PARIBAS SECURITIES CORP.,


FIFTH THIRD BANK,


BARCLAYS BANK PLC,


RBC CAPITAL MARKETS,


SUNTRUST ROBINSON HUMPHREY, INC.,


CREDIT SUISSE LOAN FUNDING LLC,


CITIZENS BANK, N.A.,


MACQUARIE CAPITAL (USA) INC.,


and


GOLDMAN SACHS BANK USA,

as Joint Lead Arrangers and Joint Bookrunners,


 


Dated as of October 18, 2013,

As amended by Amendment No. 1, Amendment No. 2,

Amendment No. 3, Amendment No. 4, Amendment No. 5,

Amendment No. 6, and Amendment No. 7 and
Amendment No. 8







 


 



     


     


    




 


TABLE OF CONTENTS


Page


 


	SECTION 1.	 	DEFINITIONS	1
	 	 	 	 
	1.1	 	Defined Terms	1
	1.2	 	Other Definitional Provisions	6769
	1.3	 	Pro Forma Calculations	6871
	1.4	 	Exchange Rates; Currency Equivalents	6972
	1.5	 	Letter of Credit Amounts	7072
	1.6	 	Covenants	7072
	1.7	 	Interest Rates	72
	 	 	 	 
	SECTION 2.	 	AMOUNT AND TERMS OF COMMITMENTS	7173
	 	 	 	 
	2.1	 	Term Commitments	7173
	2.2	 	Procedure for Initial Term Loan Borrowing	7173
	2.3	 	Repayment of Term Loans	7274
	2.4	 	Revolving Commitments	7274
	2.5	 	Procedure for Revolving Loan Borrowing	7275
	2.6	 	Swingline Loans	7376
	2.7	 	Defaulting Lenders	7578
	2.8	 	Repayment of Loans	7679
	2.9	 	Commitment Fees, etc.	7780
	2.10	 	Termination or Reduction of Commitments	7880
	2.11	 	Optional Prepayments	7881
	2.12	 	Mandatory Prepayments	7981
	2.13	 	Conversion and Continuation Options	8284
	2.14	 	Minimum Amounts and Maximum Number of Eurocurrency Tranches	8385
	2.15	 	Interest Rates and Payment Dates	8385
	2.16	 	Computation of Interest and Fees	8386
	2.17	 	Inability to Determine Interest Rate	8486
	2.18	 	Pro Rata Treatment and Payments	8488
	2.19	 	Requirements of Law	8690
	2.20	 	Taxes	8792
	2.21	 	Indemnity	9094
	2.22	 	Illegality	9094
	2.23	 	Change of Lending Office	9095
	2.24	 	Replacement of Lenders	9195
	2.25	 	Incremental Loans	9295
	2.26	 	Extension of Term Loans and Revolving Commitments	9497
	2.27	 	Successor LIBOR.	97100
	 	 	 	 
	SECTION 3.	 	LETTERS OF CREDIT	98100
	 	 	 	 
	3.1	 	L/C Commitment	98100
	3.2	 	Procedure for Issuance of Letter of Credit	99101
	3.3	 	Fees and Other Charges	99102
	3.4	 	L/C Participations	100102
	3.5	 	Reimbursement Obligation of the Borrower	102105
	3.6	 	Obligations Absolute	102105
	3.7	 	Role of the Issuing Lender	103106
	3.8	 	Letter of Credit Payments	104106
	3.9	 	Applications	104106
	3.10	 	Applicability of ISP and UCP	104107



 



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	 	 	 	Page
	 	 	 	 
	SECTION 4.	 	REPRESENTATIONS AND WARRANTIES	105107
	 	 	 	 
	4.1	 	Financial Condition	105107
	4.2	 	No Change	105107
	4.3	 	Existence; Compliance with Law	105108
	4.4	 	Corporate Power; Authorization; Enforceable Obligations	106108
	4.5	 	No Legal Bar	106108
	4.6	 	No Material Litigation	106109
	4.7	 	No Default	107109
	4.8	 	Ownership of Property; Liens	107109
	4.9	 	Intellectual Property	107109
	4.10	 	Taxes	107109
	4.11	 	Federal Regulations	107109
	4.12	 	ERISA	107110
	4.13	 	Investment Company Act	108110
	4.14	 	Subsidiaries	108110
	4.15	 	Environmental Matters	108110
	4.16	 	Accuracy of Information, etc.	108110
	4.17	 	Security Documents	108111
	4.18	 	Solvency	109112
	4.19	 	Anti-Terrorism	109112
	4.20	 	Use of Proceeds	110112
	4.21	 	Labor Matters	110112
	4.22	 	Senior Indebtedness	110112
	4.23	 	OFAC	110112
	4.24	 	FCPA	110112
	 	 	 	 
	SECTION 5.	 	CONDITIONS PRECEDENT	110113
	 	 	 	 
	5.1	 	Conditions to Initial Extension of Credit on the Closing Date	110113
	5.2	 	Conditions to Each Revolving Loan Extension of Credit After Closing Date	113115
	 	 	 	 
	SECTION 6.	 	AFFIRMATIVE COVENANTS	114116
	 	 	 	 
	6.1	 	Financial Statements	114116
	6.2	 	Certificates; Other Information	115117
	6.3	 	Payment of Taxes	116118
	6.4	 	Conduct of Business and Maintenance of Existence, etc.; Compliance	116119
	6.5	 	Maintenance of Property; Insurance	117119
	6.6	 	Inspection of Property; Books and Records; Discussions	117120
	6.7	 	Notices	118120
	6.8	 	Additional Collateral, etc.	118120
	6.9	 	Use of Proceeds	121123
	6.10	 	Post Closing	121123
	6.11	 	Credit Ratings	121123
	6.12	 	Line of Business	121123
	6.13	 	Changes in Jurisdictions of Organization; Name	121123



 






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	 	 	 	Page
	 	 	 	 
	SECTION 7.	 	NEGATIVE COVENANTS	121124
	 	 	 	 
	7.1	 	Financial Covenant	122124
	7.2	 	Indebtedness	123125
	7.3	 	Liens	127129
	7.4	 	Fundamental Changes	130132
	7.5	 	Dispositions of Property	131134
	7.6	 	Restricted Payments	134136
	7.7	 	Investments	137139
	7.8	 	Prepayments, Etc. of Indebtedness; Amendments	141144
	7.9	 	Transactions with Affiliates	142144
	7.10	 	Sales and Leasebacks	143145
	7.11	 	Changes in Fiscal Periods	143145
	7.12	 	Negative Pledge Clauses	143145
	7.13	 	Clauses Restricting Subsidiary Distributions	144147
	7.14	 	Limitation on Hedge Agreements	145147
	 	 	 	 
	SECTION 8.	 	EVENTS OF DEFAULT	145148
	 	 	 	 
	8.1	 	Events of Default	145148
	8.2	 	Right to Cure	149151
	 	 	 	 
	SECTION 9.	 	THE AGENTS	150152
	 	 	 	 
	9.1	 	Appointment	150152
	9.2	 	Delegation of Duties	150153
	9.3	 	Exculpatory Provisions	150153
	9.4	 	Reliance by the Agents	151153
	9.5	 	Notice of Default	151154
	9.6	 	Non-Reliance on Agents and Other Lenders	151154
	9.7	 	Indemnification	152155
	9.8	 	Agent in Its Individual Capacity	152155
	9.9	 	Successor Agents	152155
	9.10	 	Authorization to Release Liens and Guarantees	153156
	9.11	 	Agents May File Proofs of Claim	153156
	9.12	 	Specified Hedge Agreements and Cash Management Obligations	154157
	9.13	 	Joint Bookrunners and Co-Documentation Agents	154157
	9.14	 	Certain ERISA Matters	154157
	9.15	 	Recovery of Erroneous Payments	159



 






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	 	 	 	Page
	 	 	 	 
	SECTION 10.	 	MISCELLANEOUS	156160
	 	 	 	 
	10.1	 	Amendments and Waivers	156160
	10.2	 	Notices; Electronic Communications	159162
	10.3	 	No Waiver; Cumulative Remedies	162165
	10.4	 	Survival of Representations and Warranties	163166
	10.5	 	Payment of Expenses; Indemnification	163166
	10.6	 	Successors and Assigns; Participations and Assignments	164167
	10.7	 	Adjustments; Set off	169172
	10.8	 	Counterparts	169172
	10.9	 	Severability	170173
	10.10	 	Integration	170173
	10.11	 	GOVERNING LAW	170173
	10.12	 	Submission to Jurisdiction; Waivers	170173
	10.13	 	Acknowledgments	171174
	10.14	 	Confidentiality	172175
	10.15	 	Release of Collateral and Guarantee Obligations; Subordination of Liens	173176
	10.16	 	Accounting Changes	174177
	10.17	 	WAIVERS OF JURY TRIAL	174177
	10.18	 	USA PATRIOT ACT	174177
	10.19	 	Effect of Certain Inaccuracies	175178
	10.20	 	Interest Rate Limitation	175178
	10.21	 	Payments Set Aside	175178
	10.22	 	Electronic Execution of Assignments and Certain Other Documents 175	179
	10.23	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	176179
	10.24	 	Flood Matters	176180


 






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	SCHEDULES:
	 	 
	1.1A	Pro Forma Adjustments
	1.1B	Specified Hedge Agreements
	1.1C	Existing Letters of Credit
	1.1D	Specified Real Properties
	2.1	Commitments
	4.3	Existence; Compliance with Law
	4.4	Consents, Authorizations, Filings and Notices
	4.6	Litigation
	4.8A	Excepted Property
	4.8B	Owned Real Property
	4.14	Subsidiaries
	4.17	UCC Filing Jurisdictions
	6.10	Post Closing Matters
	7.2(d)	Existing Indebtedness
	7.3(f)	Existing Liens
	7.7	Existing Investments
	7.9	Transactions with Affiliates
	7.12	Existing Negative Pledge Clauses
	7.13	Clauses Restricting Subsidiary Distributions
	 	 
	EXHIBITS:
	 	 
	A	Form of Guarantee and Collateral Agreement
	B	Form of Compliance Certificate
	C	Form of Closing Certificate
	D	Form of Assignment and Assumption
	E	Form of Affiliate Lender Assignment and Assumption
	F	Form of Exemption Certificate
	G	Form of Solvency Certificate
	H	Form of Joinder Agreement
	I	Form of Prepayment Option Notice
	J-1	Form of Term Loan Note
	J-2	Form of Dollar Revolving Note
	J-3	Form of Multi-Currency Revolving Note
	K	Form of Intercreditor Agreement
	L-1	Form of Increase Supplement
	L-2	Form of Lender Joinder Agreement



 






    -v-


     


    

 


CREDIT AGREEMENT, dated as of October 18, 2013,
among SCIENTIFIC GAMES INTERNATIONAL, INC., a Delaware corporation (the “Company” or the “Borrower”),
SCIENTIFIC GAMES CORPORATION, a Nevada corporation (“Holdings”), the several banks and other financial institutions
or entities from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent,
Collateral Agent, Issuing Lender and Swingline Lender, JPMORGAN CHASE BANK, N.A., as Issuing Lender, and BOFA SECURITIES, INC., JPMORGAN
CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., BNP PARIBAS SECURITIES CORP., FIFTH THIRD BANK, BARCLAYS BANK PLC, RBC CAPITAL MARKETS1,
SUNTRUST ROBINSON HUMPHREY, INC. CREDIT SUISSE LOAN FUNDING LLC, CITIZENS BANK, N.A., MACQUARIE CAPITAL (USA) INC., and GOLDMAN SACHS
BANK USA, as joint lead arrangers and joint bookrunners.


 


The parties hereto hereby agree as follows:


 


SECTION 1.           
DEFINITIONS


 


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


 


“2018 Notes”: Holdings’
8.125% senior subordinated notes due 2018.


 


“2019 Dollar Revolving Commitment”:
as to any Dollar Revolving Lender, the obligation of such Lender, if any, to make Dollar Revolving Loans and participate in Dollar Letters
of Credit and Swingline Loans in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “2019
Dollar Revolving Commitment” opposite such Lender’s name on Schedule 2 to Amendment No. 5, or, as the case may be, in the
Assignment and Assumption, Joinder Agreement or Lender Joinder Agreement pursuant to which such Lender became a party hereto, as the same
may be changed from time to time pursuant to an Extension Amendment, an Increase Supplement or otherwise pursuant to the terms hereof.
The aggregate amount of the 2019 Dollar Revolving Commitments as of the Amendment No. 5 Effective Date (after giving effect to the Supplemental
Revolving Commitment Increases incurred on or prior to such date) is $199,481,590.46.


 


“2019 Multi-Currency Revolving Commitments”:
as to any Multi-Currency Revolving Lender, the obligation of such Lender, if any, to make Multi-Currency Revolving Loans and participate
in Multi-Currency Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading
 “2019 Multi-Currency Revolving Commitment” opposite such Lender’s name on Schedule 2 to Amendment No. 5, or, as the
case may be, in the Assignment and Assumption, Joinder Agreement or Lender Joinder Agreement pursuant to which such Lender became a party
hereto, as the same may be changed from time to time pursuant to an Extension Amendment, an Increase Supplement or otherwise pursuant
to the terms hereof. The aggregate amount of the 2019 Multi-Currency Revolving Commitments, as of the Amendment No. 5 Effective Date (after
giving effect to the Supplemental Revolving Commitment Increases incurred on or prior to such date), is $450,518,409.54.


 


“2020 Notes”: the Borrower’s
6.250% senior subordinated notes due 2020.


 


“2021 Notes”: the Borrower’s
6.625% senior subordinated notes due 2021.


 





 






1        RBC Capital Markets is a brand name for the capital markets
businesses of Royal Bank of Canada and its affiliates.


 






     


     


    

 


“2022 Notes”: the Borrower’s
10.000% senior unsecured notes due 2022.


 


“2022 Secured Notes”: the Borrower’s
7.000% senior secured notes due 2022.


 


“2025 Secured Notes”: the Borrower’s
5.000% senior secured notes due 2025.


 


“2026 Notes”: the Borrower’s
5.500% senior unsecured notes due 2026.


 


“2026 Secured Notes”: the Borrower’s
3.375% senior secured notes due 2026.


 


“ABR”: for any day, a rate per
annum equal to the highest of (a) the rate of interest in effect for such day as publicly announced from time to time by Bank of America
as its “prime rate,” (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the Eurocurrency
Rate for a one-month interest period beginning on such day (or if such day is not a Business Day, on the immediately preceding Business
Day) plus 1%; provided that, for the avoidance of doubt, the Eurocurrency Rate for any day shall be based on the rate appearing
on the Screen two Business Days prior to such day at approximately 11 A.M., London time, as the Eurocurrency Rate for deposits denominated
with a one-month interest period. The “prime rate” is a rate set by Bank of America based upon various factors including Bank
of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing
some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public announcement of such change.


 


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


 


“Accelerated Revolving Maturity Date”:
the date that is 91 days prior to the stated maturity date of (a) the Term B-5 Loans, if, on such date, any Term B-5 Loans remain outstanding,
(b) the 2020 Notes if, on such date, any 2020 Notes remain outstanding, (c) the 2021 Notes if, on such date, any 2021 Notes remain outstanding
or (d) the 2022 Notes if, on such date, any 2022 Notes remain outstanding; provided that, in each case, if such date is not a Business
Day, the Accelerated Revolving Maturity Date shall be the immediately preceding Business Day; provided further that, solely with
respect to the foregoing clauses (b), (c) and (d), the Accelerated Revolving Maturity Date shall not apply for any purpose under this
Agreement if, on the applicable date, Holdings and its Restricted Subsidiaries have Liquidity (as defined below) of at least the sum of
(x) the outstanding principal amount of the notes referred to above next maturing (and triggering such Accelerated Revolving Maturity
Date) plus (y) $50,000,000.


 


“Accelerated Term Loan Maturity Date”:
the date that is 91 days prior to the stated maturity date of (a) the 2020 Notes if, on such date, any 2020 Notes remain outstanding,
(b) the 2021 Notes if, on such date, any 2021 Notes remain outstanding or (c) the 2022 Notes if, on such date, any 2022 Notes remain outstanding;
provided that the Accelerated Term Loan Maturity Date shall not apply for any purpose under this Agreement if, on the applicable
date, Holdings and its Restricted Subsidiaries have Liquidity (as defined below) of at least the sum of (x) the outstanding principal
amount of the notes referred to above next maturing (and triggering such Accelerated Term Loan Maturity Date) plus (y) $50,000,000. For
purposes hereof, “Liquidity” shall mean, at any time, the sum of (i) all Unrestricted Cash of Holdings and its Restricted
Subsidiaries and (ii) the aggregate Available Revolving Commitments of all Revolving Lenders at such time, provided that, with
respect to this clause (ii), the conditions set forth in Sections 5.2(a) and 5.2(b) shall be satisfied at such time.


 


“Accounting Changes”: as defined
in Section 10.16.


 






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


 


“Additional 2022 Secured Notes”:
the Borrower’s 7.000% senior secured notes due 2022 issued on the Amendment No. 2 Effective Date.


 


“Additional Term B-3 Commitment”:
as to any Additional Term B-3 Lender, the obligation of such Additional Term B-3 Lender to make an Additional Term B-3 Loan to the Borrower
in the principal amount to be set forth opposite such Term B-3 Lender’s name on its signature page to Amendment No. 2. The aggregate
principal amount of the Additional Term B-3 Commitments (i) as of the Amendment No. 2 Effective Date is $543,416,606.97 and (ii) as of
the Amendment No. 4 Effective Date is $0.


 


“Additional Term B-3 Lenders”:
as defined in Amendment No. 2.


 


“Additional Term B-3 Loans”:
the term loans made by the Lenders to the Borrower on the Amendment No. 2 Effective Date pursuant to the Additional Term B-3 Commitment.


 


“Additional Term B-5 Commitment”:
as to any Additional Term B-5 Lender, the obligation of such Additional Term B-5 Lender to make an Additional Term B-5 Loan to the Borrower
in the principal amount to be set forth opposite such Additional Term B-5 Lender’s name on its signature page to Amendment No. 4.
The aggregate principal amount of the Additional Term B-5 Commitments as of the Amendment No. 4 Effective Date is $1,053,925,516.26.


 


“Additional Term B-5 Lender”:
as defined in Amendment No. 4.


 


“Additional Term B-5 Loans”:
the term loans made by the Lenders to the Borrower pursuant to Section 2.1(c) on the Amendment No. 4 Effective Date pursuant to the Additional
Term B-5 Commitment.


 


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


 


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


 


“Affiliate Lender Assignment and Assumption”:
an Affiliate Lender Assignment and Assumption, substantially in the form of Exhibit E.


 


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


 


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


 






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


 


“Agreed Purposes”: as defined
in Section 10.14.


 


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


 


“Amendment No. 1”: Amendment
No. 1 to this Agreement, dated as of October 1, 2014.


 


“Amendment No. 2”: Amendment
No. 2 to this Agreement, dated as of the Amendment No. 2 Effective Date.


 


“Amendment No. 2 Effective Date”:
February 14, 2017.


 


“Amendment No. 2 Transactions”:
the transactions described in Amendment No. 2, including (a) the Borrower obtaining the Initial Term B-3 Loans to refinance the Term B-1
Loans and Term B-2 Loans outstanding on the Amendment No. 2 Effective Date, (b) the Borrower obtaining Additional 2022 Secured Notes in
an aggregate principal amount of $1,150,000,000 on the Amendment No. 2 Effective Date, (c) the repayment of certain Revolving Loans on
the Amendment No. 2 Effective Date, (d) the redemption of the 2018 Notes (for the avoidance of doubt, the redemption of the 2018 Notes
with the proceeds of the Additional 2022 Secured Notes will not occur on the Amendment No. 2 Effective Date), and (e) the payment of all
fees, costs and expenses incurred in connection with the transactions described in the foregoing provisions of this definition (the “Amendment
No. 2 Transaction Costs”).


 


“Amendment No. 2 Transaction Costs”:
as defined in the definition of “Amendment No. 2 Transactions.”


 


“Amendment No. 3”: Amendment
No. 3 to this Agreement, dated as of the Amendment No. 3 Effective Date.


 


“Amendment No. 3 Effective Date”:
August 14, 2017.


 


“Amendment No. 3 Transactions”:
the transactions described in Amendment No. 3, including (a) the Borrower obtaining the Initial Term B-4 Loans to refinance the Term B-3
Loans outstanding on the Amendment No. 3 Effective Date and (b) the payment of all fees, costs and expenses incurred in connection with
the transactions described in the foregoing provision of this definition (the “Amendment No. 3 Transaction Costs”).


 


“Amendment No. 3 Transaction Costs”:
as defined in the definition of “Amendment No. 3 Transactions.”


 


“Amendment No. 4”: Amendment
No. 4 to this Agreement, dated as of the Amendment No. 4 Effective Date.


 


“Amendment No. 4 Effective Date”:
February 14, 2018.


 


“Amendment No. 4 Secured Notes”:
the Borrower’s senior secured notes incurred concurrently with the Amendment No. 4 Effective Date, comprised of (i) 2025 Secured
Notes in an aggregate principal amount of $900,000,000 and (ii) 2026 Secured Notes in an aggregate principal amount of €325,000,000.


 






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“Amendment No. 4 Transactions”:
the transactions described in Amendment No. 4, including (a) the Borrower obtaining the Initial Term B-5 Loans, including additional Initial
Term B-5 Loans in an aggregate principal amount of $900,000,000, to, among others, refinance the Term B-4 Loans and a portion of the 2022
Secured Notes, in each case, outstanding immediately prior to the Amendment No. 4 Effective Date, (b) the Borrower obtaining a Supplemental
Revolving Commitment Increase in an aggregate principal amount of $23,999,999.99, (c) the Borrower obtaining on the Amendment No. 4 Effective
Date (i) additional 2025 Secured Notes in an aggregate principal amount of $900,000,000, (ii) 2026 Secured Notes in an aggregate principal
amount of €325,000,000, and (iv) 2026 Notes in an aggregate principal amount of €250,000,000, (d) the repayment of certain Revolving
Loans on the Amendment No. 4 Effective Date, (e) the redemption of the 2022 Secured Notes (for the avoidance of doubt, the redemption
of the 2022 Secured Notes will not occur on the Amendment No. 4 Effective Date, but will occur on or prior to March 2, 2018) and (f) the
payment of all fees, costs and expenses incurred in connection with the transactions described in the foregoing provision of this definition
(the “Amendment No. 4 Transaction Costs”).


 


“Amendment No. 4 Transaction Costs”:
as defined in the definition of “Amendment No. 4 Transactions.”


 


“Amendment No. 5”: Amendment
No. 5 to this Agreement, dated as of the Amendment No. 5 Effective Date.


 


“Amendment No. 5 Effective Date”:
November 20, 2019.


 


“Amendment No. 6”: Amendment
No. 6 to this Agreement, dated as of the Amendment No. 6 Effective Date.


 


“Amendment No. 6 Effective Date”:
May 8, 2020.


 


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


 


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


 


“Applicable Margin” or “Applicable
Commitment Fee Rate”: for any day, with respect to (i) the Loans under the Revolving Facilities and the commitment fee payable
hereunder, the applicable rate per annum determined pursuant to the Pricing Grid and (ii) the Loans under the Term Loan Facility, in the
case of the Applicable Margin, 1.75% with respect to Initial Term B-5 Loans that are ABR Loans and 2.75% with respect to Initial Term
B-5 Loans that are Eurocurrency Loans; provided that from the Closing Date until the delivery of the financial statements for the
first full fiscal quarter ending after the Closing Date, (a) the Applicable Margin shall be 2.00% with respect to Loans under the Revolving
Facilities that are ABR Loans and 3.00% with respect to Loans under the Revolving Facilities that are Eurocurrency Loans or
SONIA Rate Loans and (b) the Applicable Commitment Fee Rate shall be 0.50%.


 


“Applicable Period”: as defined
in Section 10.19.


 


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


 


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


 






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


 


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


 


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


 


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


 


(a)       the
aggregate cumulative amount, not less than zero, of 100% of Excess Cash Flow minus the Excess Cash Flow Application Amount for each fiscal
year beginning with the fiscal year ending December 31, 2014;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


minus, the sum of:


 


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


 


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


 


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


 


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


 


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


 


“Available Revolving Commitment”:
the collective reference to the Available Dollar Revolving Commitment and the Available Multi-Currency Revolving Commitment.


 


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


 






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


 


“Bally Acquisition and Amendment Effectiveness
Date”: as defined in Amendment No. 1.


 


“Bally Acquisition Date”: the
date of consummation of the Bally Merger.


 


“Bally Commitment Letter”: the
commitment letter, dated as of August 1, 2014, among Holdings, the Borrower and the Lead Arrangers (as amended, restated or otherwise
supplemented from time to time).


 





“Bally Material Adverse Effect”:
any change, effect, development or circumstance which, individually or in the aggregate, has resulted in or would reasonably be expected
to result in a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations
of the Company and its Subsidiaries, taken as a whole; provided, however, that changes, effects, developments or circumstances
to the extent resulting from, directly or indirectly, the following shall be excluded from the determination of Bally Material Adverse
Effect: (i) any change, effect, development or circumstance in any of the industries or markets in which the Company or its Subsidiaries
operate; (ii) any change in any Law or GAAP (or changes in interpretations or enforcement of any Law or GAAP) applicable to the Company
or any of its Subsidiaries or any of their respective properties or assets; (iii) changes in general economic, regulatory or political
conditions or the financial, credit or securities markets in general (including changes in interest or exchange rates, stock, bond and/or
debt prices); (iv) any acts of God, natural disasters, earthquakes, hurricanes, terrorism, armed hostilities, war or any escalation or
worsening thereof; (v) the negotiation, execution, announcement or consummation of the Bally Merger Agreement or the transactions contemplated
thereby (including the impact of any of the foregoing on relationships with customers (including order volumes), suppliers, licensors,
employees (including employee attrition) or regulators (including any Gaming Authority)), and any Proceeding arising therefrom or in connection
therewith (provided that the provisions of this clause (v) shall not apply to the representations and warranties set forth in Section
4.4 of the Bally Merger Agreement); (vi) any action taken as expressly permitted or required by the Bally Merger Agreement (it being understood
and agreed that actions taken by the Company or its Subsidiaries pursuant to its obligations under Section 6.1 of the Bally Merger Agreement
to conduct its business shall not be excluded in determining whether a Bally Material Adverse Effect has occurred) or any action taken
at the written direction of Parent or Merger Sub; (vii) any changes in the market price or trading volume of the Company Common Stock,
any changes in credit ratings or any failure (in and of itself) by the Company or its Subsidiaries to meet internal, analysts’ or
other earnings estimates, budgets, plans, forecasts or financial projections of its revenues, earnings or other financial performance
or results of operations (but not excluding any change, effect, development or circumstance giving rise to any such change or failure
to the extent such change, effect, development or circumstance is not otherwise excluded pursuant to this definition); (viii) changes,
effects, developments or circumstances to the extent arising from or relating to the identity of Parent or Merger Sub or Parent’s
ability to obtain the Gaming Approvals; or (ix) any matter disclosed in the Company Disclosure Letter to the extent reasonably foreseeable
from the face of such disclosure; but only to the extent, in the case of clauses (i), (ii), (iii) or (iv), such change, effect, development
or circumstance does not disproportionately impact the Company and its Subsidiaries, taken as a whole, relative to other companies in
the industries in which the Company or its Subsidiaries operate. Capitalized terms used in this definition (other than “Bally Merger
Agreement” and “Bally Material Adverse Effect”) shall have the meanings set forth in the Bally Merger Agreement.


 


“Bally Merger”: the merger of
Scientific Games Nevada, Inc. with and into Bally Target pursuant to, and as contemplated by, the Bally Merger Agreement.


 


“Bally Merger Agreement”: the
Agreement and Plan of Merger, dated as of August 1, 2014, by and among, Holdings, Scientific Games Nevada, Inc., the Borrower and Bally
Target.


 


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


 


“Bally Target”: Bally Technologies,
Inc., a Nevada corporation.


 


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


 






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“Bally Transactions”: the consummation
of the Bally Merger in accordance with the terms of the Bally Merger Agreement and the other transactions described therein, together
with each of the following transactions consummated or to be consummated in connection therewith:


 


(a)       the
borrowing by the Borrower of the Initial Term B-2 Loans and, if applicable, Revolving Loans to consummate the Bally Transactions;


 


(b)       the
issuance by the New Notes Issuer of senior secured (or, at the option of the New Notes Issuer, unsecured) notes pursuant to a private
placement under Rule 144A or other private placement (the “New Secured Notes” and, together with the New Unsecured
Notes, the “New Notes”) yielding up to $750 million in gross cash proceeds; provided that (x) to the extent
the aggregate principal amount of Term B-2 Loans made to consummate the Bally Transactions is greater than $1,735 million, the total aggregate
amount of New Secured Notes shall be reduced by such difference and (y) to the extent the aggregate principal amount of Term B-2 Loans
made to consummate the Bally Transactions is less than $1,735 million, the total aggregate amount of New Secured Notes shall be increased
by such difference; provided, further, that the maturity of the New Secured Notes shall not be shorter than the maturity
of the Term B-2 Loans, and the amount of any variation in principal amounts referred to in the above proviso shall be agreed to between
the Borrower and the Lead Arrangers;


 


(c)       the
issuance by the New Notes Issuer of senior unsecured notes pursuant to a private placement under Rule 144A or other private placement
yielding up to $2,700 million in gross cash proceeds from the issuance of unsecured notes in one or more tranches so long as such notes
do not have a maturity shorter than the maturity of the Term B-2 Loans (the “New Unsecured Notes”);


 


(d)       the
occurrence of the Bally Refinancing; and


 


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


 


“Base Available Amount”:
$50,000,000 minus, the sum of:


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Borrower”: as defined in the
preamble hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -10-


     


    

 





 


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


 


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


 


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


 


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


 


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


 


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


 






    -11-


     


    

 


 


“Cash Equivalents”:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Cash Management Obligations”:
obligations owed by any Loan Party to a Person who, as of the time of incurrence of such obligations (or, in the case of any such obligations
in existence on the Closing Date or the Bally Acquisition Date, within 30 days after such date), is the Administrative Agent, any other
Agent, any Lender or any Affiliate of the Administrative Agent, any other Agent or a Lender, in respect of any overdraft and related liabilities
arising from treasury, depository and cash management services, credit or debit card, or any automated clearing house transfers of funds.


 


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


 


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


 






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“Charges”: as defined in Section
10.20.


 


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


 


“Closing Date”: October 18,
2013.


 


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


 


“Co-Documentation Agents”: Fifth
Third Bank, HSBC Securities (USA) Inc. and PNC Capital Markets LLC, each in its capacity as co-documentation agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Company”: as defined in the
preamble hereto.


 


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


 


“Confidential Information”:
as defined in Section 10.14.


 


 “Conforming
Changes”: with respect to the use, administration of or any conventions associated with SONIA or any proposed Successor Rate for
a Permitted Foreign Currency, any conforming changes to the definitions of “SONIA Rate,” “Interest Period”, “Eurocurrency
Base Rate”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational
matters (including, for the avoidance of doubt, the definition of “Business Day”, timing of borrowing requests
or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative
Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative
Agent in a manner substantially consistent with market practice for such Permitted Foreign Currency (or, if the Administrative Agent
determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration
of such rate for such Permitted Foreign Currency exists, in such other manner of administration as the Administrative Agent determines
in consultation with the Borrower is reasonably necessary in connection with the administration of this Agreement and any other Loan
Document).


 






    -13-


     


    

 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -14-


     


    

 


 


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


 


(f)       non-cash
stock-based and other equity-based compensation expenses;


 


(g)       transaction
costs, fees, losses and expenses (in each case whether or not any transaction is actually consummated) (including Transaction Costs, Bally
Transaction Costs, Amendment No. 2 Transaction Costs, Amendment No. 3 Transaction Costs, Amendment No. 4 Transaction Costs and including
those with respect to any amendments or waivers of the Loan Documents, and those payable in connection with the sale of Capital Stock,
recapitalization, the incurrence of Indebtedness permitted by Section 7.2, transactions permitted by Section 7.4, Dispositions permitted
by Section 7.5, or any Permitted Acquisition or other Investment permitted by Section 7.7);


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(p)       the
pro forma adjustments described on Schedule 1.1A (as updated pursuant to Amendment No. 1 on the Bally Acquisition and Amendment Effectiveness
Date);


 


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


 


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


 


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


 


(t)       to
the extent treated as an expense in the period paid or incurred, any Specified Concession Obligations paid or incurred in such period;
and


 






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(u)       charges
not to exceed $8,000,000 in respect of liabilities of Northstar Lottery Group, LLC, as disclosed in Holdings’ quarterly report for
the fiscal quarter ending June 30, 2014;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided that for purposes of calculating Consolidated EBITDA
of Holdings and its Restricted Subsidiaries for any period, (A) the Consolidated EBITDA of any Person or Properties constituting a division
or line of business of any business entity, division or line of business, in each case, acquired by Holdings, the Borrower or any of
the Restricted Subsidiaries during such period and assuming any synergies, cost savings and other operating improvements to the extent
determined by the Borrower in good faith to be reasonably anticipated to be realizable within 12 months following such acquisition, or
of any Subsidiary designated as a Restricted Subsidiary during such period, shall be included on a pro  forma basis
for such period (but assuming the consummation of such acquisition or such designation, as the case may be, occurred on the first day
of such period) and (B) the Consolidated EBITDA of any Person or Properties constituting a division or line of business of any business
entity, division or line of business, in each case, Disposed of by Holdings, the Borrower or any of the Restricted Subsidiaries during
such period, or of any Subsidiary designated as an Unrestricted Subsidiary during such period, shall be excluded for such period (assuming
the consummation of such Disposition or such designation, as the case may be, occurred on the first day of such period). With respect
to each joint venture or minority investee of Holdings or any of its Restricted Subsidiaries, for purposes of calculating Consolidated
EBITDA, the amount of EBITDA (calculated in accordance with this definition) attributable to such joint venture or minority investee,
as applicable, that shall be counted for such purposes (without duplication of amounts already included in Consolidated Net Income) shall
equal the product of (x) Holdings’ or such Restricted Subsidiary’s direct and/or indirect percentage ownership of such joint
venture or minority investee and (y) the EBITDA (calculated in accordance with this definition) of such joint venture or minority investee.
Unless otherwise qualified, all references to “Consolidated EBITDA” in this Agreement shall refer to Consolidated EBITDA
of Holdings. Consolidated EBITDA shall be deemed to be $144,911,000 for the fiscal quarter ended December 31, 2012, $140,883,000 for
the fiscal quarter ended March 31, 2013, and $165,203,000 for the fiscal quarter ended June 30, 2013.


 






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


 


“Consolidated Net First Lien Leverage”:
at any date, (a) the aggregate principal amount of all senior first-lien secured Funded Debt of Holdings and its Restricted Subsidiaries
on such date, minus (b) Unrestricted Cash on such date (not to exceed $250,000,000); provided, however, that solely
for purposes of testing actual compliance with the financial covenant contained in Section 7.1(a), clause (b) above shall instead be (i)
Unrestricted Cash on such date (not to exceed $150,000,000) plus (ii) Debt Redemption Cash on such date in excess of amounts included
in clause (b)(i) (if any) (provided that, for the avoidance of doubt, the senior first-lien secured Funded Debt to be repaid, redeemed
or otherwise satisfied and discharged with such Debt Redemption Cash shall be deemed outstanding for purposes of clause (a) above).


 


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


 


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


 


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


 






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“Consolidated Net Total Leverage”:
at any date, (a) the aggregate principal amount of all Funded Debt of Holdings and its Restricted Subsidiaries on such date, minus
(b) Unrestricted Cash on such date (not to exceed $250,000,000), in each case determined on a consolidated basis in accordance with GAAP.


 


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


 


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


 


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


 


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


 


“Converted Term B-4
Loans”: as defined in Amendment No. 4.


 


“Converted Term B-5
Lender”: each Term B-4 Lender that has consented to exchange its Term B-4 Loans into a Term B-5 Loan, and that has been allocated
a Term B-5 Loan by the Administrative Agent.


 


“Covenant Relief
Period”: the period commencing on the Covenant Relief Period Commencement Date and ending on the later of (i) the Initial Covenant
Relief Period Termination Date and (ii) the Extended Covenant Relief Period Termination Date.


 


“Covenant Relief
Period Commencement Date”: the Amendment No. 6 Effective Date.


 


“Covenant Relief
Period Conditions”: the Borrower’s compliance with each of the following requirements:


 


(i)              
During the period from the Covenant Relief Period Commencement Date until the date that the Borrower has delivered a Compliance
Certificate in respect of the fiscal quarter ending March 31, 2022, the Borrower shall not permit Liquidity to be less than $275,000,000.


 






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(ii)              
 The Borrower shall furnish to the Administrative Agent (which will promptly furnish such certificate to the Revolving Lenders),
commencing with the calendar month ending May 31, 2020 and ending with the last full calendar month of the Initial Covenant Relief Period,
a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the computations necessary (as determined in
good faith by the Borrower) to determine whether Holdings and the Restricted Subsidiaries are in compliance with clause (i) above as of
the end of each such calendar month, within fifteen (15) calendar days after the last day of each such calendar month.


 


(iii)              
During the Covenant Restrictions Period, Holdings shall not incur, or permit any Restricted Subsidiary to incur any New Loan Commitments,
any Indebtedness pursuant to clauses (c), (d)(ii), (g), (i), (j), (k), (s)(iii), (t), (u), and (v) of Section 7.2 or any other Indebtedness
in the form of a Permitted Refinancing of any Indebtedness outstanding as of Amendment No. 6 Effective Date, other than:


 


(x)       any
Indebtedness pursuant to Section 7.2(s)(iii) (limited to Guarantee Obligations in respect of joint ventures only) or Section 7.2(t)
in an amount not to exceed the sum of (1) $50,000,000 (less amounts used under clauses (v)(x), (vi)(w) and (vii)(x) below) so long as
Liquidity is at least $275,000,000 after giving pro forma effect to such Indebtedness and (2) so long as Liquidity is at least $400,000,000
after giving pro forma effect to such Indebtedness, an amount equal to $50,000,000; provided that (A) after delivery of the financial
statements required by Section 6.1(b) with respect to the fiscal quarter ending September 30, 2020 and so long as either (a) Liquidity
is at least $400,000,000 after giving pro forma effect to such Indebtedness or (b)(1) the Borrower has delivered a Compliance Certificate
for the fiscal quarter ended March 31, 2022 demonstrating that the Borrower is in compliance with the financial covenant set forth in
Section 7.1(a) and (2) Liquidity is at least $275,000,000 after giving pro forma effect to such Indebtedness, the foregoing maximum amount
shall be increased to $100,000,000 (amounts under this clause (x)(2) are less amounts used under clauses (vi)(z) and (vii)(z) below) and
(B) Indebtedness of Non-Guarantor Subsidiaries incurred pursuant to Section 7.2(t) shall not be permitted under this subclause (2), and


 


(y)       solely
after the financial statements required by Section 6.1(b) with respect to the fiscal quarter ending September 30, 2020 have been delivered,
Indebtedness incurred by a Loan Party that is secured by Liens on the Collateral in an amount not to exceed $155,000,000 at any time outstanding,


 


in the case of subclause (y), so long as
Liquidity is at least $275,000,000 after giving pro forma effect to such incurrence of Indebtedness (it being understood that any such
Indebtedness incurred pursuant to this clause (iii) shall otherwise have been permitted by Section 7.2).


 


(iv)              
During the Covenant Restrictions Period, Holdings shall not incur, assume or suffer any Lien upon any of its Property, or permit
any Restricted Subsidiary to incur, assume or suffer any Lien upon any of its Property pursuant to clauses (g) (as it relates to Indebtedness
incurred pursuant to clauses (c), (g), (i), (j), (k), (s)(iii), (t), (u) and (v) of Section 7.2), (r) and (y) of Section 7.3 or any other
Lien securing any Indebtedness in the form of a Permitted Refinancing of any Indebtedness outstanding as of the Amendment No. 6 Effective
Date, other than any Liens securing Indebtedness permitted under clause (iii) above so long as Liquidity is at least $275,000,000 after
giving pro forma effect to such incurrence of Liens (it being understood that any such Liens incurred or created pursuant to this clause
(iv) shall otherwise have been permitted by Section 7.3).


 






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(v)              
 During the Covenant Restrictions Period, Holdings shall not make any Restricted Payment or permit any Restricted Subsidiary to
make any Restricted Payment pursuant to clauses (b), (e), (g), (i), (m), (n), (o) and (p) of Section 7.6, other than:


 


(x) Restricted Payments (except for Restricted
Payments that (1) are made on the Capital Stock of such Person or (2) constitute repurchases of Capital Stock other than a Restricted
Payment of the type set forth in Section 7.6(e)) in an amount not to exceed $50,000,000 (less amounts used under clause (iii)(x)(1) above
and clauses (vi)(w) and (vii)(x) below) so long as Liquidity is at least $275,000,000 after giving pro forma effect to such Restricted
Payment, and


 


(y) payments in respect of expenses for
support services or indemnification payments pursuant Section 7.6(i) (it being understood that any such Restricted Payments made pursuant
to this clause (v) shall otherwise have been permitted by Section 7.6).


 


(vi)              
During the Covenant Restrictions Period, Holdings shall not make any Investment or permit any Restricted Subsidiary to make any
Investment pursuant to clauses (d), (f), (h), (v), (y) and (z) of Section 7.7, other than:


 


(v)
(1) an amount equal to the amount of Term Loans prepaid pursuant to Section 2.12(b) as a result of the Disposition of the Sports Betting
Business and (2) any other Investment (other than, for the avoidance of doubt, any Investment in an Unrestricted Subsidiary) made as part
of the Disposition of the Sports Betting Business or the transactions undertaken in connection therewith,


 


(w) Investments in
an amount not to exceed $50,000,000 (less amounts used under clauses (iii)(x)(1) and (v)(x) above and clause (vii)(x) below) so long as
Liquidity is at least $275,000,000 after giving pro forma effect to such Investment,


 


(x) after delivery
of the financial statements required by Section 6.1(b) with respect to the fiscal quarter ending September 30, 2020 and so long as either
(a) Liquidity is at least $400,000,000 after giving pro forma effect to such Investment or (b)(1) the Borrower has delivered a Compliance
Certificate for the fiscal quarter ended March 31, 2022 demonstrating that Borrower is in compliance with the financial covenant set forth
in Section 7.1(a) and (2) Liquidity is at least $275,000,000 after giving pro forma effect to such Investment, Investments in an amount
not to exceed $150,000,000 (up to $50,000,000 of which may be used for Investments in Unrestricted Subsidiaries, joint ventures and Non-Guarantor
Subsidiaries) (amounts under this clause (x) are less amounts under clause (vii)(y) below),


 


(y) Investments in
joint ventures listed on Schedule I to Amendment No. 6 in an amount not to exceed (1) $25,000,000 so long as Liquidity is at least $275,000,000
after giving pro forma effect to such Investment or (2) so long as either (a) Liquidity is at least $400,000,000 after giving pro forma
effect to such Investment or (b)(1) the Borrower has delivered a Compliance Certificate for the fiscal quarter ended March 31, 2022 demonstrating
that the Borrower is in compliance with the financial covenant set forth in Section 7.1(a) and (2) Liquidity is at least $275,000,000
after giving pro forma effect to such Investment, $50,000,000, and


 


(z) so long as
Liquidity is at least $400,000,000 after giving pro forma effect to such Investment, Investments in an amount equal to $50,000,000
(none of which may be used for Investments in Unrestricted Subsidiaries); provided that after delivery of the financial
statements required by Section 6.1(b) with respect to the fiscal quarter ending September 30, 2020 and so long as either (a)
Liquidity is at least $400,000,000 after giving pro forma effect to such Investment or (b)(1) the Borrower has delivered a
Compliance Certificate for the fiscal quarter ended March 31, 2022 demonstrating that the Borrower is in compliance with the
financial covenant set forth in Section 7.1(a) and (2) Liquidity is at least $275,000,000 after giving pro forma effect to such
Investment, the foregoing maximum amount shall be increased to $100,000,000 ($50,000,000 of which may be used for Investments in
Unrestricted Subsidiaries, joint ventures and Non-Guarantor Subsidiaries) (amounts under this clause (z) are less amounts used under
clause (iii)(x)(2) above and clause (vii)(z) below) (it being understood that any Investments made pursuant to this clause (vi)
shall otherwise have been permitted by Section 7.7).


 






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(vii)              
During the Covenant Restrictions Period, Holdings shall not, and shall not permit any Restricted Subsidiary to, prepay, redeem,
purchase, defease or otherwise satisfy prior to the day that is 90 days before the scheduled maturity thereof in any manner any Junior
Financing pursuant to clauses (i), (ii), (iii), (iv) and (v) of Section 7.8, other than:


 


(x) prepayments in
an amount not to exceed $50,000,000 (less amounts used under clauses (iii)(1), (v)(x) and (vi)(w) above) so long as Liquidity is at least
$275,000,000 after giving pro forma effect to such prepayment,


 


(y) after delivery
of the financial statements required by Section 6.1(b) with respect to the fiscal quarter ending September 30, 2020 and so long as either
(a) Liquidity is at least $400,000,000 after giving pro forma effect to such prepayment or (b)(1) the Borrower has delivered a Compliance
Certificate for the fiscal quarter ended March 31, 2022 demonstrating that the Borrower is in compliance with the financial covenant set
forth in Section 7.1(a) and (2) Liquidity is at least $275,000,000 after giving pro forma effect to such prepayment, prepayments in an
amount not to exceed $150,000,000 (less amounts under clause (vi)(x) above), and


 


(z) so long as Liquidity
is at least $400,000,000 after giving pro forma effect to such prepayment, prepayments in an amount equal to $50,000,000; provided
that after delivery of the financial statements required by Section 6.1(b) with respect to the fiscal quarter ending September 30, 2020
and so long as either (a) Liquidity is at least $400,000,000 after giving pro forma effect to such prepayment or (b)(1) the Borrower has
delivered a Compliance Certificate for the fiscal quarter ended March 31, 2022 demonstrating that the Borrower is in compliance with the
financial covenant set forth in Section 7.1(a) and (2) Liquidity is at least $275,000,000 after giving pro forma effect to such prepayment,
the foregoing maximum amount shall be increased to $100,000,000 (amounts under this clause (z) are less amounts used under clauses (iii)(x)(2)
and (vi)(z) above) (it being understood that any prepayments made pursuant to this clause (vii) shall otherwise have been permitted by
Section 7.8).


 


“Covenant
Relief Period Termination Notice”: a certificate of a Responsible Officer of the Borrower that is delivered to the
Administrative Agent (x) stating that the Borrower irrevocably elects to terminate the Covenant Relief Period effective as of the
date on which the Administrative Agent receives such Covenant Relief Period Termination Notice and that commencing with the first
fiscal quarter ending after the Qualifying Quarter, the financial covenant in Section 7.1(a) shall be governed by clause (a)(i)
thereof (instead of clause (a)(ii) thereof) and (y) certifying that the Borrower would have been in compliance with the financial
covenant in Section 7.1(a)(i) as of the most recent Test Period if such financial covenant had been applicable, and setting forth in
reasonable detail the computations necessary to determine such compliance.





 



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“Covenant Restrictions
Period”: the period commencing on the Covenant Relief Period Commencement Date and ending on the date after which both (i) the
Initial Covenant Relief Period Termination Date has occurred and (ii) the Borrower has delivered a Compliance Certificate demonstrating
compliance with a Consolidated Net First Lien Leverage Ratio of no more than 5.00 to 1.00 as of the most recently ended Test Period.


 


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


 


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


 


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


 


“Debt Fund Affiliate”:
any Affiliate of the Sponsor (other than Holdings and its Subsidiaries) that is primarily engaged in, or advises funds or other investment
vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of
credit or securities in the ordinary course and with respect to which the Sponsor does not, directly or indirectly, possess the power
to direct or cause the direction of the investment policies of such Affiliate.


 


“Debt Redemption
Cash”: any Unrestricted Cash that is to be applied to repay, redeem or otherwise satisfy and discharge senior first-lien secured
Funded Debt of Holdings or its Restricted Subsidiaries, pending solely the expiration of certain notice periods or similar occurrences.


 


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


 


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


 


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


 


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


 


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


 






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“Derivatives Counterparty”:
as defined in Section 7.6.


 


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


 


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


 


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


 


“Disinterested Director”: as
defined in Section 7.9.


 


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


 


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


 






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“Disqualified Institution”:
(i) those institutions identified by the Borrower in writing to the Administrative Agent on or prior to August 5, 2014, (ii) any other
Person who (A) is not registered or licensed with, or approved, qualified or found suitable by, a Gaming Authority, or (B) has been disapproved,
disqualified, denied a license, qualification or approval or found unsuitable by a Gaming Authority, or who has failed to timely submit
a required application and other required documentation pursuant to applicable Gaming Laws or (C) has withdrawn such application or other
documentation (except where requested or permitted, without prejudice, by the applicable Gaming Authority) (in the case of each of clauses
(A) and (B), to the extent required under applicable Gaming Laws or requested by a Gaming Authority) and (iii) business competitors of
Holdings and its Subsidiaries identified by Borrower in writing to the Administrative Agent from time to time, and, in the case of clauses
(i) and (iii) any known Affiliates readily identifiable by name. A list of the Disqualified Institutions will be posted by the Administrative
Agent on the Platform and available for inspection by all Lenders.


 





“Do not have Unreasonably Small Capital”:
Holdings and its Subsidiaries taken as a whole after consummation of the Transactions, the Bally Transactions, the Amendment No. 2 Transactions,
the Amendment No. 3 Transactions or the Amendment No. 4 Transactions, as applicable, is a going concern and has sufficient capital to
reasonably ensure that it will continue to be a going concern for the period from the date hereof through the Latest Maturity Date.


 


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


 


“Dollar Issuing Lenders”: (a)
Bank of America, N.A. (including with respect to Existing Letters of Credit under clause (b) of the definition of “Existing Letters
of Credit” that are Dollar Letters of Credit), (b) with respect to Existing Letters of Credit under clause (a) of the definition
of “Existing Letters of Credit” that are Dollar Letters of Credit, JPMorgan Chase Bank, N.A. and (c) any other Dollar Revolving
Lender from time to time designated by the Borrower, in its sole discretion, as a Dollar Issuing Lender with the consent of such other
Dollar Revolving Lender.


 


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


 


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


 


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


 


“Dollar Letter of Credit”: a
Letter of Credit denominated in Dollars and issued by any Dollar Issuing Lender under the Dollar Revolving Commitments.


 




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“Dollar Revolving Commitments”:
(i) prior to the Amendment No. 5 Effective Date, the Original Dollar Revolving Commitments, and (ii) on or after the Amendment No. 5 Effective
Date, the 2019 Dollar Revolving Commitments.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Domestic Subsidiary”: any direct
or indirect Restricted Subsidiary that (i) is organized under the laws of any jurisdiction within the United States and (ii) is not a
direct or indirect Subsidiary of a Foreign Subsidiary.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


“Escrow Entity”: any direct
or indirect Subsidiary of Holdings (including an Unrestricted Subsidiary) formed solely for the purposes of issuing the New Debt.


 


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


 


“Eurocurrency Base Rate”:


 


(a)       for
any Interest Period with respect to a Eurocurrency Loan denominated in Dollars, Euros or Pounds Sterling,
the rate per annum equal to (i) the London Interbank Offered Rate (“LIBOR”) or a comparable or
successor rate, which is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or other commercially
available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00
a.m., London time, two London Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for
delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available
at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant
currency for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Loan being
made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch
(or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their
request at approximately 11:00 a.m. (London time) two London Business Days prior to the commencement of such Interest Period; provided
that, if LIBOR shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; and


 


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


 






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(bc)for
any Interest Period with respect to a Eurocurrency Loan denominated in Canadian Dollars, the rate per annum equal to the Canadian DealerDollar
Offered Rate, or a comparable or successor rate which rate is approved by the Administrative Agent (“CDOR”),
as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be
designated by the Administrative Agent from time to time) at or about 10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date
with a term equivalent to such Interest Period;


 


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


 


(de)for
any interest calculation with respect to an ABR Loan on any date, the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m.,
London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for
a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum
determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day
funds in the approximate amount of the ABR Loan being made or maintained and with a term equal to one month would be offered by Bank of
America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.


 


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


 


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


 


	Eurocurrency Base Rate
	1.00 - Eurocurrency Reserve Requirements


 


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


 


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


 




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


 


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


 


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


 


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


 


(iii)       the
aggregate amount of all regularly scheduled principal payments and all prepayments of Indebtedness (including the Term Loans) of
Holdings and its Restricted Subsidiaries made during such Excess Cash Flow Period and, at the option of the Borrower, all
prepayments of Indebtedness made (or committed to be made by irrevocable written notice) after such Excess Cash Flow Period but
prior to the time of determination of Excess Cash Flow for the applicable Excess Cash Flow Period, and excluding any amounts paid
during such Excess Cash Flow Period which the Borrower elected to apply to the calculation in a prior Excess Cash Flow Period (other
than, in each case, (x) in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in
commitments thereunder; provided that Excess Cash Flow may be reduced pursuant to this clause (iii) by the amount of any
voluntary prepayments during such Excess Cash Flow Period of Revolving Loans borrowed on the Bally Acquisition Date (such reduction
not to exceed $200,000,000), (y) to the extent any such prepayments are the result of the incurrence of additional indebtedness and
(z) optional prepayments of the Term Loans and optional prepayments of Revolving Loans to the extent accompanied by permanent
optional reductions of the Revolving Commitments);


 






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


 


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


 


(vi)       Transaction Costs and other fees and expenses
incurred in connection with the integration of the Target (and/or its Subsidiaries) and Holdings (and/or its Subsidiaries) as a result
of the Transactions, Bally Transaction Costs, Amendment No. 2 Transaction Costs, Amendment No. 3 Transaction Costs, Amendment No. 4 Transaction
Costs and other fees and expenses incurred in connection with the integration of the Bally Target (and/or its Subsidiaries) and Holdings
(and/or its Subsidiaries) as a result of the Bally Transactions, and fees and expenses incurred in connection with any Permitted Acquisition
or Investment permitted by Section 7.7, any Equity Issuance, any incurrence of Indebtedness permitted by Section 7.2, any Restricted Payment
permitted by Section 7.6 and any Disposition permitted by Section 7.5 (in each case, whether or not consummated), in each case to the
extent not already deducted from Consolidated Net Income;


 


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


 


(viii)     (A) the net amount of Permitted Acquisitions
and Investments made in cash during such period pursuant to paragraphs (a)(ii), (a)(iii), (d), (f), (h), (k), (l), (v) and,
(x) and (ee) of Section 7.7 (to the extent, in the case of
clause (x), such Investment relates to Restricted Payments permitted under Section 7.6(c), (e), (f)(iii), (h), (i), (m) or (o)) or, at
the option of the Borrower, committed during such period to be used to make Permitted Acquisitions and Investments pursuant to such paragraphs
of Section 7.7 which have been actually made or for which a binding agreement exists as of the time of determination of Excess Cash Flow
for such period (but excluding Investments among Holdings and its Restricted Subsidiaries) and (B) permitted Restricted Payments made
in cash or subject to a binding agreement, in each case by Holdings during such period and permitted Restricted Payments made by any Restricted
Subsidiary to any Person other than Holdings or any of the Restricted Subsidiaries during such period, in each case, to the extent permitted
by Section 7.6(c), (e), (f)(iii), (h), (i), (m), or (o), in each case to the extent not already deducted from Consolidated Net Income;
provided that the amount of Restricted Payments made pursuant to Section 7.6(e) and deducted pursuant to this clause (viii) shall
not exceed $10,000,000 in any Excess Cash Flow Period;


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Notwithstanding anything to the contrary herein,
the proceeds from the issuance of the Additional 2022 Secured Notes shall not be included in the calculation of Excess Cash Flow for the
purpose of determining the amount to be prepaid in accordance with Section 2.12(c).


 


“Excess Cash Flow Application Amount”:
with respect to any Excess Cash Flow Period, the product of the Excess Cash Flow Percentage applicable to such Excess Cash Flow Period
times the Excess Cash Flow for such Excess Cash Flow Period.


 


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


 


“Excess Cash Flow Percentage”:
with respect to an Excess Cash Flow Period, 75%; provided that if the Consolidated Net First Lien Leverage Ratio at the end of
any Excess Cash Flow Period is (i) less than or equal to 4.50 to 1.00 but greater than 3.00 to 1.00, the Excess Cash Flow Percentage shall
be 50%, (ii) less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, the Excess Cash Flow Percentage shall be 25% or (iii) less
than or equal to 2.50 to 1.00, the Excess Cash Flow Percentage shall be 0%.


 


“Excess Cash Flow Period”: each
fiscal year of Holdings beginning with the fiscal year ending December 31, 2014.


 


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


 


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


 


“Excluded Real Property”: (a)
any Real Property that is subject to a Lien expressly permitted by Section 7.3(g) or 7.3(y), (b) any Real Property with respect to which,
in the reasonable judgment of the Borrower and the Administrative Agent, the cost of providing a mortgage on such Real Property in favor
of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom
and (c) any Real Property to the extent providing a mortgage on such Real Property would (i) result in adverse tax consequences to Holdings,
the Borrower or any of Holdings’ Subsidiaries as reasonably determined by the Borrower (provided that any such designation
of Real Property as Excluded Real Property shall be subject to the prior written consent of the Administrative Agent (such consent not
to be unreasonably withheld or delayed)), (ii) violate any applicable Requirement of Law, (iii) be prohibited by any applicable Contractual
Obligations (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) or (iv) give any
other party (other than a Loan Party or a wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such
Real Property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective
under the Uniform Commercial Code or other applicable law).


 


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


 






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


 


“Excluded Taxes”: any of the
following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to any Recipient, (i)
net income Taxes (however denominated), net profits Taxes, franchise Taxes, and branch profits Taxes (and net worth Taxes and capital
Taxes imposed in lieu of net income Taxes), in each case, (A) imposed as a result of such Recipient being organized under the laws of,
or having its principal office or, if such Recipient is a Lender, its applicable lending office located in, the jurisdiction imposing
such Tax (or any political subdivision thereof) or (B) as a result of a present or former connection between such Recipient and the jurisdiction
of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein, (ii) any withholding
Taxes (including backup withholding) imposed on amounts payable to or for the account of such Recipient with respect to an applicable
interest in a Loan or Commitment or this Agreement pursuant to a law in effect on the date on which (A) such Recipient becomes a party
to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.24) or (B) if such Recipient is a Lender,
such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such
Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or, if such Recipient
is a Lender, to such Lender immediately before it changed its lending office, (iii) Taxes attributable to such Recipient’s failure
to comply with paragraphs (d), (e) or (g), as applicable, of Section 2.20 and (iv) any Taxes imposed under FATCA.


 




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“Existing Bally Credit Agreement”:
the Second Amended and Restated Credit Agreement, dated as of April 19, 2013 (as amended, supplemented, restated or otherwise modified
from time to time), by and among Bally Target, the lenders from time to time party thereto and Bank of America, N.A., as administrative
agent.


 


“Existing Borrower Credit Agreement”:
the Second Amended and Restated Credit Agreement, dated as of August 25, 2011, among Holdings, the Borrower, the lenders and other financial
institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.


 


“Existing Credit Agreements”:
the Existing Borrower Credit Agreement and the Existing Target Credit Agreement.


 


“Existing Letters of Credit”:
(a) Letters of Credit issued prior to, and outstanding on, the Closing Date pursuant to an Existing Credit Agreement and disclosed on
Schedule 1.1C, and (b) Letters of Credit issued prior to, and outstanding on, the Bally Acquisition Date pursuant to the Existing Bally
Credit Agreement and disclosed in writing to the Administrative Agent on or prior to the Bally Acquisition Date, including on Schedule
1.1C (as supplemented pursuant to Amendment No. 1 on the Bally Acquisition and Amendment Effectiveness Date).


 


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


 


“Existing Notes Financing”:
collectively, the 2018 Notes, the 2020 Notes and the 2021 Notes, together with any Permitted Refinancing thereof.


 


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


 


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


 


“Existing Target Credit Agreement”:
the Second Amended and Restated Credit Agreement, dated as of October 18, 2011, among the Target, the lenders and other financial institutions
party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.


 


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


 


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


 


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


 


“Extended Covenant Relief Period”:
the period commencing on the date on which the Administrative Agent receives from the Borrower the Compliance Certificate in respect of
the fiscal quarter ending March 31, 2022 and ending on the earlier of (i) the date that the Administrative Agent receives a Covenant Relief
Period Termination Notice from Borrower and (ii) the date upon which the Borrower fails to satisfy the Covenant Relief Period Conditions.
The date on which the Extended Covenant Relief Period ends is referred to as the “Extended Covenant Relief Period Termination
Date”.


 






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“Extended Covenant Relief Period Ratio
Levels”:


 


	Fiscal Quarter Ended	Consolidated Net 

First Lien Leverage 

Ratio
	The first fiscal quarter of Holdings of 2022 though the second fiscal quarter of Holdings of 2022	6.00:1.00
	The third fiscal quarter of Holdings of 2022 though the last fiscal quarter of Holdings of 2022	5.75:1.00
	The first fiscal quarter of Holdings of 2023 through the second fiscal quarter of Holdings of 2023	5.25:1.00
	The third fiscal quarter of Holdings of 2023 though the last fiscal quarter of Holdings of 2023	4.75:1.00
	The first fiscal quarter of Holdings of 2024 and thereafter	4.50:1.00


 


“Extended Covenant Relief Period Termination
Date”: as defined in the definition of “Extended Covenant Relief Period”.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Facility”: each of (a)
the Initial Term B-1 Loans (the “Term B-1 Facility”), (b) the Initial Term B-2 Loans (the “Term B-2
Facility”), (c) the Initial Term B-3 Loans (the “Term B-3 Facility”), (d) the Initial Term B-4 Loans
(the “Term B-4 Facility”), (e) the Initial Term B-5 Loans (the “Term B-5 Facility”), (f) any
New Loan Commitments and the New Loans made thereunder (a “New Facility”), (g) the Dollar Revolving Commitments
and the extensions of credit (including Swingline Loans and Dollar Letters of Credit) made thereunder (the “Dollar
Revolving Facility”), (h) the Multi-Currency Revolving Commitments and the extensions of credit (including Multi-Currency
Letters of Credit) made thereunder (the “Multi-Currency Revolving Facility”), (i) any Extended Loans (of the same
Extension Series) (an “Extended Term Facility”), (j) any Extended Revolving Commitments (of the same Extension
Series) (an “Extended Revolving Facility”), (k) any Refinancing Term Loans of the same Tranche (a
 “Refinancing Term Facility”) and (l) any Refinancing Revolving Commitments of the same Tranche (a
 “Refinancing Revolving Facility”).


 


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


 


“Fair Value”: the amount at
which the assets (both tangible and intangible), in their entirety, of Holdings and its Subsidiaries taken as a whole and after giving
effect to the consummation of the Transactions, the Bally Transactions, the Amendment No. 2 Transactions, the Amendment No. 3 Transactions
or the Amendment No. 4 Transactions, as applicable, would change hands between a willing buyer and a willing seller, within a commercially
reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.


 


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


 


“Federal Funds Effective Rate”:
for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is
not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative
Agent from three federal funds brokers of recognized standing selected by it.


 


“Fee Payment Date”: commencing
on March 31, 2014, (a) the last Business Day of each March, June, September and December and (b) the last day of the Revolving Commitment
Period.


 


“Fixed Charge Coverage Ratio”:
as of any date of determination, the ratio of (a) Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently
ended Test Period to (b) Fixed Charges of Holdings and its Restricted Subsidiaries for such Test Period. In the event that Holdings or
any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness
or issues or redeems Disqualified Capital Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio
is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is being
calculated, then the Fixed Charge Coverage Ratio will be calculated on a pro forma basis as if such incurrence, assumption, guarantee,
repayment, repurchase, redemption, defeasance or other discharge of Indebtedness or issuance or redemption of Disqualified Capital Stock,
and the use of the proceeds therefrom, had occurred at the beginning of the Test Period.


 






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“Fixed Charges”: for any
Test Period, the sum of (a) Consolidated Net Interest Expense and (b) the product of (x) all dividend payments on any series of
Disqualified Capital Stock of Holdings paid, accrued or scheduled to be paid or accrued during the applicable Test Period, times (y)
a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal,
state and local tax rate of Holdings expressed as a decimal.


 


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


 


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


 


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


 


“Foreign Subsidiary Holding Company”:
any Restricted Subsidiary of Holdings which is a Domestic Subsidiary substantially all of the assets of which consist of the Capital Stock
or Indebtedness of one or more Foreign Subsidiaries (or Restricted Subsidiaries thereof) and other assets relating to an ownership interest
in such Capital Stock or Indebtedness, or Restricted Subsidiaries.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“IFRS”: International Financial
Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto
(or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants,
or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.


 


“Immaterial Subsidiary”: on
any date, any Restricted Subsidiary of Holdings designated as such by the Borrower, but only to the extent that such Restricted Subsidiary
has less than 3.5% of Consolidated Total Assets and 3.5% of annual consolidated revenues of Holdings and its Restricted Subsidiaries on
a pro forma basis based on the most recent financial statements delivered pursuant to Section 6.1 prior to such date; provided
that at no time shall all Immaterial Subsidiaries have in the aggregate Consolidated Total Assets or annual consolidated revenues (as
reflected on the most recent financial statements delivered pursuant to Section 6.1 prior to such time) in excess of 7.0% of Consolidated
Total Assets or annual consolidated revenues, respectively, of Holdings and its Restricted Subsidiaries.


 


“Increase Supplement”: as defined
in Section 2.25(e).


 


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


 


“Incremental Revolving Amount”:
an amount equal to the difference of (a) $650,000,000 less (b) the aggregate Revolving Commitments.


 


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


 






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


 


“Indemnified Liabilities”: as
defined in Section 10.5.


 


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


 


“Indemnitee”: as defined in
Section 10.5.


 


“Initial Covenant Relief Period”:
the period commencing on the Covenant Relief Period Commencement Date and ending on the earliest of (i) the date on which the Administrative
Agent receives from the Borrower the Compliance Certificate in respect of the fiscal quarter ending March 31, 2022, (ii) the date that
the Administrative Agent receives a Covenant Relief Period Termination Notice from Borrower and (iii) the date upon which the Borrower
fails to satisfy the Covenant Relief Period Conditions. The date on which the Covenant Relief Period ends is referred to as the “Initial
Covenant Relief Period Termination Date”.


 


“Initial Covenant Relief Period Termination
Date”: as defined in the definition of “Initial Covenant Relief Period”.


 


“Initial Term B-1 Loans”: as
defined in Section 2.1(a).


 


“Initial Term B-2 Loans”: as
defined in Section 2.1(b).


 


“Initial Term B-3 Loans”: the
Additional Term B-3 Loans and the term loans deemed made by the Lenders to the Borrower on the Amendment No. 2 Effective Date pursuant
to Amendment No. 2.


 




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“Initial Term B-4 Loans”: the
term loans made by the Lenders to the Borrower pursuant to Section 2.1(c) (as in effect on the Amendment No. 3 Effective Date) on the
Amendment No. 3 Effective Date pursuant to Amendment No. 3.


 


“Initial Term B-5 Loans”: the
Additional Term B-5 Loans and the term loans deemed made by the Lenders to the Borrower on the Amendment No. 4 Effective Date pursuant
to Amendment No. 4.


 


“Initial Term Loans”: the Initial
Term B-1 Loans, the Initial Term B-2 Loans, the Initial Term B-3 Loans, the Initial Term B-4 Loans and the Initial Term B-5 Loans.


 


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


 


“Insolvent”: pertaining to a
condition of Insolvency.


 


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


 


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


 


“Interest Payment Date”: (a)
commencing on December 31, 2013, as to any ABR Loan, the last Business Day of each March, June, September and December to occur while
such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurocurrency Loan having an Interest Period of three
months or less, the last day of such Interest Period, (c) as to any Eurocurrency Loan having an Interest Period longer than three months,
each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest
Period and (d) as to any Loan (other than any Revolving Loan that is an ABR Loan), the date of any repayment or prepayment made in respect
thereof and (e) as to any SONIA Rate Loan, the last Business Day of each
calendar month to occur while such Loan is outstanding and the final maturity date of such Loan.


 


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


 


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


 






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


 


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


 


     (iv)     the Borrower may elect an Interest Period of
one week at any time between the Closing Date and January 31, 2014.


 


“Investments”: as defined in
Section 7.7.


 


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


 


“Issuing Lenders”: the
collective reference to the Dollar Issuing Lenders and the Multi-Currency Issuing Lenders.


 


“Joinder Agreement”: an agreement
substantially in the form of Exhibit H.


 


“Joint Bookrunners”: (a) in
connection with Amendment No. 4, Bank of America, N.A., JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., Fifth Third Bank, Credit
Suisse Securities (USA) LLC, Citizens Bank, N.A., PNC Capital Markets LLC, Macquarie Capital (USA) Inc. and Goldman Sachs Bank USA, in
their capacity as joint bookrunners, and (b) otherwise, BofA Securities, Inc., JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc.,
BNP Paribas Securities Corp., Fifth Third Bank, Barclays Bank PLC, RBC Capital Markets, SunTrust Robinson Humphrey, Inc., Credit Suisse
Loan Funding LLC, Citizens Bank, N.A., Macquarie Capital (USA) Inc., and Goldman Sachs Bank USA, in their capacity as joint bookrunners.


 


“Junior Financing”: as defined
in Section 7.8.


 


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


 


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


 


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


 


“L/C Commitment”: (a) as of
the Closing Date, $200,000,000, (b) as of the Bally Acquisition Date, $350,000,000, and (c) as of the Amendment No. 4 Effective Date,
$350,000,000.


 


“L/C Disbursements”: the collective
reference to the Dollar L/C Disbursements and the Multi-Currency L/C Disbursements.


 






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“L/C Obligations”: the collective
reference to the Dollar L/C Obligations and the Multi-Currency L/C Obligations.


 


“L/C Participants”: the collective
reference to all the Dollar L/C Participants and Multi-Currency L/C Participants.


 


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


 


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


 


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


 


“Lead Arrangers”: (a) in connection
with Amendment No. 4, Bank of America, N.A., JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., Credit Suisse Securities (USA)
LLC, Citizens Bank, N.A., Fifth Third Bank, PNC Capital Markets LLC, Macquarie Capital (USA) Inc. and Goldman Sachs Bank USA, in their
capacity as joint lead arrangers, (b) otherwise, BofA Securities, Inc., JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., BNP
Paribas Securities Corp., Fifth Third Bank, Barclays Bank PLC, RBC Capital Markets, SunTrust Robinson Humphrey, Inc., Credit Suisse Loan
Funding LLC, Citizens Bank, N.A., Macquarie Capital (USA) Inc., and Goldman Sachs Bank USA, in their capacity as joint lead arrangers.


 


“Lender Joinder Agreement”:
as defined in Section 2.25(e).


 


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


 


“Letters of Credit”: any letter
of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing
Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. Letters of Credit may be issued
in Dollars or in a Permitted Foreign Currency.


 


“Liabilities”: the recorded
liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of Holdings and its Subsidiaries taken as
a whole, as of the date hereof after giving effect to the consummation of the Transactions, the Bally Transactions, the Amendment No.
2 Transactions, the Amendment No. 3 Transactions or the Amendment No. 4 Transactions, as applicable, determined in accordance with GAAP
consistently applied.


 


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


 


“LIBOR Successor Rate”: as defined
in Section 2.27.


 


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


 






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


 


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


 


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


 


“Liquidity”: the sum of (i)
all Unrestricted Cash of Holdings and its Restricted Subsidiaries and (ii) the aggregate Available Revolving Commitments of all Revolving
Lenders at such time, provided that, with respect to this clause (ii), the conditions set forth in Sections 5.2(a) and 5.2(b) shall
be satisfied at such time.


 


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


 


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


 


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


 


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


 


“Mafco”: MacAndrews & Forbes
Holdings, Inc.


 


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


 


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


 


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


 






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“Material Real Property”: any
Real Property located in the United States and owned in fee by a Loan Party on the Closing Date having an estimated Fair Market Value
exceeding $7,500,000 and any after-acquired Real Property located in the United States owned by a Loan Party having a gross purchase price
exceeding $7,500,000 at the time of acquisition; provided that (i) no Specified Real Property shall constitute a Material Real
Property unless otherwise satisfying the terms of this definition on or after the one year anniversary of (x) with respect to any Material
Real Property owned prior to the Bally Acquisition and Amendment Effectiveness Date, the Amendment No. 1 Effective Date (as defined in
Amendment No. 1) and (y) with respect to any Material Real Property acquired in connection with the Bally Transactions, the Bally Acquisition
and Amendment Effectiveness Date and (ii) at no time shall the aggregate estimated Fair Market Value of all Real Property located in the
United States and owned in fee by the Loan Parties that is not considered “Material Real Property” exceed $50,000,000.


 


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


 


“Maximum Incremental Facilities Amount”:
at any date of determination, the sum of (a) $350,000,000 and (b) an additional unlimited amount if, after giving pro forma effect
to the incurrence of such additional amount (and in the case of any Supplemental Revolving Commitment Increase being initially provided
on any date of determination, as if loans thereunder were drawn in full on such date) and after giving effect to any acquisition consummated
substantially concurrently therewith and all other appropriate pro forma adjustment events, the Consolidated Net First Lien Leverage
Ratio is equal to or less than 3.25:1.00 (it being understood that (A) the unlimited amount in clause (b) above shall be deemed to be
used prior to the amount in clause (a) above to the extent the Consolidated Net First Lien Leverage Ratio requirement is satisfied, (B)
if pro forma effect is given to the entire committed amount of any such amount, such committed amount may thereafter be borrowed and reborrowed,
in whole or in part, from time to time, without further compliance with this clause and (C) for purposes of calculating the Consolidated
Net First Lien Leverage Ratio only on the applicable date of incurrence, (I) any such amount incurred shall be treated as if such amount
is first lien Funded Debt, regardless of whether such amount is actually secured on a first lien basis and (II) any cash proceeds from
such incurrence shall be excluded from such calculation).


 


“Maximum Rate”: as defined in
Section 10.20.


 


“Merger”: the merger of SG California
Merger Sub, Inc. with and into Target pursuant to, and as contemplated by, the Merger Agreement.


 


“Merger Agreement”: the Agreement
and Plan of Merger, dated as of January 30, 2013, by and among, Holdings, SG California Merger Sub, Inc., the Borrower and WMS Industries,
Inc.


 


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


 


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


 






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


 


“Mortgaged Properties”: all
Real Property owned by a Loan Party that is, or is required to be, subject to a Mortgage pursuant to the terms of this Agreement.


 


“Multi-Currency Issuing Lenders”:
(a) Bank of America, N.A. (including with respect to Existing Letters of Credit under clause (b) of the definition of “Existing
Letters of Credit” that are Multi-Currency Letters of Credit), (b) with respect to Existing Letters of Credit under clause (a) of
the definition of “Existing Letters of Credit” that are Multi-Currency Letters of Credit, JPMorgan Chase Bank, N.A. and (c)
any other Multi-Currency Revolving Lender from time to time designated by the Borrower, in its sole discretion, as a Multi-Currency Issuing
Lender with the consent of such other Multi-Currency Revolving Lender.


 


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


 


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


 


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


 


“Multi-Currency Letter of Credit”:
a Letter of Credit denominated in Dollars or in a Permitted Foreign Currency and issued by any Multi-Currency Issuing Lender under the
Multi-Currency Revolving Commitments.


 


“Multi-Currency Revolving Commitments”:
(i) prior to the Amendment No. 5 Effective Date, the Original Multi-Currency Revolving Commitments, and (ii) on or after the Amendment
No. 5 Effective Date, the 2019 Multi-Currency Revolving Commitments.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“New Debt”: any New Notes and/or
new loans issued or incurred, as applicable, in connection with the Bally Transactions.


 


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


 






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“New Incremental Notes”:
one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes (which notes, if secured by the
Collateral, are secured on a first lien pari passu basis with the Liens securing the Obligations or secured on a
 “junior” basis with the Liens securing the Obligations) and guaranteed only by the Guarantors in an aggregate amount for
all such New Incremental Notes (when taken together with any New Loan Commitments that have become effective or will become
effective simultaneously with the issue of any such New Incremental Notes) not in excess of, at the time the respective New
Incremental Notes are issued, the Maximum Incremental Facilities Amount; provided that no Event of Default would exist after
giving pro forma effect thereto subject to the Permitted Acquisition Provisions (if applicable). The issuance of any New Incremental
Notes is subject to the following conditions: (i) the delivery to the Administrative Agent of a certificate of the Borrower
certifying and attaching the resolutions adopted by the Borrower approving or consenting to the issuance of such New Incremental
Notes, and certifying that the conditions precedent set forth in the following subclauses (ii) through (v) have been satisfied
(which certificate shall include supporting calculations demonstrating compliance, if applicable, with the Maximum Incremental
Facilities Amount), (ii) such New Incremental Notes shall not be guaranteed by any Person that is not a Guarantor, (iii) to the
extent secured, such New Incremental Notes shall be subject to an Other Intercreditor Agreement, (iv) such New Incremental Notes
shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, (v) (A) if such New Incremental Notes are
secured, the weighted average life to maturity of such New Incremental Notes shall not be shorter than that of any then-existing
Term Loan Tranche, and (B) if such New Incremental Notes are unsecured, such New Incremental Notes shall not be subject to any
amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions (except
customary assets sale, recovery event and change of control provisions), (vi) if such New Incremental Notes are secured, such New
Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions (except to the extent any such mandatory
redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu
basis with the Obligations) and (vii) the covenants, events of default, guarantees, collateral and other terms of such New
Incremental Notes are customary for similar debt securities in light of then-prevailing market conditions at the time of issuance
(it being understood that (x) no New Incremental Notes shall include any financial maintenance covenants (including indirectly by
way of a cross-default to this Agreement), but that customary cross-acceleration provisions may be included and (y) any negative
covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based) and in any event are
not more restrictive to Holdings and its Restricted Subsidiaries than those set forth in this Agreement (other than with respect to
interest rate and redemption provisions), except for covenants or other provisions applicable only to periods after the then Latest
Maturity Date. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan
Documents with the Borrower as may be necessary or appropriate in order to secure any New Incremental Notes with the Collateral
and/or to make such amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the
Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this definition.


 


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


 


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


 


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


 


“New Notes”: as defined in the
definition of Bally Transactions.


 


“New Notes Issuer”: the Borrower,
in its own capacity or as successor to any Escrow Entity.


 


“New Secured Notes”: as defined
in the definition of Bally Transactions.


 


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


 






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


 


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


 


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


 


“New Unsecured Notes”: as defined
in the definition of Bally Transactions.


 


“No Undisclosed Information Representation”:
with respect to any Person, a representation that such Person is not in possession of any material non-public information with respect
to Holdings or any of its Subsidiaries that has not been disclosed to the Lenders generally (other than those Lenders who have elected
to not receive any non-public information with respect to Holdings or any of its Subsidiaries), and if so disclosed could reasonably be
expected to have a material effect upon, or otherwise be material to, the market price of the applicable Loan, or the decision of an assigning
Lender to sell, or of an assignee to purchase, such Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note”: any promissory note
evidencing any Loan, which promissory note shall be in the form of Exhibit J-1, Exhibit J-2 or Exhibit J-3, as applicable, or such other
form as agreed upon by the Administrative Agent and the Borrower.


 


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


 






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


 


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


 


“Original Dollar Revolving Commitments”:
as to any Lender, the obligation of such Lender to make Dollar Revolving Loans and to participate in Dollar Letters of Credit as set forth
in this Agreement immediately prior to the Amendment No. 5 Effective Date.


 


“Original Multi-Currency Revolving Commitments”:
as to any Lender, the obligation of such Lender to make Multi-Currency Revolving Loans and to participate in Multi-Currency Letters of
Credit as set forth in this Agreement immediately prior to the Amendment No. 5 Effective Date.


 


“Other Affiliate”: the Sponsor
and any Affiliate of the Sponsor, other than Holdings, any Subsidiary of Holdings and any natural person.


 


“Other Intercreditor Agreement”:
an intercreditor agreement, (a) to the extent in respect of Indebtedness secured by some or all of the Collateral on a pari passu basis
or a second priority basis with the Obligations, substantially in the form of Exhibit K hereto and (b) to the extent in respect of Indebtedness
secured by some or all of the Collateral on a third (or more junior) priority basis with the Obligations, in a form reasonably acceptable
to the Administrative Agent and the Borrower, in each case with such modifications thereto as the Administrative Agent and the Borrower
may mutually agree.


 


“Other Taxes”: any and all present
or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any
such Taxes that are imposed as a result of a present or former connection between the Recipient and the jurisdiction or Governmental Authority
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 Loan Document, or sold or assigned an interest in any Loan or Loan Document) with respect to an assignment (other than an assignment
made pursuant to Sections 2.23 or 2.24).


 






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


 


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


 


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


 


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


 


“Payment Amount”: as defined
in Section 3.5.


 


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


 


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


 


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


 


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


 


“Permitted Foreign Currency”:
with respect to any Multi-Currency Revolving Loan or Multi-Currency Letter of Credit, Euros, Pounds Sterling,
Canadian Dollars, Australian Dollars and any other foreign currency reasonably requested by the Borrower from time to time and in which
the Multi-Currency Revolving Lenders or a Multi-Currency Issuing Lender, as applicable, may, in accordance with its policies and procedures
in effect at such time, lend Multi-Currency Revolving Loans or issue Multi-Currency Letters of Credit, as applicable.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Pounds”
means freely transferable lawful money of the United Kingdom (expressed in Pounds).


 


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


 


“Present Fair Salable Value”:
the amount that could be obtained by an independent willing seller from an independent willing buyer if the assets of Holdings and its
Subsidiaries taken as a whole and after giving effect to the consummation of the Transactions, the Bally Transactions, the Amendment No.
2 Transactions, the Amendment No. 3 Transactions or the Amendment No. 4 Transactions, as applicable, are sold with reasonable promptness
in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions
can be reasonably evaluated.


 


“Pricing Grid”: the table set
forth below:


 


	Consolidated Net First Lien Leverage Ratio	Applicable Margin for Revolving Loans that are Eurocurrency Loans or SONIA Rate Loans	Applicable Margin for Revolving Loans that are ABR Loans	Applicable Commitment Fee Rate
	> 3.00:1.00	3.00%	2.00%	0.50%
	≤ 3.00:1.00 but > 2.00:1.00	2.75%	1.75%	0.375%
	≤ 2.00:1.00	2.50%	1.50%	0.375%


 


Changes in the Applicable Margin with respect to Revolving Loans or
the Applicable Commitment Fee Rate resulting from changes in the Consolidated Net First Lien Leverage Ratio shall become effective on
the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until the next
change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods
specified in Section 6.1, then, at the option of (and upon the delivery of notice (telephonic or otherwise) by) the Administrative Agent
or the Required Lenders, until such financial statements are delivered, the Consolidated Net First Lien Leverage Ratio as at the end of
the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 3.00 to
1.00. In addition, at all times while an Event of Default set forth in Section 8.1(a) or 8.1(f) shall have occurred and be continuing,
the Consolidated Net First Lien Leverage Ratio shall for the purposes of the Pricing Grid be deemed to be greater than 3.00 to 1.00.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Qualifying Quarter”: the last
fiscal quarter of the most recent Test Period.


 


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


 


“Rate Determination Notice”:
as defined in Section 2.22.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Regulation U”: Regulation U
of the Board as in effect from time to time.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Relevant
Rate” means, with respect to any Loan denominated in (a) Pounds, SONIA, (b) Euros, EURIBOR, (c) Canadian Dollars, CDOR and (d) Australian
Dollars, BBSY. 


 


“Reorganization”: with respect
to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.


 


“Replaced Lender”: as defined
in Section 2.24.


 


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


 






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“Representatives”: as defined
in Section 10.14.


 


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


 


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


 


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


 


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


 


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


 


“Rescindable
Amount”: as defined in Section 2.18(g).


 


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


 


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


 






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“Restricted Payments”: as defined
in Section 7.6.


 


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


 


“Revaluation Date”: (a) the
first Business Day of each calendar month, (b) each date of a borrowing of Multi-Currency Loans or issuance of a Multi-Currency Letter
of Credit, (c) each date of an amendment of any such Multi-Currency Letter of Credit having the effect of increasing the amount thereof
and (d) each date of any payment by an Issuing Lender under any Multi-Currency Letter of Credit.


 


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


 


“Revolving Commitments”: the
collective reference to the Dollar Revolving Commitment and the Multi-Currency Revolving Commitment. The aggregate amount of the Revolving
Commitments as of the Amendment No. 5 Effective Date (after giving effect to the Supplemental Revolving Commitment Increases incurred
on or prior to such date) is $650,000,000.00.


 


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


 


“Revolving Facilities”: the
collective reference to the Dollar Revolving Facility and the Multi-Currency Revolving Facility.


 


“Revolving Lender”: the collective
reference to the Dollar Revolving Lenders and the Multi-Currency Revolving Lenders.


 


“Revolving Loans”: the collective
reference to the Dollar Revolving Loans and the Multi-Currency Revolving Loans.


 


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


 


“Revolving Termination Date”:
the earlier of (x) November 20, 2024 and (y) the Accelerated Revolving Maturity Date (subject to the proviso contained in the definition
thereof).


 


“S&P”: Standard & Poor’s
Ratings Group, Inc., or any successor to the rating agency business thereof.


 


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


 






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“Screen”: the relevant display
page for the Eurocurrency Base Rate (as reasonably determined by the Administrative Agent) on the Bloomberg Information Service or any
successor thereto; provided that if the Administrative Agent determines that there is no such relevant display page or otherwise
in Bloomberg for the Eurocurrency Base Rate, “Screen” means such other comparable publicly available service for displaying
the Eurocurrency Base Rate (as reasonably determined by the Administrative Agent).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Social Gaming Business”: for
so long as SG Nevada Holding Company II, LLC and its direct and indirect Subsidiaries are designated as “Unrestricted Subsidiaries”
hereunder (including any other Unrestricted Subsidiary who may acquire the assets of such Subsidiaries), the business conducted by SG
Nevada Holding Company II, LLC and its direct and indirect Subsidiaries as of the Amendment No. 2 Effective Date, as well as the assets
and liabilities of such Subsidiaries.


 


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


 


“SONIA”:
with respect to any applicable determination date the Sterling Overnight Index Average Reference Rate published on the fifth Business
Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations as
may be designated by the Administrative Agent from time to time); provided however that if such determination date is not a Business Day,
SONIA means such rate that applied on the first Business Day immediately prior thereto.


 


“SONIA
Adjustment”: with respect to SONIA, 0.0326 % per annum. 


 






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“SONIA
Rate” means, for any day, with respect to any borrowing of Loans denominated in Pounds, the rate per annum equal to SONIA determined
pursuant to the definition thereof plus the SONIA Adjustment; provided that, if the SONIA Rate shall be less than zero, such rate shall
be deemed to be zero for the purposes of this Agreement. 


 


“SONIA
Rate Loan” means a Revolving Loan that bears interest at a rate based on the SONIA Rate. All SONIA Rate Loans shall only be denominated
in Pounds.


 


“Specified Acquisition”: the
proposed acquisition disclosed to the Administrative Agent prior to the Closing Date.


 


“Specified Bally Merger Agreement Representations”:
the representations in the Bally Merger Agreement that are material to the interests of the Lenders, but only to the extent that Holdings,
the Borrower or any Affiliate thereof has the right to terminate its obligations under the Bally Merger Agreement or to decline to consummate
the Bally Merger as a result of a breach of such representations in the Bally Merger Agreement.


 


“Specified Concession”: any
concession, license or other authorization granted or awarded to, or agreement entered into by, the Borrower, Holdings, any Subsidiary
of Holdings or any Specified Concession Vehicle by or with an applicable Governmental Authority, whether such concession, license, authorization
or agreement is now existing or hereafter arising and any renewals or extensions of, or any succession to, such concession, license, authorization
or agreement, with respect to gaming, gaming machines (including video lottery terminals), wagering, lotteries or any goods or services
relating thereto in any jurisdiction, together with any procedures, activities, functions or requirements in connection therewith (or
any amendment or supplement to any such concession, license, authorization, agreement, procedures, activities, functions or requirements).


 


“Specified Concession Obligations”:
any payments, costs, contributions, obligations or commitments made or incurred by any of the Borrower, Holdings or any Subsidiary of
Holdings (whether directly or indirectly to or through any Specified Concession Vehicle or any of its equity holders or members) in the
form of (and including any costs to obtain, or credits or discounts associated with) (a) tender fees, up-front fees, bid or performance
bonds, guarantees, reimbursement obligations or similar arrangements, capital requirements or contributions or similar payments or obligations
in connection with any Specified Concession or the formation of or entry into or capitalization, or capital commitment or contribution
to, of any Specified Concession Vehicle, or (b) other payments, costs, contributions or obligations (including any credits or discounts)
in connection with any Specified Concession, or the formation of or entry into or capitalization of any Specified Concession Vehicle,
that are (and are certified by the Borrower to be) incurred or agreed to in lieu of payments, costs, contributions or obligations described
in clause (a) above.


 


“Specified Concession Vehicle”:
any consortium, joint venture or other Person entered into by the Borrower, Holdings and/or any Subsidiary of Holdings or in or with which
the Borrower, Holdings and/or any Subsidiary of Holdings directly or indirectly participates or has an interest or a contractual relationship,
which consortium, joint venture or other Person holds or is party to a Specified Concession (or is otherwise formed, or directly or indirectly
participates or has an interest in or a contractual relationship with such joint venture or other Person, in connection with a Specified
Concession).


 


“Specified Disposition”: the
Disposition by the Borrower and/or any Subsidiary of one or more lines of Business (and/or any assets relating thereto) disclosed in a
schedule to be provided to the Administrative Agent prior to the Closing Date.


 






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


 


“Specified Hedge Agreement”:
any Hedge Agreement (a) entered into by (i) Holdings, the Borrower or any Subsidiary Guarantor and (ii) any Person that was the Administrative
Agent, any other Agent, a Lender or any Affiliate thereof at the time such Hedge Agreement was entered into (or, if in effect on the Closing
Date, Bally Acquisition Date, Amendment No. 2 Effective Date, Amendment No. 3 Effective Date or Amendment No. 4 Effective Date, any Person
that becomes a Lender or an Affiliate thereof within 30 days after such date), as counterparty and (b) that has been designated by the
Borrower, by notice to the Administrative Agent, as a Specified Hedge Agreement; provided that Specified Hedge Agreement shall
exclude any Excluded Swap Obligations. The designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor
of the Administrative Agent, any other Agent, the Lender or Affiliate thereof that is a party thereto (or their successors or assigns)
any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and
Collateral Agreement. For the avoidance of doubt, all Hedge Agreements in existence on the Closing Date or the Bally Acquisition Date
between Holdings, the Borrower or any Subsidiary Guarantor, on the one hand, and the Administrative Agent, any other Agent, any Lender
or Affiliate thereof (or any Person that becomes a Lender or an Affiliate thereof within 30 days after the Closing Date or the Bally Acquisition
Date, as applicable), on the other hand, as listed on Schedule 1.1B (as supplemented pursuant to Amendment No. 1 on the Bally Acquisition
and Amendment Effectiveness Date), shall constitute Specified Hedge Agreements.


 


“Specified Letters of Credit”:
any Letter of Credit other than (i) Existing Letters of Credit, including any renewals, extensions or replacements thereof, and (ii) Letters
of Credit issued to support performance obligations and other operational contract or policy guarantees (but in any event, other than
in respect of Indebtedness for Borrowed Money).


 


“Specified Merger Agreement Representations”:
the representations in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that Holdings, the
Borrower or any Affiliate thereof has the right to terminate its obligations under the Merger Agreement or to decline to consummate the
Merger as a result of a breach of such representations in the Merger Agreement.


 


“Specified Real Property”: the
owned Real Properties set forth on Schedule 1.1D (as supplemented pursuant to Amendment No. 1 on the Bally Acquisition and Amendment Effectiveness
Date).


 


“Specified Representations”:
the representations and warranties made solely with respect to the Loan Parties in Sections 4.3(a), 4.4(a), 4.4(c), 4.5(a), 4.5(c) (solely
with respect to the condition precedent set forth in Section 3(a) of Amendment No. 1 as it relates to the Existing Notes Financing), 4.11,
4.13, 4.17(a) (subject to the conditionality limitations set forth in the last paragraph of Section 5.1 and Section 3 of Amendment No.
1, as applicable), 4.18, 4.19, 4.22, 4.23 and (solely with respect to the condition precedent set forth in Section 3(a) of Amendment No.
1) 4.24 (in each case, after giving effect to the Transactions or the Bally Transactions, as applicable).


 


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


 


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


 






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


 


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


 


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


 


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


 


“Successor
Rate”: as defined in Section 2.13(c).


 


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


 


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


 


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


 


“Swingline Commitment”: the
commitment of the Swingline Lender to make loans pursuant to Section 2.6, as the same may be reduced from time to time pursuant to Section
2.10 or Section 2.6.


 


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


 


“Swingline Lender”: Bank of
America, N.A.


 


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


 



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“Target”: WMS Industries Inc.,
a Delaware corporation.


 


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


 


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


 


“Target Material Adverse Effect”:
any change, effect, development or circumstance which, individually or in the aggregate, has resulted or would reasonably be expected
to result in a material adverse effect on the business, assets, liabilities, condition (financial or other) or results of operations of
the Company and its Subsidiaries, taken as a whole; provided, however, that changes, effects, developments or circumstances
to the extent resulting from, directly or indirectly, the following shall be excluded from the determination of Target Material Adverse
Effect: (i) any change, effect, development or circumstance in any of the industries or markets in which the Company or its Subsidiaries
operates; (ii) any change in any Law or GAAP (or changes in interpretations or enforcement of any Law or GAAP) applicable to the Company
or any of its Subsidiaries or any of their respective properties or assets; (iii) changes in general economic, regulatory or political
conditions or the financial, credit or securities markets in general (including changes in interest or exchange rates, stock, bond and/or
debt prices); (iv) any acts of God, natural disasters, earthquakes, hurricanes, terrorism, armed hostilities, war or any escalation or
worsening thereof; (v) the negotiation, execution or announcement of the Merger Agreement or the transactions contemplated thereby (including
the impact of any of the foregoing on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming
Authority)), and any Proceeding arising therefrom or in connection therewith; (vi) any action taken as expressly permitted or required
by the Merger Agreement (it being understood and agreed that actions taken by the Company or its Subsidiaries pursuant to its obligations
under Section 6.1 of the Merger Agreement to conduct its business shall not be excluded in determining whether a Company Material Adverse
Effect has occurred) or any action taken at the written direction of Parent or Merger Sub; (vii) any changes in the market price or trading
volume of the Company Common Stock, any changes in credit ratings or any failure (in and of itself) by the Company or its Subsidiaries
to meet internal, analysts’ or other earnings estimates, budgets, plans, forecasts or financial projections of its revenues, earnings
or other financial performance or results of operations (but not excluding any change, effect, development or circumstance giving rise
to any such change or failure to the extent such change, effect, development or circumstance is not otherwise excluded pursuant to this
definition); (viii) changes, effects, developments or circumstances to the extent arising from or relating to the identity of Parent or
Merger Sub or Parent’s ability to obtain the Gaming Approvals; or (ix) any matter disclosed in the Company Disclosure Letter to
the extent reasonably foreseeable from the face of such disclosure; but only to the extent, in the case of clauses (i), (ii), (iii) or
(iv), such change, effect, development or circumstance does not disproportionately impact the Company and its Subsidiaries, taken as a
whole, relative to other companies in the industries in which the Company or its Subsidiaries operate. Capitalized terms in the preceding
definition are used as defined in the Merger Agreement as in effect on January 30, 2013.


 


“Tax Planning Transaction”:
those certain transactions undertaken from time to time for tax planning and reorganization purposes of Holdings or its Subsidiaries as
set forth in that certain step plan delivered to the Administrative Agent prior to the Closing Date.


 


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


 






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“Term B-1 Commitment”: as to
any Term B-1 Lender, the obligation of such Term B-1 Lender to make an Initial Term B-1 Loan to the Borrower in the principal amount set
forth under the heading “Term B-1 Commitment” opposite such Term B-1 Lender’s name on Schedule 2.1 to this Agreement.
The aggregate principal amount of the Term B-1 Commitments as of the Closing Date is $2,300,000,000; provided, that as of the Amendment
No. 4 Effective Date, for the avoidance of doubt, the Term B-1 Commitment shall be $0.


 


“Term B-1 Facility”: as defined
in the definition of “Facility.”


 


“Term B-1 Lenders”: each Lender
that holds a Term B-1 Loan or a Term B-1 Commitment.


 


“Term B-1 Loans”: the Initial
Term B-1 Loans; provided, that as of the Amendment No. 4 Effective Date, after giving effect to the Amendment No. 4 Transactions,
for the avoidance of doubt, there is $0 of outstanding Term B-1 Loans.


 


“Term B-2 Commitment”: as to
any Term B-2 Lender, the obligation of such Term B-2 Lender to make an Initial Term B-2 Loan to the Borrower in the principal amount to
be set forth opposite such Term B-2 Lender’s name on Schedule A to the Term B-2 Joinder Agreement. The aggregate principal amount
of the Term B-2 Commitments as of the Bally Acquisition and Amendment Effectiveness Date shall be no more than $2,485,000,000; provided
that (x) to the extent the Term B-2 Commitment is greater than $1,735,000,000, the total aggregate principal amount of the New Secured
Notes shall be reduced by such difference and (y) to the extent the Term B-2 Commitment is less than $1,735,000,00, the total aggregate
principal amount of the New Secured Notes shall be increased by such difference; provided, further, that the amount of any
variation in principal amounts referred to in the above proviso shall be agreed to between the Borrower and the Lead Arrangers; provided,
further, that as of the Amendment No. 4 Effective Date, for the avoidance of doubt, the Term B-2 Commitment shall be $0.


 


“Term B-2 Facility”: as defined
in the definition of “Facility.”


 


“Term B-2 Joinder Agreement”:
a Joinder Agreement, dated October 1, 2014, entered into and delivered in connection with the Initial Term B-2 Loans.


 


“Term B-2 Lenders”: each Lender
that holds a Term B-2 Loan or a Term B-2 Commitment.


 


“Term B-2 Loans”: the Initial
Term B-2 Loans; provided, that as of the Amendment No. 4 Effective Date, after giving effect to the Amendment No. 4 Transactions,
for the avoidance of doubt, there is $0 of outstanding Term B-2 Loans.


 


“Term B-3 Commitment”: each
Additional Term B-3 Commitment and, as to any Term B-3 Lender, the agreement of such Term B-3 Lender to exchange the entire principal
amount of its Term B-1 Loans and/or Term B-2 Loans (or such lesser amount as allocated by the Administrative Agent) for an equal principal
amount of Term B-3 Loans on the Amendment No. 2 Effective Date. The aggregate principal amount of the Term B-3 Commitments as of (i) the
Amendment No. 2 Effective Date is $3,291,000,000 and (ii) the Amendment No. 4 Effective Date is $0.


 


“Term B-3 Facility”: as defined
in the definition of “Facility.”


 


“Term B-3 Lenders”: each Lender
that holds a Term B-3 Loan or a Term B-3 Commitment.


 






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“Term B-3 Loans”: the Initial
Term B-3 Loans; provided, that as of the Amendment No. 4 Effective Date, after giving effect to the Amendment No. 4 Transactions,
for the avoidance of doubt, there is $0 of outstanding Term B-3 Loans.


 


“Term B-4 Commitment”: as to
any Term B-4 Lender, the obligation of such Term B-4 Lender to make an Initial Term B-4 Loan to the Borrower in the principal amount to
be set forth opposite such Term B-4 Lender’s name on its signature page to Amendment No. 3. The aggregate principal amount of the
Term B-4 Commitments as of (i) the Amendment No. 3 Effective Date is $3,282,772,500 and (ii) the Amendment No. 4 Effective Date is $0.


 


“Term B-4 Facility”: as defined
in the definition of “Facility.”


 


“Term B-4 Lenders”: each Lender
that holds a Term B-4 Loan or a Term B-4 Commitment.


 


“Term B-4 Loans”: the Initial
Term B-4 Loans; provided, that as of the Amendment No. 4 Effective Date, after giving effect to the Amendment No. 4 Transactions,
for the avoidance of doubt, there is $0 of outstanding Term B-4 Loans.


 


“Term B-5 Commitment”: each
Additional Term B-5 Commitment and, as to any Term B-5 Lender, the agreement of such Term B-5 Lender to exchange the entire principal
amount of its Term B-4 Loans (or such lesser amount as allocated by the Administrative Agent) for an equal principal amount of Term B-5
Loans on the Amendment No. 4 Effective Date. The aggregate principal amount of the Term B-5 Commitments as of the Amendment No. 4 Effective
Date is $4,174,565,568.75.


 


“Term B-5 Facility”: as defined
in the definition of “Facility.”


 


“Term B-5 Lenders”: each Lender
that holds a Term B-5 Loan or a Term B-5 Commitment.


 


“Term B-5 Loans”: the Initial
Term B-5 Loans.


 


“Term Commitment”: the Term
B-1 Commitment, the Term B-2 Commitment, the Term B-3 Commitment, the Term B-4 Commitment and the Term B-5 Commitment, as applicable.


 


“Term Facility”: the Term B-1
Facility, the Term B-2 Facility, the Term B-3 Facility, the Term B-4 Facility and the Term B-5 Facility.


 


“Term Lenders”: the Term B-1
Lenders, the Term B-2 Lenders, the Term B-3 Lenders, the Term B-4 Lenders and the Term B-5 Lenders.


 


“Term Loans”: the Term B-1 Loans,
the Term B-2 Loans, the Term B-3 Loans, the Term B-4 Loans, the Term B-5 Loans and New Term Loans, Extended Term Loans and/or Refinancing
Term Loans in respect of either of the foregoing, as the context may require.


 


“Term Maturity Date”: the earlier
of (x) with respect to Initial Term B-5 Loans, August 14, 2024 and (y) the Accelerated Term Loan Maturity Date (subject to the proviso
contained in the definition thereof).


 


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


 






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


 


“Tranche”: (a) with respect
to Term Loans or commitments, refers to whether such Term Loans or commitments are (1) Initial Term B-1 Loans, (2) Initial Term B-2 Loans,
(3) Initial Term B-3 Loans, (4) Initial Term B-4 Loans, (5) Initial Term B-5 Loans, (6) New Term Loans with the same terms and conditions
made on the same day, (7) Extended Term Loans (of the same Extension Series) or (8) Refinancing Term Loans with the same terms and conditions
made on the same day and (b) with respect to Revolving Loans or commitments, refers to whether such Revolving Loans are (A)(1) Dollar
Revolving Loans or Dollar Revolving Commitments or (2) Multi-Currency Revolving Loans or Multi-Currency Revolving Commitments and (B)(1)
Revolving Commitments or Revolving Loans, (2) Extended Revolving Commitments (of the same Extension Series) or (3) Refinancing Revolving
Commitments with the same terms and conditions made on the same day or Revolving Loans in respect thereof.


 


“Transactions”: the consummation
of the Merger in accordance with the terms of the Merger Agreement and the other transactions described therein, together with each of
the following transactions consummated or to be consummated in connection therewith:


 


(a)       the
Borrower obtaining the Facilities;


 


(b)       the
occurrence of the Refinancing; and


 


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


 


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


 


“Transferee”: any Assignee or
Participant.


 


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


 


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


 


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


 


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


 


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


 


“Unconverted Term B-4 Loans”:
as defined in Amendment No. 4.


 






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“United States”: the United
States of America.


 


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


 


“Unrestricted Subsidiary”:
(i) any Escrow Entity, (ii) any Subsidiary of Holdings designated as such and listed on Schedule 4.14 on the Closing Date, (iii) any
Subsidiary of Holdings (other than the Borrower) that is designated by a resolution of the Board of Directors of Holdings as an
Unrestricted Subsidiary, but only to the extent that, in the case of each of clauses (ii) and (iii), such Subsidiary: (a) has no
Indebtedness other than Non-Recourse Debt (other than such Indebtedness to the extent any related obligations of Holdings or its
Restricted Subsidiaries would otherwise be permitted under Section 7.7); (b) is not party to any agreement, contract, arrangement or
understanding with Holdings or any Restricted Subsidiary unless (x) the terms of any such agreement, contract, arrangement or
understanding, taken as a whole, are no less favorable to Holdings or such Restricted Subsidiary than those that might be obtained
at the time from Persons who are not Affiliates of the Borrower or (y) Holdings or any Restricted Subsidiary would be permitted to
enter into such agreement, contract, arrangement or understanding with an Unrestricted Subsidiary pursuant to Section 7.9; (c) is a
Person with respect to which neither Holdings nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to
subscribe for additional Capital Stock or warrants, options or other rights to acquire Capital Stock or (y) to maintain or preserve
such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, unless, in
each case, Holdings or any Restricted Subsidiary would be permitted to incur any such obligation with respect to an Unrestricted
Subsidiary pursuant to Section 7.7; and (d) does not guarantee or otherwise provide credit support after the time of such
designation for any Indebtedness of Holdings or any of its Restricted Subsidiaries unless it also guarantees or provides credit
support in respect of the Obligations, in the case of clauses (a), (b) and (c), except to the extent not otherwise prohibited by
Section 7.7; provided that, with respect to clauses (ii) and (iii), after giving effect to any such designation of a Domestic
Subsidiary but tested only at the time of such designation, the combined Consolidated EBITDA of Domestic Subsidiaries that are
Unrestricted Subsidiaries for the most recently ended Test Period for which financial statements have been delivered pursuant to
Section 6.1 does not exceed 7.0% of the Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended Test
Period for which financial statements have been delivered pursuant to Section 6.1, and (iv) any Subsidiary that is subsequently
formed or acquired by an Unrestricted Subsidiary that has been previously designated as such pursuant to clause (iii) above. If, at
any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes hereof. Subject to the foregoing, Holdings may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary or any Restricted Subsidiary to be an Unrestricted Subsidiary; provided
that (i) such designation shall only be permitted if no Event of Default would be in existence following such designation and after
giving effect to such designation Holdings shall be in pro forma compliance with the financial covenant (whether or not then
subject to testing) set forth in Section 7.1(a) as of the end of the most recently ended Test Period for which financial statements
have been delivered pursuant to Section 6.1, (ii) any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be
deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted
Subsidiary and (iii) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary under clause (ii) or (iii) above shall
be deemed to be an Investment in an Unrestricted Subsidiary and shall reduce amounts available for Investments in Unrestricted
Subsidiaries permitted by Section 7.7 in an amount equal to the Fair Market Value of the Subsidiary so designated; provided
that the Borrower may subsequently redesignate any such Unrestricted Subsidiary as a Restricted Subsidiary so long as the Borrower
does not subsequently re-designate such Restricted Subsidiary as an Unrestricted Subsidiary for a period of the succeeding four
fiscal quarters.


 






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


 


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


 


“Will be able to pay their Liabilities
as they mature”: for the period from the date hereof through the Latest Maturity Date, Holdings and its Subsidiaries taken as
a whole and after giving effect to the consummation of the Transactions, the Bally Transactions, the Amendment No. 2 Transactions, the
Amendment No. 3 Transactions or the Amendment No. 4 Transactions, as applicable, will have sufficient assets, credit capacity and cash
flow to pay their Liabilities as those Liabilities mature or (in the case of contingent Liabilities) otherwise become payable, in light
of business conducted or anticipated to be conducted by Holdings and its Subsidiaries as reflected in the projected financial statements
and in light of the anticipated credit capacity.


 


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


 


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


 






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1.2                 
 Other Definitional Provisions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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1.4                  Exchange
Rates; Currency Equivalents. The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar Equivalent amounts of the face amount of Multi-Currency Revolving Loans and/or Multi-Currency Letters of Credit
denominated in Permitted Foreign Currencies and of Multi-Currency L/C Disbursements in respect of such Multi-Currency Letters of
Credit. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any
amounts between the applicable currencies until the next Revaluation Date to occur. The Administrative Agent shall notify the
applicable Issuing Lender and the Borrower on each Revaluation Date of the Spot Rates determined by it and the related Dollar
Equivalent of Multi-Currency Revolving Loans and Multi-Currency L/C Obligations then outstanding. Solely for purposes of Sections 2
and 3 and related definitional provisions to the extent used in such Sections, the applicable amount of any currency (other than
Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent and
notified to the Borrower and the applicable Issuing Lender in accordance with this Section 1.4. If any basket is exceeded solely as
a result of fluctuations in applicable currency exchange rates after the last time such basket was utilized, such basket will not be
deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates. For purposes of determining the
Consolidated Net First Lien Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Fixed Charge Coverage Ratio, amounts
denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing the financial covenant
under Section 7.1(a), at the Spot Rate as of the last day of the fiscal quarter for which such measurement is being made, and (B)
calculating any Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Fixed Charge Coverage
Ratio (other than for the purposes of determining compliance with Section 7.1(a)), at the Spot Rate as of the date of calculation,
and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Hedge
Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of
determination of the Dollar Equivalent of such Indebtedness.


 


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


 


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


 


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


 






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SECTION 2.           
AMOUNT AND TERMS OF COMMITMENTS


 


2.1                 
Term Commitments.


 


(a)               
Subject to the terms and conditions hereof, each Term B-1 Lender severally agrees to make a term loan (an “Initial Term
B-1 Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Term B-1 Commitment
of such Lender. The aggregate outstanding principal amount of the Term B-1 Loans for all purposes of this Agreement and the other Loan
Documents shall be the stated principal amount thereof outstanding from time to time. The Term B-1 Loans may from time to time be Eurocurrency
Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.


 


(b)               
Subject to the terms and conditions hereof, each Term B-2 Lender severally agrees to make a term loan (an “Initial Term
B-2 Loan”) in Dollars to the Borrower in connection with the Bally Transactions in an amount which will not exceed the amount
of the Term B-2 Commitment of such Lender. The aggregate outstanding principal amount of the Term B-2 Loans for all purposes of this Agreement
and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term B-2 Loans may from time
to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with
Sections 2.2 and 2.13.


 


(c)               
Subject to the terms and conditions set forth herein and in Amendment No. 4, each Converted Term B-5 Lender agrees to exchange
its Converted Term B-4 Loans for a like principal amount of Term B-5 Loans on the Amendment No. 4 Effective Date. Subject to the terms
and conditions set forth herein and in Amendment No. 4, each Additional Term B-5 Lender agrees to make an Additional Term B-5 Loan to
the Borrower on the Amendment No. 4 Effective Date in the principal amount equal to its Additional Term B-5 Commitment on the Amendment
No. 4 Effective Date. The Borrower shall prepay Unconverted Term B-4 Loans with a like amount of the gross proceeds of the Additional
Term B-5 Loans, concurrently with the receipt thereof. On the Amendment No. 4 Effective Date, the Borrower shall pay all accrued and unpaid
interest up to but not including the Amendment No. 4 Effective Date on the Term B-4 Loans outstanding immediately prior to the Amendment
No. 4 Effective Date with the proceeds of the Additional Term B-5 Loans, concurrently with the receipt thereof. The aggregate outstanding
principal amount of the Term B-5 Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount
thereof outstanding from time to time. The Term B-5 Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the
Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.


 


2.2                  Procedure
for Initial Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable written notice (which notice must
be received by the Administrative Agent at least one Business Day prior to the anticipated Closing Date, the Bally Acquisition Date,
the Amendment No. 2 Effective Date, the Amendment No. 3 Effective Date or the Amendment No. 4 Effective Date, as applicable)
requesting that the Term Lenders make the Initial Term Loans on the Closing Date, on or prior to the Bally Acquisition Date, on the
Amendment No. 2 Effective Date, on the Amendment No. 3 Effective Date or on the Amendment No. 4 Effective Date, as applicable, and
specifying the amount to be borrowed and the requested Interest Period, if applicable. Upon receipt of such notice the
Administrative Agent shall promptly notify each Term Lender thereof. Not later than 11:00 A.M., New York City time, on the Closing
Date, on or prior to the Bally Acquisition Date, on the Amendment No. 2 Effective Date, on the Amendment No. 3 Effective Date or on
the Amendment No. 4 Effective Date, as applicable, each Term Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the Initial Term Loan or Initial Term Loans to be made by such Lender. The
Administrative Agent shall credit the account designated in writing by the Borrower to the Administrative Agent with the aggregate
of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.


 






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2.3                 
Repayment of Term Loans. The Initial Term Loan of each Term Lender shall be payable in equal consecutive quarterly installments
on the last Business Day of each March, June, September and December, commencing on (a) in the case of the Initial Term B-1 Loans, March
31, 2014, (b) in the case of the Initial Term B-2 Loans, the last Business Day of the first full fiscal quarter after the Bally Acquisition
Date, (c) in the case of the Initial Term B-3 Loans, the last Business Day of the first full fiscal quarter after the Amendment No. 2
Effective Date, (d) in the case of the Initial Term B-4 Loans, the last Business Day of the first full fiscal quarter after the Amendment
No. 3 Effective Date and (e) in the case of the Initial Term B-5 Loans, the last Business Day of the first full fiscal quarter after the
Amendment No. 4 Effective Date, in an amount equal to one quarter of one percent (0.25%) of the stated principal amount of the applicable
Initial Term Loans funded on the Closing Date, the Bally Acquisition Date, the Amendment No. 2 Effective Date, the Amendment No. 3 Effective
Date or the Amendment No. 4 Effective Date, as applicable (which installments shall, to the extent applicable, be reduced as a result
of the application of prepayments in accordance with the order of priority set forth in Section 2.18(b), or be increased as a result of
any increase in the amount of Initial Term Loans (excluding, for the avoidance of doubt, Initial Term B-2 Loans, Initial Term B-3 Loans,
Initial Term B-4 Loans and Initial Term B-5 Loans) pursuant to Supplemental Term Loan Commitments, the Term B-3 Commitments, the Term
B-4 Commitments or the Term B-5 Commitments (such increased amortization payments to be calculated in the same manner (and on the same
basis) as set forth above for the Initial Term Loans made as of the Closing Date, Bally Acquisition Date, Amendment No. 2 Effective Date,
Amendment No. 3 Effective Date or Amendment No. 4 Effective Date, as applicable)), with the remaining balance thereof payable on the Term
Maturity Date.


 


2.4                 
Revolving Commitments.


 


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


 


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


 






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2.5                 
Procedure for Revolving Loan Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment
Period on any Business Day; provided that the Borrower shall give the Administrative Agent irrevocable written notice (which notice
must be received by the Administrative Agent (i) in the case of Eurocurrency Loans denominated in Dollars, prior to 12:00 Noon, New York
City time, three Business Days prior to the requested Borrowing Date, (ii) in the case of Eurocurrency Loans denominated in a Permitted
Foreign Currency or SONIA Rate Loans, prior to 12:00 Noon,
New York City time, four Business Days prior to the requested Borrowing Date or (iii) in the case of ABR Loans, prior to 12:00 Noon, New
York City time, on the proposed Borrowing Date), specifying (v) the amount and Type of Revolving Loans to be borrowed (which, in the case
of any Revolving Loans denominated in a Permitted Foreign Currency, shall be Eurocurrency Loans or
SONIA Rate Loans), (w) the requested Borrowing Date, (x) whether the Borrower is requesting a Dollar Revolving Loan or
a Multi-Currency Revolving Loan, (y) the currency in which such Revolving Loan is to be borrowed and (z) in the case of Eurocurrency Loans,
the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor; provided,
further, that if the Borrower wishes to request Eurocurrency Loans having an Interest Period other than one,
two, three or six months in duration as provided in the definition of “Interest Period,” the applicable
notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such borrowing,
conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and
determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the
requested date of such borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be
by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each borrowing by the Borrower under
the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in excess
thereof (or, if the then aggregate applicable Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in
the case of Eurocurrency Loans or SONIA Rate Loans, the Borrowing
Minimum or a whole multiple of the Borrowing Multiple in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative
Agent shall promptly notify each Dollar Revolving Lender or Multi-Currency Revolving Lender, as the case may be, thereof. Each Dollar
Revolving Lender or Multi-Currency Revolving Lender, as the case may be, will make the amount of its pro rata share of each borrowing
available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M. (or, in the case of ABR
Loans being made pursuant to a notice delivered on the proposed Borrowing Date, 3:00 P.M.), New York City time, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the
Borrower by the Administrative Agent crediting the account designated in writing by the Borrower to the Administrative Agent with the
aggregate of the amounts made available to the Administrative Agent by such Revolving Lenders and in like funds as received by the Administrative
Agent. If no election as to the Type of a Revolving Loan is specified, other than with respect to Revolving Loans denominated in a Permitted
Foreign Currency, then the requested Loan shall be an ABR Loan. If no Interest Period is specified with respect to any requested Eurocurrency
Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with
respect to any requested Revolving Loan, the Borrower shall be deemed to have selected Dollars. If no Revolving Facility is specified,
the Borrower shall be deemed to have selected the Multi-Currency Revolving Facility.


 


With
respect to the SONIA Rate, the Administrative Agent will have the right, to make Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or any other Loan Document; provided
that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming
Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.


 






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2.6                 
Swingline Loans.


 


(a)               
Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders
set forth in this Section 2.6, shall make Swingline Loans to the Borrower from time to time in Dollars during the Revolving Commitment
Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding
Swingline Loans exceeding $50,000,000 or (ii) the aggregate Dollar Revolving Extensions of Credit exceeding the Dollar Revolving Commitment
then in effect; provided that the Swingline Lender shall not be required to make a Swingline Loan (i) to refinance an outstanding
Swingline Loan or (ii) if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has,
or by making such Swingline Loan may have, Fronting Exposure. Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, repay and reborrow Swingline Loans. Each Swingline Loan shall be an ABR Loan.


 


(b)               
To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone
(promptly confirmed by telecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice
shall be irrevocable and specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan, and proper
wire instructions for the same. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan notice, the Swingline
Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline
Loan notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.
Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of
any Dollar Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Loan (A) directing the Swingline Lender not to make
such Swingline Loan as a result of the limitations set forth in Section 2.6(a), or (B) that one or more of the applicable conditions specified
in Section 5.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender shall make each Swingline
Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately
available funds by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. Swingline Loans shall be made in an amount
equal to $100,000 or a whole multiple of $100,000 in excess thereof.


 


(c)               
The Borrower shall have the right at any time and from time to time to repay, without premium or penalty, any Swingline Loan, in
whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the
Swingline Lender and to the Administrative Agent before 4:00 p.m., New York City time on the date of repayment at the Swingline Lender’s
address for notices specified in the Swingline Lender’s administrative questionnaire. All principal payments of Swingline Loans
shall be accompanied by accrued interest on the principal amount being repaid to the date of payment.


 






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(d)                The
Swingline Lender may by written notice given to the Administrative Agent not later than 4:00 p.m., New York City time, on any
Business Day require the Dollar Revolving Lenders to acquire participations on such Business Day in all or a portion of the
Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Dollar Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Dollar Revolving
Lender, specifying in such notice such Lender’s Dollar Revolving Percentage of such Swingline Loan or Loans. Each Dollar
Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the Swingline Lender, such Lender’s Dollar Revolving Percentage of such Swingline
Loan or Loans. Each Dollar Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans
pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the
occurrence and continuance of a Default or reduction or termination of the Dollar Revolving Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever (provided that such payment shall not cause
such Lender’s Dollar Revolving Extensions of Credit to exceed such Lender’s Dollar Revolving Commitment). Each Dollar
Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same
manner as provided in Section 3.4 with respect to Loans made by such Lender (and Section 3.4 shall apply, mutatis mutandis,
to the payment obligations of the Dollar Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender
the amounts so received by it from the Dollar Revolving Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan
shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the
Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the
proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by
the Administrative Agent shall be promptly remitted by the Administrative Agent to the Dollar Revolving Lenders that shall have made
their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations
in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.


 


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


 


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


 






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2.7                 
Defaulting Lenders.


 


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


 


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


 






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2.8                 
Repayment of Loans.


 


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


 


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


 


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


 


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


 






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2.9                 
 Commitment Fees, etc.


 


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


 


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


 


2.10             
Termination or Reduction of Commitments.


 


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


 


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


 


(c)                Notwithstanding
anything to the contrary herein, the entry into of Amendment No. 1 shall in no event be deemed to reduce or terminate any
commitments pursuant to the Bally Commitment Letter (other than in accordance with the Commitment Reduction (under and as defined in
the Bally Commitment Letter)), and such commitments shall remain outstanding in accordance with the Bally Commitment Letter until
such time as the Bally Transactions have been consummated (or such earlier time as expressly set forth in the Bally Commitment
Letter).


 






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2.11             
Optional Prepayments.


 


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


 


(b)               
Any prepayment made pursuant to this Section 2.11 or Section 2.12(a) of the Initial Term B-5 Loans as a result of a Repricing Transaction
shall be accompanied by a prepayment fee, which shall initially be 1% of the aggregate principal amount prepaid and shall decline to 0%
on and after the six-month anniversary of the Amendment No. 4 Effective Date.


 


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


 


2.12             
Mandatory Prepayments.


 


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


 






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(b)               
 Unless the Required Prepayment Lenders shall otherwise agree, and subject to the proviso below, if on any date Holdings or any
Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event, then, unless a Reinvestment
Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than 10 Business
Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the
foregoing, (i) if a Reinvestment Notice has been delivered to the Administrative Agent, the Term Loans shall be prepaid as set forth in
Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event on the applicable
Reinvestment Prepayment Date, (ii) on the date (the “Trigger Date”) that is six months after any such Reinvestment
Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment
Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date and,
(iii) upon any Asset Sale pursuant to Section 7.5(w), if the Consolidated Net Total Leverage Ratio on a pro forma basis is greater than
6:00 to 1.00, at least 25% of the Net Cash Proceeds such of Asset Sale shall be used to prepay Term Loans within 90 days of the closing
date of such Disposition (and no Reinvestment Notice shall be delivered with respect thereto).
and (iv) upon any Disposition of the Sports Betting Business, at least 25%
of the Net Cash Proceeds of such Disposition shall be used to prepay Term Loans within 10 Business Days of the closing date of such Disposition
(and no Reinvestment Notice shall be delivered with respect thereto).


 


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


 


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


 






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


 


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


 






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


 


2.13             
Conversion and Continuation Options.


 


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


 






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(b)                Any
Eurocurrency Loan or
SONIA Rate Loan may be continued as such by the Borrower giving irrevocable written notice to the Administrative
Agent,
in the case of Eurocurrency Loans, in accordance with the applicable provisions of the term “Interest
Period” set forth in Section 1.1 and no later than 12:00 Noon, New York City time, on the third Business Day preceding the
proposed continuation date, of the length of the next Interest Period (in
the case of Eurocurrency Loans) to be applicable to such Loans; provided that if any Eurocurrency Loan is so
continued on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts
owing pursuant to Section 2.21; provided, further, that no Eurocurrency Loan or
SONIA Rate Loan under a particular Facility may be continued as such when any Event of Default has occurred and is
continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or
their sole discretion not to permit such continuations; and provided, further, that (i) if the Borrower shall fail to
give any required notice as described above in this paragraph such Eurocurrency Loans shall be automatically continued as
Eurocurrency Loans having an Interest Period of one month’s duration on the last day of such then-expiring Interest Period and, (ii)
if the Borrower shall fail to give any required notice as described above in this paragraph such SONIA Loans shall be automatically
continued as SONIA Rate Loans and (iii) if such continuation is not permitted pursuant to the preceding proviso, such
Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period; provided, further,
that if the Borrower wishes to request Eurocurrency Loans having an Interest Period other than one,
two, three or six months in duration as provided in the definition of “Interest Period,” the
applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested
date of such borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate
Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m.,
three Business Days before the requested date of such borrowing, conversion or continuation, the Administrative Agent shall notify
the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the
Lenders. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.


 


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


 


2.15             
Interest Rates and Payment Dates.


 


(a)               
(i) Each Eurocurrency Loan other than a Eurocurrency Loan that is an Initial Term Loan shall bear interest for each day during
each Interest Period with respect thereto at a rate per annum equal to the Eurocurrency Rate determined for such day plus the Applicable
Margin, (ii) each Eurocurrency Loan that is an Initial Term Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to (A) the greater of (x) the Eurocurrency Rate determined for such day and (y) 0.00% plus (B)
the Applicable Margin and (iii) each Eurocurrency Loan that is a Revolving Loan shall bear interest for each day during each Interest
Period with respect thereto at a rate per annum equal to (A) the greater of (x) the Eurocurrency Rate determined for such day and (y)
0.00% plus (B) the Applicable Margin.


 


(b)               
(i) Each ABR Loan, other than an ABR Loan that is an Initial Term Loan, and each Swingline Loan shall bear interest at a rate per
annum equal to the ABR plus the Applicable Margin and (ii) each ABR Loan that is an Initial Term Loan shall bear interest at a
rate per annum equal to (A) the greater of (x) the ABR and (y) 1.00% plus (B) the Applicable Margin.


 






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(c)               
 Each SONIA Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the SONIA Rate plus the Applicable Margin for SONIA Rate Loans.


 


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


 


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


 


2.16             
Computation of Interest and Fees.


 


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


 


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


 


2.17             
Inability to Determine Interest Rate. (a)If
prior to the first day of any Interest Period for any Eurocurrency Loan or
in connection with any request for a SONIA Rate Loan:


 


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


 






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(ii)the Administrative Agent
shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes
arising after the Closing Date, the Eurocurrency Rate determined or to be determined for such Interest Period or
the SONIA Rate determined or to be determined for such period will not adequately and fairly reflect the cost to such
Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,


 


the Administrative
Agent shall give telecopy notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice
is given (x) any Eurocurrency Loans denominated
in Dollars under the relevant Facility requested to be made on the first day of such Interest Period shall be made as
ABR Loans, (y) any Loans denominated
in Dollars under the relevant Facility that were to have been converted on the first day of such Interest Period to
Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans denominated
in Dollars under the relevant Facility shall be converted, on the last day of the then-current Interest Period with
respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative
Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Loans or
SONIA Rate Loans, as applicable, under the relevant Facility shall be made or continued as such, nor shall the
Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans or
SONIA Rate Loans, as applicable.


 


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


 


(i)              
adequate
and reasonable means do not exist for ascertaining the Relevant Rate for an Permitted Foreign Currency because none of the tenors of
such Relevant Rate (including any forward-looking term rate thereof) is available or published on a current basis and such circumstances
are unlikely to be temporary; or


 


(ii)              
the applicable administrator for the Relevant Rate for such Permitted Foreign Currency
or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying
a specific date after which all tenors of the Relevant Rate for an Permitted Foreign Currency (including any forward-looking term rate
thereof) shall or will no longer be representative or made available, or used for determining the interest rate of loans denominated in
such Permitted Foreign Currency, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is
no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative tenor(s)
of the Relevant Rate for such Permitted Foreign Currency (the latest date on which all tenors of the Relevant Rate for such Permitted
Foreign Currency (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely,
the “Scheduled Unavailability Date”); or


 






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(iii)              
syndicated loans currently being executed and agented in the U.S., are being executed
or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate for an Permitted Foreign
Currency;


 


or
if the events or circumstances of the type described in Section 2.19(c)(i), (ii) or (iii) have occurred with respect to the Successor
Rate then in effect, then, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing the
Relevant Rate for an Permitted Foreign Currency or any then current Successor Rate for an Permitted Foreign Currency in accordance with
this Section 2.19 with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar
credit facilities syndicated and agented in the U.S. and denominated in such Permitted Foreign Currency for such alternative benchmarks,
and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then
existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Permitted Foreign Currency
for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected
by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate,
including for the avoidance of doubt, any adjustment thereto, a “Successor Rate”), and any such amendment shall become effective
at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the
Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice
that such Required Lenders object to such amendment.


 


The
Administrative Agent will promptly (in one or more notices) notify the Company and each Lender of the implementation of any Successor
Rate.


 


Any
Successor Rate shall be implemented in a manner consistent with market practice; provided that to the extent such market practice is not
administratively feasible for the Administrative Agent, such Successor Rate shall be implemented in a manner as otherwise reasonably determined
by the Administrative Agent.


 


Notwithstanding
anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be
deemed to be zero for the purposes of this Agreement and the other Loan Documents.


 


In
connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time
to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming
Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect
to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower
and the Lenders reasonably promptly after such amendment becomes effective.


 


2.18             
Pro Rata Treatment and Payments.


 


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


 






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


 


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


 


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


 






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


 


(f)                
Unless the Administrative Agent shall have been notified in writing byreceived
notice from the Borrower prior to the date ofon
which any payment is due to be
made by the Borrower hereunderthe Administrative Agent
for the account of the Lenders or any Issuing Lender that the Borrower will not make such payment to
the Administrative Agent, the Administrative Agent may assume that the Borrower is
makinghas made such payment,
and the Administrative Agent may, but shall not be required to on
such date in accordance herewith and may, in reliance upon such assumption, make available
to the relevant Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative
Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand,
from each relevant Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon
at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the
Administrative Agent or any Lender against the Borrower.distribute
to the Lenders or the applicable Issuing Lenders, as the case may be, the amount due.


 


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


 


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


 


2.19             
Requirements of Law.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


2.20             
Taxes.


 


(a)               
Except as otherwise provided in this Agreement or as required by law, all payments made by the Borrower or any Loan Party under
this Agreement and the other Loan Documents to any Recipient under this Agreement shall be made free and clear of, and without deduction
or withholding for or on account of, any Taxes. If any Indemnified Taxes or Other Taxes are required to be deducted or withheld from any
such payments, the amounts so payable to the applicable Recipient shall be increased to the extent necessary so that after deduction or
withholding of such Indemnified Taxes and Other Taxes (including Indemnified Taxes attributable to amounts payable under this Section
2.20(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been
made.


 


(b)               
In addition, the Borrower or any Loan Party under this Agreement and the other Loan Documents shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.


 


(c)               
Whenever any Taxes are payable by the Borrower and any Loan Party under this Agreement and the other Loan Documents, as promptly
as possible thereafter the Borrower shall send to the Administrative Agent for the account of the Administrative Agent or Lender, as the
case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof if such receipt is obtainable,
or, if not, such other evidence of payment as may reasonably be required by the Administrative Agent or such Lender. If the Borrower or
any Loan Party under this Agreement and the other Loan Documents fails to pay any Indemnified Taxes or Other Taxes that the Borrower or
any Loan Party under this Agreement and the other Loan Documents is required to pay pursuant to this Section 2.20 (or in respect of which
the Borrower or any Loan Party under this Agreement and the other Loan Documents would be required to pay increased amounts pursuant to
Section 2.20(a) if such Indemnified Taxes or Other Taxes were withheld) when due to the appropriate taxing authority or fails to remit
to the Administrative Agent the required receipts or other required documentary evidence, the Borrower or any Loan Party under this Agreement
and the other Loan Documents shall indemnify the applicable Recipient for any payments by them of such Indemnified Taxes or Other Taxes,
including any amounts payable pursuant to Section 2.20(a), and for any incremental Taxes that become payable by such Recipient as a result
of any such failure within thirty days after the Lender or the Administrative Agent delivers to the Borrower (with a copy to the Administrative
Agent) either (a) a copy of the receipt issued by a Governmental Authority evidencing payment of such Taxes or (b) certificates as to
the amount of such payment or liability prepared in good faith.


 






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(d)                Each
Lender (and, in the case of a pass-through entity, each of its beneficial owners) that is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) (a “Non-US Lender”) shall deliver to the Borrower and the
Administrative Agent (or, in the case of a Participant, to the Borrower and to the Lender from which the related participation shall
have been purchased) (i) two accurate and complete copies of IRS Form W-8ECI, W-8BEN, W-8BEN-E or W-8IMY, and appropriate
attachments, as applicable, or, (ii) in the case of a Non-US Lender claiming exemption from United States federal withholding tax
under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a statement substantially
in the form of Exhibit F and two accurate and complete copies of IRS Form W-8BEN or W-8BEN-E or W-8IMY, and appropriate attachments,
as applicable, or any subsequent versions or successors to such forms, in each case properly completed and duly executed by such
Non-US Lender claiming complete exemption from, or a reduced rate of, United States federal withholding tax on all payments by the
Borrower or any Loan Party under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-US Lender on
or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant
purchases the related participation). In addition, each Non-US Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-US Lender. Each Non-US Lender shall (i) promptly notify the Borrower at any
time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other
form of certification adopted by the United States taxing authorities for such purpose) and (ii) take such steps as shall not be
disadvantageous to it, in its reasonable judgment, and as may be reasonably necessary (including the re-designation of its lending
office pursuant to Section 2.23) to avoid any requirement of applicable laws of any such jurisdiction that the Borrower or any Loan
Party make any deduction or withholding for Taxes from amounts payable to such Lender. Notwithstanding any other provision of this
paragraph, a Non-US Lender shall not be required to deliver any form pursuant to this paragraph that such Non-US Lender is not
legally able to deliver.


 


(e)               
Each Lender (and, in the case of a Lender that is a non-United States pass-through entity, each of its beneficial owners) that
is a United States person (as such term is defined in Section 7701(a)(30) of the Code) (a “US Lender”) shall deliver
to the Borrower and the Administrative Agent two accurate and complete copies of IRS Form W-9, or any subsequent versions or successors
to such form and certify that such Lender is not subject to backup withholding. Such forms shall be delivered by each US Lender on or
before the date it becomes a party to this Agreement. In addition, each US Lender shall deliver such forms promptly upon the obsolescence
or invalidity of any form previously delivered by such US Lender. Each US Lender shall promptly notify the Borrower at any time it determines
that it is no longer in a position to provide any previously delivered certifications to the Borrower (or any other form of certification
adopted by the United States taxing authorities for such purpose).


 


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


 






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


 


(h)               
Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes
attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified
Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply
with the provisions of Section 10.6(c)(iii) 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 Loan 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 Loan 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 (h).


 


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


 


2.21             
Indemnity. Other than with respect to Taxes, which shall be governed solely by Section 2.20, the Borrower agrees to indemnify
each Lender for, and to hold each Lender harmless from, any loss or expense (other than lost profits, including the loss of Applicable
Margin) that such Lender actually sustains or incurs as a consequence of (a) any failure by the Borrower in making a borrowing of, conversion
into or continuation of Eurocurrency Loans after the Borrower has given notice requesting the same in accordance with the provisions of
this Agreement, (b) any failure by the Borrower in making any prepayment of or conversion from Eurocurrency Loans after the Borrower has
given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment, conversion or continuation
of Eurocurrency Loans on a day that is not the last day of an Interest Period with respect thereto. A reasonably detailed certificate
as to (showing in reasonable detail the calculation of) any amounts payable pursuant to this Section 2.21 submitted to the Borrower by
any Lender shall be presumptively correct in the absence of demonstrable error. This covenant shall survive the termination of this Agreement
and the payment of the Obligations.


 


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


 






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


 


2.24              Replacement
of Lenders. The Borrower shall be permitted to (a) replace with a financial entity or financial entities, or (b) prepay or
terminate, without premium or penalty (but subject to Section 2.21), the Loans or Commitments, as applicable, of any Lender, Issuing
Lender or Swingline Lender (each such Lender, Issuing Lender or Swingline Lender, a “Replaced Lender”) that (i)
requests reimbursement for amounts owing or otherwise results in increased costs imposed on the Borrower or on account of which the
Borrower is required to pay additional amounts to any Governmental Authority pursuant to Section 2.19, 2.20 or 2.21 (to the extent a
request made by a Lender pursuant to the operation of Section 2.21 is materially greater than requests made by other Lenders) or
gives a notice of illegality pursuant to Section 2.22, (ii) is a Defaulting Lender, (iii) is, or the Borrower reasonably believes
could constitute, a Disqualified Institution, or (iv) has refused to consent to any waiver or amendment with respect to any Loan
Document that requires such Lender’s consent and has been consented to by the Required Lenders; provided that, in the
case of a replacement pursuant to clause (a) above, (A) such replacement does not conflict with any Requirement of Law, (B) the
replacement financial entity or financial entities shall purchase, at par, all Loans and other amounts owing to such Replaced Lender
on or prior to the date of replacement (or, in the case of a replacement of an Issuing Lender or Swingline Lender, comply with the
provisions of Section 9.9(c) (to the extent applicable as if such Lender was resigning as Administrative Agent)), (C) the Borrower
shall be liable to such Replaced Lender under Section 2.21 (as though Section 2.21 were applicable) if any Eurocurrency Loan owing
to such Replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (D) the replacement
financial entity or financial entities, (x) if not already a Lender, shall be reasonably satisfactory to the Administrative Agent to
the extent that an assignment to such replacement financial institution of the rights and obligations being acquired by it would
otherwise require the consent of the Administrative Agent pursuant to Section 10.6(b)(i)(B) and (y) shall pay (unless otherwise paid
by the Borrower) any processing and recordation fee required under Section 10.6(b)(ii)(B), (E) the Administrative Agent and any
replacement financial entity or entities shall execute and deliver, and such Replaced Lender shall thereupon be deemed to have
executed and delivered, an appropriately completed Assignment and Assumption to effect such substitution (or, in the case of a
replacement of an Issuing Lender or Swingline Lender, customary assignment documentation), (F) the Borrower shall pay all additional
amounts (if any) required pursuant to Section 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which
such replacement shall be consummated, (G) in respect of a replacement pursuant to clause (iv) above, the replacement financial
entity or financial entities shall consent to such amendment or waiver, (H) any such replacement shall not be deemed to be a waiver
of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Replaced Lender and (I) if such
replacement is in connection with a Repricing Transaction prior to the six-month anniversary of the Amendment No. 4 Effective Date,
the Borrower or the replacement Lender shall pay the Replaced Lender a fee equal to 1% of the aggregate principal amount of its
Initial Term Loans required to be assigned pursuant to this Section 2.24. Prepayments pursuant to clause (b) above (i) shall be
accompanied by accrued and unpaid interest on the principal amount so prepaid up to the date of such prepayment and (ii) shall not
be subject to the provisions of Section 2.18. The termination of the Revolving Commitments of any Lender pursuant to clause (b)
above shall not be subject to the provisions of Section 2.18. In connection with any such replacement under this Section 2.24, if
the Replaced Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any
other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and
delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all obligations of the Borrower
owing to the Replaced Lender relating to the Loans and participations so assigned shall be paid in full to such Replaced Lender,
then such Replaced Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other
documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and
Assumption and/or such other documentation on behalf of such Replaced Lender, and the Administrative Agent shall record such
assignment in the Register.


 


2.25             
Incremental Loans.


 


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


 






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(b)                Such
New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) no Event of Default shall
exist on such Increased Amount Date immediately after giving effect to such New Loan Commitments and the making of any New Loans
pursuant thereto and any transaction consummated in connection therewith subject to the Permitted Acquisition Provisions (as defined
below) and the Limited Condition Acquisition Provision, in connection with any acquisition or investment being made with the
proceeds thereof; (ii) the proceeds of any New Loans shall be used, at the discretion of the Borrower, for any purpose not
prohibited by this Agreement; (iii) the New Loans shall be secured by the Collateral on a pari passu or, at the Borrower’s
option, junior basis (so long as any such New Loan Commitments (and related Obligations) are subject to an Other Intercreditor
Agreement) and shall benefit ratably from the guarantees under the Guarantee and Collateral Agreement; (iv) in the case of New Loans
that are term loans (“New Term Loans”), the maturity date thereof shall not be earlier than the Latest Maturity
Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Latest
Maturing Term Loans (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge
financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for
permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the
Latest Maturity Date or the weighted average life to maturity of the Latest Maturing Term Loans, as applicable); (v) in the case of
any Supplemental Revolving Commitment Increase, (A) the maturity date of such Supplemental Revolving Commitment Increase shall be
the same as the Revolving Termination Date, (B) such Supplemental Revolving Commitment Increase shall require no scheduled
amortization or mandatory commitment reduction prior to the Revolving Termination Date and (C) such Supplemental Revolving
Commitment Increase shall be on the same terms (other than upfront fees payable in connection therewith) and pursuant to the same
documentation applicable to the Revolving Facilities (and, if applicable, a Joinder Agreement); (vi) all terms and documentation
with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably
satisfactory to the Administrative Agent (except to the extent permitted by clauses (iii) and (iv) above and the second to last
sentence of this paragraph); provided that the terms of any Supplemental Revolving Commitment Increase shall be identical to
the terms of the applicable Tranche (or Tranches, as the case may be) of the Revolving Facilities; (vii) such New Loans or New Loan
Commitments (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitment Increases) shall be effected
pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New
Lenders; (viii) to the extent reasonably requested by the Administrative Agent, the Borrower shall deliver or cause to be delivered
(A) customary legal opinions with respect to the due authorization, execution and delivery by the Borrower and each other Loan Party
to be party thereto and the enforceability of the applicable Joinder Agreement, Increase Supplement or Lender Joinder Agreement, as
applicable, the non-conflict of the execution, delivery of and performance of payment obligations under such documentation with this
Agreement and with the organizational documents of the Loan Parties and the effectiveness of the Guarantee and Collateral Agreement
to create a valid security interest, and the effectiveness of specified other Security Documents to perfect such security interests,
in specified Collateral to secure the Obligations, including the New Loan Commitments and the extensions of credit thereunder and
(B) certified copies of the resolutions or other applicable corporate action of each applicable Loan Party approving its entry into
such documents and the transactions contemplated thereby; and (ix) if the initial “spread” (for purposes of this Section
2.25, the “spread” with respect to any Term Loan shall be calculated as the sum of the Eurocurrency Loan margin on the
relevant Term Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging
fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100
basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to any New Term
Loan exceeds the spread then in effect with respect to the Initial Term Loans by more than 0.50%, the Applicable Margin relating to
the Initial Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to
the Initial Term Loans by more than 0.50%; provided that if such New Term Loans include an interest rate floor greater than
the interest rate floor applicable to the Initial Term Loans, such increased amount shall be equated to the applicable interest rate
margin for purposes of determining whether an increase to the Applicable Margin for the Initial Term Loans shall be required, to the
extent an increase in the interest rate floor for the Initial Term Loans would cause an increase in the interest rate then in effect
thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Initial Term Loans shall be
increased by such amount. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New
Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder
Agreement. Notwithstanding anything to the contrary above, in connection with the incurrence of any New Term Loans, if the proceeds
of such New Term Loans are, substantially concurrently with the receipt thereof, to be used, in whole or in part, by the Borrower or
any other Loan Party to finance, in whole or in part, a Permitted Acquisition, then (A) the only representations and warranties that
will be required to be true and correct in all material respects as of the applicable Increase Amount Date shall be (x) the
Specified Representations (conformed as necessary for such Permitted Acquisition) and (y) such of the representations and warranties
made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the
interests of the Lenders, but only to the extent that Holdings or the Borrower (or any Affiliate of Holdings or the Borrower) has
the right to terminate the obligations of Holdings, the Borrower or such Affiliate under such acquisition agreement or not
consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement and (B) no
Event of Default under Sections 8.1(a) or (f) would exist after giving effect to such incurrence (“Permitted
Acquisition Provisions”).


 






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


 


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


 


(e)               
Supplemental Term Loan Commitments and Supplemental Revolving Commitment Increases shall become commitments under this Agreement
pursuant to a supplement specifying the Term Loan Tranche or Revolving Commitments Tranche to be increased, executed by the Borrower and
each increasing Lender substantially in the form attached hereto as Exhibit L-1 (the “Increase Supplement”) or by each
New Lender substantially in the form attached hereto as Exhibit L-2 (the “Lender Joinder Agreement”), as the case may
be, which shall be delivered to the Administrative Agent for recording in the Register. Upon effectiveness of the Lender Joinder Agreement,
each New Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental
Term Loan Commitment shall be a Term Loan or the commitments made pursuant to such Supplemental Revolving Commitment Increase shall be
Revolving Commitments, as applicable.


 


2.26             
Extension of Term Loans and Revolving Commitments.


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 






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2.27             
Successor LIBOR.


 


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


 


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


 


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


 


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


 


then, reasonably promptly after such
determination by the Administrative Agent or receipt by the Administrative Agent of such notice , as applicable, the Administrative
Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or
other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing
convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate,
a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such
amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have
posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders
have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment. If no LIBOR Successor Rate
has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as
applicable), the Administrative Agent will promptly so notify the Borrower and each Lender.
  Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended, (to the extent
of the affected LIBOR Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in
determining the ABR.  Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion
to or continuation of Eurocurrency Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that, will
be deemed to have converted such request into a request for a borrowing of ABR Loans (subject to the foregoing clause (y)) in the
amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no
event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.


 


SECTION 3.           
LETTERS OF CREDIT


 


3.1                 
L/C Commitment.


 


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


 






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


 


(c)            Notwithstanding
any prior specification of a Revolving Facility, the Borrower may request in writing that a Letter of Credit issued under either Revolving
Facility be deemed to be issued under any other Revolving Facility (and such redesignation shall become effective on the date of receipt
by the Administrative Agent of such written request which shall be a Business Day) so long as if at the time of the Administrative Agent’s
receipt of such request the issuance of such a Letter of Credit would be permitted under such Facility pursuant to Section 3.1(a) or
Section 3.1(b), as applicable.


 


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


 


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


 






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3.3           Fees and Other Charges.


 


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


 


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


 


3.4           L/C Participations.


 


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


 






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


 


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


 






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


 


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


 


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


 






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


 


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


 






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


 


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


 


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


 






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


 


SECTION 4.           
REPRESENTATIONS AND WARRANTIES


 


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


 


4.1           Financial
Condition.


 


(a)           The
audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 2010, December 31, 2011 and December
31, 2012, and the related statements of income and of cash flows for the fiscal years ended on such date, reported on by and accompanied
by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the financial condition of Holdings
and its Subsidiaries as at such dates and the results of their operations, their cash flows and their changes in stockholders’
equity for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto and
year-end adjustments, have been prepared in accordance with GAAP (except as otherwise noted therein).


 


(b)           The audited consolidated balance sheet of the Target and its Subsidiaries as at June 30, 2011, June 30, 2012 and June 30, 2013,
and the related statements of income and of cash flows for the fiscal years ended on such date, reported on by and accompanied by an unqualified
report from Ernst & Young LLP, present fairly in all material respects the financial condition of the Target and its Subsidiaries
as at such dates and the results of their operations, their cash flows and their changes in stockholders’ equity for the respective
fiscal years then ended. All such financial statements, including the related schedules and notes thereto and year-end adjustments, have
been prepared in accordance with GAAP (except as otherwise noted therein).


 


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


 






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


 


4.4           Corporate
Power; Authorization; Enforceable Obligations.


 


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


 


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


 


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


 


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


 






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


 


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


 


4.8           Ownership
of Property; Liens. Except as set forth in Schedule 4.8A, each of Holdings and its Restricted Subsidiaries has good title in fee
simple to, or a valid leasehold interest in, all its Real Property, and good title to, or a valid leasehold interest in, all of its other
Property (other than Intellectual Property), in each case, except where the failure to do so would not reasonably be expected to have
a Material Adverse Effect, and none of such Property is subject to any Lien except as permitted by the Loan Documents. Schedule 4.8B
lists all Real Property owned in fee simple with a Fair Market Value in excess of $7,500,000 by any Loan Party as of the Closing Date.


 


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


 


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


 


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


 






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4.12         ERISA.


 


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


 


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


 


(c)           The
Borrower represents and warrants as of the Amendment No. 4 Effective Date that the Borrower is not a Benefit Plan.


 


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


 


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


 


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


 


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


 






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4.17         Security Documents.


 


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


 


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


 






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


 


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


 


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


 


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


 


4.22         Senior
Indebtedness. The Obligations constitute senior Indebtedness in accordance with the terms of the 2018 Notes, the 2020 Notes and the
2021 Notes.


 


4.23         OFAC.
No Loan Party, nor, to the knowledge of any Loan Party, any Related Party, (i) is currently the subject of any Sanctions, (ii) is located,
organized or residing in any Designated Jurisdiction, or (iii) is or has been (within the previous five years) engaged in any transaction
with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction.
No Loan, nor the proceeds from any Loan, has been or will be used, directly or indirectly, to lend, contribute, provide or has otherwise
been or will be made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of
any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner
that will result in any violation by any Person (including any Lender, Lead Arranger, Administrative Agent, Issuing Lender or Swingline
Lender) of Sanctions.


 


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


 






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SECTION 5.           
CONDITIONS PRECEDENT


 


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


 


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


 


(b)     Representations and Warranties.
All Specified Merger Agreement Representations shall be true and correct in all material respects on the Closing Date, and all Specified
Representations made by any Loan Party shall be true and correct in all material respects on the Closing Date (other than the Specified
Merger Agreement Representation set forth in Section 4.10(a) of the Merger Agreement, which shall be true and correct in all respects
on the Closing Date);


 


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


 


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


 


(e)     Legal Opinions. The Administrative
Agent shall have received an executed legal opinion of (i) Latham & Watkins LLP, special New York counsel to the Loan Parties, (ii)
Simmons Perrine Moyer Bergman PLC, special Iowa counsel to the Loan Parties, and (iii) Lionel Sawyer & Collins, special Nevada counsel
to the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent;


 


(f)      Closing Certificate. The
Administrative Agent shall have received a certificate of the Borrower and each of the other Loan Parties, dated as of the Closing Date,
each substantially in the form of Exhibit C, with appropriate insertions and attachments;


 


(g)     USA Patriot Act. The Lenders
shall have received from the Borrower and each of the Loan Parties, at least 3 Business Days prior to the Closing Date, documentation
and other information requested by any Lender no less than 10 calendar days prior to the Closing Date that is required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;


 


(h)     Filings. Subject to the last
paragraph of this Section 5.1, each Uniform Commercial Code financing statement and each intellectual property security agreement required
by the Security Documents to be filed in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a
first priority perfected Lien on the Collateral described therein shall have been delivered to the Collateral Agent in proper form for
filing;


 






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(i)      Pledged Stock; Stock Powers.
Subject to the last paragraph of this Section 5.1, the Collateral Agent shall have received the certificates, if any, representing the
shares of Capital Stock held by a Loan Party pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock
power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof;


 


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


 


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


 


(l)      Material
Adverse Effect. Since January 30, 2013, there shall not have occurred any change, effect, development or circumstance that, individually
or in the aggregate, constitutes or is reasonably likely to constitute a Target Material Adverse Effect;


 


(m)    Merger. The Merger shall have
been consummated, or substantially simultaneously with the initial borrowing under the Facilities shall be consummated, in all material
respects in accordance with the terms of the Merger Agreement, without giving effect to any modifications, amendments, consents or waivers
thereto or thereunder that are material and adverse to the Lenders without the prior consent of the Lead Arrangers (such consent not
to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any reduction in the purchase price of less
than or equal to 10% in the aggregate in connection with the Merger shall not be deemed to be material and adverse to the interests of
the Lenders and the Joint Bookrunners; provided that any reduction of the purchase price shall be allocated to a reduction in
any amounts to be funded under the Term Facility);


 


(n)     Financial Statements. The
Joint Bookrunners shall have received (i) audited consolidated balance sheets of each of Holdings and the Target and related statements
of income, changes in equity and cash flows of each of Holdings and the Target for each of their respective three (3) most recently completed
fiscal years ended at least 90 days before the Closing Date and (ii) unaudited consolidated balance sheets and related statements of income
and cash flows of each of Holdings and the Target for each subsequent fiscal quarter after the audited financial statements referred to
above and ended at least 45 days before the Closing Date (other than any fiscal fourth quarter);


 


(o)     Pro Forma Financial Statements.
The Joint Bookrunners shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income
of Holdings and its Subsidiaries (based on the financial statements of Holdings and the Target referred to in clause (n) above) as of
and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days
prior to the Closing Date (or, if the most recently completed fiscal period is the end of a fiscal year, ended at least 90 days before
the Closing Date), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case
of such balance sheet) or at the beginning of such period (in the case of such consolidated statement of income), which need not be prepared
in compliance with Regulation S-X of the Securities Act, as amended, or include adjustments for purchase accounting; and


 






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


 


Each of the requirements set forth in clauses (h) and (i) above (except
(a) to the extent that a Lien on such Collateral may under applicable law be perfected on the Closing Date by the filing of financing
statements under the Uniform Commercial Code and (b) the delivery of stock certificates of the Borrower and its wholly-owned Domestic
Subsidiaries (including Guarantors but other than (x) Immaterial Subsidiaries and (y) Subsidiaries of the Target to the extent stock certificates
issued by such entities are not delivered to the Borrower on the Closing Date) to the extent included in the Collateral, with respect
to which a Lien may be perfected on the Closing Date by the delivery of a stock certificate) shall not constitute conditions precedent
under this Section 5.1 after the Borrower’s use of commercially reasonable efforts to satisfy such requirements without undue burden
or expense; provided that the Borrower hereby agrees to deliver, or cause to be delivered, such documents and instruments, or take
or cause to be taken such other actions, in each case, as may be required to perfect such security interests within ninety (90) days after
the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion).


 


5.2           Conditions to Each Revolving Loan Extension of Credit After Closing Date. The agreement of each Lender to make any Loan
or to issue or participate in any Letter of Credit hereunder on any date after the Closing Date (excluding (i) the borrowing of Initial
Term B-2 Loans and Revolving Loans in connection with the Bally Transactions, (ii) the borrowing of the Initial Term B-3 Loans and Revolving
Loans in connection with the Amendment No. 2 Transactions, (iii) the borrowing of the Initial Term B-4 Loans in connection with the Amendment
No. 3 Transactions and (iv) the borrowing of the Initial Term B-5 Loans in connection with the Amendment No. 4 Transactions) is subject
to the satisfaction of the following conditions precedent:


 


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


 


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


 


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


 






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(d)     Financial Covenant Compliance.
In the case of any borrowing of Revolving Loans or Swingline Loans or issuance, increase, extension or renewal of a Specified Letter of
Credit (unless such Specified Letter of Credit has been cash collateralized in a manner reasonably satisfactory to the relevant Issuing
Lender), in each case, prior to the Bally Acquisition Date, Holdings shall be in compliance with the financial covenant set forth in Section
7.1(a) as of the last day of the four-quarter period (the “Reference Date”) to which the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 6.2(b) relates (without giving pro forma effect to such borrowing, issuance,
increase, extension or renewal or any other borrowing, issuance, increase, extension or renewal or repayment or other termination of Indebtedness
occurring since the Reference Date) regardless of whether such financial covenant is then in effect; provided that this condition
shall not be applicable with respect to any borrowing of Revolving Loans or Swingline Loans or issuance, increase, extension or renewal
of any Letter of Credit on the Bally Acquisition Date in order to consummate the Bally Transactions or on the Amendment No. 2 Effective
Date in order to consummate the Amendment No. 2 Transactions or on the Amendment No. 3 Effective Date in order to consummate the Amendment
No. 3 Transactions or on the Amendment No. 4 Effective Date in order to consummate the Amendment No. 4 Transactions.


 


Each borrowing of a Loan by and issuance, extension
or renewal of a Letter of Credit on behalf of the Borrower hereunder after the Closing Date (excluding (i) the borrowing of Initial Term
B-2 Loans and Revolving Loans in connection with the Bally Transactions, (ii) the borrowing of the Initial Term B-3 Loans and Revolving
Loans in connection with the Amendment No. 2 Transactions, (iii) the borrowing of the Initial Term B-4 Loans in connection with the Amendment
No. 3 Transactions and (iv) the borrowing of the Initial Term B-5 Loans in connection with the Amendment No. 4 Transactions) shall constitute
a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section
5.2 have been satisfied.


 


SECTION 6.           
AFFIRMATIVE COVENANTS


 


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


 


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


 


(a)     within 90 days after the end
of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2013, (i) a copy of the audited consolidated
balance sheet of Holdings and its consolidated Subsidiaries as at the end of such year and the related audited consolidated
statements of income and of cash flows for such year, setting forth, commencing with the financial statements with respect to the
fiscal year ending December 31, 2013, in comparative form the figures as of the end of and for the previous year, reported on
without qualification, exception or explanatory paragraph as to “going concern” or arising out of the scope of the audit
(other than any such exception or explanatory paragraph (but not qualification) that is expressly solely with respect to, or
expressly resulting solely from, an upcoming maturity date of the Facilities occurring within one year from the time such report is
delivered), by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing and
(ii) a management’s discussion and analysis of the important operational and financial developments during such fiscal year;
and


 






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(b)     within 45 days after the end of
each of the first three quarterly periods of each fiscal year of Holdings, commencing with the fiscal quarter ending March 31, 2014, (i)
the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such quarter and the related unaudited
consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter,
setting forth, in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a
Responsible Officer as fairly presenting in all material respects the financial condition of Holdings and its consolidated Subsidiaries
in conformity with GAAP (subject to normal year-end audit adjustments and the lack of complete footnotes) and (ii) a management’s
discussion and analysis of the important operational and financial developments during such fiscal quarter;


 


all such financial statements to be prepared in reasonable detail and
in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as disclosed therein
and except in the case of the financial statements referred to in clause (b), for customary year-end adjustments and the absence of complete
footnotes). Any financial statements or other deliverables required to be delivered pursuant to this Section 6.1 and any financial statements
or reports required to be delivered pursuant to clause (d) of Section 6.2 shall be deemed to have been furnished to the Administrative
Agent on the date that (i) such financial statements or deliverable (as applicable) is posted on the SEC’s website at www.sec.gov
or the website for Holdings and (ii) the Administrative Agent has been provided written notice of such posting.


 


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


 


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


 


(a)     to the extent permitted by the
internal policies of such independent certified public accountants, concurrently with the delivery of the financial statements referred
to in Section 6.1(a), solely to the extent that the financial covenant in Section 7.1(a) was subject to testing during such fiscal year,
a certificate of the independent certified public accountants in customary form reporting on such financial statements stating that in
making the examination necessary therefor no knowledge was obtained of any Default or Event of Default arising from a breach of Section
7.1(a), except as specified in such certificate;


 


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


 






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(c)     not later than 90 days after the
end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2013, a consolidated forecast for the following
fiscal year (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of the following fiscal year
and the related consolidated statements of projected cash flow and projected income (collectively, the “Annual Operating Budget”));


 


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


 


(e)     promptly, such additional financial
and other information as the Administrative Agent (for its own account or upon the request from any Lender) may from time to time reasonably
request.


 


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


 


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


 


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


 






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


 


6.5           Maintenance
of Property; Insurance.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


6.8           Additional
Collateral, etc. 


 


(a)           With
respect to any Property (other than Excluded Collateral) located in the United States having a value, individually or in the
aggregate, of at least $7,500,000 acquired after the Closing Date by any Loan Party (other than (i) any interests in Real Property
and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (ii) any Property subject to a Lien expressly
permitted by Section 7.3(g) or 7.3(y), and (iii) Instruments, Certificated Securities, Securities and Chattel Paper, which are
referred to in the last sentence of this paragraph (a)) as to which the Collateral Agent for the benefit of the Secured Parties does
not have a perfected Lien, promptly (A) give notice of such Property to the Collateral Agent and execute and deliver to the
Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent
reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and
(B) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent, for the benefit of the Secured
Parties, a perfected security interest (to the extent required by the Security Documents and with the priority required by Section
4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral
Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including
the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral
Agreement or by law or as may be reasonably requested by the Collateral Agent. If any amount in excess of $7,500,000 payable under
or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or
Chattel Paper (or, if more than $7,500,000 in the aggregate payable under or in connection with the Collateral shall become
evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or
Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral
Agent to be held as Collateral pursuant to this Agreement.


 






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


 


(c)            Except
as otherwise contemplated by Section 7.7(p), with respect to any new Domestic Subsidiary that is a Non-Excluded Subsidiary created
or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any Subsidiary that was previously an
Excluded Subsidiary that becomes a Non-Excluded Subsidiary) by any Loan Party, promptly (i) give notice of such acquisition or
creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such
amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary to
grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the
Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary that is owned by such
Loan Party, (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock (other than Excluded
Collateral), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party,
and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions
reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security
interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral
described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent the Collateral Agent, for the
benefit of the Secured Parties, has a perfected security interest in the same type of Collateral as of the Closing Date), including
the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral
Agreement or by law or as may be reasonably requested by the Collateral Agent. Without limiting the foregoing, if (i) the aggregate
Consolidated Total Assets or annual consolidated revenues of all Restricted Subsidiaries designated as “Immaterial
Subsidiaries” hereunder shall at any time exceed 7.5% of Consolidated Total Assets or annual consolidated revenues,
respectively, of Holdings and its Restricted Subsidiaries (based on the most recent financial statements delivered pursuant to
Section 6.1 prior to such time) or (ii) if any Restricted Subsidiary shall at any time cease to constitute an Immaterial Subsidiary
under the definition of “Immaterial Subsidiary” (based on the most recent financial statements delivered pursuant to
Section 6.1 prior to such time), the Borrower shall promptly, (x) in the case of clause (i) above, rescind the designation as
 “Immaterial Subsidiaries” of one or more of such Restricted Subsidiaries so that, after giving effect thereto, the
aggregate Consolidated Total Assets or annual consolidated revenues, as applicable, of all Restricted Subsidiaries so designated
(and which designations have not been rescinded) shall not exceed 7.5% of Consolidated Total Assets or annual consolidated revenues,
respectively, of Holdings and its Restricted Subsidiaries (based on the most recent financial statements delivered pursuant to
Section 6.1 prior to such time), as applicable, and (y) in the case of clauses (i) and (ii) above, to the extent not already
effected, (A) cause each affected Restricted Subsidiary to take such actions to become a “Subsidiary Guarantor”
hereunder and under the Guarantee and Collateral Agreement and execute and deliver the documents and other instruments referred to
in this paragraph (c) to the extent such affected Subsidiary is not otherwise an Excluded Subsidiary and (B) cause the owner of the
Capital Stock of such affected Restricted Subsidiary to take such actions to pledge such Capital Stock to the extent required by,
and otherwise in accordance with, the Guarantee and Collateral Agreement and execute and deliver the documents and other instruments
required hereby and thereby unless such Capital Stock otherwise constitutes Excluded Collateral.


 






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


 


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


 


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


 






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


 


6.9          
Use of Proceeds. Use proceeds of the Initial Term B-1 Loans and any Revolving Loans borrowed on the Closing Date to effect
the Transactions, to pay Transaction Costs and for other general corporate purposes of Holdings and its Subsidiaries not prohibited by
this Agreement, use proceeds of the Initial Term B-2 Loans and any Revolving Loans borrowed to effect the Bally Transactions, to pay Bally
Transaction Costs and for other general corporate purposes of Holdings and its Subsidiaries not prohibited by this Agreement, use proceeds
of the Initial Term B-3 Loans and any Revolving Loans borrowed to effect the Amendment No. 2 Transactions, to pay Amendment No. 2 Transaction
Costs and for other general corporate purposes of Holdings and its Subsidiaries not prohibited by this Agreement, use proceeds of the
Initial Term B-4 Loans borrowed to effect the Amendment No. 3 Transactions and to pay Amendment No. 3 Transaction Costs, use proceeds
of the Initial Term B-5 Loans borrowed to effect the Amendment No. 4 Transactions and to pay Amendment No. 4 Transaction Costs and use
proceeds of the Revolving Loans and the Letters of Credit to finance Permitted Acquisitions and Investments permitted hereunder and for
other purposes of Holdings and its Subsidiaries not prohibited by this Agreement.


 


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


 


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


 


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


 


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


 






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SECTION 7.           
NEGATIVE COVENANTS


 


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


 


7.1           Financial Covenant.


 


(a)           
(i)          As of the end of each fiscal quarter of Holdings (commencing with the first such date after the Amendment No. 2 Effective
Date occurs), permit the Consolidated Net First Lien Leverage Ratio as of the end of such fiscal quarter of Holdings and its Restricted
Subsidiaries to be greater than the ratio set forth below opposite such fiscal quarter:


 


	Fiscal Quarter Ended	Consolidated Net

 First Lien Leverage

 Ratio
	Second fiscal quarter of Holdings of 2017

 through first fiscal quarter of Holdings of

 2018 	6.00:1.00
	Second fiscal quarter of Holdings of 2018

 through the first fiscal quarter of Holdings 

of 2019	5.50:1.00
	Second fiscal quarter of Holdings of 2019 

through the third fiscal quarter of Holdings

 of 2020	5.00:1.00
	The last fiscal quarter of Holdings of 2020

 through the third fiscal quarter of Holdings

 of 2021	4.75:1.00
	The last fiscal quarter of Holdings of 2021

 and thereafter	4.50:1.00


  


(ii)       Notwithstanding
Section 7.1(a)(i) above, (A) during the Initial Covenant Relief Period, the Borrower shall not be required to comply with Section 7.1(a)(i)
and (B) commencing with the fiscal quarter ending March 31, 2022, during the Extended Covenant Relief Period, the Borrower shall not permit
the Consolidated Net First Lien Leverage Ratio to exceed the Extended Covenant Relief Period Ratio Levels; provided that, in the
case of each of (A) and (B) (1) for the avoidance of doubt, (I) if at any time during the Covenant Relief Period, a default shall be made
in the due observance or performance by Holdings or any Restricted Subsidiary of any Covenant Relief Period Condition or (II) if the Borrower
shall fail to deliver the Compliance Certificate in respect of the applicable fiscal quarter on or prior to the dates required by this
Agreement, then this Section 7.1(a)(ii) shall be null and void and shall be deemed to not have applied in respect of any fiscal quarter
ending during the Covenant Relief Period, and the Borrower shall have complied with Section 7.1(a)(i) for each such fiscal quarter and
(2) upon termination of the Covenant Relief Period, the maximum Consolidated Net First Lien Leverage Ratio levels for each fiscal quarter
after the Qualifying Quarter shall be those as in effect and set forth in Section 7.1(a)(i) (and, for the avoidance of doubt, the Borrower
shall not have any Cure Right set forth in Section 8.2 during the Covenant Restrictions Period).


 






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(iii)       Notwithstanding
anything to the contrary in the definition of “Consolidated EBITDA”, solely for purposes of Section 7.1(a)(ii), if the Initial
Covenant Relief Period is terminated in accordance with clause (i) of the definition thereof, then (1) Consolidated EBITDA for the Test
Period ending March 31, 2022 shall be deemed to be Consolidated EBITDA for the fiscal quarter ending March 31, 2022 multiplied by 4, (2)
Consolidated EBITDA for the Test Period ending June 30, 2022 shall be deemed to be Consolidated EBITDA for the fiscal quarters ending
March 31, 2022 and June 30, 2022 multiplied by 2 and (3) Consolidated EBITDA for the Test Period ending September 30, 2022 shall be deemed
to be Consolidated EBITDA for the fiscal quarters ending March 31, 2022, June 30, 2022 and September 30, 2022 multiplied by 4/3 (and,
for the avoidance of doubt, the Borrower shall not have any Cure Right set forth in Section 8.2 during the Covenant Restrictions Period).


 


(iv)       Notwithstanding
anything to the contrary in the definition of “Consolidated EBITDA”, solely for purposes of Section 7.1(a)(i), if the Initial
Covenant Relief Period is terminated in accordance with clause (ii) of the definition thereof or the Extended Covenant Relief Period is
terminated in accordance with clause (i) of the definition thereof, then (1) Consolidated EBITDA for the Test Period ending on the last
day of the Qualifying Quarter, shall be deemed to be Consolidated EBITDA for the Qualifying Quarter multiplied by 4, (2) Consolidated
EBITDA for the Test Period ending on the last day of the fiscal quarter immediately following the Qualifying Quarter shall be deemed to
be Consolidated EBITDA for the Qualifying Quarter and the immediately following fiscal quarter multiplied by 2 and (iii) Consolidated
EBITDA for the Test Period ending on the last day of the second fiscal quarter following the Qualifying Quarter shall be deemed to be
Consolidated EBITDA for the Qualifying Quarter and the two fiscal quarters following the Qualifying Quarter multiplied by 4/3 (and, for
the avoidance of doubt, the Borrower shall not have any Cure Right set forth in Section 8.2 during the Covenant Restrictions Period).


 


(b)           Solely during the Initial Covenant Relief Period and notwithstanding anything else to the contrary in this Agreement, (i) the Consolidated
Net First Lien Leverage Ratio shall be deemed to be 3.25 to 1.00 for purposes of the Pricing Grid and (ii) the Eurocurrency Base Rate
with respect to Revolving Loans shall not be less than 0.50%


 


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


 


(a)          Indebtedness of Holdings and any
of its Restricted Subsidiaries pursuant to any Loan Document (including, for the avoidance of doubt, the Term B-5 Commitments and the
Initial Term B-5 Loans contemplated by Amendment No. 4 and the Amendment No. 4 Transactions) or Hedge Agreement or in respect of any Cash
Management Obligations;


 


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


 


(c)          Indebtedness (including Capital
Lease Obligations) secured by Liens in an aggregate principal amount, when combined with the aggregate principal amount of Indebtedness
outstanding under clauses (t)(I) and (u) of this Section 7.2, not to exceed the greater of (i) $100,000,000 and (ii) 3.0% of Consolidated
Total Assets at the time of such incurrence, at any one time outstanding;


 






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(d)          (i) Indebtedness outstanding on
the Closing Date (after giving effect to the Transactions) or on the Bally Acquisition Date (after giving effect to the Bally Transactions),
as applicable, or committed to be incurred as of such date and listed on Schedule 7.2(d) (as supplemented pursuant to Amendment No. 1
on the Bally Acquisition and Amendment Effectiveness Date) and any Permitted Refinancing thereof, (ii) Indebtedness incurred in connection
with transactions permitted under Section 7.10 and any Permitted Refinancing thereof and (iii) Indebtedness contemplated by or incurred
in connection with the Tax Planning Transaction;


 


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


 


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


 


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


 


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


 


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


 


(j)          additional Indebtedness of Holdings
or any of its Restricted Subsidiaries in an aggregate principal amount (for Holdings, the Borrower and all Restricted Subsidiaries), not
to exceed the greater of (i) $200,000,000 and (ii) 4.0% of Consolidated Total Assets at the time of such incurrence, at any time outstanding;


 


(k)          Indebtedness of Non-Guarantor
Subsidiaries, in an aggregate principal amount, when combined with the aggregate principal amount of Indebtedness outstanding under clause
(s)(iii) of this Section 7.2, not to exceed the greater of (i) $175,000,000 and (ii) 5.25% of Consolidated Total Assets at the time of
such incurrence, at any time outstanding;


 


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


 






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


 


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


 


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


 


(p)          Indebtedness of Holdings or any
Restricted Subsidiary under the Existing Notes Financing, the New Unsecured Notes, the Amendment No. 4 Secured Notes and any Permitted
Refinancing of any of the foregoing or of the New Secured Notes (without duplication of the Amendment No. 4 Secured Notes or the Initial
Term B-5 Loans referenced in clause (a) of the definition of “Amendment No. 4 Transactions”), and, until the redemption thereof
in connection with the Amendment No. 4 Transactions on or prior to March 2, 2018, the New Secured Notes;


 


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


 


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


 


(s)          (i) Guarantee Obligations made
in the ordinary course of business; provided that such Guarantee Obligations are not of Indebtedness for Borrowed Money, (ii) Guarantee
Obligations in respect of lease obligations of Holdings and its Restricted Subsidiaries, (iii) Guarantee Obligations in respect of Indebtedness
of joint ventures or Unrestricted Subsidiaries; provided that the aggregate principal amount of any such Guarantee Obligations
under this sub-clause (iii), when combined with the aggregate principal amount of Indebtedness outstanding under clause (k) of this Section
7.2, shall not exceed the greater of (A) $175,000,000 and (B) 5.25% of Consolidated Total Assets at the time of such incurrence, at any
time outstanding, (iv) Guarantee Obligations in respect of Indebtedness permitted by clause (r)(ii) above and (v) Guarantee Obligations
by Holdings or any of its Restricted Subsidiaries of any Restricted Subsidiary’s purchase obligations under supplier agreements
and in respect of obligations of or to customers, distributors, franchisees, lessors, licensees and sublicensees; provided that
such Guarantee Obligations are not of Indebtedness for Borrowed Money;


 


(t)          (I)
(x) Indebtedness of any Person that becomes a Restricted Subsidiary or is merged with or into Holdings or any of its Restricted
Subsidiaries after the Closing Date (a “New Subsidiary”) or that is associated with assets being purchased or
otherwise acquired, in each case, as part of an acquisition, merger or consolidation or amalgamation or other Investment not
prohibited hereunder; provided that (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary or
is acquired, merged, consolidated or amalgamated by, with or into Holdings or such Restricted Subsidiary or when such assets are
acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or with such
merger (except to the extent such Indebtedness refinanced other Indebtedness to facilitate such Person becoming a Restricted
Subsidiary or to facilitate such merger) or such asset acquisition, (B) the aggregate principal amount of Indebtedness permitted by
this clause (t)(I) and Sections 7.2(c) and 7.2(u) shall not exceed the greater of (i) $100,000,000 and (ii) 3.0% of Consolidated
Total Assets at the time of such incurrence, at any time outstanding, and (C) neither Holdings nor any of its Restricted
Subsidiaries (other than the applicable New Subsidiary and its Subsidiaries) shall provide security therefor and (y) Permitted
Refinancings of the Indebtedness referred to in clause (x) of this paragraph (t)(I), and (II) Indebtedness assumed or incurred in
connection with the Specified Acquisition in an aggregate amount not to exceed $45,000,000 at any one time outstanding;


 






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(u)          Indebtedness incurred to finance
any acquisition or other Investment permitted under Section 7.7 in an aggregate amount for all such Indebtedness together with the aggregate
principal amount of Indebtedness permitted by Sections 7.2(c) and 7.2(t)(I) not to exceed the greater of (i) $100,000,000 and (ii) 3.0%
of Consolidated Total Assets at the time of such incurrence, at any one time outstanding;


 


(v)          (A) other Indebtedness so long
as, at the time of incurrence thereof, (1) if unsecured or secured on a junior basis to the Obligations, after giving pro forma
effect to the incurrence of such Indebtedness and the intended use of proceeds thereof determined as of the last day of the fiscal quarter
most recently then ended for which financial statements have been delivered pursuant to Section 6.1, the Fixed Charge Coverage Ratio of
Holdings and its Restricted Subsidiaries shall be no less than 2.00 to 1.00, (2) if secured on a pari passu basis with the Obligations,
after giving pro forma effect to the incurrence of such Indebtedness and the intended use of proceeds thereof determined as of
the last day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1,
the Consolidated Net First Lien Leverage Ratio of Holdings and its Restricted Subsidiaries shall be no greater than 3.25 to 1.00, (3)
no Event of Default shall be continuing immediately after giving effect to the incurrence of such Indebtedness; (4) the terms of which
Indebtedness do not provide for a maturity date or weighted average life to maturity earlier than the Latest Maturity Date or shorter
than the weighted average life to maturity of the Latest Maturing Term Loans (other than an earlier maturity date and/or shorter weighted
average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted
into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average
life to maturity than the Latest Maturity Date or the weighted average life to maturity of the Latest Maturing Term Loans, as applicable);
and (5) any such Indebtedness that is secured shall be subject to an Other Intercreditor Agreement; provided that the amount of
Indebtedness which may be incurred pursuant to this paragraph (v) by Non-Guarantor Subsidiaries shall not exceed, at any time outstanding,
the sum of (I) the greater of $100,000,000 and 3.0% of Consolidated Total Assets at the time of such incurrence, plus (II) $400,000,000
so long as the Net Cash Proceeds of such Indebtedness incurred pursuant to this clause (II) is applied to pay or prepay the Obligations,
and (B) Permitted Refinancings of any of the Indebtedness referred to in clause (A) of this paragraph (v);


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(f)          Liens (i) in existence on the
Closing Date (after giving effect to the Transactions) or on the Bally Acquisition Date (after giving effect to the Bally Transactions),
as applicable, listed on Schedule 7.3(f) (as supplemented pursuant to Amendment No. 1 on the Bally Acquisition and Amendment Effectiveness
Date) (or to the extent not listed on such Schedule 7.3(f), where the Fair Market Value of the Property to which such Lien is attached
is less than $10,000,000), (ii) securing Indebtedness permitted by Section 7.2(d) and (iii) created after the Closing Date in connection
with any refinancing, refundings, or renewals or extensions thereof permitted by Section 7.2(d); provided that no such Lien is
spread to cover any additional Property of Holdings or any of its Restricted Subsidiaries after the Closing Date unless such Lien utilizes
a separate basket under this Section 7.3;


 


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


 


(h)          Liens created pursuant to the
Loan Documents;


 


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


 


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






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(y)          other Liens with respect to obligations
that do not exceed the greater of (i) $50,000,000 and (ii) 1.5% of Consolidated Total Assets at the time of such incurrence, at any time
outstanding;


 


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


 


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


 


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


 


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


 


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


 


(ee)          (i) Liens securing the obligations
in respect of the Amendment No. 4 Secured Notes and the documentation relating thereto, and the obligations in respect of any Permitted
Refinancing of any of the foregoing and the documentation relating thereto, so long as such Liens are subject to an Other Intercreditor
Agreement, and (ii) until the redemption thereof in connection with the Amendment No. 4 Transactions on or prior to March 2, 2018, Liens
securing the obligations in respect of the New Secured Notes and the documentation relating thereto, so long as such Liens are subject
to an Other Intercreditor Agreement.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(g)          Holdings and its Restricted Subsidiaries
may consummate the Transactions, the Bally Transactions and the Tax Planning Transaction;


 


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


 


(i)          any Escrow Entity may be merged
with and into the Borrower or any Restricted Subsidiary (provided that the Borrower or such Restricted Subsidiary shall be the
continuing or surviving entity); and


 


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


 






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


 


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


 


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


 


(c)          Dispositions permitted by Section
7.4;


 


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


 


(e)          the
Disposition of assets for Fair Market Value; provided that (i) at least 75% of the total consideration for any such
Disposition in excess of $25,000,000 received by Holdings and its Restricted Subsidiaries is in the form of cash or Cash
Equivalents, (ii) no Event of Default then exists or would result from such Disposition, and (iii) the requirements of Section
2.12(b), to the extent applicable, are complied with in connection therewith; provided, however, that for purposes of
clause (i) above, the following shall be deemed to be cash: (A) any liabilities (as shown on Holdings’ or such Restricted
Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted
Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with
respect to the applicable Disposition and for which Holdings and its Restricted Subsidiaries shall have been validly released by all
applicable creditors in writing, (B) any securities received by Holdings or such Restricted Subsidiary from such transferee that are
converted by Holdings or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents
received in the conversion) within 180 days (or,
if in connection with a Disposition of the Sports Betting Business, 365 days) following the closing of the applicable
Disposition, and (C) any Designated Non-cash Consideration received by Holdings or any of its Restricted Subsidiaries in such
Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant
to this clause (e) that is at that time outstanding, not to exceed the greater of (I) $70,000,000 and (II) 2.253.00%
of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of
each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes
in value);


 






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(f)          (i) any Recovery Event; provided
that the requirements of Section 2.12(b) are complied with in connection therewith and (ii) any event that would constitute a Recovery
Event but for the Dollar threshold set forth in the definition thereof;


 


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


 


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


 


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


 


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


 


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


 


(l)          the transfer of Property (including
Capital Stock of Subsidiaries) of any Loan Party to any Restricted Subsidiary for Fair Market Value;


 


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


 


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


 


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


 






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(p)          Dispositions of Investments in
joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth
in joint venture arrangements and similar binding arrangements; provided that the requirements of Section 2.12(b), to the extent
applicable, are complied with in connection therewith;


 


(q)          Dispositions of any interest held
by Holdings or any of its Restricted Subsidiaries in any Specified Concession Vehicle to another Specified Concession Vehicle in which
Holdings or any Restricted Subsidiary has (or, following such transfer, will have) an interest at least equal to such interest being transferred;


 


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


 


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


 


(t)          Dispositions made on the Closing
Date to consummate the Transactions or made from and after the Closing Date in connection with or as part of the Bally Transactions or
Tax Planning Transaction;


 


(u)          Dispositions involving the spin-off
of a line of business so long as (i) after giving pro forma effect thereto, determined as of the last day of the fiscal quarter
most recently then ended for which financial statements have been delivered pursuant to Section 6.1, the Consolidated Net Total Leverage
Ratio of Holdings and its Restricted Subsidiaries shall be no greater than 4.50 to 1.00, and (ii) no more than 7.0% of Consolidated EBITDA
in the aggregate for all such Dispositions, determined as of the last day of the fiscal quarter most recently then ended for which financial
statements have been delivered pursuant to Section 6.1, is disposed pursuant to this paragraph (u);


 


(v)          the Specified Dispositions; provided
that the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith;


 


(w)          the Disposition of the Social
Gaming Business, including any Unrestricted Subsidiary comprising the Social Gaming Business; and


 


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


 


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


 






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


 


(b)          Holdings may make Restricted Payments
in an aggregate amount not to exceed (i) the Base Available Amount plus (ii) the Available Amount; provided that, in the
case of clause (ii), (A) no Event of Default is continuing or would result therefrom and (B) the Consolidated Net Total Leverage Ratio
shall not exceed 4.50 to 1.00 on a pro forma basis as of the end of the most recently ended Test Period for which financial statements
have been delivered pursuant to Section 6.1 at the time of such Restricted Payment;


 


(c)          Holdings may make Restricted Payments
to any Parent Company to permit such Parent Company to pay (i) any taxes which are due and payable by such Parent Company, Holdings and
its Restricted Subsidiaries as part of a consolidated group to the extent such taxes are directly attributable to the income of Holdings
and its Subsidiaries (the “Consolidated Group”), provided that the total amount of any payment pursuant to this
clause for any taxable period shall not exceed the amount that the Consolidated Group would be required to pay in respect of federal,
state and local income taxes for such period, determined by taking into account any available net operating loss carryovers or other tax
attributes of the Consolidated Group as if the Consolidated Group filed a separate consolidated, combined, unitary or affiliated income
tax return, less the amount of any such taxes payable directly by the Consolidated Group, (ii) customary fees, salary, bonus, severance
and other benefits payable to, and indemnities provided on behalf of, their current and former officers and employees and members of their
Board of Directors, (iii) ordinary course corporate operating expenses and other fees and expenses required to maintain its corporate
existence, (iv) fees and expenses to the extent permitted under clause (i) of the second sentence of Section 7.9, (v) reasonable fees
and expenses incurred in connection with any debt or equity offering by Holdings or any Parent Company, to the extent the proceeds thereof
are (or, in the case of an unsuccessful offering, were intended to be) used for the benefit of Holdings and its Restricted Subsidiaries,
whether or not completed and (vi) reasonable fees and expenses in connection with compliance with reporting obligations under, or in connection
with compliance with, federal or state laws or under this Agreement or any other Loan Document;


 


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


 


(e)          Holdings and any of its
Restricted Subsidiaries may make Restricted Payments to, directly or indirectly, purchase the Capital Stock of Holdings, the
Borrower, any Parent Company or any Subsidiary from present or former officers, directors, consultants, agents or employees (or
their estates, trusts, family members or former spouses) of Holdings, the Borrower, any Parent Company or any Subsidiary upon the
death, disability, retirement or termination of the applicable officer, director, consultant, agent or employee or pursuant to any
equity subscription agreement, stock option or equity incentive award agreement, shareholders’ or members’ agreement or
similar agreement, plan or arrangement; provided that the aggregate amount of payments under this clause (e) in any fiscal
year of Holdings shall not exceed the sum of (i) $20,000,000 in any fiscal year, plus (ii) any proceeds received from key man
life insurance policies, plus (iii) any proceeds received by Holdings, the Borrower, or any Parent Company during such fiscal
year from sales of the Capital Stock of Holdings, the Borrower or any Parent Company to directors, officers, consultants or
employees of Holdings, the Borrower, any Parent Company or any Subsidiary in connection with permitted employee compensation and
incentive arrangements; provided that any Restricted Payments permitted (but not made) pursuant to sub-clause (i), (ii) or
(iii) of this clause (e) in any prior fiscal year may be carried forward to any subsequent fiscal year (subject to an annual cap of
no greater than $40,000,000), and provided, further, that cancellation of Indebtedness owing to Holdings or any
Restricted Subsidiary by any member of management of Holdings, any Parent Company, the Borrower or any Subsidiary in connection with
a repurchase of the Capital Stock of the Borrower, Holdings or any Parent Company will not be deemed to constitute a Restricted
Payment for purposes of this Section 7.6;


 






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


 


(g)          Holdings may make Restricted Payments
with the cash proceeds contributed to its common equity from the Net Cash Proceeds of any Equity Issuance Not Otherwise Applied, so long
as, with respect to any such Restricted Payments, no Event of Default shall have occurred and be continuing or would result therefrom;


 


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


 


(i)          so long as no Event of Default
under Section 8.1(a) or 8.1(f) has occurred and is continuing, Holdings may make Restricted Payments to any Parent Company to enable it
to make payments to the Sponsor or its Affiliates in the form of a management or consulting fee or in respect of expenses or indemnification
payments on terms reasonably acceptable to the Administrative Agent;


 


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


 


(k)          (i) any non-wholly owned Restricted
Subsidiary of Holdings may declare and pay cash dividends to its equity holders generally so long as Holdings or its respective Subsidiary
which owns the equity interests in the Restricted Subsidiary paying such dividend receives at least its proportional share thereof (based
upon its relative holding of the equity interests in the Restricted Subsidiary paying such dividends and taking into account the relative
preferences, if any, of the various classes of equity interest of such Restricted Subsidiary), and (ii) any non-wholly owned Restricted
Subsidiary of Holdings may make Restricted Payments to one or more of its equity holders (which payments need not be proportional) in
lieu of or to effect an earnout so long as (x) such payment is in the form of such Restricted Subsidiary’s Capital Stock and (y)
such Restricted Subsidiary continues to be a Restricted Subsidiary after giving effect thereto;


 






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(l)          Holdings and its Restricted Subsidiaries
may make Restricted Payments on or after the Closing Date to consummate the Transactions (or to comply with their obligations under the
Merger Agreement), the Bally Transactions (or to comply with their obligations under the Bally Merger Agreement) or in connection with
the Tax Planning Transaction, including to make payments in respect of any indemnity and other similar obligations under the Merger Agreement
or the Bally Merger Agreement;


 


(m)          Holdings may make Restricted Payments
in an aggregate amount under this clause (m) not to exceed (x) the greater of (i) $20,000,000 and (ii) 0.75% of Consolidated Total Assets
at the time such Restricted Payment is made, in any fiscal year of Holdings; provided that Holdings may carry forward any unused
amounts under this clause (x) to subsequent fiscal years; less (y) the sum of (i) the aggregate amount of any Investment made pursuant
to Section 7.7(v)(iv) using amounts under this paragraph (m), and (ii) the aggregate amount of any prepayment, redemption, purchase, defeasement
or other satisfaction prior to the scheduled maturity of any Junior Financing, Existing Notes Financing or Permitted Refinancing thereof
pursuant to Section 7.8(iv)(y) during such fiscal year of Holdings;


 


(n)          the payment of dividends and distributions
within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have been permitted
pursuant to another clause of this Section 7.6;


 


(o)          provided that no Event
of Default is continuing or would result therefrom, Holdings may make other Restricted Payments in an amount not to exceed $150,000,000
less (i) the aggregate amount of any prepayment, redemption, purchase, defeasement or other satisfaction prior to the scheduled
maturity of any Junior Financing, Existing Notes Financing or Permitted Refinancing thereof pursuant to Section 7.8(iv)(y) to the
extent not deducted from clause (m) above and (ii) the aggregate amount of any Investment made pursuant to Section 7.7(v)(iv) using amounts
under this paragraph (o); and


 


(p)          Holdings may make Restricted Payments
(to the extent such payments would constitute Restricted Payments) pursuant to and in accordance with any Hedge Agreement in connection
with a convertible debt instrument; provided that, the aggregate amount of all such Restricted Payments minus cash received
from counterparties to such Hedge Agreements upon entering into such Hedge Agreements shall not exceed $50,000,000.


 


7.7           Investments. Make any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to,
or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or all or substantially all of the assets constituting
an ongoing business from, or make any other similar investment in, any other Person (all of the foregoing, “Investments”),
except:


 


(a)          (i) extensions of trade credit
in the ordinary course of business, (ii) loans and advances made to distributors, customers, vendors and suppliers in the ordinary course
of business or in accordance with market practices, (iii) purchases and acquisitions of inventory, supplies, materials and equipment or
purchases of contract rights or licenses or leases of Intellectual Property, in each case in the ordinary course of business, to the extent
such purchases and acquisitions constitute Investments, and (iv) Investments among Holdings and its Restricted Subsidiaries in connection
with the sale of inventory and parts in the ordinary course of business;


 


(b)          Investments in Cash Equivalents
and Investments that were Cash Equivalents when made;


 






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(c)          Investments arising in connection
with (i) the incurrence of Indebtedness permitted by Section 7.2 to the extent arising as a result of Indebtedness among Holdings or any
of its Restricted Subsidiaries and Guarantee Obligations permitted by Section 7.2 and payments made in respect of such Guarantee Obligations,
(ii) the forgiveness or conversion to equity of any Indebtedness permitted by Section 7.2 and (iii) guarantees by Holdings or any of its
Restricted Subsidiaries of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness,
in each case entered into in the ordinary course of business;


 


(d)          loans and advances to employees,
consultants or directors of any Parent Company, Holdings or any of its Restricted Subsidiaries in the ordinary course of business in an
aggregate amount (for Holdings and all of its Restricted Subsidiaries) not to exceed $5,000,000 (excluding (for purposes of such cap)
tuition advances, travel and entertainment expenses, but including relocation expenses) at any one time outstanding;


 


(e)          Investments (i) (other than those
relating to the incurrence of Indebtedness permitted by Section 7.7(c)) by Holdings or any of its Restricted Subsidiaries in Holdings,
the Borrower or any Person that, prior to such Investment, is a Loan Party (or is a Domestic Subsidiary that becomes a Loan Party in connection
with such Investment), (ii) by Loan Parties in any Non-Guarantor Subsidiaries so long as such Investment is part of a series of Investments
by Restricted Subsidiaries in other Restricted Subsidiaries that result in the proceeds of the initial Investment being invested in one
or more Loan Parties and (iii) comprised solely of equity purchases by Holdings or any of its Restricted Subsidiaries in any other Restricted
Subsidiary made for tax purposes, so long as the Borrower provides to the Administrative Agent evidence reasonably acceptable to the Administrative
Agent that, after giving pro forma effect to such Investments, the granting, perfection, validity and priority of the security interest
of the Secured Parties in the Collateral, taken as a whole, is not impaired in any material respect by such Investment;


 


(f)          Permitted Acquisitions to the
extent that any Person or Property acquired in such acquisition becomes a Restricted Subsidiary or a part of a Restricted Subsidiary;
provided that immediately before and after giving effect to any such Permitted Acquisition, no Event of Default shall have occurred
and be continuing; provided, further that Permitted Acquisitions of Persons that do not become Subsidiary Guarantors shall
not exceed 5.0% of Consolidated Total Assets at the time of such Investment;


 


(g)          loans by Holdings or any of its
Restricted Subsidiaries to the employees, officers or directors of any Parent Company, Holdings or any of its Restricted Subsidiaries
in connection with management incentive plans; provided that such loans represent cashless transactions pursuant to which such
employees, officers or directors directly (or indirectly) invest the proceeds of such loans in the Capital Stock of Holdings or a Parent
Company;


 


(h)          Investments
by Holdings and its Restricted Subsidiaries in Unrestricted Subsidiaries, joint ventures or similar arrangements in an aggregate
amount at any time outstanding (for Holdings and all of its Restricted Subsidiaries), not to exceed the sum of (A) the greater of
$250,000,000 and 5.0% of Consolidated Total Assets at the time of such Investment, plus (B) the amount, if any, that is then
available for Investments pursuant to Section 7.7(z)(ii)(A), plus (C) an amount equal to the Base Available Amount, plus
(D) an amount equal to the Available Amount; provided that no Investment may be made pursuant to this clause (h) in any
Unrestricted Subsidiary for the purpose of making a Restricted Payment unless such Investment is made using the Base Available
Amount or the Available Amount (which such use in accordance with this proviso, other than with respect to usage of the Base
Available Amount, shall be subject to the requirement that the Consolidated Net Total Leverage Ratio shall not exceed 4.50 to 1.00
on a pro forma basis as of the end of the most recently ended Test Period for which financial statements have been delivered
pursuant to Section 6.1 at the time of such Investment);


 






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(i)     Investments (including debt obligations)
received in the ordinary course of business by Holdings or any of its Restricted Subsidiaries in connection with the bankruptcy or reorganization
of suppliers, customers and other Persons and in settlement of delinquent obligations of, and other disputes with, suppliers, customers
and other Persons arising in the ordinary course of business;


 


(j)     Investments by any Non-Guarantor
Subsidiary in any other Non-Guarantor Subsidiary;


 


(k)    Investments in existence on, or
pursuant to legally binding written commitments in existence on, the Closing Date (after giving effect to the Transactions) or on the
Bally Acquisition Date (after giving effect to the Bally Transactions), as applicable, and listed on Schedule 7.7 (as supplemented pursuant
to Amendment No. 1 on the Bally Acquisition and Amendment Effectiveness Date) and, in each case, any extensions or renewals thereof, so
long as the amount of any Investment made pursuant to this clause (k) is not increased (other than pursuant to such legally binding commitments);


 


(l)     Investments of Holdings or any
of its Restricted Subsidiaries under Hedge Agreements permitted hereunder;


 


(m)   Investments of any Person in existence
at the time such Person becomes a Restricted Subsidiary; provided that such Investment was not made in connection with or in anticipation
of such Person becoming a Restricted Subsidiary;


 


(n)    Investments made (i) on or prior
to the Closing Date to consummate the Transactions, (ii) on or prior to the Bally Acquisition Date to consummate, or in connection with,
the Bally Transactions (including the Bally Merger) or (iii) in connection with the Tax Planning Transaction;


 


(o)    to the extent constituting Investments,
transactions expressly permitted (other than by reference to this Section 7.7 or any clause thereof) under Sections 7.4, 7.5, 7.6 and
7.8;


 


(p)    Subsidiaries of Holdings may be
established or created, if (i) to the extent such new Subsidiary is a Domestic Subsidiary, Holdings and such Subsidiary comply with the
provisions of Section 6.8(c) and (ii) to the extent such new Subsidiary is a Foreign Subsidiary, Holdings complies with the provisions
of Section 6.8(d); provided that, in each case, to the extent such new Subsidiary is created solely for the purpose of consummating
a merger, consolidation, amalgamation or similar transaction pursuant to an acquisition permitted by this Section 7.7, and such new Subsidiary
at no time holds any assets or liabilities other than any consideration contributed to it contemporaneously with the closing of such transactions,
such new Subsidiary shall not be required to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective
acquisition is consummated (at which time the surviving entity of the respective transaction shall be required to so comply within ten
Business Days or such longer period as the Administrative Agent shall agree);


 






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(q)    Investments arising directly out
of the receipt by Holdings or any of its Restricted Subsidiaries of non-cash consideration for any sale of assets permitted under Section
7.5;


 


(r)     Investments resulting from pledges
and deposits referred to in Sections 7.3(c) and (d);


 


(s)    Investments consisting of (i)
the licensing, sublicensing, cross-licensing, pooling or contribution of, or similar arrangements with respect to, Intellectual Property,
and (ii) the transfer or licensing of non-U.S. Intellectual Property to a Foreign Subsidiary;


 


(t)     any Investment in a Non-Guarantor
Subsidiary or in a joint venture to the extent such Investment is substantially contemporaneously repaid in full with a dividend or other
distribution from such Non-Guarantor Subsidiary or joint venture;


 


(u)    Investments in the ordinary course
of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers;


 


(v)    additional Investments so long
as the aggregate amount thereof outstanding at no time exceeds the sum of (i) the greater of $150,000,000 and 4.5% of Consolidated Total
Assets at the time of such Investment plus (ii) an amount equal to the Base Available Amount plus (iii) an amount equal
to the Available Amount plus (iv) the amount, if any, that is then available for Restricted Payments pursuant to Sections 7.6(m)
and 7.6(o); provided that no Investment may be made pursuant to this clause (v) in any Unrestricted Subsidiary for the purpose
of making a Restricted Payment unless such Investment is made using the Base Available Amount or the Available Amount (which such use
in accordance with this proviso, other than with respect to usage of the Base Available Amount, shall be subject to the requirement that
the Consolidated Net Total Leverage Ratio shall not exceed 4.50 to 1.00 on a pro forma basis as of the end of the most recently
ended Test Period for which financial statements have been delivered pursuant to Section 6.1 at the time of such Investment);


 


(w)   advances of payroll payments to
employees, or fee payments to directors or consultants, in the ordinary course of business;


 


(x)    Investments constituting loans
or advances in lieu of Restricted Payments permitted pursuant to Section 7.6;


 


(y)    Investments to fund or satisfy
any Specified Concession Obligations, including any Investment in any Specified Concession Vehicle (or its equity holders or members)
used by or on behalf of any Specified Concession Vehicle (or its equity holders or members) to fund or satisfy any Specified Concession
Obligations in an aggregate amount not to exceed $200,000,000;


 






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(z)    (i) Investments by any Loan
Party in any Non-Guarantor Subsidiary of Capital Stock, Property and cash with an aggregate value not to exceed the aggregate value
of any Capital Stock, Property and cash previously transferred to any Loan Party pursuant to any Investment made in, or any dividend
or similar distribution paid to, any Loan Party by any Non-Guarantor Subsidiary on and after the Closing Date; provided that
the aggregate amount of any such Investments made in cash by any Loan Party in any Non-Guarantor Subsidiary pursuant to this clause
(i) shall not exceed the aggregate amount of Investments in cash previously made by any Non-Guarantor Subsidiary in any Loan Party
and cash dividends and similar cash distributions received by any Loan Party from any Non-Guarantor Subsidiary, in each case, on and
after the Closing Date; provided, further, that (x) to the extent that any such Investment by any Non-Guarantor
Subsidiary in any Loan Party is made in the form of Indebtedness owing by a Loan Party to a Non-Guarantor Subsidiary, the amount of
any payment of principal and interest and other amounts paid in respect of such Indebtedness shall be treated as an Investment in
the applicable Non-Guarantor Subsidiary and shall be included for purposes of determining compliance with the limitations on
Investments by Loan Parties in Non-Guarantor Subsidiaries, and (y) any such Investment consisting of loans or advances made by any
Non-Guarantor Subsidiary to any Loan Party shall be subordinated to the Obligations in a manner reasonably satisfactory to the
Administrative Agent; provided, however, that the terms of such subordination shall not provide for any restrictions
on repayment of such intercompany Investments unless an Event of Default has occurred and is continuing hereunder; and (ii) other
Investments by any Loan Party in any Non-Guarantor Subsidiary not to exceed the sum of (A) the greater of $150,000,000 and 3.5% of
Consolidated Total Assets, plus (B) the amount, if any, that is then available for Investments pursuant to Section 7.7(h)(A), plus
(C) an amount equal to the Base Available Amount, plus (D) an amount equal to the Available Amount; provided, that no
Investment may be made pursuant to this clause (z) in any Unrestricted Subsidiary for the purpose of making a Restricted Payment
unless such Investment is made using the Base Available Amount or the Available Amount (which such use in accordance with this
proviso, other than with respect to usage of the Base Available Amount, shall be subject to the requirement that the Consolidated
Net Total Leverage Ratio shall not exceed 4.50 to 1.00 on a pro forma basis as of the end of the most recently ended Test
Period for which financial statements have been delivered pursuant to Section 6.1 at the time of such Investment); provided, further,
that any Investment made for the purpose of funding a Permitted Acquisition permitted under Section 7.7(f) shall not be deemed a
separate Investment for the purposes of this clause (z)(ii);


 


(aa)     Investments to the extent that
payment for such Investments is made solely by the issuance of Capital Stock (other than Disqualified Capital Stock) of Holdings (or any
Parent Company) to the seller of such Investments;


 


(bb)     Investments in respect of prize,
jackpot, deposit, payment processing and player account management operations, including as may be placed in trust accounts;


 


(cc)     (i) the Specified Acquisition
and other Investments made in connection therewith; provided that the aggregate amount of all such Investments under this clause
(cc)(i) shall not exceed $15,000,000, and (ii) any Investment permitted under the Bally Merger Agreement to be made by Bally Target prior
to the Bally Acquisition Date with an aggregate purchase price, in the case of this clause (cc)(ii), not to exceed $20,000,000; and


 


(dd)     Investments in any Escrow Entity
in amounts necessary to fund any interest, fees and related obligations in respect of the New Debt.;
and


 


(ee)     to
the extent constituting an Investment, any Capital Stock received as consideration in connection with the Disposition of the Sports Betting
Business.


 


It is further understood and agreed that for purposes of determining
the value of any Investment outstanding for purposes of this Section 7.7, such amount shall be deemed to be the amount of such Investment
when made, purchased or acquired less any returns on such Investment (not to exceed the original amount invested).


 






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7.8           Prepayments, Etc. of Indebtedness; Amendments. Prepay, redeem, purchase, defease or otherwise satisfy prior to the day
that is 90 days before the scheduled maturity thereof in any manner any Indebtedness that is expressly subordinated by contract in right
of payment to the Obligations (other than intercompany Indebtedness so long as no Event of Default shall have occurred and be continuing)
or any Indebtedness that is secured by all or any part of the Collateral on a junior basis relative to the Obligations or any Existing
Notes Financing (collectively, “Junior Financing”) (it being understood that payments of regularly scheduled interest
and principal on all of the foregoing shall be permitted), or make any payment in violation of any subordination terms of any Junior
Financing Documentation, except (i) a prepayment, redemption, purchase, defeasement or other satisfaction of Junior Financing or Existing
Notes Financing made in an amount not to exceed the (A) the Base Available Amount plus (B) the Available Amount; provided
that (x) immediately before and immediately after giving pro forma effect to such prepayment, redemption, purchase, defeasement or other
satisfaction, no Event of Default shall have occurred and be continuing and (y) immediately after giving effect to any such prepayment,
redemption, purchase, defeasement or other satisfaction, other than with respect to usage of the Base Available Amount, the Consolidated
Net Total Leverage Ratio shall not exceed 4.50 to 1.00 on a pro forma basis as of the end of the most recently ended Test Period
for which financial statements have been delivered pursuant to Section 6.1, (ii) the conversion of any Junior Financing or Existing Notes
Financing to Capital Stock (other than Disqualified Capital Stock) or the prepayment, redemption, purchase, defeasement or other satisfaction
of Junior Financing or Existing Notes Financing with the proceeds of an Equity Issuance Not Otherwise Applied (other than Disqualified
Capital Stock or Cure Amounts), (iii) the refinancing of any Junior Financing or Existing Notes Financing with any Permitted Refinancing
thereof, (iv) the prepayment, redemption, purchase, defeasement or other satisfaction prior to the day that is 90 days before the scheduled
maturity of any Junior Financing, Existing Notes Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed (x)
the greater of $150,000,000 and 3.0% of Consolidated Total Assets plus (y) the amount, if any, that is then available for Restricted
Payments pursuant to Section 7.6(m) or (o) (which amounts shall be reduced, without duplication, by any such amount previously utilized
pursuant to this clause (y)), (v) the prepayment, redemption, purchase, defeasance or other satisfaction of any Indebtedness incurred
or assumed pursuant to Section 7.2(t) or (u), and (vi) from and after the Amendment No. 2 Effective Date but on or prior to May 15, 2017
the prepayment, redemption, purchase, defeasance or other satisfaction of any Indebtedness incurred under the 2018 Notes with the exchange
for, or out of the proceeds of, the Additional 2022 Secured Notes or any Permitted Refinancings thereof.


 


7.9           Transactions
with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of Property, the rendering of any
service or the payment of any management, advisory or similar fees, with any Affiliate thereof (other than Holdings or any of its
Restricted Subsidiaries) unless such transaction is (a) otherwise not prohibited under this Agreement and (b) upon fair and
reasonable terms no less favorable to Holdings or such Restricted Subsidiary, as the case may be, than it would obtain in a
comparable arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, Holdings and its
Restricted Subsidiaries may (i) pay to any Parent Company and its Affiliates fees, indemnities and expenses permitted by Section
7.6(i) and/or fees and expenses in connection with the Transactions and the Bally Transactions and disclosed to the Administrative
Agent prior to the Closing Date or the Bally Acquisition Date, as applicable; (ii) enter into any transaction with an Affiliate that
is not prohibited by the terms of this Agreement to be entered into by Holdings or such Restricted Subsidiary with an Affiliate;
(iii) make any Restricted Payment permitted pursuant to Section 7.6 or any Investment permitted pursuant to Section 7.7; (iv)
perform their obligations pursuant to the Transactions, including payments required to be made pursuant to the Merger Agreement, the
Bally Transactions, including payments required to be made pursuant to the Bally Merger Agreement, and the Tax Planning Transaction;
(v) enter into transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the
ordinary course of business; (vi) without being subject to the terms of this Section 7.9, enter into any transaction with any Person
which is an Affiliate of Holdings or the Borrower only by reason of such Person and Holdings or the Borrower, as applicable, having
common directors; (vii) issue Capital Stock to the Sponsor, any other direct or indirect owner of Holdings (including any Parent
Company), or any director, officer, employee or consultant thereof; (viii) enter into the transactions allowed pursuant to Section
10.6; (ix) enter into transactions set forth on Schedule 7.9; and (x) enter into joint purchasing arrangements with the Sponsor in
the ordinary course of business or otherwise consistent with past practice. For the avoidance of doubt, this Section 7.9 shall not
apply to employment, benefits, compensation, bonus, retention and severance arrangements with, and payments of compensation or
benefits (including customary fees, expenses and indemnities) to or for the benefit of, current or former employees, consultants,
officers or directors of Holdings or any of its Restricted Subsidiaries in the ordinary course of business. For purposes of this
Section 7.9, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in clause (b) of the first
sentence hereof if such transaction is approved by a majority of the Disinterested Directors of the Board of Directors of Holdings
or such Restricted Subsidiary, as applicable. “Disinterested Director” shall mean, with respect to any Person and
transaction, a member of the Board of Directors of such Person who does not have any material direct or indirect financial interest
in or with respect to such transaction. A member of any such Board of Directors shall not be deemed to have such a financial
interest by reason of such member’s holding Capital Stock of the Borrower, Holdings or any Parent Company or any options,
warrants or other rights in respect of such Capital Stock.


 






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7.10         Sales
and Leasebacks. Enter into any arrangement with any Person providing for the leasing by Holdings or any of its Restricted Subsidiaries
of real or personal Property which is to be sold or transferred by Holdings or any of its Restricted Subsidiaries (a) to such Person
or (b) to any other Person to whom funds have been or are to be advanced by such Person on the security of such Property or rental obligations
of Holdings or any of its Restricted Subsidiaries, except for (i) any such arrangement entered into in the ordinary course of business
of Holdings or any of its Restricted Subsidiaries, (ii) sales or transfers by Holdings or any of its Restricted Subsidiaries to any Loan
Party, (iii) sales or transfers by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary
and (iv) any such arrangement to the extent that the Fair Market Value of such Property does not exceed the greater of (i) $200,000,000
and (ii) 6.0% of Consolidated Total Assets at the time of such event, in the aggregate for all such arrangements.


 


7.11         Changes
in Fiscal Periods. Permit the fiscal year of Holdings to end on a day other than December 31; provided, that Holdings may,
upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative
Agent, in which case, Holdings, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any
adjustments to this Agreement that are necessary to reflect such change in fiscal year.


 


7.12         Negative Pledge Clauses. Enter into any agreement that prohibits or limits the ability of any Loan Party to create, incur,
assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, to secure the Obligations or, in
the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than:


 


(a)       this Agreement, the other Loan
Documents and any Other Intercreditor Agreement;


 


(b)       any agreements governing Indebtedness
and/or other obligations secured by a Lien permitted by this Agreement (in which case, any prohibition or limitation shall only be effective
against the assets subject to such Liens permitted by this Agreement);


 






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(c)       software and other Intellectual
Property licenses pursuant to which such Loan Party is the licensee of the relevant software or Intellectual Property, as the case may
be (in which case, any prohibition or limitation shall relate only to the assets subject to the applicable license);


 


(d)       Contractual Obligations incurred
in the ordinary course of business which (i) limit Liens on the assets that are the subject of the applicable Contractual Obligation or
(ii) contain customary provisions restricting the assignment, transfer or pledge of such agreements;


 


(e)       any agreements regarding Indebtedness
or other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or limitation shall
only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries);


 


(f)        prohibitions and limitations in
effect on the Closing Date and listed on Schedule 7.12;


 


(g)       customary provisions contained
in joint venture agreements and other similar agreements applicable to joint ventures not prohibited by this Agreement;


 


(h)       customary provisions restricting
the subletting, assignment, pledge or other transfer of any lease governing a leasehold interest;


 


(i)         customary restrictions and conditions
contained in any agreement relating to any Disposition of Property, leases, subleases, licenses, sublicenses, cross license, pooling and
similar agreements not prohibited hereunder;


 


(j)         any agreement in effect at the
time any Person becomes a Subsidiary of Holdings or is merged with or into Holdings, so long as such agreement was not entered into in
contemplation of such Person becoming a Subsidiary of Holdings or of such merger;


 


(k)        restrictions imposed by applicable
law or regulation or license requirements;


 


(l)         restrictions in any agreements
or instruments relating to any Indebtedness permitted to be incurred by this Agreement (including indentures, instruments or agreements
governing any New Incremental Notes, indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures,
instruments or agreements governing any Permitted Refinancings of each of the foregoing) (i) if the encumbrances and restrictions contained
in any such agreement or instrument taken as a whole are not materially more restrictive on the Restricted Subsidiaries than the encumbrances
contained in this Agreement (as determined in good faith by the Borrower) or (ii) if such encumbrances and restrictions are customary
for similar financings in light of prevailing market conditions at the time of incurrence thereof (as determined in good faith by the
Borrower) and the Borrower determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially
impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the Security Documents;


 


(m)       restrictions in respect of Indebtedness
secured by Liens permitted by Sections 7.3(g) and 7.3(y) relating solely to the assets or proceeds thereof secured by such Indebtedness;


 


(n)       customary provisions restricting
assignment of any agreement entered into in the ordinary course of business; and


 






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(o)       restrictions arising in connection
with cash or other deposits not prohibited hereunder and limited to such cash or other deposit.


 


7.13         Clauses
Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary
to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to,
Holdings or any of its Restricted Subsidiaries or (b) make Investments in Holdings or any of its Restricted Subsidiaries, except for
such encumbrances or restrictions existing under or by reason of or consisting of (i) this Agreement or any other Loan Documents and
under any Other Intercreditor Agreement, (ii) an agreement that has been entered into in connection with the Disposition of all or substantially
all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net worth provisions contained in Real Property leases
entered into by Holdings and its Restricted Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions
would not reasonably be expected to impair the ability of the Borrower to meet its ongoing payment obligations hereunder or, in the case
of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, (iv) agreements related to Indebtedness permitted
by this Agreement (including indentures, instruments or agreements governing any New Incremental Notes, indentures, instruments or agreements
governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings of each
of the foregoing) to the extent that (x) the encumbrances and restrictions contained in any such agreement or instrument taken as a whole
are not materially more restrictive on the Restricted Subsidiaries than the encumbrances and restrictions contained in this Agreement
(as determined in good faith by the Borrower) or (y) such encumbrances and restrictions are customary for similar financings in light
of prevailing market conditions at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines
in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability
to pay the Obligations when due, (v) licenses, sublicenses, cross-licensing or pooling by Holdings and its Restricted Subsidiaries of,
or similar arrangements with respect to, Intellectual Property in the ordinary course of business (in which case such restriction shall
relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary
provisions restricting the assignment, transfer or pledge thereof, (vii) customary provisions contained in joint venture agreements and
other similar agreements applicable to joint ventures not prohibited by this Agreement, (viii) customary provisions restricting the subletting
or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating
to any Disposition of Property, leases, subleases, licenses and similar agreements not prohibited hereunder, (x) any agreement in effect
at the time any Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person
becoming a Restricted Subsidiary, (xi) encumbrances or restrictions on cash or other deposits imposed by customers under contracts entered
into in the ordinary course of business, (xii) encumbrances or restrictions imposed by applicable law, regulation or customary license
requirements, (xiii) restrictions contained in the documentation governing the Existing Notes Financing, the 2022 Notes, the 2025 Secured
Notes, the 2026 Secured Notes, the 2026 Notes and/or the New Unsecured Notes, and any Permitted Refinancing of any of the foregoing,
and (xiv) any agreement in effect on the Closing Date and described on Schedule 7.13.


 


7.14         Limitation on Hedge Agreements. Enter into any Hedge Agreement other than Hedge Agreements entered into in the ordinary
course of business, and not for speculative purposes.


 






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SECTION 8.          
EVENTS OF DEFAULT


 


8.1           Events
of Default. If any of the following events shall occur and be continuing:


 


(a)        The Borrower shall fail to pay
(i) any principal of any Loan when due in accordance with the terms hereof, (ii) any principal of any Reimbursement Obligation within
three Business Days after any such Reimbursement Obligation becomes due in accordance with the terms hereof or (iii) any interest owed
by it on any Loan or Reimbursement Obligation, or any other amount payable by it hereunder or under any other Loan Document, within five
Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or


 


(b)       Any representation or warranty
made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate or other document furnished
by it at any time under or in connection with this Agreement or any such other Loan Document shall in either case prove to have been inaccurate
in any material respect and such inaccuracy is adverse to the Lenders on or as of the date made or deemed made or furnished; or


 


(c)       Any Loan Party shall default in
the observance or performance of any agreement contained in Section 7; provided, that, notwithstanding anything to the contrary
herein, an Event of Default by the Borrower under Section 7.1 shall (i) be subject to the cure rights set forth in Section 8.2, and (ii)
not constitute an Event of Default with respect to the Term Facility and any Term Loans unless and until the Required Revolving Lenders
shall have terminated their Revolving Commitments and declared all amounts outstanding under the Revolving Facilities to be due and payable;
or


 


(d)       Any Loan Party shall default in
the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in
paragraphs (a) through (c) of this Section 8.1), and such default shall continue unremedied for a period of 30 days after the earlier
of the date that (x) such Loan Party receives from the Administrative Agent or the Required Lenders notice of the existence of such default
or (y) a Responsible Officer of such Loan Party has knowledge thereof; or


 


(e)        Holdings or any of its
Restricted Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness for Borrowed Money (excluding
the Loans and Reimbursement Obligations) on the scheduled or original due date with respect thereto beyond the period of grace, if
any, provided in the instrument or agreement under which such Indebtedness for Borrowed Money was created; or (ii) default in making
any payment of any interest on any such Indebtedness for Borrowed Money beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness for Borrowed Money was created; or (iii) default in the observance or
performance of any other agreement or condition relating to any such Indebtedness for Borrowed Money or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event of default shall occur, the effect of which payment or
other default or other event of default is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or
agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness for Borrowed Money
to become due prior to its Stated Maturity or to become subject to a mandatory offer to purchase by the obligor thereunder; provided
that (A) a default, event or condition described in this paragraph shall not at any time constitute an Event of Default unless, at
such time, one or more defaults or events of default of the type described in this paragraph shall have occurred and be continuing
with respect to Indebtedness for Borrowed Money the outstanding principal amount of which individually exceeds $50,000,000, and in
the case of Indebtedness for Borrowed Money of the types described in clauses (i) and (ii) of the definition thereof, with respect
to such Indebtedness which exceeds such amount either individually or in the aggregate and (B) this paragraph (e) shall not apply to
(i) secured Indebtedness that becomes due as a result of the sale, transfer, destruction or other disposition of the Property or
assets securing such Indebtedness for Borrowed Money if such sale, transfer, destruction or other disposition is not prohibited
hereunder and under the documents providing for such Indebtedness, or (ii) any Guarantee Obligations except to the extent such
Guarantee Obligations shall become due and payable by any Loan Party and remain unpaid after any applicable grace period or period
permitted following demand for the payment thereof; provided, further, that no Event of Default under this clause (e)
shall arise or result from any change of control (or similar event) under any other Indebtedness for Borrowed Money that is
triggered due to the Permitted Investors (as defined herein) obtaining the requisite percentage contemplated by such change of
control provision, unless both (x) such Indebtedness for Borrowed Money shall become due and payable or shall otherwise be required
to be repaid, repurchased, redeemed or defeased, whether at the option of any holder thereof or otherwise and (y) at such time,
Holdings and/or its Restricted Subsidiaries would not be permitted to repay such Indebtedness for Borrowed Money in accordance with
the terms of this Agreement, or


 






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(f)        (i) Holdings or any of its Restricted
Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such)) shall commence any case, proceeding or other
action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization
or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to
it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all
or any substantial part of its assets, or Holdings or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether
or not then designated as such)) shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against
Holdings or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such)) any case,
proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced
against Holdings or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such))
any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against substantially
all of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or (iv) Holdings or any of its Restricted Subsidiaries (other than any Immaterial
Subsidiary (whether or not then designated as such)) shall consent to or approve of, or acquiesce in, any of the acts set forth in clause
(i), (ii), or (iii) above; or (v) Holdings or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not
then designated as such)) shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they
become due; or


 


(g)       (i) Holdings or any of its
Restricted Subsidiaries shall incur any liability in connection with any “prohibited transaction” (as defined in Section
406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) a failure to meet the minimum funding standards (as defined in
Section 302(a) of ERISA), whether or not waived, shall exist with respect to any Single Employer Plan or any Lien in favor of the
PBGC or a Lien shall arise on the assets of Holdings or any of its Restricted Subsidiaries, (iii) a Reportable Event shall occur
with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably
likely to result in the termination of such Single Employer Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
shall terminate in a distress termination under Section 4041(c) of ERISA or in an involuntary termination by the PBGC under Section
4042 of ERISA, (v) Holdings or any of its Restricted Subsidiaries shall, or is reasonably likely to, incur any liability as a result
of a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur
or exist with respect to a Plan or a Commonly Controlled Plan; and in each case in clauses (i) through (vi) above, which event or
condition, together with all other such events or conditions, if any, would reasonably be expected to result in a direct obligation
of Holdings or any of its Restricted Subsidiaries to pay money that would reasonably be expected to have a Material Adverse Effect;
or


 






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(h)       Other than with respect to the
Colombia Matter, one or more final judgments or decrees shall be entered against Holdings or any of its Restricted Subsidiaries (other
than any Immaterial Subsidiary (whether or not then designated as such)) pursuant to which Holdings and any such Restricted Subsidiaries
taken as a whole has a liability (not paid or fully covered by third-party insurance or effective indemnity) of $50,000,000 or more (net
of any amounts which are covered by insurance or an effective indemnity), and all such judgments or decrees shall not have been vacated,
discharged, dismissed, stayed or bonded within 60 days from the entry thereof; or


 


(i)        (i) Any of the Security Documents
shall cease, for any reason (other than by reason of the express release thereof in accordance with the terms thereof or hereof) to be
in full force and effect or shall be asserted in writing by the Borrower or any Guarantor not to be a legal, valid and binding obligation
of any party thereto, (ii) any security interest purported to be created by any Security Document with respect to any material portion
of the Collateral of the Loan Parties on a consolidated basis shall cease to be, or shall be asserted in writing by any Loan Party not
to be, a valid and perfected security interest (having the priority required by this Agreement or the relevant Security Document) in the
securities, assets or properties covered thereby, except to the extent that (x) any such loss of perfection or priority results from limitations
of foreign laws, rules and regulations as they apply to pledges of Capital Stock in Foreign Subsidiaries or the application thereof, or
from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged
under the Guarantee and Collateral Agreement or otherwise or to file UCC continuation statements, (y) such loss is covered by a lender’s
title insurance policy and the Administrative Agent shall be reasonably satisfied with the credit of such insurer or (z) any such loss
of validity, perfection or priority is the result of any failure by the Collateral Agent to take any action necessary to secure the validity,
perfection or priority of the security interests or (iii) the Guarantee Obligations pursuant to the Security Documents by any Loan Party
of any of the Obligations shall cease to be in full force and effect (other than in accordance with the terms hereof or thereof), or such
Guarantee Obligations shall be asserted in writing by any Loan Party not to be in effect or not to be legal, valid and binding obligations;
or


 






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(j)        (i) Holdings shall cease to
own, directly or indirectly, 100% of the Capital Stock of the Borrower; or (ii) for any reason whatsoever, any “person”
or “group” (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date, but excluding any
employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or
other fiduciary or administrator of any such plan, and excluding the Permitted Investors) shall become the “beneficial
owner” (within the meaning of Rule 13d-3 and 13d-5 of the Exchange Act as in effect on the Closing Date), directly or
indirectly, of more than the greater of (x) 35% of the then outstanding voting securities having ordinary voting power of Holdings
and (y) the percentage of the then outstanding voting securities having ordinary voting power of Holdings owned, directly or
indirectly, beneficially (within the meaning of Rule 13d-3 and 13d-5 of the Exchange Act as in effect on the Closing Date) by the
Permitted Investors (it being understood that if any such person or group includes one or more Permitted Investors, the outstanding
voting securities having ordinary voting power of Holdings directly or indirectly owned by the Permitted Investors that are part of
such person or group shall not be treated as being owned by such person or group for purposes of determining whether this clause (y)
is triggered) (any of the foregoing, a “Change of Control”); then, and in any such event, (A) if such event is an
Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments
shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement
and the other Loan Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, either
or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to
be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the
Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other
Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the case of all
Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to
this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount
equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account
shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion
thereof after all such Letters of Credit shall have expired or been backstopped or been fully drawn upon, if any, shall be applied
to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower
then due and owing hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash
collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly
provided above in this Section 8.1 or otherwise in any Loan Document, presentment, demand and protest of any kind are hereby
expressly waived by the Borrower.


 


8.2           Right to Cure.


 


(a)           Notwithstanding
anything to the contrary contained in Section 8.1, in the event that Holdings fails to comply with the requirements of the financial
covenant set forth in Section 7.1(a) at any time when Holdings is required to comply with such financial covenant pursuant to the
terms thereof, then (A) after the end of the most recently ended fiscal quarter of Holdings until the expiration of the tenth
Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 6.1(a) or (b)
(the last day of such period being the “Anticipated Cure Deadline”), Holdings shall have the right to issue
common Capital Stock for cash and contribute the proceeds therefrom in the form of common Capital Stock or in another form
reasonably acceptable to the Administrative Agent to the Borrower or obtain a contribution to its equity (which shall be in the form
of common equity or otherwise in a form reasonably acceptable to the Administrative Agent) (the “Cure Right”),
and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise by Holdings of
such Cure Right, the calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 7.1(a) shall be
recalculated giving effect to the following pro forma adjustments:


 






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(i)              
Consolidated EBITDA for such fiscal quarter (and for any subsequent period that includes such fiscal quarter) shall be increased,
solely for the purpose of measuring the financial covenant set forth in Section 7.1(a) and not for any other purpose under this Agreement
(including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination
of Available Amount) or determining the Applicable Commitment Fee Rate or Applicable Margin), by an amount equal to the Cure Amount; provided
that no Cure Amount shall reduce Indebtedness on an actual or pro forma basis for any Test Period including the applicable period
for purposes of calculating the financial covenant set forth in Section 7.1(a), nor shall any Cure Amount held by the Borrower qualify
as cash or Cash Equivalents for the purposes of calculating any net obligations or liabilities under the terms of this Agreement; and


 


(ii)              If,
after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the financial covenant
set forth in Section 7.1(a), Holdings shall be deemed to have satisfied the requirements of the financial covenant set forth in Section
7.1(a) as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such
date, and the applicable breach or default of the financial covenant set forth in Section 7.1(a) that had occurred shall be deemed cured
for all purposes of this Agreement; and


 


(B) upon receipt by the Administrative Agent of written notice, on
or prior to the Anticipated Cure Deadline, that Holdings intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders
shall not be permitted to accelerate Loans held by them, to terminate the Revolving Commitments held by them or to exercise remedies against
the Collateral or any other remedies on the basis of a failure to comply with the requirements of the financial covenant set forth in
Section 7.1(a), unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline.


 


(b)           Notwithstanding
anything herein to the contrary, (i) in each four consecutive fiscal-quarter period there shall be at least two fiscal quarters in respect
of which the Cure Right is not exercised, (ii) there can be no more than five fiscal quarters in respect of which the Cure Right is exercised
during the term of the Facilities and (iii) for purposes of this Section 8.2, the Cure Amount utilized shall be no greater than the minimum
amount required to remedy the applicable failure to comply with the financial covenant set forth in Section 7.1(a).


 


SECTION 9.           THE AGENTS


 


9.1           Appointment. Each Lender, Issuing Lender and Swingline Lender hereby irrevocably designates and appoints each Agent as the
agent of such Lender under the Loan Documents and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action
on its behalf under the provisions of the applicable Loan Documents and to exercise such powers and perform such duties as are expressly
delegated to such Agent by the terms of the applicable Loan Documents, together with such other powers as are reasonably incidental thereto,
including the authority to enter into any Other Intercreditor Agreement, any Joinder Agreement, Increase Supplement, Lender Joinder Agreement
and any Extension Amendment. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agents shall not have any
duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise
exist against the Agents.


 






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9.2           Delegation of Duties. Each Agent may execute any of its duties under the applicable Loan Documents by or through any of
its branches, agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.
Neither Agent shall be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable
care. Each Agent and any such agent or attorney-in-fact may perform any and all of its duties by or through their respective Related
Persons. The exculpatory provisions of this Article shall apply to any such agent or attorney-in-fact and to the Related Persons of each
Agent and any such agent or attorney-in-fact, and shall apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Agent.


 


9.3           Exculpatory
Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement
or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court
of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible
in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of
any Loan Party a party thereto to perform its obligations hereunder or thereunder or the creation, perfection or priority of any Lien
purported to be created by the Security Documents or the value or the sufficiency of any Collateral. The Agents shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party, nor shall any Agent
be required to take any action that, in its opinion or the opinion of its counsel, may expose it to liability that is not subject to
indemnification under Section 10.5 or that is contrary to any Loan Document or applicable law. The
Administrative Agent shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any
Lender or any Issuing Lender, any credit or other information concerning the business, prospects, operations, property, financial and
other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the
possession of the Administrative Agent or any of its Related Parties in any capacity, except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent herein.


 


9.4           Reliance
by the Agents. The Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing,
resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and
upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected
by the Agents. Each Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. Each Agent shall be fully justified
in failing or refusing to take any action under the applicable Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority Facility Lenders in respect
of any Facility) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all
liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Agents shall in all
cases be fully protected in acting, or in refraining from acting, under the applicable Loan Documents in accordance with a request
of the Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority Facility Lenders in respect of any
Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans. In determining compliance with any conditions hereunder to the making of a Loan, or the issuance of a
Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, an Issuing Lender or Swingline Lender, the
Agents may presume that such condition is satisfactory to such Lender, Issuing Lender or Swingline Lender unless the Administrative
Agent shall have received notice to the contrary from such Lender, Issuing Lender, or Swingline Lender prior to the making of such
Loan or the issuance of such Letter of Credit.


 






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9.5           Notice
of Default. Neither Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless
such Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a “notice of default.” In the event that an Agent receives such a notice, such Agent
shall give notice thereof to the Lenders. The Agents shall take such action with respect to such Default or Event of Default as shall
be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority Facility Lenders in
respect of any Facility); provided that unless and until such Agent shall have received such directions, such Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.


 


9.6           Non-Reliance
on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors,
employees, agents, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by any Agent hereafter
taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation
or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any
Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation
into the business, operations, Property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates
and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently
and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the applicable Loan
Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, Property, financial
and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Agents hereunder, the Agents shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations, Property, condition (financial or otherwise), prospects
or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of either Agent or any of its
officers, directors, employees, agents, attorneys in fact or Affiliates. Each
Lender and each Issuing Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility
and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as
a Lender or Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein
as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial
instrument, and each Lender and each Issuing Lender agrees not to assert a claim in contravention of the foregoing. Each Lender and each
Issuing Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans
and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Lender, and either it, or the Person
exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities,
is experienced in making, acquiring or holding such commercial loans or providing such other facilities.


 






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9.7           Indemnification. The Lenders severally agree to indemnify each Agent, any Issuing Lender and Swingline Lender in its capacity
as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according
to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section 9.7 (or,
if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may
at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent, any Issuing
Lender or Swingline Lender in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents
or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken
or omitted by such Agent, any Issuing Lender or Swingline Lender under or in connection with any of the foregoing; provided that
no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to
have resulted from such Agent’s, Issuing Lender’s or Swingline Lender’s gross negligence or willful misconduct. The
agreements in this Section 9.7 shall survive the payment of the Loans and all other amounts payable hereunder.


 


9.8           Agent
in Its Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind
of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans or Swingline Loan made or renewed by
it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under the
applicable Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender”
and “Lenders” shall include each Agent in its individual capacity.


 


9.9           Successor
Agents.


 


(a)           Subject
to the appointment of a successor as set forth herein, any Agent may resign upon 30 days’ notice to the Lenders, the Borrower and
the other Agent effective upon appointment of a successor Agent. Upon receipt of any such notice of resignation, the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under
Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower
(which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and
duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other
or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no
successor Agent shall have been so appointed by the Required Lenders with such consent of the Borrower and shall have accepted such appointment
within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders
and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent, that shall
be a bank that has an office in New York, New York with a combined capital and surplus of at least $500,000,000. After any retiring Agent’s
resignation as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement and the other Loan Documents.


 






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(b)           If
at any time either the Borrower or the Required Lenders determine that any Person serving as an Agent is a Defaulting Lender, the
Borrower by notice to the Lenders and such Person or the Required Lenders by notice to the Borrower and such Person may, subject to
the appointment of a successor as set forth herein, remove such Person as an Agent. If such Person is removed as an Agent, the
Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an
Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be continuing) be
subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent
shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as
Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this
Agreement or any holders of the Loans. Such removal will, to the fullest extent permitted by applicable law, be effective on the
date a replacement Agent is appointed.


 


(c)           Any
resignation by the Administrative Agent pursuant to this Section 9 shall also constitute its resignation as Issuing Lender and Swingline
Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, provided
that, to the extent such successor Administrative Agent is not capable of becoming an Issuing Lender such successor shall not so
succeed and become vested and another Issuing Lender may be appointed in accordance with clause (c) of the definitions of “Dollar
Issuing Lender” and “Multi-Currency Issuing Lender,” (ii) the retiring Issuing Lender and Swingline Lender shall be
discharged from all of its respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing
Lender shall issue letters of credit in substitution for or to backstop the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring
Issuing Lender with respect to such Letters of Credit.


 


9.10         Authorization to Release Liens and Guarantees. The Agents are hereby irrevocably authorized by each of the Lenders to effect
any release or subordination of Liens or Guarantee Obligations contemplated by Section 10.15.


 


9.11         Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any Loan Party, to the maximum extent permitted by applicable law, each Agent (irrespective of whether the principal
of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether
either Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


(a)       to file a proof of claim for the
whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are
owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing
Lenders, the Swingline Lender and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders, the Issuing Lenders, the Swingline Lender and the Agents and their respective agents and counsel and all other amounts
due the Lenders, the Issuing Lenders, the Swingline Lender and the Agents under Sections 2.9, 3.3 and 10.5) allowed in such judicial proceeding;
and


 


(b)       to collect and receive any monies
or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, each Issuing Lender and
the Swingline Lender to make such payments to the Agents and, if either Agent shall consent to the making of such payments directly
to the Lenders, Issuing Lenders and Swingline Lender, to pay to such Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of such Agent and its agents and counsel, and any other amounts due to such Agent under Sections 2.9 and
10.5.


 






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Nothing contained herein shall be deemed to authorize
the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender, Issuing Lender or Swingline Lender any
plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, Issuing Lender or
Swingline Lender to authorize such Agent to vote in respect of the claim of any Lender, Issuing Lender or Swingline Lender or in any such
proceeding.


 


9.12         Specified Hedge Agreements and Cash Management Obligations. Except as otherwise expressly set forth herein or in any Security
Documents, to the maximum extent permitted by applicable law, no Person that obtains the benefits of any guarantee by any Guarantor of
the Obligations or any Collateral with respect to any Specified Hedge Agreement entered into by it and Holdings, the Borrower or any Subsidiary
Guarantor or with respect to any Cash Management Obligations owed by Holdings, the Borrower or any Subsidiary Guarantor to such Person
shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document
or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than, if applicable, in its capacity
as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this
Section 9 to the contrary, neither Agent shall be required to verify the payment of, or that other satisfactory arrangements have been
made with respect to, Obligations arising under any Specified Hedge Agreement or with respect to Cash Management Obligations unless such
Agent has received written notice of such Obligations, together with such supporting documentation as it may request, from the applicable
Person to whom such Obligations are owed.


 


9.13         Joint
Bookrunners and Co-Documentation Agents. None of the Joint Bookrunners, the Syndication Agent or the Co-Documentation Agents shall
have any duties or responsibilities hereunder in their respective capacities as such.


 


9.14         Certain ERISA Matters.


 


(a)                   
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and each other Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that at least one of the following is and will be true:


 


(i)          
such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42)
of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments;


 


(ii)         
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38
(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions
determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement;


 






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(iii)         
 (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a)
of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement; or


 


(iv)         such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)          
In addition, unless clause (i) in the immediately preceding paragraph (a) is true with respect to a Lender or such Lender has not
provided another representation, warranty and covenant as provided in clause (iv) in the immediately preceding paragraph (a), such Lender
further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such
Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and each other Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that:


 


(i)          
none of the Administrative Agent or any other Agent or any of their respective Affiliates is a fiduciary with respect to the assets
of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document or any documents related to hereto or thereto);


 


(ii)         
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR
 § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under
management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E);


 


(iii)        
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently,
both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations);


 


(iv)        
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or
both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent
judgment in evaluating the transactions hereunder; and


 


(v)         
no fee or other compensation is being paid directly to the Administrative Agent any other Agent or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.


 






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(c)            The Administrative Agent and each other Agent hereby informs the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such
Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest
or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if
it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the
Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions
contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront
fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees,
letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s
acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


9.15             Recovery
of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment
hereunder in error to any Lender or any Issuing Lender (the “Credit Party”), whether or not in respect of an Obligation due
and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party receiving
a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such
Credit Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date
such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each
Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise
claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation
to return any Rescindable Amount.  The Administrative Agent shall inform each Credit Party promptly upon determining that any payment
made to such Credit Party comprised, in whole or in part, a Rescindable Amount.


 






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SECTION 10.        
MISCELLANEOUS


 


10.1         Amendments
and Waivers.


 


(a)           Except
to the extent otherwise expressly set forth in this Agreement (including Sections 2.25, 2.26, 7.11 and 10.16), neither this Agreement,
any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions
of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, subject to the acknowledgment
of the Administrative Agent, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party
to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the
other Loan Documents for the purpose of adding, deleting or otherwise modifying any provisions to this Agreement or the other Loan Documents
or changing in any manner the rights or obligations of the Agents, the Issuing Lenders, the Swingline Lender or the Lenders or of the
Loan Parties or their Subsidiaries hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the
Administrative Agent may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default
or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification
shall (A) forgive or reduce the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date
or reduce the amount of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest, fee or premium
payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver
shall be effective with the consent of the Required Lenders) and (y) that any amendment or modification of defined terms used in the
financial ratios in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A))
or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Commitment,
in each case without the written consent of each Lender directly and adversely affected thereby; (B) amend, modify or waive any provision
of paragraph (a) of this Section 10.1 without the written consent of all Lenders; (C) reduce any percentage specified in the definition
of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement
and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors
from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders (except
as expressly permitted hereby (including pursuant to Section 7.4 or 7.5) or by any Security Document); (D) amend, modify or waive any
provision of paragraph (a) or (c) of Section 2.18 or Section 6.6 of the Guarantee and Collateral Agreement without the written consent
of all Lenders directly and adversely affected thereby; (E) amend, modify or waive any provision of paragraph (b) of Section 2.18 without
the written consent of the Majority Facility Lenders in respect of each Facility directly and adversely affected thereby; (F) reduce
the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all
Lenders under such Facility; (G) amend, modify or waive any provision of Section 9 without the written consent of the Agents; (H) amend,
modify or waive any provision of Section 3 without the written consent of the Issuing Lenders; (I) with respect to the making of any
Revolving Loan or Swingline Loan or the issuance, extension or renewal of a Letter of Credit after the Closing Date under a Revolving
Facility, waive any of the conditions precedent set forth in Section 5.2 without the consent of the Majority Facility Lenders with respect
to such Revolving Facility (it being understood and agreed that the waiver of any Default or Event of Default effected with the requisite
percentage of Lenders under the other provisions of this Section 10.1 shall be effective to waive such Default or Event of Default, despite
the provisions of this clause (I) and following such waiver such Default or Event of Default shall be treated as cured for all purposes
hereunder, including under Section 5.2 and this clause (I)); (J) reduce any percentage specified in the definition of Required Revolving
Lenders without the written consent of all Revolving Lenders; (K) (i) amend or otherwise modify Section 7.1 (or for the purposes of determining
compliance with Section 7.1, any defined terms used therein), or (ii) waive or consent to any Default or Event of Default resulting from
a breach of Section 7.1 or (iii) alter the rights or remedies of the Required Revolving Lenders arising pursuant to Article VIII as a
result of a breach of Section 7.1, in each case, without the written consent of the Required Revolving Lenders; provided, however,
that the amendments, modifications, waivers and consents described in this clause (K) shall not require the consent of any Lenders other
than the Required Revolving Lenders; or (L) amend, modify or waive any provision of Section 2.6 without the written consent of the Swingline
Lender; provided, further, that the consent of the applicable Majority Facility Lenders shall be required with respect
to any amendment that by its terms adversely affects the rights of Lenders under such Facility in respect of payments hereunder in a
manner different from such amendment that affects other Facilities. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents and all future holders
of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Agents shall be restored to their former position and
rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing
unless limited by the terms of such waiver; but no such waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon. Notwithstanding anything to the contrary herein, any amendment, modification, waiver or other action
which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders
other than Defaulting Lenders or Other Affiliates (other than Debt Fund Affiliates)), except that (x) the Commitment of any such Defaulting
Lender or any such Other Affiliate may not be increased or extended, the maturity of the Loans of any such Defaulting Lender or any such
Other Affiliate may not be extended, the rate of interest on any of such Loans may not be reduced and the principal amount of any of
such Loans may not be forgiven, in each case without the consent of such Defaulting Lender or such Other Affiliate and (y) any amendment,
modification, waiver or other action that by its terms adversely affects any such Defaulting Lender or such Other Affiliate in its capacity
as a Lender in a manner that differs in any material respect from, and is more adverse to such Defaulting Lender or such Other Affiliate
than it is to, other affected Lenders shall require the consent of such Defaulting Lender or such Other Affiliate.


 






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(b)               
Notwithstanding the foregoing, this Agreement may be amended with the written consent of the Required Lenders, the Administrative
Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement (it being understood that no Lender shall
have any obligation to provide or to commit to provide all or any portion of any such additional credit facility) and to permit the extensions
of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits
of this Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees
in respect thereof and (ii) to include appropriately, after the effectiveness of any such amendment (or amendment and restatement), the
Lenders holding such credit facilities in any determination of the Required Lenders and Majority Facility Lenders, as applicable.


 


(c)               
In addition, notwithstanding the foregoing, this Agreement may be amended, with the written consent of the Administrative Agent,
the Borrower and the Lenders providing the relevant Refinancing Term Loans (as defined below), as may be necessary or appropriate, in
the opinion of the Borrower and the Administrative Agent, to provide for the incurrence of Permitted Refinancing Obligations under this
Agreement in the form of a new tranche of Term Loans hereunder (“Refinancing Term Loans”), which Refinancing Term Loans
will be used to refinance all or any portion of the outstanding Term Loans of any Tranche (“Refinanced Term Loans”);
provided that (i) the aggregate principal amount of such Refinancing Term Loans shall not exceed the aggregate principal amount
of such Refinanced Term Loans (plus accrued interest, fees, discounts, premiums and expenses) and (ii) except as otherwise permitted by
the definition of the term “Permitted Refinancing Obligations” (including with respect to maturity and amortization), all
terms (other than with respect to pricing, fees and optional prepayments, which terms shall be as agreed by the Borrower and the applicable
Lenders) applicable to such Refinancing Term Loans shall be substantially identical to, or less favorable to the Lenders providing such
Refinancing Term Loans than, those applicable to such Refinanced Term Loans, other than for any covenants and other terms applicable solely
to any period after the Latest Maturity Date. The Borrower shall notify the Administrative Agent of the date on which the Borrower proposes
that such Refinancing Term Loans shall be made, which shall be a date not less than 10 Business Days after the date on which such notice
is delivered to the Administrative Agent; provided that no such Refinancing Term Loans shall be made, and no amendments relating
thereto shall become effective, unless the Borrower shall deliver or cause to be delivered documents of a type comparable to those described
under clause (vii) of Section 2.25(b).


 


(d)                In
addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the
Borrower and the Lenders providing the relevant Refinancing Revolving Commitments (as defined below), as may be necessary or
appropriate, in the opinion of the Borrower and the Administrative Agent, to provide for the incurrence of Permitted Refinancing
Obligations under this Agreement in the form of a new tranche of Revolving Commitments hereunder (“Refinancing Revolving
Commitments”), which Refinancing Revolving Commitments will be used to refinance all or any portion of the Revolving
Commitments hereunder (“Refinanced Revolving Commitments”); provided that (i) the aggregate amount of such
Refinancing Revolving Commitments shall not exceed the aggregate amount of such Refinanced Revolving Commitments (plus accrued
interest, fees, discounts, premiums and expenses) and (ii) except as otherwise permitted by the definition of the term
 “Permitted Refinancing Obligations” (including with respect to maturity), all terms (other than with respect to pricing
and fees, which terms shall be as agreed by the Borrower and the applicable Lenders) applicable to such Refinancing Revolving
Commitments shall be substantially identical to, or less favorable to the Lenders providing such Refinancing Revolving Commitments
than, those applicable to such Refinanced Revolving Commitments, other than for any covenants and other terms applicable solely to
any period after the Latest Maturity Date. Any Refinancing Revolving Commitments that have the same terms shall constitute a single
Tranche hereunder. The Borrower shall notify the Administrative Agent of the date on which the Borrower proposes that such
Refinancing Revolving Commitments shall become effective, which shall be a date not less than 10 Business Days after the date on
which such notice is delivered to the Administrative Agent; provided that no such Refinancing Revolving Commitments, and no
amendments relating thereto, shall become effective, unless the Borrower shall deliver or cause to be delivered documents of a type
comparable to those described under clause (vii) of Section 2.25(b).


 






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(e)               
Furthermore, notwithstanding the foregoing, if following the Closing Date, the Administrative Agent and the Borrower shall have
jointly identified an ambiguity, mistake, omission, defect, or inconsistency, in each case, in any provision of this Agreement or any
other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall
become effective without any further action or consent of any other party to this Agreement or any other Loan Document if the same is
not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof; it being understood
that posting such amendment electronically on IntraLinks/IntraAgency or another relevant website with notice of such posting by the Administrative
Agent to the Required Lenders shall be deemed adequate receipt of notice of such amendment.


 


(f)                
Furthermore, notwithstanding the foregoing, this Agreement may be amended, supplemented or otherwise modified in accordance with
Section 10.16.


 


(g)               
Notwithstanding anything to the contrary herein, in connection with any amendment, modification, waiver or other action requiring
the consent or approval of the Required Lenders, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate, to account
for more than 49% of the amounts actually included in determining whether the threshold in the definition of Required Lenders has been
satisfied. The voting power of each Lender that is a Debt Fund Affiliate shall be reduced, pro rata, to the extent necessary in
order to comply with the immediately preceding sentence.


 


10.2             
Notices; Electronic Communications.


 


(a)               
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy),
and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days
after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when sent (except in the case of a telecopy notice
not given during normal business hours (New York time) for the recipient, which shall be deemed to have been given at the opening of business
on the next Business Day for the recipient), addressed as follows in the case of the Borrower or the Agents, and as set forth in an administrative
questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such Person or at such other address as may be hereafter
notified by the respective parties hereto:


 






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	The Borrower:	Scientific Games International, Inc.
	 	c/o Scientific Games Corporation
	 	6601 Bermuda Road
	 	Las Vegas, Nevada 89119
	 	Attention: Michael Quartieri, EVP & CFO
	 	Telecopy: (702) 532-7699
	 	Telephone: (702) 532-5936
	 	Email: michael.quartieri@scientificgames.com
	 	 
	 	Attention: David Smail, EVP & CLO
	 	Telephone: (702) 532-7010
	 	Email: david.smail@scientificgames.com




 


	With a copy (which shall	 
	not constitute notice) to:	Latham & Watkins LLP
	 	555 11th Street Northwest
	 	Suite 1000
	 	Washington, DC 20016
	 	Attention: Scott Forchheimer
	 	Telecopy: (202) 637-2201
	 	Telephone: (202) 637-3372




 


	Agents and Swingline Lender:	For Loan Borrowing Notices, Continuations,
    Conversions, and Payments:
	 	 
	 	Bank of America, N.A.
	 	Building C, 2380 Performance Dr.
	 	Richardson, TX 75082
	 	Mail Code: TX2-984-03-23
	 	Attention: Nora J. Taylor
	 	Telecopy: 214-290-9673
	 	Telephone: 469-201-9149
	 	Email: nora.j.taylor@baml.com
	 
	 	For Financial Statements, Certificates, Other
    Information:
	 	 
	 	Bank of America, N.A.
	 	901 Main Street
	 	Dallas, Texas 75202
	 	Mail Code: TX1-492-14-11
	 	Attention: Ronaldo Naval
	 	Telecopy: 877-511-6124
	 	Telephone: 214-209-1162
	 	Email: ronaldo.naval@baml.com




 






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	With a copy (which shall not
	constitute
    notice) to:	Cahill
    Gordon & Reindel LLP
	 	80 Pine
    Street
	 	New York, New York 10005
	 	Attention: Oleg Rezzy
	 	Telecopy: (212) 378-2724
	 	Telephone: (212) 701-3490
	 	Email: orezzy@cahill.com
	 
	Issuing Lender:	Bank of America, N.A.
	 	Mail Code TX1-492-64-01
	 	901 Main, 64th Floor
	 	Dallas, Texas  75202
	 	Attention: Diane Dycus
	 	Telecopy: 214.290.9468
	 	Telephone: 214.209.0935
	 	Email: diane.dycus@baml.com




 


provided that any notice, request or demand to or upon the Agents,
the Lenders or the Borrower shall not be effective until received.


 


(b)               
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to
procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless
otherwise agreed by the Administrative Agent and the applicable Lender. Any Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications.


 


(c)               
The Borrower hereby acknowledges that (i) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders,
the Issuing Lenders and the Swingline Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
 “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”)
and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive information
other than information that is publicly available, or not material with respect to Holdings, the Borrower or its Subsidiaries, or their
respective securities, for purposes of the United States Federal and state securities laws (collectively, “Public Information”).
The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that is
Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a
minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials
 “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lenders, the Swingline Lender
and the Lenders to treat such Borrower Materials as containing only Public Information (although it may be sensitive and proprietary)
(provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated
as set forth in Section 10.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion
of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower
Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public
Side Information”; provided that there is no requirement that the Borrower identify any such information as “PUBLIC.”


 






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(d)               
 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT
THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN
OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY
AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related
Persons (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any Issuing Lender, the
Swingline Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except
to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final
and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Agent Party or any of its
Related Persons; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender,
any Issuing Lender, the Swingline Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as
opposed to direct or actual damages).


 


(e)               
Each of the Borrower, the Administrative Agent, each Issuing Lender and the Swingline Lender may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to such other Persons. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, each
Issuing Lender and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic
mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each
Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender
or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal
securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain information other than Public Information.


 


(f)                
The Administrative Agent, the Issuing Lenders, the Swingline Lender and the Lenders shall be entitled to rely and act upon any
notices (including telephonic notices of borrowing) believed in good faith by the Administrative Agent to be given by or on behalf of
the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by
any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.
All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent,
and each of the parties hereto hereby consents to such recording.


 


10.3             
No Waiver; Cumulative Remedies.


 


(a)                No
failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege
hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.


 






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(b)               
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in
accordance with Section 8.1 for the benefit of all the Lenders, the Issuing Lenders and the Swingline Lender; provided, however,
that the foregoing shall not prohibit (i) each Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Agent) hereunder and under the other Loan Documents, (ii) each Issuing Lender from exercising the rights and
remedies that inure to its benefit (solely in its capacity as Issuing Lender, as the case may be) hereunder and under the other Loan Documents
and the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Swingline Lender,
as the case may be) hereunder and under the other Loan Documents, (iii) any Lender from exercising setoff rights in accordance with 10.7(b)
(subject to the terms of Section 10.7(a)), or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own
behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law.


 


10.4             
Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents
and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery
of this Agreement and the making of the Loans and other extensions of credit hereunder.


 


10.5              Payment
of Expenses; Indemnification. Except with respect to Taxes (other than any Taxes that represent losses, claims or damages
arising from any non-Tax claim), the Borrower agrees (a) to pay or reimburse each Agent for all of its reasonable and documented
out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate
members) and the development, preparation, execution and delivery of this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith and any amendment, supplement or modification hereto or thereto, and, as to
the Agents only, the administration of the transactions contemplated hereby and thereby, including the reasonable fees and
disbursements and other charges of a single firm of counsel to the Agents (plus one firm of special regulatory counsel and one firm
of local counsel per material jurisdiction as may reasonably be necessary in connection with collateral matters) in connection with
all of the foregoing, (b) to pay or reimburse each Lender and each Agent for all their reasonable and documented out-of-pocket costs
and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such
other documents referred to in Section 10.5(a) above (including all such costs and expenses incurred in connection with any legal
proceeding, including any proceeding under any Debtor Relief Law or in connection with any workout or restructuring), including the
documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of special regulatory counsel and a
single firm of local counsel per material jurisdiction as may reasonably be necessary, for the Agents and the Lenders, taken as a
whole and, in the event of an actual or perceived conflict of interest, where the Agent or Lender affected by such conflict informs
the Borrower and thereafter retains its own counsel, one additional counsel for each Lender or Agent or group of Lenders or Agents
subject to such conflict and (c) to pay, indemnify or reimburse each Lender, each Agent, each Issuing Lender, the Swingline Lender,
each Lead Arranger, each Joint Bookrunner and their respective Affiliates, and their respective partners that are natural persons,
members that are natural persons, officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an
 “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations,
losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature
whatsoever, arising out of or in connection with any claim, action or proceeding relating to or otherwise with respect to the
execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other
documents referred to in Section 10.5(a) above and the transactions contemplated hereby and thereby, including any of the foregoing
relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and
other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower hereunder
(all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that, the
Borrower shall not have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such
Indemnified Liabilities have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or its
Related Persons as determined by a court of competent jurisdiction in a final non-appealable decision (or settlement tantamount
thereto), (ii) a material breach of the Loan Documents by such Indemnitee or its Related Persons as determined by a court of
competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto) or (iii) disputes solely among
Indemnitees or their Related Persons (it being understood that this clause (iii) shall not apply to the indemnification of an Agent
or Lead Arranger in a suit involving an Agent or Lead Arranger in its capacity as such that does not involve an act or omission by
any Parent Company, Holdings, Borrower or any of its Subsidiaries as determined by a court of competent jurisdiction in a final
non-appealable decision (or settlement tantamount thereto)). For purposes hereof, a “Related Person” of an Indemnitee
means (i) if the Indemnitee is any Agent or any of its Affiliates or their respective partners that are natural persons, members
that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Agent and its Affiliates and
their respective officers, directors, employees, agents and controlling Persons; provided that solely for purposes of Section
9, references to each Agent’s Related Persons shall also include such Agent’s trustees and advisors, and (ii) if the
Indemnitee is any Lender or any of its Affiliates or their respective partners that are natural persons, members that are natural
persons, officers, directors, employees, agents and controlling Persons, any of such Lender and its Affiliates and their respective
officers, directors, employees, agents and controlling Persons. All amounts due under this Section 10.5 shall be payable promptly
after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be
submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter
designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive
repayment of the Obligations.


 






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10.6             
Successors and Assigns; Participations and Assignments.


 


(a)               
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) subject to Sections 2.24 and
2.26(e), no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6.


 


(b)               
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, assign (other
than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), all or a
portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing
to it) with the prior written consent (such consent not to be unreasonably withheld or delayed, it being understood that it shall be deemed
reasonable for the Borrower to withhold such consent in respect of a prospective Lender if the Borrower reasonably believes such prospective
Lender would constitute a Disqualified Institution) of:


 






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(A)             
 the Borrower; provided that no consent of the Borrower shall be required for an assignment of (x) Term Loans to a Lender,
an Affiliate of a Lender, or an Approved Fund (other than a Defaulting Lender), (y) Revolving Loans to a Revolving Lender, an Affiliate
of a Revolving Lender, or an Approved Fund of a Revolving Lender (other than a Defaulting Lender) or (z) any Loan or Commitment if an
Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person and provided further, that a consent
under this clause (A) shall be deemed given if the Borrower shall not have objected in writing to a proposed assignment within ten Business
Days after receipt by it of a written notice thereof from the Administrative Agent; and


 


(B)             
the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund;


 


(C)             
in the case of an assignment under the Dollar Revolving Facility, each Dollar Issuing Lender and the Swingline Lender; and


 


(D)             
in the case of an assignment under the Multi-Currency Revolving Facility, each Multi-Currency Issuing Lender.


 


(ii)           Subject
to Sections 2.24 and 2.26(e), assignments shall be subject to the following additional conditions:


 


(A)             
except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning
Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption)
shall not be less than (x) $5,000,000, in the case of the Revolving Facilities or (y) $1,000,000, in the case of the Term Facility, unless
the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required
if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect
of each Lender and its Affiliates or Approved Funds, if any;


 


(B)             
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption or Affiliate
Lender Assignment and Assumption, as applicable, via an electronic settlement system acceptable to the Administrative Agent and the Borrower
(or, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 to be paid by either the applicable
assignor or assignee (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only
one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and


 


(C)             
the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable
tax forms.


 


For the purposes of this Section 10.6,
 “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (I) a Lender,
(II) an Affiliate of a Lender, (III) an entity or an Affiliate of an entity that administers or manages a Lender or (IV) an entity
or an Affiliate of an entity that is the investment advisor to a Lender. Notwithstanding the foregoing, no Lender shall be permitted
to make assignments under this Agreement to any Disqualified Institutions without the written consent of the Borrower.


 






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(iii)       Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment
and Assumption or Affiliate Lender Assignment and Assumption, as applicable, the Assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption or Affiliate Lender Assignment and Assumption, as applicable, 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 or Affiliate Lender Assignment and Assumption, as applicable, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption or Affiliate Lender Assignment and Assumption, as applicable, covering
all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be subject to the obligations under and entitled to the benefits of Sections 2.19, 2.20, 2.21, 10.5 and 10.14). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c)
of this Section 10.6 (and will be required to comply therewith), other than any sale to a Disqualified Institution, which shall be null
and void.


 


(iv)       The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of
each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amount (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The Borrower, the Administrative Agent, the Issuing Lenders, the Swingline Lender and
the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement (and the entries in the Register shall be conclusive absent demonstrable error for such purposes), notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Lenders, the Swingline Lender and
any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(v)       Upon
its receipt of a duly completed Assignment and Assumption or Affiliate Lender Assignment and Assumption, as applicable, executed by an
assigning Lender and an Assignee (except as contemplated by Sections 2.24 and 2.26(e)), the Assignee’s completed administrative
questionnaire (unless the Assignee shall already be a Lender hereunder) and all applicable tax forms, the processing and recordation fee
referred to in paragraph (b) of this Section 10.6 (unless waived by the Administrative Agent) and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and promptly record the
information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded
in the Register as provided in this paragraph.


 


(c)                (i)
Any Lender may, without the consent of any Person, in compliance with applicable law, sell participations (other than to any
Disqualified Institution) to one or more banks or other entities (a “Participant”), in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to
it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Lenders, the Swingline Lender and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide
that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly and adversely affected thereby pursuant to the proviso to the second sentence of Section 10.1
and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21 (if such Participant agrees to have related
obligations thereunder) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph
(b) of this Section 10.6. Notwithstanding the foregoing, no Lender shall be permitted to sell participations under this Agreement to
any Disqualified Institutions without the written consent of the Borrower.


 






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(ii)       A
Participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant
is made with the Borrower’s prior written consent to such greater amounts. No Participant shall be entitled to the benefits of Section
2.20 unless such Participant complies with Section 2.20(d), (e) or (g), as (and to the extent) applicable, as if such Participant were
a Lender.


 


(iii)       Each
Lender that sells a participation, acting solely for U.S. federal income tax purposes as a non-fiduciary agent of the Borrower, shall
maintain at one of its offices a register on which it enters the name and addresses of each Participant, and the principal amounts (and
stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments,
Loans, Letters of Credit or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably
and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation
is in registered form under Section 5f.103-1(c) of the Treasury Regulations and Section 1.163-5(b) of the Proposed Treasury Regulations
(or any amended or successor version). Unless otherwise required by the Internal Revenue Service, any disclosure required by the foregoing
sentence shall be made by the relevant Lender directly and solely to the Internal Revenue Service. The entries in the Participant Register
shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary. For the avoidance of
doubt, the Administrative Agent (it its capacity as such) shall have no responsibility for maintaining a Participant Register.


 


(d)               
Any Lender may, without the consent of or notice to the Administrative Agent or the Borrower, at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment
to secure obligations to a Federal Reserve Bank or other central banking authority, and this Section 10.6 shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.


 


(e)               
The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring the same (in
the case of an assignment, following surrender by the assigning Lender of all Notes representing its assigned interests).


 


(f)                 The
Borrower may prohibit any assignment if it would require the Borrower to make any filing with any Governmental Authority or qualify
any Loan or Note under the laws of any jurisdiction and the Borrower shall be entitled to request and receive such information and
assurances as it may reasonably request from any Lender or any Assignee to determine whether any such filing or qualification is
required or whether any assignment is otherwise in accordance with applicable law.


 






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(g)               
Notwithstanding anything to the contrary herein, any Lender may assign all or any portion of its Term Loans hereunder to any Other
Affiliate (including any Debt Fund Affiliate), but only if:


 


(i)              
no Default has occurred and is continuing or would result therefrom;


 


(ii)              
the assigning Lender and Other Affiliate purchasing such Lender’s Term Loans, shall execute and deliver to the Administrative
Agent an assignment agreement substantially in the form of Exhibit E hereto (an “Affiliate Lender Assignment and Assumption”)
in lieu of an Assignment and Assumption;


 


(iii)              
after giving effect to such assignment, Other Affiliates (other than Debt Fund Affiliates) shall not, in the aggregate, own or
hold Term Loans with an aggregate principal amount in excess of 20% of the principal amount of all Term Loans then outstanding (calculated
as of the date of such purchase); and


 


(iv)              
such Other Affiliate (other than Debt Fund Affiliates) shall (A) at the time of such assignment affirm the No Undisclosed Information
Representation, (B) at all times thereafter be subject to the voting restrictions specified in Section 10.1 and (C) at the time of any
sale by it of any portion of such Term Loans, Refinancing Term Loans or New Term Loans (other than a sale to another Other Affiliate),
affirm the No Undisclosed Information Representation.


 


(h)               
Notwithstanding anything to the contrary herein, any Lender may assign all or any portion of its Term Loans hereunder to Holdings
or any of its Subsidiaries, but only if:


 


(i)              
(A) such assignment is made pursuant to a Dutch Auction open to all Term Lenders on a pro rata basis or (B) such assignment
is made as an Open Market Purchase;


 


(ii)              
no Default has occurred and is continuing or would result therefrom;


 


(iii)              
Holdings or its Subsidiary, as applicable, shall at the time of such assignment affirm the No Undisclosed Information Representation;


 


(iv)              
any such Term Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by Holdings or any of
its Subsidiaries; and


 


(v)              
Holdings and its Subsidiaries do not use the proceeds of the Revolving Facilities (whether or not the Revolving Facilities have
been increased pursuant to Section 2.25 or refinanced pursuant to Section 10.1) to acquire such Term Loans.


 


(i)                
Except as provided in Sections 10.6(g) and (h), none of the Sponsor, any Other Affiliate, Holdings or any of its Subsidiaries
may acquire by assignment, participation or otherwise any right to or interest in any of the Commitments or Loans hereunder (and any such
attempted acquisition shall be null and void).


 


(j)                 Notwithstanding
anything to the contrary herein, (i) Other Affiliates (other than Debt Fund Affiliates) shall not have any right to attend
(including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any other Lender to which
representatives of the Borrower are not then present, (ii) Other Affiliates (other than Debt Fund Affiliates) shall not have any
right to receive any information or material prepared by the Administrative Agent or any other Lender or any communication by or
among the Administrative Agent and one or more other Lenders, except to the extent such information or materials have been made
available to the Borrower or their representatives, (iii) no assignments in respect of the Revolving Facilities may be made to the
Sponsor or any Affiliate of the Sponsor and (iv) neither the Sponsor nor any Affiliate of the Sponsor (other than Debt Fund
Affiliates) may be entitled to receive advice of counsel to the Agents or other Lenders and none of them shall challenge any
assertion of attorney-client privilege by any Agent or other Lender.


 






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(k)               
Notwithstanding anything to the contrary contained herein, the replacement of any Lender pursuant to Section 2.24 or 2.26(e) shall
be deemed an assignment pursuant to Section 10.6(b) and shall be valid and in full force and effect for all purposes under this Agreement.


 


(l)                
Any assignor of a Loan or Commitment or seller of a participation hereunder shall be entitled to rely conclusively on a representation
of the assignee Lender or purchaser of such participation in the relevant Assignment and Assumption or participation agreement, as applicable,
that such assignee or purchaser is not a Disqualified Institution. None of the Lead Arrangers, the Joint Bookrunners or the Agents shall
have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to, Disqualified Institutions.


 


10.7             
Adjustments; Set off.


 


(a)               
Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a
particular Facility, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the
Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events
or proceedings of the nature referred to in Section 8.1(f), or otherwise) in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender’s Obligations, such Benefited Lender shall purchase for cash
from the other Lenders a participating interest in such portion of each such other Lender’s Obligations, or shall provide such other
Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or
benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest.


 


(b)               
In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to
the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming
due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) after the expiration of any cure
or grace periods, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional
or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case
whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any Affiliate, branch
or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative
Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect
the validity of such setoff and application.


 


10.8              Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page
of this Agreement by facsimile or electronic (i.e., “pdf” or “tiff”) transmission shall be effective as
delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged
with the Borrower and the Administrative Agent.


 






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10.9             
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


10.10         
Integration. This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Agents and
the Lenders with respect to the subject matter hereof and thereof.


 


10.11         
GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS
TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


10.12         
Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)     submits for itself and its Property
in any legal action or proceeding relating to this Agreement and the other Loan Documents and any Letter of Credit to which it is a party
to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the “New York
Supreme Court”), and the United States District Court for the Southern District of New York (the “Federal District
Court” and, together with the New York Supreme Court, the “New York Courts”), and appellate courts from either
of them; provided that nothing in this Agreement shall be deemed or operate to preclude (i) any Agent from bringing suit or taking
other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations (in which case any
party shall be entitled to assert any claim or defense, including any claim or defense that this Section 10.12 would otherwise require
to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the Administrative
Agent or the Collateral Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and
enforcement of any judgment and (iii) if all such New York Courts decline jurisdiction over any person, or decline (or in the case of
the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may
be brought with respect thereto in another court having jurisdiction;


 


(b)     consents that any such action
or proceeding may be brought in the New York Courts and appellate courts from either of them, and waives any objection that it may now
or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;


 


(c)     agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.2 or at such other
address of which the Administrative Agent shall have been notified pursuant thereto;


 






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(d)     agrees that nothing herein shall
affect the right to effect service of process in any other manner permitted by law; and


 


(e)     waives, to the maximum extent
not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 10.12 any
special, exemplary, punitive or consequential damages (provided that such waiver shall not limit the indemnification obligations
of the Loan Parties to the extent such special, exemplary, punitive or consequential damages are included in any third party claim with
respect to which the applicable Indemnitee is entitled to indemnification under Section 10.5).


 


10.13         
Acknowledgments. The Borrower hereby acknowledges that:


 


(a)     it has been advised by counsel
in the negotiation, execution and delivery of this Agreement and the other Loan Documents;


 


(b)     neither the Agents nor any Lender
has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan
Documents, and the relationship between the Agents and Lenders, on the one hand, and the Borrower, on the other hand, in connection herewith
or therewith is solely that of debtor and creditor;


 


(c)     no joint venture is created hereby
or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower
and the Lenders;


 


(d)     no advisory or agency relationship
between it and any Agent or Lender (in their capacities as such) is intended to be or has been created in respect of any of the transactions
contemplated hereby,


 


(e)     the Agents and the Lenders, on
the one hand, and the Borrower, on the other hand, have an arms-length business relationship,


 


(f)     the Borrower is capable of evaluating
and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other
Loan Documents,


 


(g)     each of the Agents and the Lenders
is engaged in a broad range of transactions that may involve interests that differ from the interests of the Borrower and none of the
Agents or the Lenders has any obligation to disclose such interests and transactions to the Borrower by virtue of any advisory or agency
relationship, and


 


(h)     none
of the Agents or the Lenders (in their capacities as such) has advised the Borrower as to any legal, tax, investment, accounting or
regulatory matters in any jurisdiction (including the validity, enforceability, perfection or avoidability of any aspect of any of
the transactions contemplated hereby under applicable law, including the U.S. Bankruptcy Code or any consents needed in connection
therewith), and none of the Agents or the Lenders (in their capacities as such) shall have any responsibility or liability to the
Borrower with respect thereto and the Borrower has consulted with its own advisors regarding the foregoing to the extent it has
deemed appropriate.


 






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To the fullest extent permitted by law, the Borrower hereby waives
and releases any claims that it may have against the Agents and the Lenders with respect to any breach or alleged breach of agency or
fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


10.14          Confidentiality.
Each of the Agents and the Lenders agree to treat any and all information, regardless of the medium or form of communication, that
is disclosed, provided or furnished, directly or indirectly, by or on behalf of the Borrower or any of its Affiliates in connection
with this Agreement or the transactions contemplated hereby (including any potential amendments, modifications or waivers, or any
request therefor), whether furnished before or after the Closing Date (“Confidential Information”), as strictly
confidential and not to use Confidential Information for any purpose other than evaluating the Transactions, the Bally Transactions,
the Amendment No. 2 Transactions, the Amendment No. 3 Transactions or the Amendment No. 4 Transactions (as applicable) and
negotiating, making available, syndicating and administering this Agreement (the “Agreed Purposes”). Without
limiting the foregoing, each Agent and each Lender agrees to treat any and all Confidential Information with adequate means to
preserve its confidentiality, and each Agent and each Lender agrees not to disclose Confidential Information, at any time, in any
manner whatsoever, directly or indirectly, to any other Person whomsoever, except (1) to its partners that are natural persons,
members that are natural persons, directors, officers, employees, counsel, advisors, trustees and Affiliates (collectively, the
 “Representatives”), to the extent necessary to permit such Representatives to assist in connection with the
Agreed Purposes (it being understood that the Representatives to whom such disclosure is made will be informed of the confidential
nature of such Confidential Information and instructed to keep such Confidential Information confidential, with the applicable Agent
or Lender responsible for the breach of this Section 10.14 by such Representatives as if they were party hereto), (2) to any
pledgee referred to in Section 10.6(d) and prospective Lenders and participants in connection with the syndication (including
secondary trading) of the Facilities and Commitments and Loans hereunder (excluding any Disqualified Institution), in each case who
are informed of the confidential nature of the information and agree to observe and be bound by standard confidentiality terms at
least as favorable to the Borrower and its Affiliates as those contained in this Section 10.14, (3) to any party or prospective
party (or their advisors) to any swap, derivative or similar transaction under which payments are made by reference to the Borrower
and the Obligations, this Agreement or payments hereunder, in each case who are informed of the confidential nature of the
information and agree to observe and be bound by standard confidentiality terms at least as favorable to the Borrower and its
Affiliates as those contained in this Section 10.14, (4) upon the request or demand of any Governmental Authority having or
purporting to have jurisdiction over it, (5) in response to any order of any Governmental Authority or as may otherwise be required
pursuant to any Requirement of Law, provided, that in the case of clauses (4) and (5), the disclosing Agent or Lender, as
applicable, agrees, to the extent practicable and not prohibited by applicable Law, to notify the Borrower prior to such disclosure
and cooperate with the Borrower in obtaining an appropriate protective order, (6) to the extent reasonably required or necessary, in
connection with any litigation or similar proceeding relating to the Facilities, (7) information that has been publicly disclosed
other than in breach of this Section 10.14, (8) to the National Association of Insurance Commissioners or any similar organization
or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in
connection with ratings issued with respect to such Lender or in connection with examinations or audits of such Lender, (9) to the
extent reasonably required or necessary, in connection with the exercise of any remedy under the Loan Documents, (10) to the extent
the Borrower has consented to such disclosure in writing, (11) to any other party to this Agreement, or (12) by the Administrative
Agent to the extent reasonably required or necessary to obtain a CUSIP for any Loans or Commitment hereunder, to the CUSIP Service
Bureau. Each Agent and each Lender acknowledges that (i) Confidential Information includes information that is not otherwise
publicly available and that such non-public information may constitute confidential business information which is proprietary to the
Borrower and/or its Affiliates and (ii) the Borrower has advised the Agents and the Lenders that it is relying on the Confidential
Information for its success and would not disclose the Confidential Information to the Agents and the Lenders without the
confidentiality provisions of this Agreement. All information, including requests for waivers and amendments, furnished by the
Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level
information, which may contain material non-public information about the Borrower and its Affiliates and their related parties or
their respective securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified
in its administrative questionnaire a credit contact who may receive information that may contain material non-public information in
accordance with its compliance procedures and applicable law, including Federal and state securities laws. Notwithstanding any other
provision of this Agreement, any other Loan Document or any Assignment and Assumption, the provisions of this Section 10.14 shall
survive with respect to each Agent and Lender until the second anniversary of such Agent or Lender ceasing to be an Agent or a
Lender, respectively.


 






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10.15         
Release of Collateral and Guarantee Obligations; Subordination of Liens.


 


(a)               
Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection
with any Disposition of Property permitted by the Loan Documents or any Loan Party becoming an Excluded Subsidiary, the Collateral Agent
shall (without notice to, or vote or consent of, any Lender, or any Affiliate of any Lender that is a party to any Specified Hedge Agreement
or documentation in respect of Cash Management Obligations) execute and deliver all releases reasonably necessary or desirable to evidence
the release of Liens created in any Collateral being Disposed of in such Disposition (including any assets of any Loan Party that becomes
an Excluded Subsidiary) or of such Excluded Subsidiary, as applicable, and to provide notices of the termination of the assignment of
any Property for which an assignment had been made pursuant to any of the Loan Documents which is being Disposed of in such Disposition
or of such Excluded Subsidiary, as applicable, and to release any Guarantee Obligations under any Loan Document of any Person being Disposed
of in such Disposition or which becomes an Excluded Subsidiary, as applicable. Any representation, warranty or covenant contained in any
Loan Document relating to any such Property so Disposed of (other than Property Disposed of Holdings or any of its Restricted Subsidiaries)
or of a Loan Party which becomes an Excluded Subsidiary, as applicable, shall no longer be deemed to be repeated once such Property is
so Disposed of.


 


(b)                Notwithstanding
anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (x) obligations in respect of
any Specified Hedge Agreement or Cash Management Obligations and (y) any contingent or indemnification obligations not then due)
have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not cash
collateralized or backstopped or otherwise supported in a manner reasonably satisfactory to the Issuing Lender thereof, upon the
request of the Borrower, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, or any Affiliate of any
Lender that is a party to any Specified Hedge Agreement or documentation in respect of Cash Management Obligations) take such
actions as shall be required to release its security interest in all Collateral, and to release all Guarantee Obligations under any
Loan Document, whether or not on the date of such release there may be outstanding Obligations in respect of Specified Hedge
Agreements or Cash Management Obligations or contingent or indemnification obligations not then due. Any such release of Guarantee
Obligations shall be deemed subject to the provision that such Guarantee Obligations shall be reinstated if after such release any
portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result
of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or
any substantial part of its Property, or otherwise, all as though such payment had not been made.


 






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(c)               
Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection
with any Liens permitted by the Loan Documents, the Collateral Agent shall (without notice to, or vote or consent of, any Lender) take
such actions as shall be required to subordinate the Lien on any Collateral to any Lien permitted under Section 7.3.


 


10.16         
Accounting Changes. In the event that any Accounting Change (as defined below) shall occur and such change results in a
change in the method of calculation of financial ratios, covenants, standards or terms in this Agreement, then following notice either
from the Borrower to the Administrative Agent or from the Administrative Agent to the Borrower (which the Administrative Agent shall give
at the request of the Required Lenders), the Borrower and the Administrative Agent agree to enter into negotiations in order to amend
such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating
Holdings’ financial condition and covenant capacities shall be the same after such Accounting Changes as if such Accounting Changes
had not been made. If any such notices are given then, regardless of whether such notice is given prior to or following such Accounting
Change, until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the
Required Lenders and have become effective, all financial ratios, covenants, standards and terms in this Agreement shall continue to be
calculated or construed as if such Accounting Changes had not occurred. Any amendment contemplated by the prior sentence shall become
effective upon the consent of the Required Lenders, it being understood that a Lender shall be deemed to have consented to and executed
such amendment if such Lender has not objected in writing within five Business Days following receipt of notice of execution of the applicable
amendment by the Borrower and the Administrative Agent, it being understood that the posting of an amendment referred to in the preceding
sentence electronically on IntraLinks/IntraAgency or another relevant website with notice of such posting by the Administrative Agent
to the Lenders shall be deemed adequate receipt of notice of such amendment. “Accounting Changes” refers to changes
in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards
Board of the American Institute of Certified Public Accountants or, if applicable, the SEC, in each case, occurring after the Closing
Date, including any change to IFRS contemplated by the definition of “GAAP.” Without limiting the foregoing, for purposes
of determining compliance with any provision of this Agreement, the determination of whether a lease is to be treated as an operating
lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the
implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal.


 


10.17         
WAIVERS OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT or the transactions
contemplated hereby or thereby AND FOR ANY COUNTERCLAIM THEREIN.


 


10.18         
USA PATRIOT ACT. Each Lender hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title
III of Publ. 107 56 (signed into law October 26, 2001)) (the “USA Patriot Act”), it is required to obtain, verify and
record information that identifies the Loan Parties, which information includes the name and address of such Loan Parties and other information
that will allow such Lender to identify the Loan Parties in accordance with the USA Patriot Act, and the Borrower agrees to provide such
information from time to time to any Lender or Agent reasonably promptly upon request from such Lender or Agent.


 






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10.19         
 Effect of Certain Inaccuracies. In the event that any financial statement delivered pursuant to Section 6.1(a) or (b) or
any Compliance Certificate delivered pursuant to Section 6.2(b) is inaccurate, and such inaccuracy, if corrected, would have led to the
application of a higher Applicable Margin or Applicable Commitment Fee Rate for any period (an “Applicable Period”)
than the Applicable Margin or Applicable Commitment Fee Rate for such Applicable Period, then (i) promptly following the correction of
such financial statement by the Borrower, the Borrower shall deliver to the Administrative Agent a corrected financial statement and a
corrected Compliance Certificate for such Applicable Period, (ii) the Applicable Margin and Applicable Commitment Fee Rate for the Test
Period preceding the delivery of such corrected financial statement and Compliance Certificate shall be determined based on the corrected
Compliance Certificate for such Applicable Period and (iii) the Borrower shall promptly pay to the Administrative Agent the accrued additional
interest or commitment fees owing as a result of such increased Applicable Margin or Applicable Commitment Fee Rate for such Test Period.
This Section 10.19 shall not limit the rights of the Administrative Agent or the Lenders hereunder, including under Section 8.1.


 


10.20         
Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively,
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable
in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the
operation of this Section 10.20 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal
Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


10.21         
Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent,
any Issuing Lender, the Swingline Lender or any Lender, or the Administrative Agent, any Issuing Lender, the Swingline Lender or any Lender
exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared
to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent,
such Issuing Lender, Swingline Lender or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection
with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender, each Issuing Lender and the Swingline Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective
Rate from time to time in effect. The obligations of the Lenders, the Issuing Lenders and the Swingline Lender under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.


 






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10.22         
Electronic Execution of Assignments and Certain Other Documents.
The words “execution,” “execute,” “signed,” “signature,” and words of like import in
or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without
limitation Assignment and Assumptions, amendments or other notices of borrowing, waivers and consents) shall be deemed to include electronic
signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative
Agent, or the keeping of records in electronic form, each of.
This Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization
related to this Agreement (each a “Communication”), including Communications required to be in writing, may be in the form
of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties agrees that any Electronic Signature
on or associated with any Communication shall be valid and binding on each of the Loan Parties to the same extent as a manual, original
signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of
each of the Loan Parties enforceable against such in accordance with the terms thereof to the same extent as if a manually executed original
signature was delivered.   Any Communication may be executed in as many counterparts as necessary or convenient, including
both paper and electronic counterparts, but all such counterparts are one and the same Communication.  For the avoidance of doubt,
the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent and each of the
Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or
an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative
Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic
Record (“Electronic Copy”), which shall be ofdeemed
created in the ordinary course of the such Person’s business, and destroy the original paper document.  All Communications
in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have
the same legal effect, validity orand
enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act; provided that notwithstandingpaper
record. Notwithstanding anything contained herein to the contrary,
the Administrative Agent is under no obligation to agree to accept
electronic signaturesan
Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures
approved by it.;
provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature,
the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on
behalf of any Loan Party without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic
Signature shall be promptly followed by such manually executed counterpart.  For purposes hereof, “Electronic Record”
and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended
from time to timet.


 


10.23         
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan
Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any Lender or Issuing Lender that is an EEAAffected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down
and conversion powers of an EEAWrite-Down and Conversion
Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)     the application of any Write-Down
and Conversion Powers by an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that
is an EEAAffected
Financial Institution; and


 






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(b)     the effects of any Bail-In Action
on any such liability, including, if applicable:


 


(i)       a
reduction in full or in part or cancellation of any such liability;


 


(ii)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAAffected
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that
such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this
Agreement or any other Loan Document; or


 


(iii)       the
variation of the terms of such liability in connection with the exercise of the write-down and conversion
powers of any EEAWrite-Down and Conversion Powers of
the applicable Resolution Authority.


 


10.24         
Flood Matters. Each of the parties hereto acknowledges and agrees that, any
increase, extension, or renewal of any of the Loans or Commitments shall be subject to (and conditioned upon) the prior delivery of “life-of-loan”
Federal Emergency Management Agency standard flood hazard determinations with respect to each Mortgaged Property, and, to the extent
any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be a
special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower
and (ii) evidence of flood insurance as required by Section 6.5 hereof.


 


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IN WITNESS WHEREOF, each of the parties hereto
has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.


	 	 
	 	SCIENTIFIC GAMES INTERNATIONAL, INC.,
    as Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	SCIENTIFIC GAMES CORPORATION, as Holdings
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:




 






     


     


    

 


	 	BANK OF AMERICA, N.A., as Administrative Agent

                                                                     and Collateral Agent

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	BANK OF AMERICA, N.A., as Issuing Lender,

                                                                     Swingline Lender and a Lender

	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:




 






     


     


    

 


	 	[●], as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: