Exhibit 10.1


 


Execution Version


 


SECOND AMENDMENT


 


This
SECOND AMENDMENT, dated as of April 14, 2020 (this “Agreement”), by and among Penn National Gaming,
Inc., a Pennsylvania corporation (“Borrower”), the Guarantors, each Consenting Lender, Bank of America, N.A.,
as L/C Lender, as Swingline Lender and as administrative agent (in such capacity, “Administrative Agent”) for
the Lenders under the Credit Agreement and as collateral agent (in such capacity, “Collateral Agent”) for the
Secured Parties. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them
in the Credit Agreement (as defined below).


 


RECITALS:


 


WHEREAS,
reference is hereby made to the Amended and Restated Credit Agreement, dated as of January 19, 2017 (as amended by that certain
First Amendment, dated as of February 23, 2018, as modified by that certain Incremental Joinder Agreement No. 1, dated as of October
15, 2018, and as it may be amended, restated, replaced, supplemented or otherwise modified and in effect immediately prior to giving
effect to the amendments contemplated by this Agreement, the “Existing Credit Agreement”), among Borrower, the
Guarantors, the Lenders party thereto from time to time, Administrative Agent, Collateral Agent and the other parties thereto;
and


 


WHEREAS,
Borrower, the Guarantors, each of the Lenders party hereto (constituting the Required Lenders), each of the L/C Lenders, the Swingline
Lender, Administrative Agent and Collateral Agent will make certain amendments to the Credit Agreement as set forth herein.


 


NOW,
THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I


 


AMENDMENTS TO EXISTING CREDIT AGREEMENT


 


SECTION
1.          Consent of Lenders.


 


(a)           Each
Lender under the Existing Credit Agreement that executes and delivers a lender agreement in substantially the form attached hereto
as Annex I (a “Consenting Lender Agreement” and, each such Lender, a “Consenting Lender”)
hereby irrevocably agrees to the amendments to, and waivers and consents under, the Existing Credit Agreement provided for herein,
with respect to all of such Consenting Lender’s Loans and Commitments.


 


(b)           Each
Consenting Lender Agreement shall be subject to the terms and conditions of this Agreement and shall be binding upon the Lender
party thereto and any successor, participant or assignee of such Lender and may not be revoked or terminated by the Lender party
thereto or any such successor, participant or assignee. Each Person that executes and delivers a Consenting Lender Agreement and
any permitted successor, participant or assignee of such Lender shall be a party to this Agreement as if such Person executed and
delivered a counterpart hereof. Each Consenting Lender Agreement shall constitute a part of this Agreement and each signature page
thereto shall constitute a signature page hereto.


 


 



     


     


     


SECTION
2.         Effective Date Amendments. If the Effective Date (as defined
below) occurs, the terms and provisions of the Existing Credit Agreement are hereby amended as set forth on Exhibit A attached
hereto such that all of the newly inserted and underscored provisions and any formatting changes reflected therein shall be deemed
inserted or made, as applicable, and all of the stricken provisions shall be deemed to be deleted therefrom, immediately and automatically
upon the Effective Date (the Existing Credit Agreement, as so amended, the “Credit Agreement”).


 


SECTION
3.         Amendments to Credit Documents. Each Consenting Lender, by
executing a Consenting Lender Agreement, consents to, and authorizes Borrower, each Guarantor, Administrative Agent and Collateral
Agent to enter into such amendments, restatements, amendment and restatements, supplements and modifications to the Exhibits and
Schedules to the Credit Agreement as Administrative Agent deems reasonably necessary or desirable in connection with this Agreement
and the transactions contemplated hereby.


 


ARTICLE II


 


REPRESENTATION AND
WARRANTIES


 


To induce the Lenders
party hereto to agree to this Agreement, the Credit Parties represent to Administrative Agent and the Lenders that, as of the Effective
Date:


 


SECTION
1.         Corporate Existence. Borrower and each Restricted Subsidiary
(a) (i) is a corporation, partnership, limited liability company or other entity duly organized and validly existing
under the laws of the jurisdiction of its organization and (ii) is in good standing under the laws of the jurisdiction of
its organization; (b) (i) has all requisite corporate or other power and authority, and (ii) has all governmental
licenses, authorizations, consents and approvals necessary to own its Property and carry on its business as now being conducted;
and (c) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted
by it makes such qualification necessary; except, in the case of clauses (a)(ii) (other than with respect to the Borrower), (b)(ii)
and (c) where the failure thereof individually or in the aggregate would not reasonably be expected to have a Material Adverse
Effect.


 


SECTION
2.         Action; Enforceability. Borrower and each Restricted Subsidiary
has all necessary corporate or other organizational power, authority and legal right to execute, deliver and perform its obligations
under this Agreement and to consummate the transactions herein contemplated; the execution, delivery and performance by Borrower
and each Restricted Subsidiary of this Agreement and the consummation of the transactions herein contemplated have been duly authorized
by all necessary corporate, partnership or other organizational action on its part; and this Agreement has been duly and validly
executed and delivered by each Credit Party and constitutes its legal, valid and binding obligation, enforceable against each Credit
Party in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws of general applicability from time to time in effect affecting the enforcement of creditors’
rights and remedies and (b) the application of general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


 


SECTION
3.          No Breach; No Default.


 


(a)           None
of the execution, delivery and performance by any Credit Party of this Agreement nor the consummation of the transactions herein
contemplated do or will (i) conflict with or result in a breach of, or require any consent (which has not been obtained and
is in full force and effect) under (x) any Organizational Document of any Credit Party or (y) any applicable Requirement
of Law (including, without limitation, any Gaming Law) or (z) any order, writ, injunction or decree of any Governmental Authority
binding on any Credit Party, or tortiously interfere with, result in a breach of, or require termination of, any term or provision
of any Contractual Obligation of any Credit Party or (ii) constitute (with due notice or lapse of time or both) a default
under any such Contractual Obligation or (iii) result in or require the creation or imposition of any Lien (except for the
Liens created pursuant to the Security Documents) upon any Property of any Credit Party pursuant to the terms of any such Contractual
Obligation, except with respect to (i)(y), (i)(z), (ii) or (iii) which would not reasonably be expected to result in a Material
Adverse Effect; and


 


 



     2


     


     


(b)           No
Default or Event of Default has occurred and is continuing.


 


SECTION
4.         Credit Document Representations. Each of the representations
and warranties made by Borrower or any of the Credit Parties in or pursuant to the Credit Documents to which such entity is a party,
as amended hereby, are true and correct in all material respects as of such date (except to the extent such representations and
warranties are qualified by “materiality” or “Material Adverse Effect,” in which case such representations
and warranties shall be true and correct in all respects), as applicable, with the same effect as though made on and as of such
date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations
and warranties shall be true and correct in all material respects as of such earlier date (except to the extent such representations
and warranties are qualified by “materiality” or “Material Adverse Effect,” in which case such representations
and warranties shall be true and correct in all respects)).


 


ARTICLE III


 


CONDITIONS TO THE EFFECTIVE
DATE


 


This Agreement shall
become effective on the date (the “Effective Date”) on which each of the following conditions is satisfied or
waived:


 


SECTION
1.         Execution of Counterparts. Administrative Agent shall have
received (a) executed counterparts of this Agreement from each Credit Party, each L/C Lender, the Swingline Lender, Administrative
Agent and the Collateral Agent and (b) executed Consenting Lender Agreements from Lenders constituting the Required Lenders.


 


SECTION
2.         Costs and Expenses. To the extent invoiced at least three
(3) Business Days prior to the Effective Date, all of the reasonable and documented out-of-pocket costs and expenses (including
the reasonable fees, expenses and disbursements of Latham & Watkins LLP and one local counsel in each applicable jurisdiction
reasonably deemed necessary by Agents) incurred by the Agents in connection with the negotiation, preparation, execution and delivery
of this Agreement shall have been paid.


 


SECTION
3.         Payment of Fees to Lenders. Borrower shall have paid to Administrative
Agent, for the account of each Revolving Lender and Term A Facility Lender under the Existing Credit Agreement that has executed
a Consenting Lender Agreement prior to 5:00 p.m., New York City time, on April 13, 2020, a consent fee equal to 0.25% of the principal
amount of such Lender’s Revolving Loans and Revolving Commitments under the First Amendment Extended Revolving Facility and
the outstanding principal amount of such Lender’s Term A Facility Loans on the Effective Date.


 


 



     3


     


     


SECTION
4.         No Default or Event of Default; Representations and Warranties
True. Both immediately prior to and immediately after giving effect to this Agreement:


 


(a)           no
Default or Event of Default shall have occurred and be continuing; and


 


(b)           each
of the representations and warranties made by the Credit Parties in Article II hereof and in Article VIII of the Credit Agreement
and in each of the other Credit Documents to which it is a party shall be true and correct in all material respects on and as of
the Effective Date (it being understood and agreed that any such representation or warranty which by its terms is made as of an
earlier date shall be required to be true and correct in all material respects only as of such earlier date, and that any representation
and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall
be true and correct in all respects on the applicable date).


 


SECTION
5.          Certificate of Responsible Officer. Administrative Agent
shall have received a certificate from a Responsible Officer of the Borrower, certifying as to clauses (a) and (b) of Section
4 of this Article III.


 


ARTICLE IV


 


VALIDITY OF OBLIGATIONS
AND LIENS


 


SECTION
1.          Reaffirmation. Each of the Credit Parties party hereto
(a) acknowledges and agrees that all of such Credit Party’s obligations under the Security Documents and the other Credit
Documents (as amended hereby) to which it is a party are reaffirmed and remain in full force and effect on a continuous basis as
amended by this Agreement, (b) reaffirms each lien and security interest granted by it to the Collateral Agent for the benefit
of the Secured Parties to secure the Secured Obligations and the guaranties of the Guaranteed Obligations made by it pursuant to
the Existing Credit Agreement and (c) acknowledges and agrees that the grants of liens and security interests by and the guaranties
of the Credit Parties contained in the Existing Credit Agreement and the Security Documents are, and shall remain, in full force
and effect after giving effect to this Agreement and the transactions contemplated hereby and thereby.


 


ARTICLE V


 


MISCELLANEOUS 


 


SECTION
1.         Amendment, Modification and Waiver. This Agreement may not
be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of Borrower and
Administrative Agent (acting at the direction of such Lenders as may be required under Section 13.04 of the Credit Agreement).


 


SECTION
2.         Entire Agreement. This Agreement (including the Exhibits),
the other Credit Documents and the Consenting Lender Agreements constitute the entire agreement among the parties with respect
to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal,
among the parties or any of them with respect to the subject matter hereof.


 


SECTION
3.         GOVERNING LAW. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSIES,
DISPUTES, OR CAUSES OF ACTION (WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) BASED UPON OR RELATING TO THIS AGREEMENT,
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW PRINCIPLES THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION.


 


 



     4


     


     


SECTION
4.         SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS;
WAIVER OF JURY TRIAL. EACH PARTY HERETO AGREES THAT SECTION 13.09(b), 13.09(c), 13.09(d) AND 13.09(e) OF THE CREDIT AGREEMENT
SHALL APPLY TO THIS AGREEMENT MUTATIS MUTANDIS.


 


SECTION
5.          Confidentiality. Each party hereto agrees that Section 13.10
of the Credit Agreement shall apply to this Agreement mutatis mutandis.


 


SECTION
6.         No Advisory or Fiduciary Responsibility. Each party hereto
agrees that Section 13.17 of the Credit Agreement shall apply to this Agreement mutatis mutandis.


 


SECTION
7.         Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall
be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.


 


SECTION
8.          Counterparts. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other
electronic transmission (including portable document format (“.pdf”) or similar format) shall be effective as delivery
of a manually executed counterpart hereof. 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 Consenting Lender Agreements) shall be deemed to include electronic signatures and contract
formations on electronic platforms approved by Administrative Agent, or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary
Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly
agreed to by Administrative Agent pursuant to procedures approved by it (it being understood and agreed that documents signed manually
but delivered in “.pdf” or “.tif” format (or other similar formats specified by Administrative Agent) shall
not constitute electronic signatures).


 


SECTION
9.          Credit Document. This Agreement shall constitute a “Credit
Document” as defined in the Credit Agreement.


 


 



     5


     


     


SECTION
10.       No Novation. The parties hereto expressly acknowledge that it is not their
intention that this Agreement or any of the other Credit Documents executed or delivered pursuant hereto constitute a novation
of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Credit Document, but
rather constitute a modification thereof or supplement thereto pursuant to the terms contained herein. The Existing Credit Agreement
and the Credit Documents, in each case as amended, modified or supplemented hereby, shall be deemed to be continuing agreements
among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens created, pursuant to
or in connection with the Existing Credit Agreement and the other Credit Documents shall remain in full force and effect, each
in accordance with its terms (as amended, modified or supplemented by this Agreement), unless such document, instrument, or agreement
has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement or such document, instrument,
or agreement or as otherwise agreed by the required parties hereto or thereto, it being understood that from after the occurrence
of the Effective Date, each reference in the Credit Documents to the “Credit Agreement,” “thereunder,”
 “thereof” (and each reference in the Credit Agreement to “this Agreement,” “hereunder,” or
 “hereof”) or words of like import shall mean and be a reference to the Credit Agreement.


 


[Remainder of page intentionally left blank]


  



     6


     


     


IN
WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement
as of the date first written above.


 


	 	PENN NATIONAL GAMING, INC.
	 	 
	 	By:	/s/ Carl Sottosanti
	 	 	Name:	Carl Sottosanti
	 	 	Title:	Executive Vice President, General Counsel and Secretary


 


[Signature Page to Second Amendment]


 


 



     


     


     


GUARANTORS:


 


	 	PENN SANFORD, LLC
	 	PENN TENANT, LLC
	 	PENN TENANT II, LLC
	 	PENN TENANT III, LLC
	 	PIV WEST, LLC
	 	SOKC, LLC


 


	 	By:	PENN NATIONAL GAMING, INC., 

as sole member or sole manager of each of the foregoing entities
	 	 
	 	By:	/s/ Carl Sottosanti
	 	Name:	Carl Sottosanti
	 	Title:	Executive Vice President, General Counsel and Secretary


 


	 	PNK (SAM), LLC
	 	PNK (SAZ), LLC
	 	YANKTON INVESTMENTS, LLC


 


	 	By:	PINNACLE ENTERTAINMENT, INC.,
	 	 	as sole member of each of the foregoing entities
	 	 
	 	By:/	s/ Carl Sottosanti
	 	Name:	Carl Sottosanti
	 	Title:	Secretary


 


	 	PNK (LAKE CHARLES), L.L.C.
	 	PNK Development 8, LLC
	 	PNK Development 9, LLC


	 	By:	PINNACLE MLS, LLC,
	 	 	as sole member of each of the foregoing entities
	 	 
	 	By:	/s/ Carl Sottosanti
	 	Name:	Carl Sottosanti
	 	Title:	Secretary


 


	 	PLAINVILLE GAMING AND REDEVELOPMENT, LLC


	 	By:	MASSACHUSETTS GAMING VENTURES, LLC,
	 	 	its managing member
	 	 
	 	By:	/s/ Carl Sottosanti
	 	Name:	Carl Sottosanti
	 	Title:	Secretary


 


[Signature Page to Second Amendment]


 


  



     


     


     


	 	HOLLYWOOD CASINOS, LLC
	 	PNGI CHARLES TOWN GAMING, LLC


 


	 	By:	CRC HOLDINGS, INC.,
	 	 	as sole member each of the foregoing entities
	 	 
	 	By:	/s/ Carl Sottosanti
	 	Name:	Carl Sottosanti
	 	Title:	Secretary


 


	 	PENN ADW, LLC


	 	By:	PENN INTERACTIVE VENTURES, LLC,
	 	 	its sole member
	 	 
	 	By:	/s/ Carl Sottosanti
	 	Name:	Carl Sottosanti
	 	Title:	Secretary


 


	 	LOUISIANA-I GAMING, A LOUISIANA PARTNERSHIP IN COMMENDAM


	 	By:	BOOMTOWN, LLC,
	 	 	its general partner
	 	 
	 	By:	/s/ Carl Sottosanti
	 	Name:	Carl Sottosanti
	 	Title:	Secretary


 


	 	CCR RACING MANAGEMENT


	 	By: MOUNTAIN LAUREL RACING, INC. and WASHINGTON TROTTING ASSOCIATION, LLC,
	 	 	its partners
	 	 
	 	By:	/s/ Carl Sottosanti
	 	Name:	Carl Sottosanti
	 	Title:	Secretary of each of MOUNTAIN LAUREL RACING, INC. and WASHINGTON TROTTING ASSOCIATION


 


[Signature Page to
Second Amendment]


 


 



     


     


     


	 	PNK (BATON ROUGE) PARTNERSHIP


	 	By:	PNK DEVELOPMENT 8, LLC,
	 	 	its managing partner
	 	 
	 	By:	PINNACLE MLS, LLC,
	 	 	its sole member
	 	 
	 	By:	/s/ Carl Sottosanti
	 	Name:	Carl Sottosanti
	 	Title:	Secretary


 


[Signature Page to
Second Amendment]


 



     


     


     


AMERISTAR CASINO BLACK HAWK, LLC


AMERISTAR CASINO EAST CHICAGO, LLC


AMERISTAR EAST CHICAGO HOLDINGS, LLC


BOOMTOWN, LLC 


BOSSIER CASINO VENTURE, LLC 


BSLO, LLC 


BTN, LLC 


CASINO MAGIC, LLC 


CCR PENNSYLVANIA FOOD SERVICE, INC.


CENTRAL OHIO GAMING VENTURES, LLC 


CRC HOLDINGS, INC. 


DAYTON REAL ESTATE VENTURES, LLC


DELVEST, LLC 


DEVELOPMENT VENTURES, LLC 


DOUBLE BOGEY, LLC 


EBETUSA.COM, INC. 


FRONT RANGE ENTERTAINMENT DISTRICT, LLC 


HC BANGOR, LLC 


HWCC-TUNICA, LLC 


INDIANA GAMING COMPANY, LLC 


MARQUEE BY PENN, LLC 


MARYLAND GAMING VENTURES, INC.


MASSACHUSETTS GAMING VENTURES LLC


MOUNTAIN LAUREL RACING, INC.


MOUNTAINVIEW THOROUGHBRED RACING 


ASSOCIATION, LLC 


PENN INTERACTIVE VENTURES, LLC 


PENN NATIONAL HOLDINGS, LLC 


PENN NATIONAL TURF CLUB, LLC 


PENN NJ OTW, LLC 


PENN SPORTS INTERACTIVE, LLC 


PINNACLE ENTERTAINMENT, INC. 


PINNACLE MLS, LLC 


PNK (BOSSIER CITY), L.L.C. 


PNK (RIVER CITY), LLC 


PNK DEVELOPMENT 7, LLC 


PNK DEVELOPMENT 33, LLC 


PNK DEVELOPMENT 34, LLC 


PNK VICKSBURG, LLC 


RIH ACQUISITIONS MS I, LLC 


RIH ACQUISITIONS MS II, LLC 


ST. LOUIS GAMING VENTURES, LLC 


THE MISSOURI GAMING COMPANY, LLC


TOLEDO GAMING VENTURES, LLC


WASHINGTON TROTTING ASSOCIATION, LLC


YOUNGSTOWN REAL ESTATE VENTURES, LLC 


ZIA PARK LLC 


 


	 	By:	/s/ Carl Sottosanti
	 	Name:	Carl Sottosanti
	 	Title:	Secretary


 


[Signature Page to
Second Amendment]


 


 



     


     


     


	 	BCV (INTERMEDIATE), LLC


 


	 	By:	PENN TENANT II, LLC,
	 	 	its sole member


 


	 	By:	PENN NATIONAL GAMING, INC.,
	 	 	its sole member


 


	 	By:	/s/ Carl Sottosanti
	 	Name:	Carl Sottosanti
	 	Title:	Executive Vice President, General Counsel and Secretary


 


	 	GREEKTOWN HOLDINGS, L.L.C.


	 	By:	PENN TENANT III, LLC,
	 	 	its sole member


	 	 
	 	By:	PENN NATIONAL GAMING, INC.,
	 	 	its sole member


 


	 	By:	/s/ Carl Sottosanti
	 	Name:	Carl Sottosanti
	 	Title:	Executive Vice President, General Counsel and Secretary


 


ABRADOODLE, LLC 


ABSOLUTE GAMES, LLC 


AMERISTAR INTERACTIVE, LLC 


ARGOSY DEVELOPMENT, LLC 


BOOMTOWN BILOXI INTERACTIVE, LLC 


FIRST JACKPOT INTERACTIVE, LLC 


HOSTILE GRAPE DEVELOPMENT, LLC 


L’AUBERGE INTERACTIVE, LLC 


MAGNUM PINNACLE INTERACTIVE, LLC


PENN INTERACTIVE FTP, LLC 


ROCKET SPEED, INC. 


SILVER SCREEN GAMING, LLC 


VILLAGGIO DEVELOPMENT, LLC 


VIVA SLOTS FREE CLASSIC SLOT MACHINE 


GAMES, LLC 


ZIA PARK INTERACTIVE, LLC 


 


	 	By:	/s/ Elliot Hoops
	 	Name:	Elliot Hoops
	 	Title:	Secretary and Treasurer


 


[Signature Page to
Second Amendment]


 


 



     


     


     


ALTON CASINO, LLC 


CACTUS PETE'S, LLC 


HC AURORA, LLC 


HC JOLIET, LLC 


ILLINOIS GAMING INVESTORS LLC 


LVGV, LLC 


THE SHOPS AT TROPICANA LAS VEGAS, LLC


TROPICANA LAS VEGAS HOTEL AND CASINO, INC. 


TROPICANA LAS VEGAS INTERMEDIATE 


HOLDINGS, INC. 


TROPICANA LAS VEGAS, INC. 


 


	 	By:	/s/ Jay. A. Snowden
	 	Name:	Jay. A. Snowden
	 	Title:	President, Secretary and Treasurer


 


AMERISTAR CASINO COUNCIL BLUFFS, LLC 


AMERISTAR LAKE CHARLES HOLDINGS, LLC 


DANVILLE DEVELOPMENT, LLC 


GREEKTOWN CASINO, L.L.C. 


PENN ONLINE ENTERTAINMENT, LLC 


SAN DIEGO GAMING VENTURES, LLC 


SDGV STAFFING, LLC 


 


	 	By:	/s/ Jay. A. Snowden
	 	Name:	Jay. A. Snowden
	 	Title:	President, Secretary and Treasurer


 


[Signature Page to
Second Amendment]


 



     


     


     


Consented to by:


 


BANK OF AMERICA, N.A.


as Administrative Agent, as Collateral Agent, as
a

Lender, as an L/C Lender, and as Swingline Lender


 


	By:	/s/ Brian D. Corum	 
	Name:	Brian D. Corum	 
	Title:	Managing Director	 


 


[Signature Page to
Second Amendment]


 


 



     


     


     


Consented to by:


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


as a Lender and as an L/C Lender


 


	By:	/s/ Donald Schubert	 
	Name:	Donald Schubert	 
	Title:	Managing Director	 


 


[Signature Page to
Second Amendment]


 


 



     


     


     


EXHIBIT A


 


CREDIT AGREEMENT


 


EXECUTION VERSION










 



 


AMENDED AND RESTATED CREDIT AGREEMENT



Dated as of January 19, 2017


(as amended by the First Amendment, dated
as of February 23, 2018,

as further amended by the Incremental Joinder Agreement No. 1, dated as of October
15, 2018)

and the Second Amendment, dated as of April 14, 2020)



among



PENN NATIONAL GAMING, INC.,

as Borrower,



THE SUBSIDIARIES OF BORROWER PARTY HERETO,

as Guarantors,



THE LENDERS PARTY HERETO,



THE L/C LENDERS PARTY HERETO



and


 


Bank of America, N.A.,


as Administrative Agent,


 


and


 


Bank of America, N.A.,




as Collateral Agent


 





 


Bank of America, N.A., JPMorgan Chase
Bank, N.A., Fifth Third Bank, Citizens Bank, N.A., U.S. Bank National Association, Wells Fargo Securities LLC, Manufacturers &
Traders Trust Company, SunTrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, TD Securities (USA) LLC and UBS Securities LLC,

as Joint Lead Arrangers and Joint Physical Bookrunners for the Revolving Facility, the Term A Facility and the Term B Facility,


 


and


 


JPMorgan Chase Bank, N.A., Fifth Third
Bank, Citizens Bank, N.A., U.S. Bank National Association, Wells Fargo Securities LLC, Manufacturers & Traders Trust Company,
SunTrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, TD Securities (USA) LLC and UBS Securities LLC,


as Syndication Agents for the Revolving
Facility, the Term A Facility and the Term B Facility


 


Bank of America, N.A., Goldman Sachs
Bank USA, Fifth Third Bank, U.S. Bank National Association, Wells Fargo Securities, LLC, Citizens Bank, N.A., SunTrust Robinson
Humphrey, Inc. and TD Securities (USA) LLC,

as Joint Lead Arrangers and Joint Physical Bookrunners for the 2018 Incremental Term A Loan Commitments and the Term B-1 Facility




 




 










     


     


    

 


TABLE OF CONTENTS


 


Page


 





	 	 	ARTICLE I.	 	 
	 	 	 	 	 
	 	 	DEFINITIONS, ACCOUNTING MATTERS AND RULES OF CONSTRUCTION	 	 
	 	 	 	 	 
	SECTION 1.01.	 	Certain Defined Terms	 	1
	SECTION 1.02.	 	Accounting Terms and Determinations	 	5961
	SECTION 1.03.	 	Classes and Types of Loans	 	6061
	SECTION 1.04.	 	Rules of Construction	 	6061
	SECTION 1.05.	 	Exchange Rates; Currency Equivalents	 	6162
	SECTION 1.06.	 	Pro Forma Calculations	 	6163
	SECTION 1.07.	 	Letter of Credit Amounts	 	6264
	 	 	 	 	 
	ARTICLE II.
	 
	CREDITS
	 
	SECTION 2.01.	 	Loans	 	6364
	SECTION 2.02.	 	Borrowings	 	6769
	SECTION 2.03.	 	Letters of Credit	 	6869
	SECTION 2.04.	 	Termination and Reductions of Commitment	 	7576
	SECTION 2.05.	 	Fees	 	7577
	SECTION 2.06.	 	Lending Offices	 	7677
	SECTION 2.07.	 	Several Obligations of Lenders	 	7677
	SECTION 2.08.	 	Notes; Register	 	7678
	SECTION 2.09.	 	Optional Prepayments and Conversions or Continuations of Loans	 	7778
	SECTION 2.10.	 	Mandatory Prepayments	 	7879
	SECTION 2.11.	 	Replacement of Lenders	 	8384
	SECTION 2.12.	 	Incremental Loan Commitments	 	8485
	SECTION 2.13.	 	Extensions of Loans and Commitments	 	8991
	SECTION 2.14.	 	Defaulting Lender Provisions	 	9193
	SECTION 2.15.	 	Refinancing Amendments	 	9395
	SECTION 2.16.	 	Cash Collateral	 	9496
	 	 	 	 	 
	ARTICLE III.
	 
	PAYMENTS OF PRINCIPAL AND INTEREST
	 
	SECTION 3.01.	 	Repayment of Loans	 	9597
	SECTION 3.02.	 	Interest	 	9697
	 	 	 	 	 
	ARTICLE IV.
	 
	PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.
	 
	SECTION 4.01.	 	Payments	 	9798
	SECTION 4.02.	 	Pro Rata Treatment	 	9799
	SECTION 4.03.	 	Computations	 	9899
	SECTION 4.04.	 	Minimum Amounts	 	9899
	SECTION 4.05.	 	Certain Notices	 	9899
	SECTION 4.06.	 	Non-Receipt of Funds by Administrative Agent	 	99100
	SECTION 4.07.	 	Right of Setoff, Sharing of Payments; Etc.	 	100101




 






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	ARTICLE V.
	 	 	 
	YIELD PROTECTION, ETC.
	 	 	 	 	 
	SECTION 5.01.	 	Additional Costs	 	100102
	SECTION 5.02.	 	Inability To Determine Interest Rate	 	102103
	SECTION 5.03.	 	Illegality	 	102103
	SECTION 5.04.	 	Treatment of Affected Loans	 	102103
	SECTION 5.05.	 	Compensation	 	103104
	SECTION 5.06.	 	Taxes	 	103104
	 	 	 	 	 
	ARTICLE VI.
	 	 	 
	GUARANTEES
	 	 	 
	SECTION 6.01.	 	The Guarantees	 	106107
	SECTION 6.02.	 	Obligations Unconditional	 	106107
	SECTION 6.03.	 	Reinstatement	 	108109
	SECTION 6.04.	 	Subrogation; Subordination	 	108109
	SECTION 6.05.	 	Remedies	 	108109
	SECTION 6.06.	 	Continuing Guarantee	 	109110
	SECTION 6.07.	 	General Limitation on Guarantee Obligations	 	109110
	SECTION 6.08.	 	Release of Guarantors	 	109110
	SECTION 6.09.	 	Keepwell	 	109110
	SECTION 6.10.	 	Right of Contribution	 	109110
	 	 	 	 	 
	ARTICLE VII.
	 	 	 
	CONDITIONS PRECEDENT
	 	 	 
	SECTION 7.01.	 	Conditions to Initial Extensions of Credit	 	110111
	SECTION 7.02.	 	Conditions to All Extensions of Credit	 	113114
	 	 	 	 	 
	ARTICLE VIII.
	 	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 
	SECTION 8.01.	 	Corporate Existence; Compliance with Law	 	114115
	SECTION 8.02.	 	Financial Condition; Etc.	 	114115
	SECTION 8.03.	 	Litigation	 	114115
	SECTION 8.04.	 	No Breach; No Default	 	115
	SECTION 8.05.	 	Action	 	115116
	SECTION 8.06.	 	Approvals	 	115116
	SECTION 8.07.	 	ERISA and Foreign Employee Benefit Matters	 	116117
	SECTION 8.08.	 	Taxes	 	116117
	SECTION 8.09.	 	Investment Company Act; Other Restrictions	 	117
	SECTION 8.10.	 	Environmental Matters	 	117
	SECTION 8.11.	 	Use of Proceeds	 	117118
	SECTION 8.12.	 	Subsidiaries	 	118119
	SECTION 8.13.	 	Ownership of Property; Liens	 	118119
	SECTION 8.14.	 	Security Interest; Absence of Financing Statements; Etc.	 	119120
	SECTION 8.15.	 	Licenses and Permits	 	119120
	SECTION 8.16.	 	Disclosure	 	119120
	SECTION 8.17.	 	Solvency	 	120121
	SECTION 8.18.	 	EEA Financial Institutions	 	120121
	SECTION 8.19.	 	Intellectual Property	 	120121




 









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	SECTION 8.20.	 	[Reserved]	 	120121
	SECTION 8.21.	 	Regulation H	 	120121
	SECTION 8.22.	 	Insurance	 	120121
	SECTION 8.23.	 	Real Estate	 	120121
	SECTION 8.24.	 	Leases	 	121122
	SECTION 8.25.	 	Mortgaged Real Property	 	121122
	SECTION 8.26.	 	Material Adverse Effect	 	121122
	SECTION 8.27.	 	Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions	 	121122
	 	 	 	 	 
	ARTICLE IX.
	 	 	 
	AFFIRMATIVE COVENANTS
	 	 	 
	SECTION 9.01.	 	Existence; Business Properties	 	123124
	SECTION 9.02.	 	Insurance	 	123124
	SECTION 9.03.	 	Taxes	 	124125
	SECTION 9.04.	 	Financial Statements, Etc.	 	124125
	SECTION 9.05.	 	Maintaining Records; Access to Properties and Inspections	 	127128
	SECTION 9.06.	 	Use of Proceeds	 	127128
	SECTION 9.07.	 	Compliance with Environmental Law	 	127128
	SECTION 9.08.	 	Pledge or Mortgage of Real Property and Vessels	 	128129
	SECTION 9.09.	 	Security Interests; Further Assurances	 	130132
	SECTION 9.10.	 	Master Leases	 	131132
	SECTION 9.11.	 	Additional Credit Parties	 	132133
	SECTION 9.12.	 	Limitation on Designations of Unrestricted Subsidiaries	 	133134
	SECTION 9.13.	 	Limitation on Designation of Immaterial Subsidiaries	 	134135
	SECTION 9.14.	 	Post-Closing Matters	 	134136
	 	 	 	 	 
	ARTICLE X.
	 	 	 
	NEGATIVE COVENANTS
	 	 	 
	SECTION 10.01.	 	Indebtedness	 	135136
	SECTION 10.02.	 	Liens	 	139140
	SECTION 10.03.	 	Master Leases	 	142143
	SECTION 10.04.	 	Investments, Loans and Advances	 	143144
	SECTION 10.05.	 	Mergers, Consolidations and Sales of Assets	 	145146
	SECTION 10.06.	 	Restricted Payments	 	147149
	SECTION 10.07.	 	Transactions with Affiliates	 	148149
	SECTION 10.08.	 	Financial Covenants	 	148150
	SECTION 10.09.	 	Certain Payments of Indebtedness	 	149152
	SECTION 10.10.	 	Limitation on Certain Restrictions Affecting Subsidiaries	 	150152
	SECTION 10.11.	 	Limitation on Lines of Business	 	151153
	SECTION 10.12.	 	Limitation on Changes to Fiscal Year	 	151153
	SECTION 10.13.	 	Sanctions; Anti-Terrorism Laws; Anti-Corruption Laws	 	151153
	SECTION 10.14.	 	Minimum Liquidity	 	154
	 	 	 	 	 
	ARTICLE XI.
	 	 	 
	EVENTS OF DEFAULT
	 	 	 
	SECTION 11.01.	 	Events of Default	 	151154
	SECTION 11.02.	 	Application of Proceeds	 	155157
	SECTION 11.03.	 	Clean-up Period for PNK Acquisition	 	155158




 






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	ARTICLE XII.
	 	 	 
	AGENTS
	 	 	 
	SECTION 12.01.	 	Appointment	 	156158
	SECTION 12.02.	 	Rights as a Lender	 	156159
	SECTION 12.03.	 	Exculpatory Provisions	 	157159
	SECTION 12.04.	 	Reliance by Agents	 	157160
	SECTION 12.05.	 	Delegation of Duties	 	158160
	SECTION 12.06.	 	Resignation of Administrative Agent and Collateral Agent	 	158160
	SECTION 12.07.	 	Nonreliance on Agents and Other Lenders	 	159162
	SECTION 12.08.	 	Indemnification	 	160162
	SECTION 12.09.	 	No Other Duties	 	160162
	SECTION 12.10.	 	Holders	 	160162
	SECTION 12.11.	 	Administrative Agent May File Proofs of Claim	 	160163
	SECTION 12.12.	 	Collateral Matters	 	161163
	SECTION 12.13.	 	Secured Cash Management Agreements and Swap Contracts	 	161164
	SECTION 12.14.	 	ERISA Representations and Warranties	 	161164
	 	 	 	 	 
	ARTICLE XIII.
	 	 	 
	MISCELLANEOUS
	 	 	 
	SECTION 13.01.	 	Waiver	 	163165
	SECTION 13.02.	 	Notices	 	163165
	SECTION 13.03.	 	Expenses, Indemnification, Etc.	 	164167
	SECTION 13.04.	 	Amendments and Waiver	 	166169
	SECTION 13.05.	 	Benefit of Agreement; Assignments; Participations	 	172174
	SECTION 13.06.	 	Survival	 	176178
	SECTION 13.07.	 	Captions	 	176178
	SECTION 13.08.	 	Counterparts; Interpretation; Effectiveness	 	176178
	SECTION 13.09.	 	Governing Law; Submission to Jurisdiction; Waivers; Etc.	 	176179
	SECTION 13.10.	 	Confidentiality	 	178180
	SECTION 13.11.	 	Independence of Representations, Warranties and Covenants	 	178180
	SECTION 13.12.	 	Severability	 	178181
	SECTION 13.13.	 	Gaming Laws	 	178181
	SECTION 13.14.	 	USA Patriot Act	 	179181
	SECTION 13.15.	 	Judgment Currency	 	179181
	SECTION 13.16.	 	Waiver of Claims	 	180182
	SECTION 13.17.	 	No Advisory or Fiduciary Responsibility	 	180182
	SECTION 13.18.	 	Lender Action	 	180183
	SECTION 13.19.	 	Interest Rate Limitation	 	181183
	SECTION 13.20.	 	Payments Set Aside	 	181183
	SECTION 13.21.	 	Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions	 	181184
	SECTION 13.22.	 	Acknowledgement Regarding Any Supported QFCs	 	184
	SECTION 13.2213.23.	 	Effect of this Agreement	 	182184




 






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	ANNEXES:	 	 	 	 
	 	 	 	 	 
	ANNEX A-1	 	-	 	Revolving Commitments on the Closing Date
	ANNEX A-2	 	-	 	Term A Facility Loans
	ANNEX A-3	 	-	 	Term B Facility Commitments
	ANNEX A-4	 	-	 	Term B-1 Facility Commitments
	ANNEX B	 	-	 	Applicable Margin for Revolving Loans and Swingline Loans (In Each Case, Under the Closing Date Revolving Facility and the First Amendment Extended Revolving Facility) and Term A Facility Loans and Applicable Fee Percentage
	ANNEX C	 	-	 	Amortization Payments - Term A Facility Loans
	 	 	 	 	 
	SCHEDULES:	 	 	 	 
	 	 	 	 	 
	SCHEDULE 1.01(A)	 	-	 	Excluded Subsidiary Agreements
	SCHEDULE 1.01(B)	 	-	 	Existing Investment Returns
	SCHEDULE 1.01(C)	 	-	 	Guarantors
	SCHEDULE 1.01(D)	 	- 	 	Initial Mortgaged Real Property 
	SCHEDULE 1.01(E)	 	 	 	PNK Letters of Credit
	SCHEDULE 2.03(n)	 	-	 	Existing Letters of Credit
	SCHEDULE 7.01(c)(ii)	 	-	 	Jurisdictions of Local Counsel Opinions
	SCHEDULE 7.01(j)	 	-	 	Closing Date Environmental Assessment Reports
	SCHEDULE 8.03	 	-	 	Litigation
	SCHEDULE 8.07	 	-	 	ERISA
	SCHEDULE 8.08	 	-	 	Taxes
	SCHEDULE 8.10	 	-	 	Environmental Matters
	SCHEDULE 8.12(a)	 	-	 	Subsidiaries
	SCHEDULE 8.12(b)	 	-	 	Immaterial Subsidiaries
	SCHEDULE 8.12(c)	 	-	 	Unrestricted Subsidiaries
	SCHEDULE 8.13(a)	 	-	 	Ownership
	SCHEDULE 8.13(b)	 	-	 	Vessels
	SCHEDULE 8.15	 	-	 	Licenses and Permits
	SCHEDULE 8.19	 	-	 	Intellectual Property
	SCHEDULE 8.21	 	-	 	Regulation H
	SCHEDULE 8.23(a)	 	-	 	Real Property
	SCHEDULE 8.23(b)	 	-	 	Real Property Takings, Etc.
	SCHEDULE 8.25(a)	 	-	 	No Certificates of Occupancy; Violations, Etc.
	SCHEDULE 8.25(b)	 	-	 	Encroachment, Boundary, Location, Possession Disputes
	SCHEDULE 9.12	 	-	 	Designated Unrestricted Subsidiaries
	SCHEDULE 9.12(d)	 	-	 	Designated Unrestricted Subsidiaries – First Amendment to A&R Credit Agreement Effective Date 
	SCHEDULE 9.14	 	-	 	Post-Closing Matters
	SCHEDULE 10.01	 	-	 	Existing Indebtedness
	SCHEDULE 10.02	 	-	 	Certain Existing Liens
	SCHEDULE 10.04	 	-	 	Investments
	 	 	 	 	 
	EXHIBITS:	 	 	 	 
	 	 	 	 	 
	EXHIBIT A-1	 	-	 	Form of Revolving Note
	EXHIBIT A-2	 	-	 	Form of Term A Facility Note
	EXHIBIT A-3	 	-	 	Form of Term B Facility Note
	EXHIBIT A-4	 	-	 	Form of Swingline Note
	EXHIBIT A-5	 	-	 	Form of Term B-1 Facility Note
	EXHIBIT B	 	-	 	Form of Notice of Borrowing
	EXHIBIT C	 	-	 	Form of Notice of Continuation/Conversion




 






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	EXHIBIT D	 	-	 	Forms of U.S. Tax Compliance Certificate
	EXHIBIT E	 	-	 	[Reserved]
	EXHIBIT F	 	-	 	[Reserved]
	EXHIBIT G	 	-	 	Form of Solvency Certificate
	EXHIBIT H	 	-	 	Form of Security Agreement
	EXHIBIT I-1	 	-	 	Form of Mortgage
	EXHIBIT I-2	 	-	 	Form of PNK Mortgage
	EXHIBIT J	 	-	 	Form of Ship Mortgage
	EXHIBIT K	 	-	 	Form of Assignment and Assumption Agreement
	EXHIBIT L	 	-	 	Form of Letter of Credit Request
	EXHIBIT M	 	-	 	Form of Joinder Agreement
	EXHIBIT N	 	-	 	Form of Perfection Certificate
	EXHIBIT O	 	-	 	Form of Auction Procedures
	EXHIBIT P	 	-	 	Form of Open Market Assignment and Assumption Agreement
	EXHIBIT Q	 	-	 	Form of Term Loan Extension Amendment
	EXHIBIT R	 	-	 	Form of Revolving Extension Amendment
	EXHIBIT S	 	-	 	Form of Pari Passu Intercreditor Agreement
	EXHIBIT T	 	-	 	Form of Second Lien Intercreditor Agreement
	EXHIBIT U-1	 	-	 	Form of Master Lease Landlord Acknowledgement (Penn Master Lease)
	EXHIBIT U-2	 	-	 	Form of Master Lease Landlord Acknowledgement (PNK Master Lease)
	EXHIBIT V 	 	-	 	Form of Compliance Certificate




 






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AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of January 19, 2017 (this “Agreement”), among PENN NATIONAL GAMING, INC.,
a Pennsylvania corporation (“Borrower”); the GUARANTORS party hereto from time to time; the LENDERS
from time to time party hereto; the L/C LENDERS party hereto; BANK OF AMERICA, N.A., as swingline lender (in such
capacity, together with its successors in such capacity, “Swingline Lender”); BANK OF AMERICA, N.A.,
as administrative agent (in such capacity, together with its successors in such capacity, “Administrative Agent”);
and BANK OF AMERICA, N.A., as collateral agent (in such capacity, together with its successors in such capacity, “Collateral
Agent”).


 


WHEREAS, Borrower has
requested that the Lenders provide first lien revolving credit and term loan facilities, and the Lenders have indicated their willingness
to lend, and the L/C Lender has indicated its willingness to issue letters of credit, in each case, on the terms and subject to
the conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual agreements, provisions and covenants contained herein, the parties agree to amend and restate the Existing
Credit Agreement (as amended by the Second Amendment) as follows:


 


ARTICLE I.



DEFINITIONS, ACCOUNTING MATTERS AND RULES OF CONSTRUCTION


 


SECTION 1.01.         
Certain Defined Terms. As used herein, the following terms shall have the following meanings:


 


“2018 Incremental
Joinder Agreement” shall mean that certain Incremental Joinder Agreement No. 1, dated as of October 15, 2018, by and
among Borrower, Guarantors, the Lenders party thereto and Administrative Agent.


 


“2018 Incremental
Joinder Agreement Effective Date” shall mean October 15, 2018.


 


“2018 Incremental
Term A Loan Commitments” shall mean the “2018 Incremental Term A Loan Commitments” as defined in, and made
pursuant to, the 2018 Incremental Joinder Agreement on the 2018 Incremental Joinder Agreement Effective Date.


 


“2018 Incremental
Term A Loans” shall mean the “2018 Incremental Term A Loans” as defined in, and made pursuant to, the 2018
Incremental Joinder Agreement on the 2018 Incremental Joinder Agreement Effective Date.


 


“ABR Loans”
shall mean Loans that bear interest at rates based upon the Alternate Base Rate.


 


“Acquisition”
shall mean, with respect to any Person, any transaction or series of related transactions for the (a) acquisition of all or substantially
all of the Property of any other Person, or of any business or division of any other Person (other than any then-existing Company),
(b) acquisition of more than 50% of the Equity Interests of any other Person, or otherwise causing any other Person to become
a Subsidiary of such Person or (c) merger or consolidation of such Person or any other combination of such Person with any other
Person (other than any of the foregoing between or among any then-existing Companies).


 


“Acquisition
Incremental Revolving Commitments” shall mean Incremental Revolving Commitments with respect to which the proceeds of
any Revolving Loans at the time such commitments are initially provided are reasonably expected to be used solely or primarily
for the purposes of funding a Permitted Acquisition or other Acquisition not prohibited hereunder (including repayment of Indebtedness
of the Person acquired, or that is secured by the assets acquired, in such Permitted Acquisition or other Acquisition).


 






     


     


    

 


“Act”
has the meaning set forth in Section 13.14.


 


“Additional
Credit Party” has the meaning set forth in Section 9.11.


 


“Additional
Lease” shall mean any lease entered into for the purpose of Borrower or any of its Restricted Subsidiaries to acquire
the right to occupy and use real property, vessels or similar assets for, or in connection with, the construction, development
or operation of Gaming Facilities.


 


“Adjusted
Maximum Amount” has the meaning set forth in Section 6.10.


 


“Administrative
Agent” has the meaning set forth in the introductory paragraph hereof.


 


“Affected
Classes” has the meaning set forth in Section 13.04(b)(A).


 


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


 


“Affiliate”
shall mean, with respect to any Person, any other Person that directly or indirectly controls, or is under common control with,
or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings,
 “controlled by” and “under common control with”) shall mean possession, directly or indirectly,
of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or
other ownership interests, by contract or otherwise); provided that none of GLPI or any of its Subsidiaries shall be deemed
to be an Affiliate of Borrower or any of its Subsidiaries.


 


“Agent”
shall mean any of Administrative Agent, Auction Manager, Collateral Agent, Joint Physical Bookrunners, Joint Lead Arrangers and/or
Syndication Agents, as applicable.


 


“Agent Party”
has the meaning set forth in Section 13.02(e).


 


“Agent Related
Parties” shall mean each Agent and any sub-agent thereof and their respective Affiliates and their and their Affiliates’
respective directors, trustees, officers, employees, representatives, advisors, partners and agents.


 


“Aggregate
Existing Investment Returns” shall mean, as of any date of determination, the sum of all Existing Investment Returns
received on or prior to such date to the extent that, on the date any such Existing Investment Return was received, such Existing
Investment Return was larger than the Outstanding Investment Amount as of such date (which Outstanding Investment Amount shall
be determined before giving effect to the receipt of such Existing Investment Return).


 


“Aggregate
Payments” has the meaning set forth in Section 6.10.


 


“Agreement”
has the meaning set forth in the introductory paragraph hereof.


 






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“All-In Yield”
shall mean, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront
fees, a LIBO Rate floor or Alternate Base Rate floor or otherwise, in each case, incurred or payable by Borrower generally to all
lenders of such Indebtedness; provided that original issue discount and upfront fees shall be equated to interest rate assuming
a 4-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness);
and provided, further, that “All-In Yield” shall not include arrangement, structuring, commitment, underwriting
or other similar fees (regardless of whether paid in whole or in part to any or all lenders), customary amendment consent fees,
or other fees not paid generally to all lenders of such Indebtedness.


 


“Alternate
Base Rate” shall mean for any day, the greatest of (i) the rate of interest in effect for such day as publicly announced
from time to time by Bank of America as its “prime rate,” (ii) the Federal Funds Rate plus 0.50% per annum and
(iii) the LIBO Rate for an Interest Period of one (1) month beginning on such day (or if such day is not a Business Day, on the
immediately preceding Business Day) plus 100 basis points; provided that, with respect
to the Term B Facility Loans only, the Alternate Base Rate shall not be less than 1.75%. 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.


 


“Alternate
Currency” shall mean Canadian dollars.


 


“Alternative
Currency Equivalent” shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent amount
thereof in the applicable Alternate Currency as determined by the Administrative Agent or the applicable L/C Lender, as the case
may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase
of such Alternate Currency with Dollars.


 


“Amortization
Payment” shall mean each scheduled installment of payments on the Term Loans as set forth in Sections 3.01(b), 3.01(c),
3.01(d) and 3.01(e).


 


“Anti-Corruption
Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to Borrower or any of its Subsidiaries
from time to time concerning or relating to bribery or corruption.


 


“Anti-Terrorism
Laws” has the meaning set forth in Section 8.27(a).


 


“Applicable
ECF Percentage” shall mean, for any fiscal year, commencing with the fiscal year ended December 31, 2018, (a) 50% if
the Consolidated Total Net Leverage Ratio as of the last day of such fiscal year is equal to or greater than 2.25 to 1.00, (b)
25% if the Consolidated Total Net Leverage Ratio as of the last day of such fiscal year is less than 2.25 to 1.00 and equal to
or greater than 2.00 to 1.00 and (c) 0% if the Consolidated Total Net Leverage Ratio as of the last day of such fiscal year is
less than 2.00 to 1.00.


 






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“Applicable
Fee Percentage” shall mean: with respect to any Unutilized R/C Commitments in respect of any Tranche of Revolving Commitments,
(i) prior to the Initial Financial Statement DeliveryCovenant
Relief Period Termination Date, 0.350.50%
(or the percentage per annum set forth in the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment);
and (ii) on and after the Initial Financial Statement DeliveryCovenant
Relief Period Termination Date, the applicable percentage per annum set forth on Annex B (or the applicable
Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment) set forth opposite the relevant Consolidated Total
Net Leverage Ratio in Annex B (or the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment)
determined as of the most recent Calculation Date. After the Initial Financial Statement DeliveryCovenant
Relief Period Termination Date, any change in the Consolidated Total Net Leverage Ratio shall be effective to adjust
the Applicable Fee Percentage on and as of the date of receipt by Administrative Agent of the Section 9.04 Financials resulting
in such change until the date immediately preceding the next date of delivery of Section 9.04 Financials resulting in another such
change. If Borrower fails to deliver the Section 9.04 Financials within the times specified in Section 9.04(a) or 9.04(b), as applicable,
such ratio shall be deemed to be with respect to any Unutilized R/C Commitments in respect of any Tranche of Revolving Commitments,
at Level I as set forth in Annex B (or the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension
Amendment), in each case, from the date of any such failure to deliver until Borrower delivers such Section 9.04 Financials. In
the event that any financial statement or certification delivered pursuant to Section 9.04 is shown to be inaccurate (an “Inaccuracy
Determination”), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Fee Percentage
for any period (an “Inaccurate Applicable Fee Percentage Period”) than the Applicable Fee Percentage applied
for such Inaccurate Applicable Fee Percentage Period, then Borrower shall promptly (i) deliver to the Administrative Agent corrected
Section 9.04 Financials for such Inaccurate Applicable Fee Percentage Period, (ii) determine the Applicable Fee Percentage for
such Inaccurate Applicable Fee Percentage Period based upon the corrected Section 9.04 Financials and (iii) pay to the Administrative
Agent the accrued additional commitment fee owing as a result of such increased Applicable Fee Percentage for such Inaccurate Applicable
Fee Percentage Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 4.01. It
is acknowledged and agreed that nothing contained herein shall limit the rights of the Administrative Agent and the Lenders under
the Credit Documents, including their rights under Section 3.02 and Article XI and their other respective rights under this Agreement.


 


“Applicable
Lending Office” shall mean, for each Lender and for each Type of Loan, the “Lending Office” of such Lender
(or of an Affiliate of such Lender) (a) that is a lender on the Closing Date, designated for such Type of Loan on Annexes A-1
through A-3 hereof, (b) set forth on such Lender’s signature page to an Incremental Joinder Agreement for any Lender
making any Incremental Commitment pursuant to Section 2.12, (c) set forth on such Lender’s signature page to any Refinancing
Amendment for any Lender providing Credit Agreement Refinancing Indebtedness pursuant to Section 2.15, (c) set forth in the Assignment
Agreement for any Person that becomes a “Lender” hereunder pursuant to an Assignment Agreement or (d) such other office
of such Lender (or of an Affiliate of such Lender) as such Lender may from time to time specify to Administrative Agent and Borrower
as the office by which its Loans of such Type are to be made and maintained.


 






    -4-


     


    

 


“Applicable
Margin” shall mean:


 


(a)    
for each Type and Class of Loan, other than any Term B Facility Loan and any Term B-1 Facility Loan, (i) prior to the
Initial Financial Statement DeliveryCovenant
Relief Period Termination Date, the respective percentage per annum set forth at Level IIII
as set forth on Annex B (or the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment)
for such Type and Class of Loan; and (ii) on and after the Initial Financial Statement
DeliveryCovenant Relief Period Termination
Date, the applicable percentage per annum as set forth on Annex B (or the applicable Incremental Joinder Agreement,
Refinancing Amendment or Extension Amendment) for such Type and Class of Loan, set forth opposite the relevant Consolidated Total
Net Leverage Ratio in Annex B (or the applicable Incremental Joinder Agreement, Refinancing Amendment or Extension Amendment)
determined as of the most recent Calculation Date. After the Initial Financial Statement DeliveryCovenant
Relief Period Termination Date, any change in the Consolidated Total Net Leverage Ratio shall be effective to adjust
the Applicable Margin on and as of the date of receipt by Administrative Agent of the Section 9.04 Financials resulting in such
change until the date immediately preceding the next date of delivery of Section 9.04 Financials resulting in another such change.
If Borrower fails to deliver the Section 9.04 Financials within the times specified in Section 9.04(a) or 9.04(b), as applicable,
such ratio shall be deemed to be at Level I as set forth in Annex B (or the applicable Incremental Joinder Agreement, Refinancing
Amendment or Extension Amendment) from the date of any such failure to deliver until Borrower delivers such Section 9.04 Financials.
In the event of an Inaccuracy Determination, and such inaccuracy, if corrected, would have led to the application of a higher Applicable
Margin for any period (an “Inaccurate Applicable Margin Period”) than the Applicable Margin applied for such
Inaccurate Applicable Margin Period, then Borrower shall promptly (i) deliver to the Administrative Agent corrected Section 9.04
Financials for such Inaccurate Applicable Margin Period, (ii) determine the Applicable Margin for such Inaccurate Applicable Margin
Period based upon the corrected Section 9.04 Financials and (iii) pay to the Administrative Agent the accrued additional interest
owing as a result of such increased Applicable Margin for such Inaccurate Applicable Margin Period, which payment shall be promptly
applied by the Administrative Agent in accordance with Section 4.01. It is acknowledged and agreed that nothing contained herein
shall limit the rights of the Administrative Agent and the Lenders under the Credit Documents, including their rights under Section
3.02 and Article XI and their other respective rights under this Agreement;


 


(b)   
for each Term B Facility Loan, (i) 2.50% per annum, with respect to LIBOR Loans and (ii) 1.50% per annum, with
respect to ABR Loans; and


 


(c)    
for each Term B-1 Facility Loan, (i) 2.25% per annum, with respect to LIBOR Loans and (ii) 1.25% per annum, with
respect to ABR Loans.


 


“Asset Sale”
shall mean (a) any conveyance, sale, lease (other than an operating lease in the ordinary course of business), transfer or
other disposition (including by way of merger or consolidation and including any sale and leaseback transaction) of any Property
(including accounts receivable and Equity Interests of any Person owned by Borrower or any of its Restricted Subsidiaries but not
any Equity Issuance) (whether owned on the Closing Date or thereafter acquired) by Borrower or any of its Restricted Subsidiaries
to any Person (other than (i) with respect to any Credit Party, to any Credit Party, and (ii) with respect to any other
Company, to any Company) to the extent that the aggregate value of such Property sold in any single transaction or related series
of transactions is greater than or equal to $20.0 million and (b) any issuance or sale by any Restricted Subsidiary of its
Equity Interests to any Person (other than to any Company); provided that the following shall not constitute an “Asset
Sale”: (x) any conveyance, sale, lease, transfer or other disposition of obsolete or worn out assets or assets no longer
useful in the business of the Credit Parties, (y) licenses of Intellectual Property entered into in the ordinary course of business
and (z) any conveyance, sale, transfer or other disposition of cash and/or Cash Equivalents.


 


“Assignment
Agreement” shall mean an Assignment and Assumption Agreement substantially in the form attached as Exhibit K
hereto or any other form (including electronic documentation generated by use of an electronic platform) as is reasonably acceptable
to Administrative Agent.


 






    -5-


     


    

 


“Auction Amount”
shall have the meaning provided in Exhibit O hereto.


 


“Auction Manager”
shall mean Bank of America, or another financial institution as shall be selected by Borrower in a written notice to Administrative
Agent, in each case in its capacity as Auction Manager.


 


“Auction Procedures”
shall mean, collectively, the auction procedures, auction notice, return bid and Borrower Assignment Agreement in substantially
the form set forth as Exhibit O hereto or such other form (including electronic documentation generated by use of an electronic
platform) as is reasonably acceptable to Auction Manager, Administrative Agent and Borrower so long as the same are consistent
with the provisions hereof; provided, however, Auction Manager, with the prior written consent of Borrower, may amend
or modify the procedures, notices, bids and Borrower Assignment Agreement in connection with any Borrower Loan Purchase (but excluding
economic terms of a particular auction after any Lender has validly tendered Term Loans requested in an offer relating to such
auction, other than to increase the Auction Amount or raise the Discount Range applicable to such auction); provided, further,
that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due in such
auction.


 


“Auto-Extension
Letter of Credit” shall have the meaning provided by Section 2.03(b).


 


“Available
Amount” shall mean, on any date, an amount not less than zero, equal to:


 


(a)    
50.0% of the aggregate amount of Consolidated Net Income for the period (taken as one accounting period) from the beginning
of the fiscal quarter ending March 31, 2018 to the end of the most recent fiscal quarter of Borrower prior to such date with respect
to which internal financial statements are available (or, if such Consolidated Net Income for such period is a deficit, less 100%
of such deficit); plus


 


(b)   
in the event of (i) the Revocation of a Subsidiary that was designated as an Unrestricted Subsidiary, (ii) the merger, consolidation
or amalgamation of an Unrestricted Subsidiary with or into Borrower or a Restricted Subsidiary (where the surviving entity is Borrower
or a Restricted Subsidiary) or (iii) the transfer or other conveyance of assets of an Unrestricted Subsidiary to, or liquidation
of an Unrestricted Subsidiary into, Borrower or a Restricted Subsidiary, an amount equal to the sum of (x) the fair market value
of the Investments deemed made by Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary at the time such Subsidiary
was designated as an Unrestricted Subsidiary, plus (y) the amount of the Investments of Borrower and its Restricted Subsidiaries
in such Unrestricted Subsidiary made after such designation and prior to the time of such Revocation, merger, consolidation, amalgamation,
conveyance, liquidation or transfer (or of the assets transferred or conveyed, as applicable), other than, in the case of this
clause (y), to the extent such Investments funded Investments by such Unrestricted Subsidiary into a Person that, after giving
effect to the transaction described in clauses (i), (ii) or (iii) above, will be an Unrestricted Subsidiary; provided, that
clauses (x) and (y) shall not be duplicative of any reductions in the amount of such Investments pursuant to the proviso to the
definition of “Investments”; plus


 


(c)    
the aggregate amount of any returns received since the Closing Date and on or prior to such date (including with respect
to contracts related to such Investments and including dividends, interest, distributions, returns of principal, sale proceeds,
repayments, income, payments under contracts relating to such Indebtedness and similar amounts) by Borrower or any Restricted Subsidiary
in respect of any Investments pursuant to Section 10.04(l) to the extent not included in Consolidated Net Income; plus


 


(d)   
the aggregate amount of Equity Issuance Proceeds (including upon conversion or exchange of a debt instrument into or for
any Equity Interests (other than Disqualified Capital Stock)) received by Borrower from or in exchange for the issuance of Equity
Interests (other than Disqualified Capital Stock) after the Closing Date and on or prior to such date; minus


 






    -6-


     


    

 


(e)    
the aggregate amount of any (i) Investments made pursuant to Section 10.04(l), (ii) Restricted Payments made pursuant to
Section 10.06(i)(ii), (iii) Junior Prepayments pursuant to Section 10.09(a)(ii) (in each case, in reliance on the then-outstanding
Available Amount) made since the Closing Date and on or prior to such date and (iv) the aggregate amounts designated by Borrower
as New Investment Returns, Specified General Investment Returns, Specified Additional General Investment Returns and Specified
Unrestricted Subsidiaries Investment Returns to the extent included in Consolidated Net Income.


 


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


 


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


 


“Bank of America”
shall mean Bank of America, N.A., in its individual capacity, and any successor thereto by merger, consolidation or otherwise.


 


“Bankruptcy
Code” shall mean the Title 11 of the United States Code entitled “Bankruptcy,” as now or hereinafter in effect,
or any successor statute thereto.


 


“Beneficial
Owner” has the meaning assigned to such term in Rules 13d-3 and 13d-5 under the Exchange Act.


 


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


 


“BHC
Act Affiliate” of a party shall mean an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


“Bona Fide
Investment Entities” shall mean (i) commercial or corporate banks and (ii) any funds which principally hold passive investments
in portfolios of commercial loans or debt securities for investment purposes in the ordinary course of business.


 


“Borrower”
has the meaning set forth in the introductory paragraph hereof.


 


“Borrower
2021 Notes” shall mean the outstanding 5.875% Senior Notes due 2021 of Borrower in the original aggregate principal amount
of $300.0 million.


 


“Borrower
2021 Notes Redemption” shall mean the purchase, redemption or other acquisition of, or retirement, defeasance or Discharge
of, Borrower 2021 Notes or the related indenture, or the acceptance for purchase, or purchase, of any Borrower 2021 Notes pursuant
to a tender offer, including the payment of any premium and any accrued and unpaid interest with respect thereto; provided,
however, that in the case of a Discharge, the Borrower 2021 Notes Redemption shall be deemed to have occurred at the time
of such Discharge, even if some or all of such Discharged Borrower 2021 Notes are to be purchased or redeemed at a later date.


 






    -7-


     


    

 


“Borrower
Assignment Agreement” shall mean, with respect to any assignment to Borrower or one of its Subsidiaries pursuant to Section
13.05(d) consummated pursuant to the Auction Procedures, an Assignment and Acceptance Agreement substantially in the form of Annex C
to the Auction Procedures (as may be modified from time to time as set forth in the definition of Auction Procedures).


 


“Borrower
Loan Purchase” shall mean any purchase of Term Loans by Borrower or one of its Subsidiaries pursuant to Section 13.05(d).


 


“Borrower
Materials” has the meaning set forth in Section 9.04.


 


“Borrower’s
Liquidity” has the meaning set forth in Section 10.14.


 


“Borrowing”
shall mean (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of LIBOR Loans,
as to which a single Interest Period is in effect, or (b) a Swingline Loan.


 


“Business
Day” shall mean any day, except a Saturday or Sunday, (a) on which commercial banks are not authorized or required to
close in New York and (b) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation
or conversion of or into, or an Interest Period for, a LIBOR Loan or a notice by Borrower with respect to any such borrowing, payment,
prepayment, continuation, conversion or Interest Period, that is also a day on which dealings in Dollar deposits are carried out
in the London interbank market.


 


“Calculation
Date” shall mean the last day of the most recent Test Period.


 


“Canadian
dollars” shall mean the lawful money of Canada.


 


“Capital Expenditures”
shall mean, for any period, any expenditures by Borrower or its Restricted Subsidiaries for the acquisition or leasing of fixed
or capital assets (including Capital Lease Obligations) that should be capitalized in accordance with GAAP and any expenditures
by such Person for maintenance, repairs, restoration or refurbishment of the condition or usefulness of Property of such Person
that should be capitalized in accordance with GAAP; provided that the following items shall not constitute Capital Expenditures:
(a) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed
with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y)
awards of compensation arising from the taking by eminent domain or condemnation (or transfers in lieu thereof) of the assets being
replaced; (b) the purchase price of assets purchased simultaneously with the trade-in of existing assets solely to the extent that
the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the asset being traded
in at such time; (c) the purchase of property or equipment to the extent financed with the proceeds of asset sales or other dispositions
outside the ordinary course of business that are not required to be applied to prepay the Term Loans pursuant to Section 2.10(a)(iii);
(d) expenditures that constitute Permitted Acquisitions or other Acquisitions not prohibited hereunder; (e) any capitalized interest
expense reflected as additions to property in the consolidated balance sheet of Borrower and its Restricted Subsidiaries (including
in connection with sale-leaseback transactions not prohibited hereunder); (f) any non-cash compensation or other non-cash costs
reflected as additions to property in the consolidated balance sheet of Borrower and its Restricted Subsidiaries; and (g) capital
expenditures relating to the construction or acquisition of any property or equipment which has been transferred to a Person other
than Borrower or any of its Restricted Subsidiaries pursuant to a sale-leaseback transaction not prohibited hereunder and capital
expenditures arising pursuant to sale-leaseback transactions.


 


“Capital Lease”
as applied to any Person, shall mean any lease of any Property by that Person as lessee that, in conformity with GAAP, is required
to be classified and accounted for as a capital lease on the balance sheet of that Person; provided, however, that
for the avoidance of doubt, any lease that is accounted for by any Person as an operating lease as of the Closing Date and any
similar lease entered into after the Closing Date by any Person may, in the sole discretion of Borrower, be accounted for as an
operating lease and not as a Capital Lease; and provided, further, that, for the avoidance of doubt, each Master
Lease and any Additional Lease will be accounted for as an operating lease and not as a Capital Lease.


 






    -8-


     


    

 


“Capital Lease
Obligations” shall mean, for any Person, all obligations of such Person to pay rent or other amounts under a Capital
Lease, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined
in accordance with GAAP; provided, however, that for the avoidance of doubt, any lease that is accounted for by any
Person as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date by any Person may,
in the sole discretion of Borrower, be accounted for as an operating lease and not as a Capital Lease; and provided, further,
that, for the avoidance of doubt, each Master Lease and any Additional Lease will be accounted for as an operating lease and not
as a Capital Lease.


 


“Cash Collateralize”
shall mean, in respect of an obligation, to provide and pledge (as a first priority perfected security interest) cash collateral
in Dollars or other credit support, in each case, at a location and pursuant to documentation in form and substance reasonably
satisfactory to (a) Administrative Agent, (b) in the case of obligations owing to an L/C Lender, such L/C Lender, and (c) in the
case of obligations owing to the Swingline Lender, Swingline Lender (and “Cash Collateral”, “Cash Collateralized”
and “Cash Collateralization” have corresponding meanings).


 


“Cash Equivalents”
shall mean, for any Person: (a) direct obligations of the United States, or of any agency thereof, or obligations guaranteed
as to principal and interest by the United States, or by any agency thereof, in either case maturing not more than one year from
the date of acquisition thereof by such Person; (b) time deposits, certificates of deposit or bankers’ acceptances (including
eurodollar deposits) issued by (i) any bank or trust company organized under the laws of the United States or any state thereof
and having capital, surplus and undivided profits of at least $500.0 million that is assigned at least a “B” rating
by Thomson Financial BankWatch or (ii) any Lender or bank holding company owning any Lender (in each case, at the time of
acquisition); (c) commercial paper maturing not more than one year from the date of acquisition thereof by such Person and
(i) issued by any Lender or bank holding company owning any Lender or (ii) rated at least “A-2” or the equivalent thereof
by S&P or at least “P-2” or the equivalent thereof by Moody’s, respectively, (in each case, at the time of
acquisition); (d) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types
described in clause (a) above or (e) below entered into with a bank meeting the qualifications described in clause (b) above
(in each case, at the time of acquisition); (e) securities with maturities of one year or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or taxing
authority thereof or by any foreign government, and rated at least “A” by S&P or “A” by Moody’s
(in each case, at the time of acquisition); (f) securities with maturities of six months or less from the date of acquisition
backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) above
(in each case, at the time of acquisition); (g) money market mutual funds that invest primarily in the foregoing items (determined
at the time such investment in such fund is made); or (h) solely with respect to any Foreign Subsidiary, (i) marketable
direct obligations issued by, or unconditionally guaranteed by, the country in which such Foreign Subsidiary maintains its chief
executive office or principal place of business, or issued by any agency of such country and backed by the full faith and credit
of such country which is rated at least “A” or the equivalent thereof by S&P or “A2” or the equivalent
thereof by Moody’s (in each case, at the time of acquisition), (ii) time deposits, certificates of deposit or bankers’
acceptances issued by any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary
maintains its chief executive office and principal place of business, or payable to a Company promptly following demand and maturing
within one year of the date of acquisition and (iii) other customarily utilized high-quality or cash equivalent-type Investments
in the country where such Foreign Subsidiary maintains its chief executive office or principal place of business.


 


“Cash Management
Agreement” shall mean any agreement to provide cash management services, including treasury, depository, overdraft, credit
or debit card, electronic funds transfer and other cash management arrangements.


 


“Cash Management
Bank” shall mean (a) any Person that is a party to a Cash Management Agreement with Borrower and/or any of its Restricted
Subsidiaries if such Person was, at the date of entering into such Cash Management Agreement, an Agent, a Lender or an Affiliate
of an Agent or a Lender and (b) any Person that is a party to a Cash Management Agreement with Borrower and/or any of its Restricted
Subsidiaries that was in effect on the Closing Date, if such Person becomes an Agent, a Lender or an Affiliate of an Agent or a
Lender within thirty (30) days of the Closing Date, and in the case of each of clauses (a) and (b), such Person executes and delivers
to Administrative Agent a letter agreement in form and substance reasonably acceptable to Administrative Agent pursuant to which
such Person (i) appoints Collateral Agent as its agent under the applicable Credit Documents and (ii) agrees to be bound by the
provisions of Section 12.03.


 






    -9-


     


    

 


“Casualty
Event” shall mean any loss of title or any loss of or damage to or destruction of, or any condemnation or other taking
(or settlement in lieu thereof) (including by any Governmental Authority) of, any Property; provided, however, no
such event shall constitute a Casualty Event if the proceeds thereof or other compensation in respect thereof is less than $20.0
million. “Casualty Event” shall include, but not be limited to, any taking of all or any part of any Real Property
of Borrower or any of its Restricted Subsidiaries or any part thereof, in or by condemnation or other eminent domain proceedings
pursuant to any Law (or settlement in lieu thereof), or by reason of the temporary requisition of the use or occupancy of all or
any part of any Real Property of Borrower or any of its Restricted Subsidiaries or any part thereof by any Governmental Authority,
civil or military.


 


“CERCLA”
shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601
et seq.


 


“Change in
Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Change of
Control” shall be deemed to have occurred if: (a) any “person” or “group” (as such terms are
used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the Beneficial Owner, directly or indirectly, of Voting Stock
representing more than 50% of the voting power of the total outstanding Voting Stock of Borrower, (b) at any time a change of control
occurs under and as defined in any documentation relating to any Material Indebtedness of Borrower or any of its Restricted Subsidiaries
that is then outstanding (excluding any change of control under any Material Indebtedness of an Acquisition target that occurs
as a result of the consummation of such Acquisition), (c) Penn Tenant shall cease to be a Wholly Owned Restricted Subsidiary of
Borrower or (d) from and after the PNK Acquisition Closing Date, PNK Tenant shall cease to be a Wholly Owned Restricted Subsidiary
of Borrower.


 


“Charges”
has the meaning set forth in Section 13.19.


 


“Class”
has the meaning set forth in Section 1.03.


 


“Closing Date”
shall mean the date on which the initial extension of credit is made hereunder, which date is January 19, 2017.


 


“Closing Date
Refinancing” shall mean the entering into of the Second Amendment and the consummation of the transactions contemplated
thereby on the Closing Date and the Borrower 2021 Notes Redemption.


 


“Closing Date
Revolving Commitment” shall mean (a) from the Closing Date through, but excluding, the First Amendment to A&R Credit
Agreement Effective Date, a Revolving Commitment established on the Closing Date, including the Refinancing Revolving Commitments
provided pursuant to the Second Amendment and (b) from and after the First Amendment to A&R Credit Agreement Effective Date,
a Revolving Commitment established on the Closing Date, including the Refinancing Revolving Commitments provided pursuant to the
Second Amendment, that constitutes a Non-Consenting Revolving Commitment on the First Amendment to A&R Credit Agreement Effective
Date.


 


“Closing Date
Revolving Facility” shall mean the credit facility comprising the Closing Date Revolving Commitments and any Incremental
Existing Tranche Revolving Commitments of the same Tranche.


 


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


 






    -10-


     


    

 


“Collateral”
shall mean all of the Pledged Collateral, the Mortgaged Real Property, the Mortgaged Vessels, all Property encumbered pursuant
to Sections 9.08, 9.11 and 9.14, and all other Property of a Credit Party, whether now owned or hereafter acquired, upon which
a Lien securing the Obligations is granted or purported to be granted under any Security Document. “Collateral” shall
not include any assets or Property that has been released (in accordance with the Credit Documents) from the Lien granted to the
Collateral Agent pursuant to the Security Documents, unless and until such time as such assets or Property are required by the
Credit Documents to again become subject to a Lien in favor of the Collateral Agent.


 


“Collateral
Account” shall mean (a) a Deposit Account (as defined in the UCC) of Borrower with respect to which Collateral Agent
has “control” (as defined in Section 9-104 of the UCC) or (b) a Securities Account (as defined in the UCC) of Borrower
with respect to which Collateral Agent has “control” (as defined in Section 9-106 of the UCC).


 


“Collateral
Agent” has the meaning set forth in the introductory paragraph hereof.


 


“Commitments”
shall mean the Revolving Commitments, the Term Loan Commitments, the Swingline Commitment, any Other Commitments, any New Revolving
Commitments and any New Term Loan Commitments.


 


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


 


“Companies”
shall mean Borrower and its Subsidiaries; and “Company” shall mean any one of them.


 


“Competitor”
shall mean a Person or Affiliate of any Person (other than, subject to the other limitations set forth in this definition, an Affiliate
of any Credit Party) that operates, manages or controls the operation of a casino or “racino” or controls, has entered
into any agreement to control or is under common control with, in each case directly or indirectly, any entity that operates,
manages or controls the operation of a casino or “racino”; provided that the foregoing shall not include Bona
Fide Investment Entities.


 


“Compliance
Certificate” has the meaning set forth in Section 9.04(c).


 


“Consolidated
Cash Interest Expense” shall mean, for any Test Period, Consolidated Interest Expense paid in cash with respect to such
Test Period net of cash interest income (other than cash interest income in respect of notes receivable and similar items), of
Borrower and its Restricted Subsidiaries for such Test Period as determined on a consolidated basis in accordance with GAAP, minus
the sum (without duplication) of any of the following to the extent deemed to be included in Consolidated Interest Expense and
paid in cash with respect to such Test Period: (a) payments received under Swap Contracts relating to interest rates with respect
to such Test Period, (b) arrangement, commitment or upfront fees and similar financing fees, original issue discount, and redemption
or prepayment premiums payable during or with respect to such Test Period, (c) interest payable during or with respect to such
Test Period with respect to Indebtedness that has been Discharged, (d) any cash costs associated with breakage or termination in
respect of hedging agreements for interest rates payable during such Test Period and costs and fees associated with obtaining Swap
Contracts and fees payable thereunder, and (e) fees and expenses associated with the consummation of the Transactions. Consolidated
Cash Interest Expense shall exclude interest expense in respect of (a) Indebtedness that is excluded from Consolidated Net Indebtedness
by reason of clause (ii), (iii) or (iv) of the proviso thereof, to the extent of such exclusion or (b) Indebtedness not in excess
of $600.0 million at any one time outstanding, which constitutes Development Expenses, or the proceeds of which were applied to
fund Development Expenses (but only for so long as such Indebtedness or such funded expenses, as the case may be, constitute Development
Expenses). For purposes of determining Consolidated Cash Interest Expense for any Test Period that includes any period ending prior
to the first anniversary of the Closing Date, Consolidated Cash Interest Expense shall be an amount equal to actual Consolidated
Cash Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is
365 and the denominator of which is the number of days from the Closing Date through the date of determination.


 


“Consolidated
Companies” shall mean Borrower and each Subsidiary of Borrower (whether now existing or hereafter created or acquired),
the financial statements of which are (or should be) consolidated with the financial statements of Borrower in accordance with
GAAP.


 


“Consolidated
Current Assets” shall mean, with respect to any Person at any date, the total consolidated current assets of such Person
and its Subsidiaries (other than Unrestricted Subsidiaries) that would, in accordance with GAAP, be classified as current assets
on a consolidated balance sheet of such Person and its Subsidiaries (other than Unrestricted Subsidiaries), other than (x) cash
and Cash Equivalents and (y) the current portion of deferred income tax assets.


 






    -11-


     


    

 


“Consolidated
Current Liabilities” shall mean, with respect to any Person at any date, all liabilities of such Person and its Subsidiaries
(other than Unrestricted Subsidiaries) at such date that would, in accordance with GAAP, be classified as current liabilities on
a consolidated balance sheet of such Person and its Subsidiaries (other than Unrestricted Subsidiaries), other than (x) the current
portion of any Indebtedness and (y) the current portion of deferred income taxes.


 


“Consolidated
EBITDA” shall mean, for any Test Period, the sum (without duplication) of Consolidated Net Income for such Test Period;
plus


 


(a)    
in each case to the extent deducted in calculating such Consolidated Net Income:


 


(i)        
provisions for taxes based on income or profits or capital gains, plus franchise or similar taxes, of Borrower and its Restricted
Subsidiaries for such Test Period;


 


(ii)        
Consolidated Interest Expense (net of interest income (other than interest income in respect of notes receivable and similar
items)) of Borrower and its Restricted Subsidiaries for such Test Period, whether paid or accrued and whether or not capitalized;


 


(iii)      
any cost, charge, fee or expense (including discounts and commissions, premiums and penalties, original issue discount,
debt issuance costs and deferred financing costs and fees and charges incurred in respect of letters of credit or bankers acceptance
financings) (or any amortization or write-off of any of the foregoing) associated with any issuance (or proposed issuance) of debt,
or equity or any refinancing transaction (or proposed refinancing transaction) or any amendment or other modification of any debt
instrument;


 


(iv)       
depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid
cash expenses that were paid in a prior Test Period) and any other non-cash charges or expenses, including any write off or write
downs, reducing Consolidated Net Income (excluding (x) any amortization of a prepaid cash expense that was paid in a prior Test
Period and (y) any non-cash charges and expenses that result in an accrual of a reserve for cash charges in any future Test Period
that Borrower elects not to add back in the current Test Period (it being understood that reserves may be charged in the current
Test Period or when paid, as reasonably determined by Borrower)) of Borrower and its Restricted Subsidiaries for such Test Period;
provided that if any such non-cash charges or expenses represent an accrual of a reserve for potential cash items in any
future Test Period, the cash payment in respect thereof in such future Test Period shall be subtracted from Consolidated EBITDA
to the extent Borrower elected to previously add back such amounts to Consolidated EBITDA;


 


(v)        
any Pre-Opening Expenses;


 


(vi)       
the amount of any restructuring charges or reserve (including those relating to severance, relocation costs and one-time
compensation charges), costs incurred in connection with any non-recurring strategic initiatives, other business optimization expenses
(including incentive costs and expenses relating to business optimization programs and signing, retention and completion bonuses)
and any unusual or non-recurring charges or items of loss or expense (including, without limitation, losses on asset sales (other
than asset sales in the ordinary course of business));


 


(vii)     
any charges, fees and expenses (or any amortization thereof) (including, without limitation, all legal, accounting, advisory
or other transaction-related fees, charges, costs and expenses and any bonuses or success fee payments related to the Transactions)
related to the Transactions, any Permitted Acquisition or Investment (including any other Acquisition) or disposition (or any such
proposed acquisition, Investment or disposition) (including amortization or write offs of debt issuance or deferred financing costs,
premiums and prepayment penalties), in each case, whether or not successful; and


 


(viii)   
any losses resulting from mark to market accounting of Swap Contracts or other derivative instruments; minus


 






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(b)   
in each case to the extent included in calculating such Consolidated Net Income:


 


		(i)	non-cash items increasing such Consolidated Net Income for such Test Period, other than the accrual
of revenue in the ordinary course of business, and other than any items which represent the reversal of any accrual of, or cash
reserve for, anticipated cash charges for any prior Test Period subsequent to the issue date which was not added back to Consolidated
EBITDA when accrued;



 


		(ii)	the amount of any gains resulting from mark to market accounting of Swap Contracts or other derivative
instruments;



 


		(iii)	any unusual or non-recurring items of income or gain (including, without limitation, gains on asset
sales (other than asset sales in the ordinary course of business)) to the extent increasing Consolidated Net Income for such Test
Period; plus



 


(c)    
the amount of cost savings, operating expense reductions and synergies projected by Borrower in good faith to be realized
as a result of specified actions taken or with respect to which steps have been initiated (in the good faith determination of Borrower)
during such Test Period (or with respect to (x) the Transactions, are reasonably expected to be initiated within twelve (12) months
of the Closing Date, or (y) Specified Transactions, are reasonably expected to be initiated within twelve (12) months of the closing
date of the Specified Transaction), including in connection with the Transactions or any Specified Transaction (calculated on a
Pro Forma Basis as though such cost savings, operating expense reductions and synergies had been realized during the entirety of
such Test Period), net of the amount of actual benefits realized during such Test Period from such actions; provided that
(i) a duly completed Officer’s Certificate of Borrower shall be delivered to Administrative Agent together with the applicable
Section 9.04 Financials, providing reasonable detail with respect to such cost savings, operating expense reductions and synergies
and certifying that such savings, operating expense reductions and synergies are reasonably expected to be realized within twelve
(12) months of the taking of such specified actions and are factually supportable in the good faith judgment of Borrower, (ii)
such actions are to be taken within (A) in the case of any such cost savings, operating expense reductions and synergies in connection
with the Transactions, twelve (12) months after the Closing Date and (B) in all other cases, within twelve (12) months after the
consummation of such Specified Transaction, restructuring or implementation of an initiative that is expected to result in such
cost savings, expense reductions or synergies, (iii) no cost savings, operating expense reductions and synergies shall be added
pursuant to this clause (c) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether
through a pro forma adjustment or otherwise, for such Test Period, and (iv) projected amounts (and not yet realized) may no longer
be added in calculating Consolidated EBITDA pursuant to this clause (c) to the extent more than twelve (12) months have elapsed
after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies; provided,
that the aggregate amount of additions made to Consolidated EBITDA for any Test Period pursuant to this clause (c) and Section
1.06(c) shall not (i) exceed 15.0% of Consolidated EBITDA for such Test Period (after giving effect to this clause (c) and Section
1.06(c)) or (ii) be duplicative of one another; plus


 


(d)   
to the extent not included in Consolidated Net Income or, if otherwise excluded from Consolidated EBITDA due to the operation
of clause (b)(iii) above, the amount of insurance proceeds received during such Test Period or after such Test Period and on or
prior to the date the calculation is made with respect to such Test Period, attributable to any property which has been closed
or had operations curtailed for such Test Period; provided that such amount of insurance proceeds shall only be included
pursuant to this clause (d) to the extent of the amount of insurance proceeds plus Consolidated EBITDA attributable to such
property for such Test Period (without giving effect to this clause (d)) does not exceed Consolidated EBITDA attributable to such
property during the most recently completed four fiscal quarters for which financial results are available that such property was
fully operational (or if such property has not been fully operational for four consecutive fiscal quarters for which financial
results are available prior to such closure or curtailment, the Consolidated EBITDA attributable to such property during the Test
Period prior to such closure or curtailment (for which financial results are available) annualized over four fiscal quarters);
plus


 


(e)    
cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA
or Consolidated Net Income in any Test Period to the extent non-cash gains relating to such income were deducted in the calculation
of Consolidated EBITDA pursuant to paragraph (b) above for any previous Test Period and not added back.


 






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Consolidated EBITDA shall
be further adjusted:


 


(A)  
to include the Consolidated EBITDA of (i) any Person, property, business or asset (including a management agreement or similar
agreement) (other than an Unrestricted Subsidiary) acquired by Borrower or any Restricted Subsidiary during such Test Period and
(ii) any Unrestricted Subsidiary that is revoked and converted into a Restricted Subsidiary during such Test Period, in each case,
based on the Consolidated EBITDA of such Person (or attributable to such property, business or asset) for such period (including
the portion thereof occurring prior to such acquisition or Revocation), determined as if references to Borrower and its Restricted
Subsidiaries in Consolidated Net Income and other defined terms therein were to such Person and its Subsidiaries;


 


(B)  
to exclude the Consolidated EBITDA of (i) any Person, property, business or asset (other than an Unrestricted Subsidiary)
sold, transferred or otherwise disposed of, closed or classified as discontinued operations by Borrower or any Restricted Subsidiary
during such Test Period and (ii) any Restricted Subsidiary that is designated as an Unrestricted Subsidiary during such Test Period,
in each case based on the actual Consolidated EBITDA of such Person for such period (including the portion thereof occurring prior
to such sale, transfer, disposition, closing, classification or conversion), determined as if references to Borrower and its Restricted
Subsidiaries in Consolidated Net Income and other defined terms therein were to such Person and its Subsidiaries;


 


(C)  
in the event of any Expansion Capital Expenditures that were opened for business during such Test Period, by multiplying
the Consolidated EBITDA attributable to such Expansion Capital Expenditures (as determined by Borrower) in respect of the first
three (3) complete fiscal quarters following opening of the business representing such Expansion Capital Expenditures by: (x) 4
(with respect to the first such quarter), (y) 2 (with respect to the first two such quarters), and (z) 4/3 (with respect to the
first three such quarters) and, for the avoidance of doubt, excluding Consolidated EBITDA attributable to such Expansion Capital
Expenditures during the quarter in which the business representing such Expansion Capital Expenditure opened (unless such business
opened on the first day of a fiscal quarter);


 


(D)  
in the event of any Development Project that was opened for business during such Test Period, by multiplying the Consolidated
EBITDA attributable to such Development Project (as determined by Borrower) in respect of the first three (3) complete fiscal quarters
following opening of the business representing such Development Project by: (x) 4 (with respect to the first such quarter), (y)
2 (with respect to the first two such quarters), and (z) 4/3 (with respect to the first three such quarters) and, for the avoidance
of doubt, excluding Consolidated EBITDA attributable to such Development Project during the quarter in which such Development Project
opened (unless such business opened on the first day of a fiscal quarter);


 


(E)   
in any fiscal quarter during which a purchase of property that prior to such purchase was subject to any operating lease
that will be terminated in connection with such purchase shall occur and during the three (3) following fiscal quarters, by increasing
Consolidated EBITDA by an amount equal to the quarterly payment in respect of such lease (as if such purchase did not occur) times
(a) four (4) (in the case of the quarter in which such purchase occurs), (b) three (3) (in the case of the quarter following such
purchase), (c) two (2) (in the case of the second quarter following such purchase) and (d) one (1) (in the case of the third quarter
following such purchase), all as determined on a consolidated basis for Borrower and its Restricted Subsidiaries; and


 


(F)   
to exclude the Consolidated EBITDA attributable to Restricted Subsidiaries that are not Guarantors, to the extent the Consolidated
EBITDA attributable to such Persons exceeds 20.0% of Consolidated EBITDA for Borrower and its Restricted Subsidiaries for such
Test Period (calculated after giving effect to such limitation); provided that, with respect to any Restricted Subsidiary
that is not required to become a Guarantor pursuant to this Agreement solely as a result of any applicable Gaming Laws or Gaming
Approvals, such limitation shall not apply until the date that is ninety (90) days after the date such Restricted Subsidiary would
have otherwise been required to become a Guarantor.


 






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Notwithstanding
anything to the contrary contained herein: 


 


(a)               
If Borrower delivers a Covenant Relief Period Termination Notice based on
satisfying the Financial Maintenance Covenants under Section 10.08(a)(i), (b)(i) and (c)(i) for the Test Period ending September
30, 2020 (including for purposes of delivering the certificate of a Responsible Officer of Borrower described in clause (b)
of the definition of “Covenant Relief Period Termination Notice” with respect to such Covenant Relief Period Termination
Notice), then (i) Consolidated EBITDA for the Test Period ending September 30, 2020 shall be deemed to be Consolidated EBITDA
for the fiscal quarter ending September 30, 2020 multiplied by 4, (ii) Consolidated EBITDA for the Test Period ending December
31, 2020 shall be deemed to be Consolidated EBITDA for the fiscal quarters ending September 30, 2020 and December 31, 2020 multiplied
by 2 and (iii) Consolidated EBITDA for the Test Period ending March 31, 2021 shall be deemed to be Consolidated EBITDA for
the fiscal quarters ending September 30, 2020, December 31, 2020 and March 31, 2021 multiplied by 4/3.


 


(b)               
If Borrower delivers a Covenant Relief Period Termination Notice based on
satisfying the Financial Maintenance Covenants under Section 10.08(a)(i), (b)(i) and (c)(i) for the Test Period ending December
31, 2020 (including for purposes of delivering the certificate of a Responsible Officer of Borrower described in clause (b)
of the definition of “Covenant Relief Period Termination Notice” with respect to such Covenant Relief Period Termination
Notice), then (i) Consolidated EBITDA for the Test Period ending December 31, 2020 shall be deemed to be Consolidated EBITDA
for the fiscal quarter ending December 31, 2020 multiplied by 4, (ii) Consolidated EBITDA for the Test Period ending March
31, 2021 shall be deemed to be Consolidated EBITDA for the fiscal quarters ending December 31, 2020 and March 31, 2021 multiplied
by 2 and (iii) Consolidated EBITDA for the Test Period ending June 30, 2021 shall be deemed to be Consolidated EBITDA for
the fiscal quarters ending December 31, 2020, March 31, 2021 and June 30, 2021 multiplied by 4/3.


 


(c)                
If the Covenant Relief Period terminates in accordance with clause (b)
of the definition thereof, (i) Consolidated EBITDA for the Test Period ending March 31, 2021 shall be deemed to be the greater
of (1) Consolidated EBITDA for the fiscal quarter ending March 31, 2021 multiplied by 4 and (2) the sum of Consolidated
EBITDA for the fiscal quarters ending December 31, 2020 and March 31, 2021 multiplied by 2, (ii) if Consolidated EBITDA for
the Test Period ending March 31, 2021 was determined based on clause (c)(i)(1) above, then (1) Consolidated EBITDA for the
Test Period ending June 30, 2021 shall be deemed to be (x) Consolidated EBITDA for the fiscal quarters ending March 31, 2021
and June 30, 2021 multiplied by (y) 2 and (2) Consolidated EBITDA for the Test Period ending September 30, 2021 shall
be deemed to be (x) Consolidated EBITDA for the fiscal quarters ending March 31, 2021, June 30, 2021 and September 30, 2021
multiplied by (y) 4/3 and (iii) if Consolidated EBITDA for the Test Period ending March 31, 2021 was determined based
on clause (c)(i)(2) above, then (1) Consolidated EBITDA for the Test Period ending June 30, 2021 shall be deemed to be (x) the
sum of (I) the average of Consolidated EBITDA for the fiscal quarters ending December 31, 2020 and March 31, 2021 plus (II) Consolidated
EBITDA for the fiscal quarter ending June 30, 2021, multiplied by (y) 2, (2) Consolidated EBITDA for the Test Period
ending September 30, 2021 shall be deemed to be the (x) sum of (I) the average of Consolidated EBITDA for the fiscal
quarters ending December 31, 2020 and March 31, 2021 plus (II) Consolidated EBITDA for the fiscal quarters ending June 30,
2021 and September 30, 2021, multiplied by (y) 4/3 and (3) Consolidated EBITDA for the Test Period ending December 31,
2021 shall be deemed to be the sum of (x) the average of Consolidated EBITDA for the fiscal quarters ending December 31, 2020
and March 31, 2021 plus (y) Consolidated EBITDA for the fiscal quarters ending June 30, 2021, September 30, 2021 and December
31, 2021.


 






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“Consolidated
Interest Expense” shall mean, for any Test Period, the sum of interest expense of Borrower and its Restricted Subsidiaries
for such Test Period as determined on a consolidated basis in accordance with GAAP, plus, to the extent deducted in arriving
at Consolidated Net Income and without duplication, (a) the interest portion of payments on Capital Leases, (b) amortization
of financing fees, debt issuance costs and interest or deferred financing or debt issuance costs, (c) arrangement, commitment or
upfront fees, original issue discount, redemption or prepayment premiums, (d) commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers’ acceptance financing, (e) interest with respect to Indebtedness that
has been Discharged, (f) the accretion or accrual of discounted liabilities during such period, (g) interest expense attributable
to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments, (h) payments
made under Swap Contracts relating to interest rates with respect to such Test Period and any costs associated with breakage in
respect of hedging agreements for interest rates, (i) all interest expense consisting of liquidated damages for failure to timely
comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP,
(j) fees and expenses associated with the consummation of the Transactions, (k) annual or quarterly agency fees paid to Administrative
Agent and (l) costs and fees associated with obtaining Swap Contracts and fees payable thereunder.


 


“Consolidated
Net Income” shall mean, for any Test Period, the aggregate of the net income of Borrower and its Restricted Subsidiaries
for such Test Period, on a consolidated basis, determined in accordance with GAAP; provided that, without duplication:


 


(a)    
any gain or loss (together with any related provision for taxes thereon) realized in connection with (i) any asset sale
(other than asset sales in the ordinary course of business) or (ii) any disposition of any securities (other than dispositions
in the ordinary course of business) by such Person or any of its Restricted Subsidiaries shall be excluded;


 


(b)   
any extraordinary gain or loss (together with any related provision for taxes thereon) shall be excluded;


 


(c)    
the net income of any Person that (i) is not a Restricted Subsidiary, (ii) is accounted for by the equity method of accounting,
(iii) is an Unrestricted Subsidiary or (iv) is a Restricted Subsidiary (or former Restricted Subsidiary) with respect to which
a Trigger Event has occurred following the occurrence and during the continuance of such Trigger Event shall be excluded; provided
that Consolidated Net Income of Borrower and its Restricted Subsidiaries shall be increased by the amount of dividends or distributions
or other payments (including management fees) that are actually paid or are payable in cash to Borrower or a Restricted Subsidiary
thereof in respect of such period by such Persons (or to the extent converted into cash);


 


(d)   
the undistributed earnings of any Subsidiary of Borrower that is not a Guarantor to the extent that, on the date of determination
the payment of cash dividends or similar cash distributions by such Subsidiary (or loans or advances by such subsidiary to any
parent company) are not permitted by the terms of any Contractual Obligation (other than under any Credit Document) or Requirement
of Law applicable to such Subsidiary shall be excluded, unless such restrictions with respect to the payment of cash dividends
and other similar cash distributions have been waived; provided that Consolidated Net Income of Borrower and its Restricted
Subsidiaries shall be increased by the amount of dividends or distributions or other payments (including management fees) that
are actually paid or are payable in cash to Borrower or a Restricted Subsidiary (not subject to such restriction) thereof in respect
of such period by such Subsidiaries (or to the extent converted into cash);


 


(e)    
any goodwill or other asset impairment charges or other asset write-offs or write downs, including any resulting from the
application of Accounting Standards Codification Nos. 350 and No. 360, and any expenses or charges relating to the amortization
of intangibles as a result of the application of Accounting Standards Codification No. 805, shall be excluded;


 






    -16-


     


    

 


(f)     
any non-cash charges or expenses related to the repurchase of stock options to the extent not prohibited by this Agreement,
and any non-cash charges or expenses related to the grant, issuance or repricing of, or any amendment or substitution with respect
to, stock appreciation or similar rights, stock options, restricted stock, or other Equity Interests or other equity based awards
or rights or equivalent instruments, shall be excluded;


 


(g)   
the cumulative effect of a change in accounting principles shall be excluded;


 


(h)   
any expenses or reserves for liabilities shall be excluded to the extent that Borrower or any of its Restricted Subsidiaries
is entitled to indemnification therefor under binding agreements; provided that any such liabilities for which Borrower
or any of its Restricted Subsidiaries is not actually indemnified shall reduce Consolidated Net Income for the period in which
it is determined that Borrower or such Restricted Subsidiary will not be indemnified (to the extent such liabilities would otherwise
reduce Consolidated Net Income without giving effect to this clause (h));


 


(i)     
losses, to the extent covered by insurance and actually reimbursed, or, so long as Borrower has made a determination that
there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount
is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date
of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), and expenses
with respect to liability or casualty events or business interruption, shall be excluded;


 


(j)     
gains and losses resulting solely from fluctuations in currency values and the related tax effects shall be excluded, and
charges relating to Accounting Standards Codification Nos. 815 and 820 shall be excluded; and


 


(k)   
the net income (or loss) of a Restricted Subsidiary that is not a Wholly Owned Subsidiary shall be included in an amount
proportional to Borrower’s economic ownership interest therein.


 


Notwithstanding
anything contained herein to the contrary, for purposes of this Agreement, Consolidated Net Income shall be calculated by deducting,
without duplication of amounts otherwise deducted, rent, insurance, property taxes and other amounts and expenses actually paid
in cash under a Master Lease or any Additional Lease in the applicable Test Period and no deductions in calculating Consolidated
Net Income shall occur as a result of imputed interest, amounts under a Master Lease or any Additional Lease not paid in cash during
the relevant Test Period or other non-cash amounts incurred in respect of a Master Lease or any Additional Lease; provided
that any “true-up” of rent paid in cash pursuant to a Master Lease or any Additional Lease shall be accounted for in
the fiscal quarter to which such payment relates as if such payment were originally made in such fiscal quarter.


 


“Consolidated
Net Indebtedness” shall mean, as at any date of determination, (a) the aggregate amount of all Indebtedness of Borrower
and its Restricted Subsidiaries (other than any such Indebtedness that has been Discharged) on such date, in an amount that would
be reflected on a balance sheet on such date prepared on a consolidated basis in accordance with GAAP, consisting of Indebtedness
for borrowed money, obligations in respect of Capital Leases, purchase money Indebtedness, Indebtedness of the kind described in
clause (d) of the definition of “Indebtedness”, Indebtedness evidenced by promissory notes and similar instruments
and Contingent Obligations in respect of any of the foregoing (to be included only to the extent set forth in clause (iii) below)
minus (b) Unrestricted Cash minus (c) Development Expenses (excluding Development Expenses that consist of Unrestricted
Cash that was deducted from Consolidated Net Indebtedness pursuant to clause (b) above, if any); provided that (i) Consolidated
Net Indebtedness shall not include (A) Indebtedness in respect of letters of credit (including Letters of Credit), except to the
extent of unreimbursed amounts thereunder or (B) Indebtedness of the type described in clause (i) of the definition thereof, (ii)
the amount of Consolidated Net Indebtedness, in the case of Indebtedness of a Restricted Subsidiary that is not a Wholly Owned
Subsidiary, shall be reduced by an amount directly proportional to the amount (if any) by which Consolidated EBITDA was reduced
(including through the calculation of Consolidated Net Income) (A) in respect of such non-controlling interest in such Restricted
Subsidiary owned by a Person other than Borrower or any of its Restricted Subsidiaries or (B) pursuant to clause (F) of the definition
of Consolidated EBITDA (provided that in the case of this clause (ii)(B), such Indebtedness is not guaranteed by any Credit
Party in an amount in excess of the proportion of such Indebtedness that would not be so excluded), (iii) Consolidated Net Indebtedness
shall not include Contingent Obligations, provided, however, that if and when any such Contingent Obligation is demanded
for payment from Borrower or any of its Restricted Subsidiaries, then the amounts of such Contingent Obligation shall be included
in such calculations, and (iv) the amount of Consolidated Net Indebtedness, in the case of Indebtedness of a Restricted Subsidiary
of Borrower that is not a Guarantor and which Indebtedness is not guaranteed by any Credit Party in an amount in excess of the
proportion of such Indebtedness that would not be so excluded, shall be reduced by an amount directly proportional to the amount
by which Consolidated EBITDA was reduced due to the undistributed earnings of such Subsidiary being excluded from Consolidated
Net Income pursuant to clause (d) thereof.


 






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“Consolidated
Senior Secured Net Leverage Ratio” shall mean, as of any date of determination, the ratio of (a)  Consolidated Net
Indebtedness of Borrower and its Restricted Subsidiaries that is secured by Liens on property or assets of Borrower or its Restricted
Subsidiaries as of such date (other than any such Consolidated Net Indebtedness that is expressly subordinated in right of payment
to the Obligations pursuant to a written agreement) to (b) Consolidated EBITDA for the Test Period most recently ended prior
to such date; provided, however that for purposes of Sections 2.09(b)(ii), 10.06(i), 10.06(k) and 10.09(a), Consolidated
Net Indebtedness as used in clause (a) above shall be calculated without giving effect to clause (c) of the definition of Consolidated
Net Indebtedness.


 


“Consolidated
Total Assets” shall mean, as of any date of determination, the total assets of the Borrower and its Restricted Subsidiaries
determined in accordance with GAAP, as set forth on the consolidated balance sheet of the Borrower as of the last day of the Test
Period most recently ended prior to such date.


 


“Consolidated
Total Net Leverage Ratio” shall mean, as at any date of determination, the ratio of (a) Consolidated Net Indebtedness
as of such date to (b) Consolidated EBITDA for the Test Period most recently ended prior to such date; provided, however
that for purposes of determining whether Borrower is in compliance on a Pro Forma Basis under the Financial Maintenance Covenants
pursuant to Sections 2.09(b)(ii), 10.06(i), 10.06(k) and 10.09(a), the amount described in clause (a) above shall be calculated
without giving effect to clause (c) of the definition of Consolidated Net Indebtedness.


 


“Contingent
Obligation” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation
or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment
of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain
the net worth or solvency of the primary obligor; (c) 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 (d) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided,
however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in
the ordinary course of business and any lease guarantees executed by any Company in the ordinary course of business. The amount
of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation
in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such
Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable,
the maximum reasonably anticipated potential liability in respect thereof (assuming such Person is required to perform thereunder)
as determined by such Person in good faith.


 


“Contractual
Obligation” shall mean as to any Person, any provision of any security issued by such Person or of any mortgage, deed
of trust, security agreement, pledge agreement, promissory note, indenture, credit or loan agreement, guaranty, securities purchase
agreement, instrument, lease, contract, agreement or other contractual obligation to which such Person is a party or by which it
or any of its Property is bound or subject.


 


“Covenant
Relief Period” shall mean the period commencing on the Second Amendment to A&R Credit Agreement Effective Date and ending
on the earlier of (a) the date that is two (2) Business Days after the date on which Administrative Agent receives a Covenant
Relief Period Termination Notice from Borrower and (b) the date on which Administrative Agent receives from Borrower the Compliance
Certificate and Section 9.04 Financials in respect of the fiscal quarter ending March 31, 2021 (such earlier date, the “Covenant
Relief Period Termination Date”).


 






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“Covenant
Relief Period Termination Date” has the meaning set forth in the definition of “Covenant Relief Period.”


 


“Covenant
Relief Period Termination Notice” shall mean a certificate of a Responsible Officer of Borrower that is delivered to Administrative
Agent (a) stating that Borrower irrevocably elects (i) to terminate the Covenant Relief Period effective as of the date
that is two (2) Business Days after the date on which Administrative Agent receives a Covenant Relief Period Termination Notice
and (ii) that commencing with the first fiscal quarter ending after the Covenant Relief Period Termination Date, the Financial
Maintenance Covenants set forth in Section 10.08 shall be governed by clauses (a)(i), (b)(i) and (c)(i) thereof (instead
of clauses (a)(ii), (b)(ii) and (c)(ii) hereof) and (b) certifying that Borrower and its Restricted Subsidiaries would
have been in compliance with the Financial Maintenance Covenants (as set forth in clauses (a)(i), (b)(i) and (c)(i) of Section
10.08 and excluding Section 10.14) as of the most recent Calculation Date if such Financial Maintenance Covenants had been applicable,
and setting forth in reasonable detail the computations necessary to determine such compliance.


 


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


 


“Covered
Party” has the meaning set forth in Section 13.22.


 


“Covered Taxes”
shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation
of any Credit Party under this Agreement, any Note, any Guarantee or any other Credit Document and (b) to the extent not otherwise
described in the foregoing clause (a).,
Other Taxes.


 


“Credit Agreement
Refinancing Indebtedness” shall mean (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority
Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) other Indebtedness incurred pursuant to a Refinancing Amendment
(including, without limitation, Other Term Loans and Other Revolving Loans), in each case, issued, incurred or otherwise obtained
(including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance,
in whole or part, then-existing Term Loans, Revolving Loans (and/or unused Revolving Commitments) and/or Credit Agreement Refinancing
Indebtedness (“Refinanced Debt”); provided that (i) such Indebtedness has the same or a later maturity
(provided that if such Indebtedness is subordinated to the Obligations or secured by a junior lien on the Collateral or
is unsecured, then its maturity shall be no earlier than the 91st day after the Final Maturity Date) and, except in
the case of any Indebtedness consisting of a revolving credit facility, a Weighted Average Life to Maturity equal to or greater
than, the Refinanced Debt, (ii) such Indebtedness shall not have a greater principal amount than the principal amount of the Refinanced
Debt, plus, accrued interest, fees and premiums (if any) thereon, plus, other fees and expenses associated with the
refinancing (including any upfront fees and original issue discount), (iii) such Refinanced Debt shall be repaid, defeased or satisfied
and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall
be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained, (iv) to the extent such Credit
Agreement Refinancing Indebtedness consists of a revolving credit facility, the Revolving Commitments of the applicable Tranche(s)
shall be reduced and/or terminated, as applicable, such that the Total Revolving Commitments (after giving effect to such Credit
Agreement Refinancing Indebtedness and such reduction or termination) shall not exceed the Total Revolving Commitments immediately
prior to the incurrence of such Credit Agreement Refinancing Indebtedness, plus, accrued interest, fees and premiums (if
any) thereon, plus, other fees and expenses associated with the refinancing (including any upfront fees and original issue
discount), (v) the terms (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions)
of such Indebtedness are (as determined by Borrower in good faith), taken as a whole, not materially more restrictive than the
terms set forth in this Agreement, (vi) Borrower shall be the sole borrower thereunder and no Subsidiary of Borrower shall guaranty
such Indebtedness unless such Subsidiary is also a Guarantor hereunder, and (vii) such Indebtedness shall not be secured by any
Liens, except Liens on the Collateral.


 






    -19-


     


    

 


“Credit Documents”
shall mean (a) this Agreement, (b) the Notes, (c) the L/C Documents, (d) the Security Documents, (e) any Pari Passu
Intercreditor Agreement, (f) any Second Lien Intercreditor Agreement, (g) any Incremental Joinder Agreement, (h) any Extension
Amendment and (i) each other agreement entered into by any Credit Party with Administrative Agent, Collateral Agent and/or any
Lender, in connection herewith or therewith evidencing or governing the Obligations, all as amended from time to time, but shall
not include a Swap Contract or Cash Management Agreement.


 


“Credit Parties”
shall mean Borrower and the Guarantors.


 


“Credit Swap
Contracts” shall mean any Swap Contract between Borrower and/or any or all of its Restricted Subsidiaries and a Swap
Provider (excluding any Swap Contract of the type described in the last sentence of the definition of Swap Contract).


 


“Debt Issuance”
shall mean the incurrence by Borrower or any Restricted Subsidiary of any Indebtedness after the Closing Date (other than as permitted
by Section 10.01). The issuance or sale of any debt instrument convertible into or exchangeable or exercisable for any Equity
Interests shall be deemed a Debt Issuance for purposes of Section 2.10(a).


 


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


 


“Declined
Amounts” shall have the meaning given to such term in Section 2.10(b).


 


“Default”
shall mean any event or condition that constitutes an Event of Default or that would become, with notice or lapse of time or both,
an Event of Default.


 


“Default Rate”
shall mean a per annum rate equal to, (i) in the case of principal on any Loan, the rate which is 2% in excess of the rate
borne by such Loan immediately prior to the respective payment default or other Event of Default, and (ii) in the case of any other
Obligations, the rate which is 2% in excess of the rate otherwise applicable to ABR Loans which are Revolving Loans from time to
time (determined based on a weighted average if multiple Tranches of Revolving Commitments are then outstanding).


 


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


 


“Defaulting
Lender” shall mean, subject to Section 2.14(b), any Lender that (i) has failed to (A) fund all or any portion of its
Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender has notified
Administrative Agent and Borrower in writing that such failure is the result of such Lender’s good faith determination that
one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default,
if any, will be specifically identified in such writing), or (B) comply with its obligations under this Agreement to make a payment
to the L/C Lender in respect of a L/C Liability, make a payment to Swingline Lender in respect of a Swingline Loan, and/or make
a payment to a Lender of any amount required to be paid to it hereunder, in each case within two (2) Business Days of the date
when due, (ii) has notified Borrower, Administrative Agent, a L/C Lender or the Swingline Lender in writing, or has stated publicly,
that it will not comply with any such funding obligation hereunder, unless such writing or statement states that such position
is based on such Lender’s good faith determination that one or more conditions precedent to funding cannot be satisfied (which
conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement),
(iii) a Lender Insolvency Event has occurred and is continuing with respect to such Lender or its Parent Company or (iv) any Lender
that has, for three or more Business Days after written request of Administrative Agent or Borrower, failed to confirm in writing
to Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that
such Lender will cease to be a Defaulting Lender pursuant to this clause (iv) upon Administrative Agent’s and Borrower’s
receipt of such written confirmation). Any determination of a Defaulting Lender under clauses (i) through (iv) above will be conclusive
and binding absent manifest error.


 






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“Designated
Jurisdiction” shall mean any country, region or territory to the extent that such country, region or territory is the
subject of any Sanction.


 


“Designated
Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by Borrower or any of its
Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to
an Officer’s Certificate setting forth the basis of such valuation, executed by a financial officer of Borrower, minus
the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash
Consideration.


 


“Designation”
has the meaning set forth in Section 9.12(a).


 


“Designation
Amount” has the meaning set forth in Section 9.12(a)(ii).


 


“Development
Expenses” shall mean, without duplication, the aggregate principal amount, not to exceed $600.0 million at any time,
of (a) outstanding Indebtedness incurred after the Closing Date, the proceeds of which, at the time of determination, as certified
by a Responsible Officer of Borrower, are pending application and are required or intended to be used to fund and (b) amounts spent
after the Closing Date (whether funded with the proceeds of Indebtedness, cash flow or otherwise) to fund, in each case, (i) Expansion
Capital Expenditures of Borrower or any Restricted Subsidiary, (ii) a Development Project or (iii) interest, fees or related charges
with respect to such Indebtedness; provided that (A) Borrower or the Restricted Subsidiary or other Person that owns assets
subject to the Expansion Capital Expenditure or Development Project, as applicable, is diligently pursuing the completion thereof
and has not at any time ceased construction of such Expansion Capital Expenditure or Development Project, as applicable, for a
period in excess of 90 consecutive days (other than as a result of a force majeure event or inability to obtain requisite Gaming
Approvals or other governmental authorizations, so long as, in the case of any such Gaming Approvals or other governmental authorizations,
Borrower or a Restricted Subsidiary or other applicable Person is diligently pursuing such Gaming Approvals or governmental authorizations),
(B) no such Indebtedness or funded costs shall constitute Development Expenses with respect to an Expansion Capital Expenditure
or a Development Project from and after the end of the first full fiscal quarter after the completion of construction of the applicable
Expansion Capital Expenditure or Development Project or, in the case of a Development Project or Expansion Capital Expenditure
that was not open for business when construction commenced, from and after the end of the first full fiscal quarter after the date
of opening of such Development Project or Expansion Capital Expenditure, if earlier, and (C) in order to avoid duplication, it
is acknowledged that to the extent that the proceeds of any Indebtedness referred to in clause (a) above have been applied (whether
for the purposes described in clauses (i), (ii) or (iii) above or any other purpose), such Indebtedness shall no longer constitute
Development Expenses (it being understood, however, that any such application in accordance with clauses (i), (ii) or (iii) above
shall, subject to the other requirements and limitations of this definition, constitute Development Expenses under clause (b) above).


 


“Development
Project” shall mean Investments, directly or indirectly, (a) in any Joint Ventures or Unrestricted Subsidiaries in which
Borrower or any of its Restricted Subsidiaries, directly or indirectly, has control or with whom it has a management, development
or similar contract and, in the case of a Joint Venture, in which Borrower or any of its Restricted Subsidiaries owns (directly
or indirectly) at least 25% of the Equity Interest of such Joint Venture, or (b) in, or expenditures with respect to, casinos and
 “racinos” or Persons that own casinos or “racinos” (including casinos and “racinos” in development
or under construction that are not presently open or operating with respect to which Borrower or any of its Restricted Subsidiaries
has (directly or indirectly through Subsidiaries) entered into a management, development or similar contract and such contract
remains in full force and effect at the time of such Investment), in each case, used to finance, or made for the purpose of allowing
such Joint Venture, Unrestricted Subsidiary, casino or “racino”, as the case may be, to finance, the purchase or other
acquisition of any fixed or capital assets or the refurbishment of existing assets or properties that develops, adds to or significantly
improves the property of such Joint Venture, Unrestricted Subsidiary, casino or “racino” and assets ancillary or related
thereto (including, without limitation, hotels, restaurants and other similar projects), or the construction and development of
a casino, “racino” or assets ancillary or related thereto (including, without limitation, hotels, restaurants and other
similar projects) and including Pre-Opening Expenses with respect to such Joint Venture, Unrestricted Subsidiary, casino or “racino”.


 






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“Discharged”
shall mean Indebtedness that has been defeased (pursuant to a contractual or legal defeasance) or discharged pursuant to the prepayment
or deposit of amounts sufficient to satisfy such Indebtedness at maturity or as it becomes due or irrevocably called (or conditionally
called, subject to the proviso below or if all conditions have been satisfied or waived) for redemption or purchase, or otherwise
for which the deposit of an amount sufficient to satisfy any obligation to purchase such Indebtedness has been made (and regardless
of whether such Indebtedness constitutes a liability on the balance sheet of the obligors thereof); provided, however,
that the Indebtedness shall be deemed Discharged if the payment or deposit of all amounts required for defeasance or discharge
or redemption or purchase or other satisfaction thereof have been made even if certain conditions thereto have not been satisfied,
so long as such conditions are reasonably expected to be satisfied within 95 days after such prepayment or deposit (and “Discharge”
has a corresponding meaning).


 


“Discount
Range” shall have the meaning provided in Exhibit O hereto.


 


“Disqualified
Capital Stock” shall mean, with respect to any Person, any Equity Interest of such Person that, by its terms (or by the
terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures
(excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable or redeemable
at the sole option of the holder thereof, pursuant to a sinking fund obligation or otherwise (other than solely (w) for Qualified
Capital Stock or upon a sale of assets, casualty event or a change of control, in each case, subject to the prior payment in full
of the Obligations, (x) as a result of a redemption required by Gaming Law, (y) as a result of a redemption that by the terms of
such Equity Interest is contingent upon such redemption not being prohibited by this Agreement or (z) with respect to Equity Interests
issued to any plan for the benefit of, or to, present or former directors, officers, consultants or employees that is required
to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations as a result of such
director’s, officer’s, consultant’s, or employee’s termination, resignation, retirement, death or disability),
or exchangeable or convertible into debt securities of the issuer thereof at the sole option of the holder thereof, in whole or
in part, on or prior to the date that is 181 days after the Final Maturity Date then in effect at the time of issuance thereof.


 


“Disqualified
Lenders” shall mean (a) such Persons that have been specified in writing to the Joint Lead Arrangers pursuant to the
Engagement Letter, (b) such Persons that have been specified in writing to the Administrative Agent prior to the Closing Date as
being “Disqualified Lenders”, (c) Competitors that have been identified in writing to the Administrative Agent, (d)
any Affiliate of any Person referred to in clause (a), (b) or (c) of this definition that has been specified in writing to the
Administrative Agent (other than, in the case of Affiliates of Persons referred to in clause (c), any Bona Fide Investment Entity)
and (e) any Person that is readily identifiable on the basis of its name as an Affiliate of any Person referred to in clause (a),
(b) or (c) of this definition (other than, in the case of Affiliates of Persons referred to in clause (c), any Bona Fide Investment
Entity).


 


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


 


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


 


“Domestic
Subsidiary” of any Person shall mean any Subsidiary of such Person incorporated, organized or formed in the United States
or any state or territory thereof or the District of Columbia.


 


“DQ List”
shall have the meaning provided in Section 13.05(f)(iv).


 


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


 






    -22-


     


    

 


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


 


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


 


“Eligible
Assignee” shall mean and include (i) a commercial bank, an insurance company, a finance company, a financial institution,
any fund that invests in loans or any other “accredited investor” (as defined in Regulation D) and (ii) solely
for purposes of Borrower Loan Purchases, Borrower and its Restricted Subsidiaries; provided, however, that (x) other than
as set forth in clause (ii) of this definition, neither Borrower nor any of Borrower’s Affiliates or Subsidiaries shall be
an Eligible Assignee, (y) Eligible Assignee shall not include any Person that is a Disqualified Lender as of the applicable Trade
Date unless consented to in writing by Borrower and (z) Eligible Assignee shall not include any Person who is a Defaulting Lender.


 


“Employee
Benefit Plan” shall mean an employee benefit plan (as defined in Section 3(3) of ERISA) that is maintained or contributed
to by any ERISA Entity.


 


“Employee
Matters Agreement” shall mean the employee matters agreement between Borrower and GLPI, dated as of November 1, 2013.


 


“Engagement
Letter” shall mean the Engagement Letter, dated January 17, 2017, among the Engagement Parties and Borrower.


 


“Engagement
Parties” shall mean Bank of America, N.A., JPMorgan Chase Bank, N.A., Fifth Third Bank, Citizens Bank, N.A., U.S. Bank
National Association, Wells Fargo Securities LLC, Manufacturers & Traders Trust Company, SunTrust Robinson Humphrey, Inc.,
Goldman Sachs Bank USA, TD Securities (USA) LLC, UBS Securities LLC and United Bank, Inc., each in its individual capacity.


 


“Environment”
shall mean ambient air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface
or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.


 


“Environmental
Action” shall mean (a) any notice, claim, demand or other written or, to the knowledge of any Responsible Officer of
Borrower, oral communication alleging liability of Borrower or any of its Restricted Subsidiaries for investigation, remediation,
removal, cleanup, response, corrective action or other costs, damages to natural resources, personal injury, property damage, fines
or penalties resulting from, related to or arising out of (i) the presence, Release or threatened Release in or into the Environment
of Hazardous Material at any location or (ii) any violation of Environmental Law, and shall include, without limitation, any claim
seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or
arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to human
health, safety or the Environment arising under Environmental Law and (b) any investigation, monitoring, removal or remedial activities
undertaken by or on behalf of Borrower or any of its Restricted Subsidiaries, arising under Environmental Law whether or not such
activities are carried out voluntarily.


 


“Environmental
Law” shall mean any and all applicable treaties, laws, statutes, ordinances, regulations, rules, decrees, judgments,
orders, consent orders, consent decrees and other binding legal requirements, and the common law, relating to protection of public
health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages,
or occupational safety or health.


 






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“Equity Interests”
shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership
interests (however designated, whether voting or non-voting), of equity of such Person, including, if such Person is a partnership,
partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, such partnership, whether outstanding on the Closing
Date or issued after the Closing Date; provided, however, that a debt instrument convertible into or exchangeable
or exercisable for any Equity Interests or Swap Contracts entered into as a part of, or in connection with, an issuance of such
debt instrument shall not be deemed an Equity Interest.


 


“Equity Issuance”
shall mean (a) any issuance or sale after the Closing Date by Borrower of any Equity Interests (including any Equity Interests
issued upon exercise of any Equity Rights) or any Equity Rights, or (b) the receipt by Borrower after the Closing Date of
any capital contribution (whether or not evidenced by any Equity Interest issued by the recipient of such contribution). The issuance
or sale of any debt instrument convertible into or exchangeable or exercisable for any Equity Interests shall be deemed a Debt
Issuance and not an Equity Issuance for purposes of the definition of Equity Issuance Proceeds; provided, however,
that such issuance or sale shall be deemed an Equity Issuance upon the conversion or exchange of such debt instrument into Equity
Interests.


 


“Equity Issuance
Proceeds” shall mean, with respect to any Equity Issuance, the aggregate amount of all cash and Cash Equivalents and
the fair market value of assets or consideration other than cash and Cash Equivalents received in respect thereof by the Person
consummating such Equity Issuance net of all investment banking fees, discounts and commissions, legal fees, consulting fees, accountants’
fees, underwriting discounts and commissions and other fees and expenses actually incurred in connection therewith; provided
that, with respect to any Equity Interests issued upon exercise of any Equity Rights, the Equity Issuance Proceeds with respect
thereto shall be determined without duplication of any Equity Issuance Proceeds received in respect of such Equity Rights.


 


“Equity Rights”
shall mean, with respect to any Person, any then-outstanding subscriptions, options, warrants, commitments, preemptive rights or
agreements of any kind (including any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting
of any additional Equity Interests of any class, or partnership or other ownership interests of any type in, such Person; provided,
however, that a debt instrument convertible into or exchangeable or exercisable for any Equity Interests shall not be deemed
an Equity Right.


 


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


 


“ERISA Entity”
shall mean any member of an ERISA Group.


 


“ERISA Event”
shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with
respect to a Pension Plan (other than an event for which the 30-day notice requirement is waived); (b) with respect to any Pension
Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code and Section 302 of ERISA, whether or not
waived, the failure by any ERISA Entity to make by its due date a required installment under Section 430(j) of the Code with respect
to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the filing pursuant to Section
412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any
Pension Plan; (d) the incurrence by any ERISA Entity of any liability under Title IV of ERISA with respect to the termination of
any Pension Plan; (e) the receipt by any ERISA Entity from the PBGC or a plan administrator of any notice indicating an intent
to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan; (f) the occurrence of any event or condition
which would reasonably constitute grounds under ERISA for the termination of or the appointment of a trustee to administer, any
Pension Plan; (g) the incurrence by any ERISA Entity of any liability with respect to the withdrawal or partial withdrawal from
any Pension Plan or Multiemployer Plan; (h) the receipt by an ERISA Entity of any notice, or the receipt by any Multiemployer
Plan from any ERISA Entity of any notice, concerning the imposition of Withdrawal Liability on any ERISA Entity or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (i)
the making of any amendment to any Pension Plan which would be reasonably likely to result in the imposition of a lien or the posting
of a bond or other security under ERISA; (j) the withdrawal of any ERISA Entity from a Pension Plan subject to Section 4063 if
ERISA during a plan year in which such ERISA Entity was a “substantial employer” as defined in Section 4001(a)(2) of
ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; or (k) the occurrence of
a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which would reasonably
be expected to result in liability to Borrower or any of its Restricted Subsidiaries.


 






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“ERISA Group”
shall mean Borrower or any of its Restricted Subsidiaries and all members of a controlled group of corporations and all trades
or businesses (whether or not incorporated) under common control which, together with Borrower and its Restricted Subsidiaries,
are treated as a single employer under Section 414(b) or (c) of the Code.


 


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


 


“Events of
Default” has the meaning set forth in Section 11.01.


 


“Excess Cash
Flow” shall mean, for any fiscal year of Borrower, an amount, if positive, equal to (without duplication):


 


(a)    
Consolidated Net Income; plus


 


(b)   
an amount equal to the amount of all non-cash charges or losses (including write-offs or write-downs, depreciation expense
and amortization expense including amortization of goodwill and other intangibles) to the extent deducted in arriving at such Consolidated
Net Income (excluding any such non-cash expense to the extent that it represents an accrual or reserve for potential cash charge
in any future period or amortization of a prepaid cash charge that was paid in a prior period and that did not reduce Excess Cash
Flow at the time paid); plus


 


(c)    
the decrease, if any, in Working Capital from the beginning of such period to the end of such period (for the avoidance
of doubt, an increase in negative Working Capital is a decrease in Working Capital); minus


 


(d)   
all payments with respect to restricted stock units upon the Person to whom such restricted stock units were originally
issued ceasing to be a director, officer, employee, consultant or advisor and net income or loss allocated to unvested participating
restricted stock of Borrower; plus


 


(e)    
any amounts received from the early extinguishment of Swap Contracts that are not included in Consolidated Net Income; minus


 


(f)     
the increase, if any, of Working Capital from the beginning of such period to the end of such period; minus


 


(g)   
any amounts paid in connection with the early extinguishment of Swap Contracts that are not included in Consolidated Net
Income; minus


 


(h)   
the amount of Capital Expenditures made in cash during such period, except to the extent financed with the proceeds of Indebtedness,
Asset Sales or Casualty Events (to the extent such proceeds did not increase Consolidated Net Income) of Borrower or its Restricted
Subsidiaries; minus


 


(i)     
the amount of principal payments of the Loans, Other Applicable Indebtedness and Other First Lien Indebtedness of Borrower
and its Restricted Subsidiaries (excluding (i) repayments of Revolving Loans or Swingline Loans or other revolving indebtedness,
except to the extent the Revolving Commitments or commitments in respect of such other revolving debt, as applicable, are permanently
reduced in connection with such repayments, (ii) prepayments of Loans or other Indebtedness, in each case, that reduce the amount
of Excess Cash Flow prepayment required to be made with respect to such fiscal year under Section 2.10(a)(iv)(y) (including as
a result of Section 2.10(a)(vivii))
and (iii) mandatory prepayments of Loans pursuant to Section 2.10(a)(i) or Section 2.10(a)(iii), except to the extent the Net Available
Proceeds from such Casualty Event or Asset Sale, as applicable, used to make such mandatory prepayments were included in the calculation
of Consolidated Net Income), in each case, except to the extent financed with the proceeds of Indebtedness, Asset Sales or Casualty
Events (to the extent such proceeds did not increase Consolidated Net Income) of Borrower or its Restricted Subsidiaries; minus


 






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(j)     
without duplication of amounts deducted pursuant to clause (l) below in prior periods, the amount of Investments made during
such period pursuant to Section 10.04 (other than Sections 10.04(a), (b), (c), (d) (except clause (iv) thereof), (e), (f) (except
to the extent such amount increased Consolidated Net Income), (g) (except to the extent that the receipt of consideration described
therein increased Consolidated Net Income), (h) (to the extent taken into account in arriving at Consolidated Net Income), (j)
(to the extent taken into account in arriving at Consolidated Net Income), (l), (o), and (r)), except to the extent financed with
the proceeds of Indebtedness (other than Revolving Loans), Asset Sales or Casualty Events (to the extent such proceeds did not
increase Consolidated Net Income) of Borrower or its Restricted Subsidiaries; minus


 


(k)   
the amount of all non-cash gains to the extent included in arriving at such Consolidated Net Income (excluding any such
non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash loss in any prior period);
minus


 


(l)     
the amount of all Restricted Payments made during such period pursuant to Section 10.06(i)(i) and 10.06(j); minus


 


(m)  
the amount of all Junior Prepayments made during such period pursuant to Section 10.09(a)(i) and 10.09(b); minus


 


(n)   
any expenses or reserves for liabilities to the extent that Borrower or any Restricted Subsidiary is entitled to indemnification
or reimbursement therefor under binding agreements or insurance claims therefor to the extent Borrower has not received such indemnity
or reimbursement payment, in each case, to the extent not taken into account in arriving at Consolidated Net Income.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder.


 


“Excluded
Designation” has the meaning set forth in Section 9.13(a).


 


“Excluded
Foreign Subsidiary” shall mean (a) any Subsidiary that is a “controlled foreign corporation” within the meaning
of Section 957 of the Code, (b) any Subsidiary substantially all the assets of which consist of Equity Interests in one or more
Subsidiaries described in clause (a) of this definition or (c) any Subsidiary the Equity Interests of which are directly or indirectly
owned by any Subsidiary described in clause (a) of this definition.


 


“Excluded
Immaterial Subsidiary” has the meaning set forth in Section 9.13(a).


 


“Excluded
Information” shall have the meaning provided in Section 12.07(b).


 






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“Excluded
Subsidiary” shall mean (a) any Unrestricted Subsidiary, (b) any Immaterial Subsidiary, (c) any Foreign Subsidiary, (d)
any Subsidiary that is prohibited by applicable law, rule or regulation (including, without limitation, any Gaming Laws) or by
any agreement, instrument or other undertaking to which such Subsidiary is a party or by which it or any of its property or assets
is bound from guaranteeing the Obligations; provided that any such agreement, instrument or other undertaking (i) is in
existence on the Closing Date and listed on Schedule 1.01(A) (or, with respect to a Subsidiary acquired after the Closing
Date, as of the date of such acquisition) and (ii) in the case of a Subsidiary acquired after the Closing Date, was not entered
into in connection with or anticipation of such acquisition, (e) any Subsidiary with respect to which guaranteeing the Obligations
would require consent, approval, license or authorization from any Governmental Authority (including, without limitation, any Gaming
Authority), unless such consent, approval, license or authorization has been received and is in effect and (f) any other Subsidiary
with respect to which, in the reasonable judgment of Administrative Agent (which shall be confirmed in writing by notice to Borrower),
the cost or other consequences (including any adverse tax consequences) of providing a guarantee shall be excessive in view of
the benefits to be obtained by the Lenders therefrom. Notwithstanding the foregoing, in no event shall Penn Tenant or PNK Tenant
(from and after the PNK Acquisition Closing Date) be an Excluded Subsidiary.


 


“Excluded
Swap Obligation” shall mean, with respect to any Guarantor, (x) as it relates to all or a portion of the Guarantee of
such Guarantor, any Swap Obligation if, and to the extent that, such Swap Obligation (or any Guarantee thereof) is or becomes illegal
under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application
or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible
contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of
such Guarantor becomes effective with respect to such Swap Obligation or (y) as it relates to all or a portion of the grant by
such Guarantor of a security interest, any Swap Obligation if, and to the extent that, such Swap Obligation (or such security interest
in respect 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 and the regulations
thereunder at the time the security interest of such Guarantor 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 Guarantee or security interest is or becomes illegal.


 






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“Excluded
Taxes” shall mean, any of the following Taxes imposed on or with respect to any Agent, any Lender, or any other recipient,
or required to be withheld or deducted from a payment to or with respect to any Agent, any Lender, or any other recipient (a) Taxes
imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed
as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender,
its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that
are Other Connection Taxes, (b) in the case of any Lender, U.S. federal withholding Taxes imposed on amounts payable to or for
the account of such Lender with respect to an applicable interest hereunder or under any Note or any Guarantee pursuant to a law
in effect on the date on which (i) such Lender acquires such interest (other than pursuant to an assignment request by Borrower
under Section 2.11(a)) or (ii) such Lender changes
its Applicable Lending Office, except in each case to the extent that, pursuant to Section 5.06(a), amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its Applicable Lending Office, (c), (d) Taxes attributable to such Person’s failure to comply
with Section 5.06(b) or 5.06(c) and (e) any United States federal withholding tax imposed under FATCA.


 


“Executive
Order” has the meaning set forth in Section 8.27(a).


 


“Existing
Credit Agreement” shall mean the Credit Agreement, dated as of October 30, 2013 (as amended by the First Amendment, and
as further amended, amended and restated, supplemented and otherwise modified prior to the effectiveness of the Second Amendment),
among Borrower, the subsidiary guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, the
lenders party thereto and the other agents party thereto.


 


“Existing
Investment Returns” shall mean all amounts received by Borrower and its Restricted Subsidiaries in respect of Investments
listed on Schedule 1.01(B) to the extent such amounts constitute a return of invested capital thereby reducing the amount
of such Investment on the balance sheet of Borrower or Restricted Subsidiary, as applicable (and, for the avoidance of doubt, not
amounts constituting income or returns on invested capital).


 


“Existing
Letter of Credit” has the meaning set forth in Section 2.03(n).


 


“Existing
Revolving Loans” shall have the meaning provided in Section 2.13(b).


 


“Existing
Revolving Tranche” shall have the meaning provided in Section 2.13(b).


 


“Existing
Term Loan Tranche” shall have the meaning provided in Section 2.13(a).


 


“Existing
Tranche” shall mean any Existing Term Loan Tranche or Existing Revolving Tranche.


 


“Expansion
Capital Expenditures” shall mean any capital expenditure by Borrower or any of its Restricted Subsidiaries in respect
of the purchase or other acquisition of any fixed or capital assets or the refurbishment of existing assets or properties that,
in Borrower’s reasonable determination, adds to or significantly improves (or is reasonably expected to add to or significantly
improve) the property of Borrower and its Restricted Subsidiaries, excluding any such capital expenditures financed with Net Available
Proceeds of an Asset Sale or Casualty Event and excluding capital expenditures made in the ordinary course made to maintain, repair,
restore or refurbish the property of Borrower and its Restricted Subsidiaries in its then existing state or to support the continuation
of such Person’s day to day operations as then conducted.


 


“Extended
Revolving Commitments” shall have the meaning provided in Section 2.13(b).


 


“Extended
Revolving Loans” shall have the meaning provided in Section 2.13(b).


 






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“Extended
Term Loans” shall have the meaning provided in Section 2.13(a).


 


“Extending
Lender” shall have the meaning provided in Section 2.13(c).


 


“Extension
Amendment” shall have the meaning provided in Section 2.13(d).


 


“Extension
Date” shall mean any date on which any Existing Term Loan Tranche or Existing Revolving Tranche is modified to extend
the related scheduled maturity date(s) in accordance with Section 2.13 (with respect to the Lenders under such Existing Term Loan
Tranche or Existing Revolving Tranche which agree to such modification).


 


“Extension
Election” shall have the meaning provided in Section 2.13(c).


 


“Extension
Request” shall mean any Term Loan Extension Request or Revolving Extension Request.


 


“Extension
Tranche” shall mean all Extended Term Loans of the same tranche or Extended Revolving Commitments of the same tranche
that are established pursuant to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension
Amendment expressly provides that the Extended Term Loans or Extended Revolving Commitments, as applicable, provided for therein
are intended to be a part of any previously established Extension Tranche).


 


“fair market
value” shall mean, with respect to any Property, a price (after taking into account any liabilities relating to such
Property), as determined in good faith by Borrower, that could be negotiated in an arm’s-length free market transaction,
for cash, between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction.


 


“Fair Share”
has the meaning set forth in Section 6.10.


 


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


 


“Federal Funds
Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%)
equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding
such day; provided, however, that (a) if the day for which such rate is to be determined is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the
next succeeding Business Day and (b) if such rate is not so published for any Business Day, the Federal Funds Rate for such
Business Day shall be the average rate quoted to Administrative Agent on such Business Day on such transactions by three federal
funds brokers of recognized standing, as determined by Administrative Agent. If the Federal Funds Rate as determined in accordance
with this definition would be less than 0.00%, then the Federal Funds Rate shall be deemed to be 0.00%.


 


“Final Maturity
Date” shall mean, as of any date of determination, the latest of the latest R/C Maturity Date, the Term A Facility
Maturity Date, the Term B Facility Maturity Date, the Term B-1 Facility Maturity Date, the latest New Term Loan Maturity Date,
the latest final maturity date applicable to any Extended Term Loans, the latest final maturity date applicable to any Extended
Revolving Commitments, the latest final maturity date applicable to any Other Term Loans and the latest final maturity date applicable
to any Other Revolving Loans, in each case, as in effect at such date.


 


“Financial
Maintenance Covenants” shall mean the covenants set forth in Section 10.08 and,
solely during the Covenant Relief Period, Section 10.14.


 






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“FIRREA”
shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.


 


“First Amendment”
shall mean that certain First Amendment and Incremental Joinder Agreement, dated as of April 28, 2015, by and among Borrower, Guarantors,
the Lenders party thereto, Administrative Agent and Collateral Agent, as amended by that certain First Amendment to First Amendment
and Incremental Joinder Agreement, effective as of August 3, 2015, by and between Borrower and Administrative Agent.


 


“First Amendment
Extended Revolving Commitments” shall mean a Revolving Commitment held by a Consenting Lender under (and as defined in)
the First Amendment to A&R Credit Agreement on the First Amendment to A&R Credit Agreement Effective Date.


 


“First Amendment
Extended Revolving Facility” shall mean the credit facility comprising the First Amendment Extended Revolving Commitments
and any Incremental Existing Tranche Revolving Commitments of the same Tranche.


 


“First Amendment
to A&R Credit Agreement” shall mean that certain First Amendment, dated as of February 23, 2018, by and among Borrower,
Guarantors, the Lenders party thereto, Administrative Agent, Collateral Agent and the other parties party thereto.


 


“First Amendment
to A&R Credit Agreement Approval Date” shall mean the “Agreement Effective Date” (as defined in the First
Amendment to A&R Credit Agreement).


 


“First Amendment
to A&R Credit Agreement Effective Date” shall mean the “Closing Effective Date” (as defined in the First
Amendment to A&R Credit Agreement).


 


“Flood Insurance
Laws” shall mean, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor
statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c)
the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (d) the Flood
Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.


 


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


 


“Foreign Plan”
shall mean any employee benefit plan, program, policy, arrangement or agreement (excluding employment agreements) maintained or
contributed to by, or entered into with, Borrower or any Restricted Subsidiary with respect to employees employed outside the United
States.


 


“Foreign Subsidiary”
shall mean (x) each Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof,
or the District of Columbia and (y) each Excluded Foreign Subsidiary.


 


“Funding Credit
Party” has the meaning set forth in Section 6.10.


 


“Funding Date”
shall mean the date of the making of any extension of credit (whether the making of a Loan or the issuance of a Letter of Credit)
hereunder (including the Closing Date).


 


“GAAP”
shall mean generally accepted accounting principles set forth as of the relevant date in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting
profession), including, without limitation, any Accounting Standards Codifications, which are applicable to the circumstances as
of the date of determination.


 






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“Gaming Approval”
shall mean any and all approvals, authorizations, permits, consents, rulings, orders or directives of any Governmental Authority
(including, without limitation, any Gaming Authority) (a) necessary to enable Borrower or any of its Restricted Subsidiaries
to engage in, operate or manage the casino, gambling, horse racing or gaming business or otherwise continue to conduct, operate
or manage such business substantially as is presently conducted, operated or managed or contemplated to be conducted, operated
or managed following the Closing Date, (b) required by any Gaming Law or (c) necessary as is contemplated on the Closing Date,
to accomplish the financing and other transactions contemplated hereby.


 


“Gaming Authority”
shall mean any Governmental Authority with regulatory, licensing or permitting authority or jurisdiction over any gaming business
or enterprise or horse racing business or enterprise or any Gaming Facility (including, without limitation, the following as of
the Closing Date: the Alcohol and Gaming Commission of Ontario, the Florida Division of Pari-Mutuel Wagering, the Illinois Gaming
Board, Indiana Gaming Commission, Kansas Lottery, Kansas Racing and Gaming Commission, the Maine State Harness Racing Commission,
the Maine Gambling Control Board, the Maryland State Lottery Commission, the Maryland Racing Commission, the Maryland Video Lottery
Facility Location Commission, the Massachusetts Gaming Commission, the Mississippi Gaming Commission, the Mississippi Department
of Revenue, the Missouri Gaming Commission, the Nevada State Gaming Control Board, the Nevada Gaming Commission, the New Jersey
Racing Commission, the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement, the New Mexico Gaming
Control Board, the New Mexico Racing Commission, the Ohio Casino Control Commission, the Ohio Lottery Commission, the Ohio State
Racing Commission, the Ontario Lottery and Gaming Corporation, the Pennsylvania Gaming Control Board, the Pennsylvania State Horse
Racing Commission, Texas Racing Commission, the West Virginia Racing Commission and the West Virginia Lottery Commission), or with
regulatory, licensing or permitting authority or jurisdiction over any gaming or racing operation (or proposed gaming or racing
operation) owned, managed, leased or operated by Borrower or any of its Restricted Subsidiaries.


 


“Gaming Facility”
shall mean any gaming establishment and other property or assets ancillary thereto or used in connection therewith, including,
without limitation, any casinos, hotels, resorts, race tracks, off-track wagering sites, video lottery, video gaming, theaters,
parking facilities, recreational vehicle parks, timeshare operations, retail shops, restaurants, other buildings, land, golf courses
and other recreation and entertainment facilities, marinas, vessels, barges, ships and related equipment and including any internet,
interactive, online, virtual or social gaming-related assets, operations, technology or platforms.


 


“Gaming Laws”
shall mean all applicable provisions of all: (a) constitutions, treaties, statutes or laws governing Gaming Facilities (including,
without limitation, card club casinos and pari mutuel race tracks) and rules, regulations, codes and ordinances of, and all administrative
or judicial orders or decrees or other laws pursuant to which, any Gaming Authority possesses regulatory, licensing or permit authority
over gambling, gaming, racing or Gaming Facility activities conducted, operated or managed by Borrower or any of its Restricted
Subsidiaries within its jurisdiction; (b) Gaming Approvals; and (c) orders, decisions, determinations, judgments, awards and
decrees of any Gaming Authority.


 


“Gaming License”
shall mean any Gaming Approval or other casino, gambling, horse racing or gaming license issued by any Gaming Authority covering
any Gaming Facility.


 


“GLP Capital”
shall mean, for so long as it is the landlord under the Penn Master Lease, GLP Capital, L.P., a Pennsylvania limited partnership,
in its capacity as landlord under the Penn Master Lease, and, thereafter the successor landlord under the Penn Master Lease in
such capacity.


 


“GLPI”
shall mean Gaming and Leisure Properties, Inc., a Pennsylvania corporation.


 


“Gold Merger
Sub” shall mean, for so long as it is the landlord under the PNK Master Lease, Gold Merger Sub, LLC, a Delaware limited
liability company, in its capacity as landlord under the PNK Master Lease, and, thereafter the successor landlord under the PNK
Master Lease in such capacity.


 


“Governmental
Authority” shall mean any government or political subdivision of the United States or any other country, whether federal,
state, provincial or local, or any agency, authority, board, bureau, central bank, commission, office, division, department or
instrumentality thereof or therein, including, without limitation, any court, tribunal, grand jury or arbitrator, in each case
whether foreign or domestic, or any entity exercising executive, legislative, judicial, regulatory or administrative functions
of or pertaining to such government or political subdivision including, without limitation, any Gaming Authority.


 






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“Governmental
Real Property Disclosure Requirements” shall mean any Requirement of Law requiring notification of the buyer, mortgagee
or assignee of real property, or notification, registration or filing to or with any Governmental Authority, in connection with
the sale, lease, mortgage, assignment or other transfer (including, without limitation, any transfer of control) of any real property,
establishment or business, of the actual or threatened presence or release in or into the Environment, or the use, disposal or
handling of Hazardous Material on, at, under or near the real property, facility or business to be sold, mortgaged, assigned or
transferred.


 


“Guarantee”
shall mean the guarantee of each Guarantor pursuant to Article VI.


 


“Guaranteed
Obligations” has the meaning set forth in Section 6.01.


 


“Guarantors”
shall mean each of the Persons listed on Schedule 1.01(C) attached hereto and each Wholly Owned Restricted Subsidiary that
may hereafter execute a Joinder Agreement pursuant to Section 9.11, together with their successors and permitted assigns, and “Guarantor”
shall mean any one of them; provided, however, that notwithstanding the foregoing, (a) Guarantors shall not include
any Excluded Subsidiary or any Person that has been released as a Guarantor in accordance with the terms of the Credit Documents,
(b) at all times, Penn Tenant shall be a Guarantor and (c) at all times from and after the PNK Acquisition Closing Date, PNK Tenant
shall be a Guarantor.


 


“Hazardous
Material” shall mean any material, substance, waste, constituent, compound, pollutant or contaminant including, without
limitation, petroleum (including, without limitation, crude oil or any fraction thereof or any petroleum product or waste) subject
to regulation or which could reasonably be expected to give rise to liability under Environmental Law.


 


“Immaterial
Subsidiary” shall mean, at any time, any Restricted Subsidiary of Borrower having assets with an aggregate fair market
value of less than $25.0 million as of the most recent Calculation Date; provided, however, that in no event shall
the aggregate fair market value of the assets of all Immaterial Subsidiaries exceed the Immaterial Subsidiary Threshold Amount
as of the most recent Calculation Date.


 


“Immaterial
Subsidiary Threshold Amount” shall mean $50.0 million.


 


“Impacted
Loans” has the meaning set forth in Section 5.02.


 


“Inaccuracy
Determination” has the meaning set forth in the definition of “Applicable Fee Percentage.”


 


“Inaccurate
Applicable Fee Percentage Period” has the meaning set forth in the definition of “Applicable Fee Percentage.”


 


“Inaccurate
Applicable Margin Period” has the meaning set forth in the definition of “Applicable Margin.”


 


“Incremental
Commitments” shall mean the Incremental Revolving Commitments and the Incremental Term Loan Commitments.


 


“Incremental
Effective Date” has the meaning set forth in Section 2.12(b).


 


“Incremental
Equivalent Debt” has the meaning set forth in Section 10.01(t).


 


“Incremental
Existing Tranche Revolving Commitments” shall have the meaning set forth in Section 2.12(a).


 


“Incremental
Joinder Agreement” has the meaning set forth in Section 2.12(b).


 






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“Incremental
Loan Amount” shall mean (a) $697.0 million, (provided
that this clause (a) shall be limited to $500.0 million during the Covenant Relief Period), plus (b) the
aggregate of: (i) the principal amount of any permanent reduction in the Revolving Commitment pursuant to Section 2.04(b), (ii)
the principal amount of any optional prepayment of any Term Loans pursuant to Section 2.09(a), (iii) the cash amount paid in respect
of any Term Loans in connection with assignments to Borrower or any of its Subsidiaries pursuant to Section 13.05(d) and (iv) the
principal amount of Revolving Commitments of Defaulting Lenders terminated by Borrower in accordance with Section 13.04(h) (in
each case for this clause (b), excluding any prepayments funded with the proceeds of long-term Indebtedness) (provided
that this clause (b) shall not be available during the Covenant Relief Period) plus, (c) any additional or
other amount, so long as, solely in this case of this clause (c), the Consolidated Senior Secured Net Leverage Ratio does not exceed
2.00 to 1.00, determined on a Pro Forma Basis as of the most recent Calculation Date (provided
that this clause (c) shall not be available during the Covenant Relief Period) (it being understood that (except
during the Covenant Relief Period, during which only clause (a) shall be available as provided therein) Borrower
may elect whether any Incremental Loan Amount is made in reliance on clause (a), (b) or (c)); provided that, for such purpose,
(w) if clauses (a) and/or (b), on the one hand, and clause (c), on the other hand, are utilized on the same date, Consolidated
Net Indebtedness will not include any Indebtedness incurred under clauses (a) and/or (b) on such date, (x) Consolidated Net
Indebtedness shall not take into account any cash or cash equivalents constituting proceeds of any Loans made under any Incremental
Commitments to be provided on such date and any Incremental Equivalent Debt to be incurred or issued on such date that may otherwise
reduce the amount of Consolidated Net Indebtedness, (y) the Consolidated Senior Secured Net Leverage Ratio for such purpose
shall treat any Incremental Equivalent Debt as senior secured indebtedness, even if such Incremental Equivalent Debt was issued
or incurred on an unsecured basis or on a junior basis to the Obligations, and (z) in the case of any Incremental Revolving
Commitments and Incremental Equivalent Debt consisting of revolving credit facilities, pro forma effect shall be given to
any Incremental Revolving Loans and any loans under any Incremental Equivalent Debt consisting of a revolving credit facility,
in each case, to the extent actually made on such date, but any proposed Incremental Revolving Commitments or Incremental Equivalent
Debt consisting of a revolving credit facility shall not otherwise be treated as drawn; provided, further, that if
the proceeds of the Loans made under the Incremental Commitments then being incurred are to be used primarily to fund a Permitted
Acquisition or other Acquisition not prohibited hereunder substantially concurrently upon the receipt thereof (including repayment
of Indebtedness of the Person acquired, or that is secured by the assets acquired, in such Permitted Acquisition or other Acquisition),
at the election of Borrower, the Consolidated Senior Secured Net Leverage Ratio may be tested for purposes of determining the Incremental
Loan Amount (1) in the case of the PNK Acquisition, as of the First Amendment to A&R Credit Agreement Approval Date giving
effect to the modifications set forth in this Closing Amended Credit Agreement (as defined in the First Amendment to A&R Credit
Agreement) and (2) in all other cases, as of the time the acquisition agreement with respect to such Permitted Acquisition or other
Acquisition is entered into, and not at the time such Incremental Commitments are obtained.


 


“Incremental
Revolving Commitments” shall mean Incremental Existing Tranche Revolving Commitments and New Revolving Commitments.


 


“Incremental
Revolving Loans” shall mean any Revolving Loans made pursuant to Incremental Revolving Commitments.


 


“Incremental
Term A Loan Commitments” shall have the meaning assigned thereto in Section 2.12(a).


 


“Incremental
Term A Loans” shall have the meaning assigned thereto in Section 2.12(a).


 


“Incremental
Term B Loan Commitments” shall have the meaning assigned thereto in Section 2.12(a).


 


“Incremental
Term B Loans” shall have the meaning assigned thereto in Section 2.12(a).


 


“Incremental
Term B-1 Loan Commitments” shall have the meaning assigned thereto in Section 2.12(a).


 


“Incremental
Term B-1 Loans” shall have the meaning assigned thereto in Section 2.12(a).


 






    -31-


     


    

 


“Incremental
Term Loan Commitments” shall mean the Incremental Term A Loan Commitments, the Incremental Term B Loan Commitments, the
Incremental Term B-1 Loan Commitments and the New Term Loan Commitments.


 


“Incremental
Term Loans” shall mean the Incremental Term A Loans, the Incremental Term B Loans, the Incremental Term B-1 Loans and
any New Term Loans.


 


“incur”
shall mean, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (including by conversion,
exchange or otherwise), permit to exist, assume, guarantee or otherwise become liable in respect of such Indebtedness or other
obligation (and “incurrence,” “incurred” and “incurring” shall have meanings
correlative to the foregoing).


 


“Indebtedness”
of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money; (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such Person under conditional sale
or other title retention agreements relating to property purchased by such Person; (d) all obligations of such Person issued or
assumed as the deferred purchase price of property or services (excluding (i) trade accounts payable and accrued obligations incurred
in the ordinary course of business, (ii) the financing of insurance premiums, (iii) any such obligations payable solely through
the issuance of Equity Interests and (iv) any earn-out obligation); (e) all Indebtedness (excluding prepaid interest thereon) of
others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been
assumed; provided, however, that if such obligations have not been assumed, the amount of such Indebtedness included
for the purposes of this definition will be the amount equal to the lesser of the fair market value of such property and the amount
of the Indebtedness secured; (f) with respect to any Capital Lease Obligations of such Person, the capitalized amount thereof that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP (it being understood that any obligations
of such Person under a Master Lease or any Additional Lease shall not constitute Indebtedness); (g) all net obligations of such
Person in respect of Swap Contracts; (h) all obligations of such Person as an account party in respect of letters of credit and
bankers’ acceptances, except obligations in respect of letters of credit issued in support of obligations not otherwise constituting
Indebtedness shall not constitute Indebtedness except to the extent such letter of credit is drawn and not reimbursed within three
(3) Business Days of such drawing; (i) all obligations of such Person in respect of Disqualified Capital Stock; and (j) all Contingent
Obligations of such Person in respect of Indebtedness of others of the kinds referred to in clauses (a) through (i) above. The
Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner unless recourse
is limited, in which case the amount of such Indebtedness shall be the amount such Person is liable therefor (except to the extent
the terms of such Indebtedness expressly provide that such Person is not liable therefor). The amount of Indebtedness of the type
described in clause (d) shall be calculated based on the net present value thereof. The amount of Indebtedness of the type referred
to in clause (g) above of any Person shall be zero unless and until such Indebtedness shall be terminated, in which case the amount
of such Indebtedness shall be the then termination payment due thereunder by such Person. For the avoidance of doubt, it is understood
and agreed that (x) casino “chips” and gaming winnings of customers, (y) any obligations of such Person in respect
of Cash Management Agreements and (z) any obligations of such Person in respect of employee deferred compensation and benefit plans
shall not constitute Indebtedness.


 


“Indemnitee”
has the meaning set forth in Section 13.03(b).


 


“Initial
Financial Statement Delivery Date” shall mean the date on which Section 9.04 Financials are delivered to Administrative Agent
under Section 9.04(a) or (b), as applicable, for the first full fiscal quarter ending after the Closing Date.


 


“Initial Perfection
Certificate” has the meaning set forth in the definition of “Perfection Certificate.”


 


“Intellectual
Property” has the meaning set forth in Section 8.19.


 


“Interest
Coverage Ratio” shall mean, with respect to any Test Period, the ratio of (x) Consolidated EBITDA for such Test
Period to (y) Consolidated Cash Interest Expense for such Test Period.


 






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“Interest
Period” shall mean, as to each LIBOR Loan, the period commencing on the date such LIBOR Loan is disbursed or converted
to or continued as a LIBOR Loan and ending on the date one, two, three or six months thereafter, as selected by Borrower in its
Notice of Borrowing or Notice of Continuation/Conversion, as applicable, or such other period that is twelve months or less requested
by Borrower and consented to by all the applicable Lenders; provided that:


 


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


 


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


 


(iii)       no
Interest Period for a Class shall extend beyond the maturity date for such Class; and


 


(iv)       the
initial Interest Period with respect to any Loans advanced, maintained or continued on the Closing Date may be for a period commencing
on the Closing Date and ending on the last Business Day of the month in which the Closing Date occurs.


 


“Interest
Rate Protection Agreement” shall mean, for any Person, an interest rate swap, cap or collar agreement or similar arrangement
between such Person and one or more financial institutions providing for the transfer or mitigation of interest risks either generally
or under specific contingencies.


 


“Investments”
of any Person shall mean (a) any loan or advance of funds or credit by such Person to any other Person, (b) any Contingent Obligation
by such Person in respect of the Indebtedness of any other Person (provided that upon termination of any such Contingent
Obligation, no Investment in respect thereof shall be deemed outstanding, except as contemplated in clause (e) below), (c) any
purchase or other acquisition of any Equity Interests or indebtedness or other securities of any other Person, (d) any capital
contribution by such Person to any other Person, (e) without duplication of any amounts included under clause (b) above, any payment
under any Contingent Obligation by such Person in respect of the Indebtedness of any other Person or (f) the purchase or other
acquisition (in one transaction or a series of transaction) of all or substantially all of the property and assets or business
of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of the definition
of “Unrestricted Subsidiary” and Section 10.04, “Investment” shall include the portion (proportionate to
Borrower’s Equity Interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of Borrower at
the time of Designation of such Subsidiary as an Unrestricted Subsidiary pursuant to Section 9.12 (excluding any Subsidiaries designated
as Unrestricted Subsidiaries on the Closing Date and set forth on Schedule 9.12 and any Subsidiaries designated as Unrestricted
Subsidiaries on the First Amendment to A&R Credit Agreement Effective Date and set forth on Schedule 9.12(d)); provided,
however, that upon the Revocation of a Subsidiary that was designated as an Unrestricted Subsidiary after the Closing Date,
the amount of outstanding Investments in Unrestricted Subsidiaries shall be deemed to be reduced by the lesser of (x) the fair
market value of such Subsidiary at the time of such Revocation and (y) the amount of Investments in such Subsidiary deemed to have
been made (directly or indirectly) at the time of, and made (directly or indirectly) since, the Designation of such Subsidiary
as an Unrestricted Subsidiary, to the extent that such amount constitutes an outstanding Investment under clauses (d), (i), (k),
(l), (m), (q), (s) or (t) of Section 10.04 at the time of such Revocation. It is understood and agreed that the receipt of interest
paid in kind with respect to any outstanding Investment shall not constitute an additional Investment with respect thereto.


 


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


 


“Joinder Agreements”
shall mean each Joinder Agreement substantially in the form of Exhibit M attached hereto or such other form as is reasonably
acceptable to Administrative Agent and each Joinder Agreement to be entered into pursuant to the Security Agreement.


 






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“Joint Lead
Arrangers” shall mean, collectively, (a) with respect to the Loans and Commitments incurred on the Closing Date, Bank
of America, N.A., JPMorgan Chase Bank, N.A., Fifth Third Bank, Citizens Bank, N.A., U.S. Bank National Association, Wells Fargo
Securities LLC, Manufacturers & Traders Trust Company, SunTrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, TD Securities
(USA) LLC and UBS Securities LLC, (b) with respect to the 2018 Incremental Term Loan A Loan Commitments and the Term B-1 Facility,
Bank of America, N.A., Goldman Sachs Bank USA, Fifth Third Bank, U.S. Bank National Association, Wells Fargo Securities, LLC, Citizens
Bank, N.A., SunTrust Robinson Humphrey, Inc. and TD Securities (USA) LLC and (c) with respect to any other Incremental Commitments,
the Persons appointed by Borrower as “Joint Lead Arrangers” (or similar titles) for such Incremental Commitments, in
their capacities as joint lead arrangers hereunder.


 


“Joint Physical
Bookrunners” shall mean, collectively, (a) with respect to the Loans and Commitments incurred on the Closing Date, Bank
of America, N.A., JPMorgan Chase Bank, N.A., Fifth Third Bank, Citizens Bank, N.A., U.S. Bank National Association, Wells Fargo
Securities LLC, Manufacturers & Traders Trust Company, SunTrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, TD Securities
(USA) LLC and UBS Securities LLC, (b) with respect to the 2018 Incremental Term Loan A Loan Commitments and the Term B-1 Facility,
Bank of America, N.A., Goldman Sachs Bank USA, Fifth Third Bank, U.S. Bank National Association, Wells Fargo Securities, LLC, Citizens
Bank, N.A., SunTrust Robinson Humphrey, Inc. and TD Securities (USA) LLC and (c) with respect to any other Incremental Commitments,
the Persons appointed by Borrower as “Joint Physical Bookrunners” (or similar titles) for such Incremental Commitments,
in their capacities as joint physical bookrunners hereunder.


 


“Joint Venture”
shall mean any Person, other than an individual or a Wholly Owned Subsidiary of Borrower, in which Borrower or a Restricted Subsidiary
of Borrower (directly or indirectly) holds or acquires an ownership interest (whether by way of capital stock, partnership or limited
liability company interest, or other evidence of ownership).


 


“Judgment
Currency Conversion Date” has the meaning set forth in Section 13.15(a).


 


“Junior Financing”
shall mean unsecured Indebtedness (including unsecured Indebtedness convertible into or exchangeable or exercisable for any Equity
Interests) of Borrower or all or any Restricted Subsidiaries (a) (i) that is subordinated in right of payment to the
Loans and contains subordination provisions that are customary in the good faith determination of Borrower for senior subordinated
notes or subordinated notes issued under Rule 144A of the Securities Act (or other corporate issuers in private placements or public
offerings of securities) or (ii) that contains subordination provisions reasonably satisfactory to Administrative Agent, (b) that
shall not have a scheduled maturity date or any scheduled principal payments or be subject to any mandatory redemption, prepayment,
or sinking fund (except for customary change of control (and, in the case of convertible or exchangeable debt instruments, delisting)
provisions and, in the case of bridge facilities, customary mandatory redemptions or prepayments with proceeds of Permitted Refinancings
thereof (which Permitted Refinancings would constitute Junior Financing) or Equity Issuances, and customary asset sale provisions
that permit application of the applicable proceeds to the payment of the Obligations prior to application to such Junior Financing)
due prior to the date that is 91 days after the Final Maturity Date then in effect at the time of issuance (excluding bridge facilities
allowing extensions on customary terms to at least 91 days after such Final Maturity Date) and (c) the terms (excluding pricing,
fees, rate floors, premiums, optional prepayment or optional redemption provisions) of which are (as determined by Borrower in
good faith), taken as a whole, not materially more restrictive than the terms set forth in this Agreement (other than, in the case
of any bridge facility, covenants, defaults and remedy provisions customary for bridge financings).


 


“Junior Prepayments”
shall have the meaning provided in Section 10.09.


 


“L/C Commitments”
shall mean the commitments of the L/C Lender to issue Letters of Credit pursuant to Section 2.03. The L/C Commitments are part
of, and not in addition to, the Revolving Commitments.


 


“L/C Disbursements”
shall mean a payment or disbursement made by any L/C Lender pursuant to a Letter of Credit.


 


“L/C Documents”
shall mean, with respect to any Letter of Credit, collectively, any other agreements, instruments, guarantees or other documents
(whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations
of the parties concerned or at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations,
each as the same may be amended or modified and in effect from time to time.


 






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“L/C Interest”
shall mean, for each Revolving Lender under a Tranche of Revolving Commitments, such Lender’s participation interest (or,
in the case of each L/C Lender, such L/C Lender’s retained interest) in each L/C Lender’s liability under Letters of
Credit issued under such Tranche of Revolving Commitments and such Lender’s rights and interests in Reimbursement Obligations
and fees, interest and other amounts payable in connection with Letters of Credit and Reimbursement Obligations.


 


“L/C Lender”
shall mean, as the context may require: (a) with respect to (i) each Existing Letter of Credit issued by Bank of America,
N.A., Bank of America, N.A., in its capacity as issuer of such Existing Letters of Credit, together with its successors and assigns
in such capacity, (ii) each Existing Letter of Credit issued by Wells Fargo Bank, National Association, Wells Fargo Bank, National
Association, in its capacity as issuer of such Existing Letters of Credit, together with its successors and assigns in such capacity
and (iii) each PNK Letter of Credit, JPMorgan Chase Bank, N.A., in its capacity as issuer of such PNK Letters of Credit, together
with its successors and assigns in such capacity and (b) with respect to all other Letters of Credit, (i) Bank of America or any
of its Affiliates, in its capacity as issuer of Letters of Credit issued by it hereunder, together with its successors and assigns
in such capacity; (ii) Wells Fargo Bank, National Association or any of its Affiliates, in its capacity as issuer of Letters of
Credit issued by it hereunder, together with its successors and assigns in such capacity; and/or (iii) any other Revolving
Lender or Revolving Lenders selected by Borrower and reasonably acceptable to Administrative Agent (such approval not to be unreasonably
withheld or delayed) that agrees to become an L/C Lender, in each case under this clause (ii) in its capacity as issuer of Letters
of Credit issued by such Lender hereunder, together with its successors and assigns in such capacity.


 


“L/C Liability”
shall mean, at any time, without duplication, the sum of (a) the Dollar Equivalent of the Stated Amount of all outstanding Letters
of Credit at such time plus (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed at such time (expressed
in Dollars in the amount of the Dollar Equivalent thereof in the case of any Letter of Credit denominated in the Alternate Currency)
in respect of all Letters of Credit. The L/C Liability of any Revolving Lender under a Tranche of Revolving Commitments at any
time shall mean such Revolving Lender’s participations and obligations in respect of outstanding Letters of Credit and unreimbursed
L/C Disbursements under such Tranche of Revolving Commitments at such time.


 


“L/C Payment
Notice” has the meaning provided in Section 2.03(d).


 


“L/C Sublimit”
shall mean an amount equal to the lesser of (a) $150.0 million and (b) the Total Revolving Commitments then in effect.
The L/C Sublimit is part of, and not in addition to, the Total Revolving Commitments.


 


“Landlord”
shall mean each of GLP Capital, Gold Merger Sub and any other landlord under an Additional Lease.


 


“Laws”
shall mean, collectively, all common law and all international, foreign, federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents, including without limitation the interpretation thereof
by any Governmental Authority charged with the enforcement thereof.


 


“Lease”
shall mean any lease, sublease, franchise agreement, license, occupancy or concession agreement.


 


“Leased Property”
shall mean, collectively, (a) the Penn Leased Property and (b) from and after the PNK Acquisition Closing Date, the PNK Leased
Property.


 


“Lender Insolvency
Event” shall mean that (i) such Lender or its Parent Company is insolvent, or is generally unable to pay its debts as
they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the
benefit of its creditors, (ii) such Lender or its Parent Company is the subject of a proceeding under any Debtor Relief Law, or
a receiver, trustee, conservator, intervenor, administrator, sequestrator, 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) has been appointed for such Lender or its Parent Company, or such Lender or its Parent
Company has taken any action authorizing or indicating its consent to or acquiescence in any such proceeding or appointment or
(iii) such Lender becomes the subject of a Bail-In Action; provided, however, that a Lender Insolvency Event shall
not be deemed to exist solely as the result of the acquisition or maintenance of an ownership interest in such Lender or its Parent
Company by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result in or provide
such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs
of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Lender.


 






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“Lenders”
shall mean (a) each Person listed on Annexes A-1 through A-4, (b) each Term A Facility Refinancing Lender and each
Term B Facility Refinancing Lender, (c) any Lender providing an Incremental Commitment pursuant to Section 2.12 and any Person
that becomes a Lender from time to time party hereto pursuant to Section 2.15 and (d) any Person that becomes a “Lender”
hereunder pursuant to an Assignment Agreement, in each case, other than any such Person that ceases to be a Lender pursuant to
an Assignment Agreement or a Borrower Assignment Agreement. Unless the context requires otherwise, the term “Lenders”
shall include the Swingline Lender and the L/C Lender.


 


“Letter of
Credit Request” has the meaning set forth in Section 2.03(b).


 


“Letters of
Credit” shall have the meaning set forth in Section 2.03(a) and shall include each Existing Letter of Credit and, for
the avoidance of doubt, from and after the PNK Acquisition Closing Date, each PNK Letter of Credit.


 


“LIBO Rate”
shall mean:


 


(a)       for
any Interest Period with respect to a LIBOR Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”)
or a comparable or successor rate, which rate is approved by Administrative Agent, as published on the applicable Bloomberg screen
page (or such other commercially available source providing such quotations as may be designated by Administrative Agent from time
to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar
deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and


 


(b)       for
any interest calculation with respect to an ABR Loan on any date, the rate per annum equal to LIBOR, at approximately 11:00 a.m.,
London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day;


 


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


 


(d)provided,
that the LIBO Rate for Term B Facility Loans shall
not be less than 0.75%;


 


provided,
further, that to the extent a comparable or successor rate is approved by Administrative Agent in connection
herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that
to the extent such market practice is not administratively feasible for Administrative Agent, such approved rate shall be applied
in a manner as otherwise reasonably determined by Administrative Agent.


 


“LIBOR Loans”
shall mean Loans that bear interest at rates based on rates referred to in the definition of “LIBO Rate.”


 


“License Revocation”
shall mean the revocation, failure to renew or suspension of, or the appointment of a receiver, supervisor or similar official
with respect to, any Gaming License covering any Gaming Facility owned, leased, operated or used by Borrower or any of its Restricted
Subsidiaries, but excluding any such revocation, failure to renew, suspension or appointment to the extent such Gaming License
relates to a Gaming Facility that (a) is located on a Native American Indian reservation and/or (b) is located in a jurisdiction
(i) in which none of Borrower or its Subsidiaries owned, leased, operated or managed a Gaming Facility on the Closing Date and
(ii) the Gaming Laws of which have permitted gambling in the form of slot machines and table games to be conducted by any person
or persons who are not Native American Indians or are acting or managing gaming operations for or on behalf of Native American
Indians for less than two (2) years at the time of any such revocation, failure to renew, suspension or appointment.


 






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“Lien”
shall mean, with respect to any Property, any mortgage, deed of trust, lien, pledge, security interest, or assignment, hypothecation
or encumbrance for security of any kind, or any filing of any financing statement under the UCC or any other similar notice of
lien under any similar notice or recording statute of any Governmental Authority (other than such financing statement or similar
notices filed for informational or precautionary purposes only), or any conditional sale or other title retention agreement or
any lease in the nature thereof.


 


“Liquor Authority”
has the meaning set forth in Section 13.13(a).


 


“Liquor Laws”
has the meaning set forth in Section 13.13(a).


 


“Loans”
shall mean the Revolving Loans, the Swingline Loans and the Term Loans.


 


“Losses”
of any Person shall mean the losses, liabilities, claims (including those based upon negligence, strict or absolute liability and
liability in tort), damages, reasonable expenses, obligations, penalties, actions, judgments, penalties, fines, suits, reasonable
and documented costs or disbursements (including reasonable fees and expenses of one primary counsel for the Secured Parties collectively,
and any local counsel reasonably required in any applicable jurisdiction (and solely in the case of an actual or perceived conflict
of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of an actual or perceived
conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situated
Secured Parties), in connection with any Proceeding commenced or threatened in writing, whether or not such Person shall be designated
a party thereto) at any time (including following the payment of the Obligations) incurred by, imposed on or asserted against such
Person.


 


“Margin Stock”
shall mean margin stock within the meaning of Regulation T, Regulation U and Regulation X.


 


“Master Leases”
shall mean, collectively, (a) the Penn Master Lease and (b) from and after the PNK Acquisition Closing Date, the PNK
Master Lease.


 


“Material
Adverse Effect” shall mean (a) a material adverse effect on the business, assets, financial condition or results of operations
of Borrower and its Restricted Subsidiaries, taken as a whole and after giving effect to the Transactions, (b) a material adverse
effect on the ability of the Credit Parties (taken as a whole) to satisfy their material payment Obligations under the Credit Documents
or (c) a material adverse effect on the legality, binding effect or enforceability against any material Credit Party of the Credit
Documents to which it is a party or any of the material rights and remedies of any Secured Party thereunder or the legality, priority
or enforceability of the Liens on a material portion of the Collateral.


 


“Material
Indebtedness” shall mean any Indebtedness the outstanding principal amount of which is in excess of $100.0 million.


 


“Maximum Rate”
has the meaning set forth in Section 13.19.


 


“Minimum Collateral
Amount” shall mean, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances
provided to reduce or eliminate un-reallocated portions of L/C Liabilities during the existence of a Defaulting Lender, an amount
equal to 103% of the un-reallocated L/C Liabilities at such time, (ii) with respect to Cash Collateral consisting of cash
or deposit account balances provided in accordance with the provisions of Sections 2.01(f), 2.03, 2.10(c), 2.10(f), 2.16(a)(i),
2.16(a)(ii) or 11.01, an amount equal to 103% of the aggregate L/C Liability, and (iii) otherwise, an amount determined by
the Administrative Agent and the L/C Lenders in their reasonable discretion.


 


“Minimum
Liquidity” has the meaning set forth in Section 10.14.


 






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“Minimum
Liquidity Certificate” has the meaning set forth in Section 9.04(c).


 


“Moody’s”
shall mean Moody’s Investors Service, Inc., or any successor entity thereto.


 


“Mortgage”
shall mean an agreement, including, but not limited to, a mortgage, deed of trust or any other document, creating and evidencing
a first Lien (subject only to the Liens permitted thereunder) in favor of Collateral Agent on behalf of the Secured Parties on
each Mortgaged Real Property, which shall be in substantially the form of Exhibit I-1, Exhibit I-2 or such other form as
is reasonably acceptable to Administrative Agent, with such schedules and including such provisions as shall be necessary to conform
such document to applicable or local law or as shall be customary under local law, as the same may at any time be amended in accordance
with the terms thereof and hereof and such changes thereto as shall be reasonably acceptable to Administrative Agent.


 


“Mortgage
Amendments” has the meaning set forth in Section 9.14(a)(i).


 


“Mortgaged
Real Property” shall mean (a) each Real Property listed on Schedule 1.01(D) and (b) each Real Property, if any,
which shall be subject to a Mortgage delivered on or after the Closing Date pursuant to Section 9.08 or 9.11 (in each case, unless
and until such Real Property is no longer subject to a Mortgage).


 


“Mortgaged
Vessel” shall mean (a) each Vessel, if any, listed on Schedule 8.13(b) as a “Mortgaged Vessel,” and
(b) each Vessel or Replacement Vessel, if any, which shall be subject to a Ship Mortgage after the Closing Date pursuant to Section
9.08 or 9.11 (in each case, unless and until such Vessel or Replacement Vessel is no longer subject to a Mortgage).


 


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


 


“NAIC”
shall mean the National Association of Insurance Commissioners.


 


“Net Available
Proceeds” shall mean:


 


(i)       in
the case of any Asset Sale pursuant to Section 10.05(c) or pursuant to Section 10.05(p), the aggregate amount of all cash payments
(including any cash payments received by way of deferred payment of principal pursuant to a note or otherwise, but only as and
when received) received by Borrower or any Restricted Subsidiary directly or indirectly in connection with such Asset Sale, net
(without duplication) of (A) the amount of all reasonable fees and expenses and transaction costs paid by or on behalf of Borrower
or any Restricted Subsidiary in connection with such Asset Sale (including, without limitation, any underwriting, brokerage or
other customary selling commissions and legal, advisory and other fees and expenses, including survey, title and recording expenses,
transfer taxes and expenses incurred for preparing such assets for sale, associated therewith); (B) any Taxes paid or estimated
in good faith to be payable by or on behalf of any Company as a result of such Asset Sale (after application of all credits and
other offsets that arise from such Asset Sale); (C) any repayments by or on behalf of any Company of Indebtedness (other than Indebtedness
hereunder) to the extent such Indebtedness is secured by a Lien on such Property that is permitted by the Credit Documents and
that is not junior to the Lien thereon securing the Obligations and such Indebtedness is required to be repaid as a condition to
the purchase or sale of such Property; (D) amounts required to be paid to any Person (other than any Company) owning a beneficial
interest in the subject Property; (E) amounts reserved, in accordance with GAAP, against any liabilities associated with such Asset
Sale and retained by Borrower or any of its Subsidiaries after such Asset Sale and related thereto, including pension and other
post-employment benefit liabilities, purchase price adjustments, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale; and (F) in the event that a Restricted Subsidiary consummates
such an Asset Sale and makes a pro rata payment of dividends to its stockholders or members or other equity holders, as applicable,
from any cash proceeds of such Asset Sale, the amount of dividends paid to any such stockholder or member or other equity holder,
as applicable, other than Borrower or any Restricted Subsidiary, all as reflected in an Officer’s Certificate delivered to
Administrative Agent; provided, that Net Available Proceeds shall include any cash payments received upon the reversal (without
the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (E) of
this clause (i) or, if such liabilities have not been satisfied in cash and such reserve is not reversed within eighteen (18)
months after such Asset Sale, the amount of such reserve;


 






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(ii)       in
the case of any Casualty Event, the aggregate amount of cash proceeds of insurance, condemnation awards and other compensation
(excluding proceeds constituting business interruption insurance or other similar compensation for loss of revenue, but including
the proceeds of any disposition of Property pursuant to Section 10.05(l)) received by the Person whose Property was subject to
such Casualty Event in respect of such Casualty Event net of (A) fees and expenses incurred by or on behalf of Borrower or
any Restricted Subsidiary in connection with recovery thereof, (B) repayments of Indebtedness (other than Indebtedness hereunder)
to the extent secured by a Lien on such Property that is permitted by the Credit Documents and that is not junior to the Lien thereon
securing the Obligations and such Indebtedness is required to be prepaid in connection with such Casualty Event, and (C) any
Taxes paid or payable by or on behalf of Borrower or any Restricted Subsidiary in respect of the amount so recovered (after application
of all credits and other offsets arising from such Casualty Event) and amounts required to be paid to any Person (other than any
Company) owning a beneficial interest in the subject Property; provided that, in the case of a Casualty Event with respect
to property that is subject to a Master Lease, any Additional Lease or a similar lease entered into for the purpose of, or with
respect to, operating or managing gaming facilities and related assets, such cash proceeds shall not constitute Net Available Proceeds
to the extent, and for so long as, such cash proceeds are required, by the terms of such lease, (x) to be paid to the holder of
any mortgage, deed of trust or other security agreement securing indebtedness of the lessor, (y) to be paid to, or for the account
of, the lessor or deposited in an escrow account to fund rent and other amounts due with respect to such property and costs to
preserve, stabilize, repair, replace or restore such property (in accordance with the provisions of the applicable lease) or (z)
to be applied to rent and other amounts due under such lease or to fund costs and expenses of repair, replacement or restoration
of such Property, or the preservation or stabilization of such Property (in accordance with the provisions of the applicable lease);
and


 


(iii)       in
the case of any Debt Issuance, the aggregate amount of all cash received in respect thereof by the Person consummating such Debt
Issuance in respect thereof net of all investment banking fees, discounts and commissions, legal fees, consulting fees, accountants’
fees, underwriting discounts and commissions and other fees and expenses, actually incurred in connection therewith.;
and


 


(iv)       in
the case of any incurrence of Incremental Commitments (and any Loans funded thereunder) or Incremental Equivalent Debt (and any
Loans funded thereunder), the aggregate amount of all cash received in respect thereof by the Person incurring such Incremental
Commitments or Incremental Equivalent Debt net of all investment banking fees, discounts and commissions, legal fees, consulting
fees, accountants’ fees, underwriting discounts and commissions and other fees and expenses, actually incurred in connection
therewith.


 


“New Investment
Returns” shall mean the aggregate of all amounts received by Borrower and its Restricted Subsidiaries with respect to
Investments made pursuant to Section 10.04(k) on or after the Closing Date (including with respect to contracts related to such
Investments and including principal, interest, dividends, distributions, sale proceeds, payments under contracts relating to such
Investments or other amounts) that are designated by Borrower as “New Investment Returns” in the Compliance Certificate
delivered to the Administrative Agent in respect of the fiscal quarter in which such amounts were received.


 


“New Revolving
Commitments” shall have the meaning set forth in Section 2.12(a).


 


“New Revolving
Loans” shall have the meaning set forth in Section 2.12(a).


 


“New Term
Loan Commitments” has the meaning set forth in Section 2.12(a).


 






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“New Term
Loan Facility” shall mean each credit facility comprising New Term Loan Commitments and New Term Loans of a particular
Tranche, if any.


 


“New Term
Loan Maturity Date” shall mean, with respect to any New Term Loans to be made pursuant to the related Incremental Joinder
Agreement, the maturity date thereof as determined in accordance with Section 2.12(b).


 


“New Term
Loan Notes” shall mean the promissory notes executed and delivered in connection with any New Term Loan Commitments and
the related New Term Loans.


 


“New Term
Loans” has the meaning set forth in Section 2.12(a).


 


“Non-Consenting
Revolving Commitments” shall have the meaning provided in the First Amendment to A&R Credit Agreement.


 


“Non-Defaulting
Lender” shall mean each Lender other than a Defaulting Lender.


 


“Non-Extension
Notice Date” shall have the meaning provided by Section 2.03(b).


 


“Notes”
shall mean the Revolving Notes, the Swingline Note and the Term Loan Notes.


 


“Notice of
Borrowing” shall mean a notice of borrowing substantially in the form of Exhibit B or such other form as is reasonably
acceptable to Administrative Agent including any form on an electronic platform or electronic transmission system as shall be approved
by Administrative Agent.


 


“Notice of
Continuation/Conversion” shall mean a notice of continuation/conversion substantially in the form of Exhibit C
or such other form as is reasonably acceptable to Administrative Agent including any form on an electronic platform or electronic
transmission system as shall be approved by Administrative Agent.


 


“Obligation
Currency” has the meaning set forth in Section 13.15(a).


 


“Obligations”
shall mean all amounts, liabilities and obligations, direct or indirect, contingent or absolute, of every type or description,
and at any time existing, owing by any Credit Party to any Secured Party or any of its Agent Related Parties or their respective
successors, transferees or assignees pursuant to the terms of any Credit Document, any Credit Swap Contract or, with the prior
written approval of Borrower, any Secured Cash Management Agreement (including in each case interest accruing or obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable
in such proceeding), whether or not the right of such Person to payment in respect of such obligations and liabilities is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured and whether or not such claim is discharged, stayed or otherwise affected by any bankruptcy case or insolvency or liquidation
proceeding.


 


“OFAC”
has the meaning set forth in Section 8.27(b)(v).


 


“Officer’s
Certificate” shall mean, as applied to any entity, a certificate executed on behalf of such entity (or such entity’s
manager or member or general partner, as applicable) by its chairman of the board of directors (or functional equivalent) (if an
officer), its chief executive officer, its president, any of its vice presidents, its chief financial officer, its chief accounting
officer or its treasurer or controller (in each case, or an equivalent officer) in their official (and not individual) capacities.


 


“Open Market
Assignment and Assumption Agreement” shall mean an Open Market Assignment and Assumption Agreement substantially in the
form attached as Exhibit P hereto or such other form (including electronic documentation generated by use of an electronic
platform) as is reasonably acceptable to Administrative Agent.


 






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“Organizational
Document” shall mean, relative to any Person, its certificate of incorporation, its certificate of formation, its certificate
of partnership, its by-laws, its partnership agreement, its limited liability company agreement, its memorandum or articles of
association, share designations or similar organization documents and all shareholder agreements, voting trusts and similar arrangements
applicable to any of its authorized Equity Interests.


 


“Other Applicable
Indebtedness” shall mean Indebtedness incurred pursuant to Section 10.01(c), (h), (k), (n), (q), (u), (v) and (w).


 


“Other Commitments”
shall mean the Other Term Loan Commitments and Other Revolving Commitments.


 


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


 


“Other Debt”
has the meaning set forth in the definition of “Repricing Transaction.”


 


“Other First
Lien Indebtedness” shall mean outstanding Indebtedness that is not incurred under this Agreement and that (a) is secured
by the Collateral on a pari passu basis with the Obligations and (b) is Permitted First Priority Refinancing Debt, Permitted
First Lien Indebtedness or Incremental Equivalent Debt.


 


“Other Junior
Indebtedness” shall mean Permitted Unsecured Indebtedness, Permitted Second Lien Indebtedness, Permitted Unsecured Refinancing
Debt, Permitted Second Priority Refinancing Debt, Indebtedness incurred pursuant to Section 10.01(p), Indebtedness incurred pursuant
to Section 10.01(q) or Incremental Equivalent Debt that is secured by a Lien on Collateral junior to the Liens securing the Obligations
or that is unsecured.


 


“Other Revolving
Commitments” shall mean one or more Tranches of revolving credit commitments hereunder that result from a Refinancing
Amendment.


 


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


 


“Other Taxes”
has the meaning set forth in Section 5.06(e).


 


“Other Term
Loan Commitments” shall mean one or more Tranches of term loan commitments hereunder that result from a Refinancing Amendment.


 


“Other Term
Loans” shall mean one or more Tranches of Term Loans that result from a Refinancing Amendment.


 


“Outstanding
Investment Amount” shall mean, as of any date of determination, the aggregate amount (not less than zero) of all Investments
made pursuant to Section 10.04(k) on or after the Closing Date, in each case, valued at fair market value at the time each such
Investment was made, minus (x) New Investment Returns received on or prior to such date of determination, minus (y)
all Existing Investment Returns received on or prior to such date (but only to the extent that on the date any such Existing Investment
Return was received, such Existing Investment Return was not larger than the Outstanding Investment Amount as of such date (which
Outstanding Investment Amount shall be determined without giving effect to such Existing Investment Return)), minus (z)
reductions in the amount of such Investments as provided in the definition of “Investment”.


 






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“Paid in Full”
or “Payment in Full” and any other similar terms, expressions or phrases shall mean, at any time, (a) with respect
to obligations other than the Obligations or the Secured Obligations (as defined in the Security Agreement), the payment in full
of all of such obligations and (b) with respect to the Obligations or the Secured Obligations (as defined in the Security Agreement),
the irrevocable termination of all Commitments, the payment in full in cash of all Obligations (except undrawn Letters of Credit
and Unasserted Obligations), including principal, interest, fees, costs (including post-petition interest, fees and costs even
if such interest, fees and costs are not an allowed claim enforceable against any Credit Party in a bankruptcy case under applicable
law) and premium (if any), and the discharge or Cash Collateralization of all Letters of Credit outstanding in an amount equal
to 103% of the greatest amount for which such Letters of Credit may be drawn (or receipt of backstop letters of credit reasonably
satisfactory to the applicable L/C Lender and the Administrative Agent). For purposes of this definition, “Unasserted
Obligations” shall mean, at any time, contingent indemnity obligations in respect of which no claim or demand for payment
has been made at such time.


 


“Parent Company”
shall mean, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such
Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.


 


“Pari Passu
Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit S hereto
or such other form as is reasonably acceptable to Administrative Agent.


 


“Patriot Act”
has the meaning set forth in Section 8.27(a).


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA, or any successor thereto.


 


“Penn Leased
Property” shall mean all “Leased Property” (as defined in the Penn Master Lease from time to time).


 


“Penn Master
Lease” shall mean the Master Lease, dated as of November 1, 2013, as amended by (a) the First Amendment to Master Lease,
dated March 5, 2014, (b) the Second Amendment to Master Lease and First Amendment to Access Agreement, dated April 18, 2014, (c)
the Third Amendment to Master Lease, dated September 20, 2015 and (d) the Fourth Amendment to Master Lease, dated May 1, 2017,
by and between GLP Capital and Penn Tenant.


 


“Penn Tenant”
shall mean, for so long as it is the tenant under the Penn Master Lease, Penn Tenant, LLC, a Pennsylvania limited liability company,
in its capacity as tenant under the Penn Master Lease, and, thereafter, the successor tenant under the Penn Master Lease in such
capacity.


 


“Pension Plan”
shall mean an employee pension benefit plan (other than a Multiemployer Plan) that is covered by Title IV of ERISA or subject to
the minimum funding standards under Section 412 of the Code or Section 302 of ERISA and is maintained or contributed to by any
ERISA Entity or with respect to which any Company is reasonably likely to incur liability under Title IV of ERISA.


 


“Perfection
Certificate” shall mean that certain Perfection Certificate, dated as of the Closing Date (the “Initial Perfection
Certificate”), executed and delivered by Borrower on behalf of Borrower and each of the Guarantors existing on the initial
Funding Date, and each other Perfection Certificate (which shall be substantially in the form of Exhibit N or such
other form as is reasonably acceptable to Administrative Agent) executed and delivered by the applicable Credit Party from time
to time, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in
accordance with Section 9.04(h)(ii).


 


“Permits”
has the meaning set forth in Section 8.15.


 


“Permitted
Acquisition” shall mean (A) any acquisition, whether by purchase, merger, consolidation or otherwise, by Borrower or
any of its Restricted Subsidiaries of all or substantially all of the business, property or assets of, or Equity Interests in,
a Person or any division or line of business of a Person so long as (a) immediately after a binding contract with respect thereto
is entered into between Borrower or one of its Restricted Subsidiaries and the seller with respect thereto and after giving pro
forma effect to such acquisition and related transactions, no Event of Default has occurred and is continuing or would result therefrom
and Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenants
as of the most recent Calculation Date (giving effect to such acquisition and any related anticipated incurrences and repayments
of Indebtedness as if consummated on the first day of relevant Test Period), (b) immediately after giving effect thereto, Borrower
shall be in compliance with Section 10.11, and (c) with respect to a Permitted Acquisition in excess of $50.0 million, Borrower
has delivered to Administrative Agent an Officer’s Certificate to the effect set forth in clauses (a) and (b) above, together
with all relevant financial information for the Person or assets to be acquired and (B) the PNK Acquisition.


 






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“Permitted
Business” shall mean any business of the type in which Borrower and its Restricted Subsidiaries are engaged or proposed
to be engaged on the date of this Agreement, or any business or activities reasonably related, incidental or ancillary thereto
(including assets, activities or businesses complementary thereto), or a reasonable extension, development or expansion thereof.


 


“Permitted
Business Assets” shall mean (a) one or more Permitted Businesses, (b) a controlling equity interest in any Person whose
assets consist primarily of one or more Permitted Businesses, (c) assets that are used or useful in a Permitted Business or (d)
any combination of the preceding clauses (a), (b) and (c), in each case, as determined by Borrower’s Board of Directors or
a Responsible Officer or other management of Borrower or the Restricted Subsidiary acquiring such assets, in each case, in its
good faith judgment.


 


“Permitted
First Lien Indebtedness” shall mean any Indebtedness of Borrower (and Contingent Obligations of the Guarantors in respect
thereof) that (a) is secured by the Collateral on a pari passu basis to the Liens securing the Obligations and the obligations
in respect of any Permitted First Priority Refinancing Debt and is not secured by any property or assets of Borrower or any Restricted
Subsidiary other than the Collateral, (b) the holders of such Indebtedness (or their representative) and Administrative Agent shall
be party to the Pari Passu Intercreditor Agreement, (c) is not scheduled to mature prior to the Final Maturity Date then
in effect at the time of issuance (excluding bridge facilities allowing extensions on customary terms to at least such Final Maturity
Date), (d) is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (e) the terms (excluding
pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) of which are (as determined by Borrower
in good faith), taken as a whole, not materially more restrictive than the terms set forth in this Agreement (other than, in the
case of any bridge facility, covenants, defaults and remedy provisions customary for bridge financings) and (f) other than in the
case of a revolving credit facility, does not have a Weighted Average Life to Maturity (excluding the effects of any prepayments
of Term Loans reducing amortization) that is shorter than that of any outstanding Term Loans (excluding bridge facilities allowing
extensions on customary terms at least to such Final Maturity Date).


 


“Permitted
First Priority Refinancing Debt” shall mean any secured Indebtedness incurred by Borrower (and Contingent Obligations
of the Guarantors in respect thereof) in the form of one or more series of senior secured notes or loans; provided that
(a) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies)
with the Obligations and is not secured by any property or assets of Borrower or any Restricted Subsidiary other than the Collateral,
(b) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (c) such Indebtedness is not at any time guaranteed
by any Subsidiaries other than Subsidiaries that are Guarantors, and (d) the holders of such Indebtedness (or their representative)
and Administrative Agent shall be party to the Pari Passu Intercreditor Agreement.


 


“Permitted
Junior Debt Conditions” shall mean that such applicable debt (i) does not have a scheduled maturity date prior to the
date that is 91 days after the Final Maturity Date then in effect at the time of issuance (excluding bridge facilities allowing
extensions on customary terms to at least 91 days after such Final Maturity Date) (provided that, in the case of any Permitted
Refinancing of Permitted Second Priority Indebtedness or Permitted Refinancing of Permitted Unsecured Indebtedness, the scheduled
maturity date shall not be prior to the earlier of (x) the scheduled maturity of the Refinanced Debt and (y) the date that is 91
days after the Final Maturity Date then in effect at the time of issuance (excluding bridge facilities allowing extensions on customary
terms to at least such earlier date)), (ii) does not have a Weighted Average Life to Maturity (excluding the effects of any prepayments
of Term Loans reducing amortization) that is shorter than that of any outstanding Term Loans (excluding bridge facilities allowing
extensions on customary terms to at least ninety-one (91) days after the Final Maturity Date), (iii) shall not have any scheduled
principal payments or be subject to any mandatory redemption, prepayment, or sinking fund (except for customary change of control
(and, in the case of convertible or exchangeable debt instruments, delisting) provisions and, in the case of bridge facilities,
customary mandatory redemptions or prepayments with proceeds of Permitted Refinancings thereof (which Permitted Refinancings would
constitute Junior Financing) or Equity Issuances, and customary asset sale provisions that permit application of the applicable
proceeds to the payment of the Obligations prior to application to such Junior Financing) due prior to the date that is ninety-one
(91) days after the Final Maturity Date then in effect at the time of issuance (excluding bridge facilities allowing extensions
on customary terms to at least ninety-one (91) days after such Final Maturity Date), (iv) is not at any time guaranteed by any
Subsidiaries other than Subsidiaries that are Guarantors and (v) has terms (excluding pricing, fees, rate floors, premiums, optional
prepayment or optional redemption provisions) that are (as determined by Borrower in good faith), taken as a whole, not materially
more restrictive than the terms set forth in this Agreement (other than, in the case of any bridge facility, covenants, defaults
and remedy provisions customary for bridge financings). For the avoidance of doubt, the usual and customary terms of convertible
or exchangeable debt instruments issued in a registered offering or under Rule 144A of the Securities Act shall be deemed to be
not materially more restrictive than the terms set forth in this Agreement.


 






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“Permitted
Liens” has the meaning set forth in Section 10.02.


 


“Permitted
Refinancing” shall mean, with respect to any Indebtedness, any refinancing thereof; provided that: (a) no Default
or Event of Default shall have occurred and be continuing or would arise therefrom; (b) any such refinancing Indebtedness shall
(i) not have a stated maturity or, other than in the case of a revolving credit facility, a Weighted Average Life to Maturity that
is shorter than that of the Indebtedness being refinanced, (ii) if the Indebtedness being refinanced is subordinated to the Obligations
by its terms or by the terms of any agreement or instrument relating to such Indebtedness, be at least as subordinate to the Obligations
as the Indebtedness being refinanced (and unsecured if the refinanced Indebtedness is unsecured) and (iii) be in a principal amount
that does not exceed the principal amount so refinanced, plus, accrued interest, plus, any premium or other payment
required to be paid in connection with such refinancing, plus, the amount of fees and expenses of Borrower or any of its
Restricted Subsidiaries incurred in connection with such refinancing, plus, any unutilized commitments thereunder (provided
that, the principal amount of such Indebtedness may exceed the amount set forth in this clause (iii) so long as such additional
principal amount is otherwise permitted to be incurred pursuant to Section 10.01; provided, however, that such excess
amount shall be deemed to be utilization of such other provision(s) under Section 10.01 in the amount of such excess); and (c)
the obligors on such refinancing Indebtedness shall be the obligors on such Indebtedness being refinanced; provided, however,
that (i) the borrower of the refinancing indebtedness shall be Borrower or the borrower of the indebtedness being refinanced and
(ii) any Credit Party shall be permitted to guarantee any such refinancing Indebtedness of any other Credit Party.


 


“Permitted
Second Lien Indebtedness” shall mean any Indebtedness of Borrower (and Contingent Obligations of the Guarantors in respect
thereof) that (a) is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the
Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and any Permitted First Lien Indebtedness
and is not secured by any property or assets of Borrower or any Restricted Subsidiary other than the Collateral, (b) meets the
Permitted Junior Debt Conditions and (c) the holders of such Indebtedness (or their representative) shall be party to the Second
Lien Intercreditor Agreement (as “Second Priority Debt Parties”) with the Administrative Agent.


 


“Permitted
Second Priority Refinancing Debt” shall mean secured Indebtedness incurred by Borrower (and Contingent Obligations of
the Guarantors in respect thereof) in the form of one or more series of second lien (or other junior lien) secured notes or second
lien (or other junior lien) secured loans; provided that (a) such Indebtedness is secured by the Collateral on a second
priority (or other junior priority) basis to the liens securing the Obligations and the obligations in respect of any Permitted
First Priority Refinancing Debt and any Permitted First Lien Indebtedness and is not secured by any property or assets of Borrower
or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness
(provided, that such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations
and the obligations in respect of any Permitted First Priority Refinancing Debt and Permitted First Lien Indebtedness, notwithstanding
any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness”), (c) the
holders of such Indebtedness (or their representative) shall be party to the Second Lien Intercreditor Agreement (as “Second
Priority Debt Parties”) with the Administrative Agent and (d) meets the Permitted Junior Debt Conditions.


 


“Permitted
Unsecured Indebtedness” shall mean any unsecured Indebtedness of Borrower (and Contingent Obligations of the Guarantors
in respect thereof) that meets the Permitted Junior Debt Conditions or is Junior Financing. For the avoidance of doubt, Disqualified
Capital Stock shall not constitute Permitted Unsecured Indebtedness.


 






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“Permitted
Unsecured Refinancing Debt” shall mean unsecured Indebtedness incurred by Borrower or its Restricted Subsidiaries in
the form of one or more series of senior unsecured notes or loans; provided that (a) such Indebtedness constitutes Credit
Agreement Refinancing Indebtedness and (b) meets the Permitted Junior Debt Conditions.


 


“Permitted
Vessel Liens” shall mean maritime Liens on ships, barges or other vessels for damages arising out of a maritime tort,
wages of a stevedore, when employed directly by a Person listed in 46 U.S.C. § 31341, crew’s wages, salvage and
general average, whether now existing or hereafter arising and other maritime Liens which arise by operation of law during normal
operations of such ships, barges or other vessels.


 


“Person”
shall mean any individual, corporation, company, association, partnership, limited liability company, joint venture, trust, unincorporated
organization or Governmental Authority or any other entity.


 


“Pledged Collateral”
has the meaning set forth in the Security Agreement.


 


“PNK”
shall mean Pinnacle Entertainment, Inc.


 


“PNK Acquisition”
shall mean Borrower’s acquisition of all of the issued and outstanding equity interests of PNK pursuant to the PNK Acquisition
Agreement.


 


“PNK Acquisition
Agreement” shall mean that certain Agreement and Plan of Merger, dated as of December 17, 2017, by and among Borrower,
Franchise Merger Sub, Inc. and PNK.


 


“PNK Acquisition
Clean-Up Period” has the meaning set forth in Section 11.03(a).


 


“PNK Acquisition
Closing Date” shall mean the date that the PNK Acquisition is closed.


 


“PNK Acquisition
Commitment Letter” shall mean that certain Second Amended and Restated Commitment Letter, dated as of February 23, 2018,
among Borrower and the financial institutions party thereto.


 


“PNK Acquisition
Specified Representations” shall mean (a) the representations and warranties set forth in Sections 8.01(a) (but only
with respect to Credit Parties, and limited, in the case of good standing, to Borrower only), 8.04(a)(i)(x) (but only as it relates
to entry into the First Amendment to A&R Credit Agreement, the borrowing of Incremental Term Loans and the granting of Liens
on Collateral to secure the Incremental Term Loans, in each case that are incurred to finance the PNK Acquisition), 8.04(a)(ii)
(limited to Contractual Obligations under the Senior Unsecured Notes (but only as it relates to entry into the First Amendment
to A&R Credit Agreement, the borrowing of the Incremental Term Loans and the granting of Liens on Collateral to secure the
Incremental Term Loans, in each case that are incurred to finance the PNK Acquisition)), 8.05 (but only as it relates to the First
Amendment to A&R Credit Agreement), 8.09, 8.11(b), 8.14 (but only as it relates to security interests that may be perfected
solely through the filing of UCC financing statements and delivery of certificated securities collateral representing Equity Interests
in United States Persons), 8.17 (after giving effect to the Transactions (as defined in the PNK Acquisition Commitment Letter))
and 8.27 (limited to use of proceeds on the First Amendment to A&R Credit Agreement Effective Date) of this Agreement and (b)
representations made by Pinnacle Entertainment, Inc. in the PNK Acquisition Agreement as are material to the interests of the Lenders
(as defined in the PNK Acquisition Commitment Letter), but only to the extent that Borrower has the right to terminate its obligations
under the PNK Acquisition Agreement or otherwise decline to consummate the PNK Acquisition as a result of a breach of such representations
in the PNK Acquisition Agreement.


 


“PNK Leased
Property” shall mean all “Leased Property” (as defined in the PNK Master Lease from time to time).


 


“PNK Letters
of Credit” shall mean each letter of credit identified on Schedule 1.01(E).


 






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“PNK Master
Lease” shall mean the Master Lease, dated as of April 28, 2016, as amended by (a) that certain First Amendment to Master
Lease, dated as of August 29, 2016, (b) that certain Second Amendment to Master Lease, dated as of October 25, 2016, (c) that certain
Third Amendment to Master Lease, dated as of March 24, 2017, and (d) that certain Fourth Amendment to Master Lease, dated as of
the PNK Acquisition Closing Date, by and between Gold Merger Sub and PNK Tenant.


 


“PNK Tenant”
shall mean, for so long as it is the tenant under the PNK Master Lease, Pinnacle MLS, LLC, in its capacity as tenant under the
PNK Master Lease, and, thereafter, the successor tenant under the PNK Master Lease in such capacity.


 


“Post-Increase
Revolving Lenders” has the meaning set forth in Section 2.12(d).


 


“Pre-Increase
Revolving Lenders” has the meaning set forth in Section 2.12(d).


 


“Pre-Opening
Expenses” shall mean, with respect to any fiscal period, the amount of expenses (including Consolidated Interest Expense)
incurred with respect to capital projects which are appropriately classified as “pre-opening expenses” on the applicable
financial statements of Borrower and its Subsidiaries for such period.


 


“Principal
Asset” shall mean the Companies’ gaming properties commonly known as: (i) Hollywood Casino at Charles Town Races,
(ii) Hollywood Casino Toledo, (iii) Hollywood Casino Columbus, (iv) Hollywood Casino Lawrenceburg, (v) Hollywood Casino at Penn
National Race Course and (vi) Hollywood Casino St. Louis.


 


“Principal
Office” shall mean the principal office of Administrative Agent, located on the Closing Date at 900 W. Trade Street,
Charlotte, North Carolina 28255, or such other office as may be designated in writing by Administrative Agent.


 


“Prior Mortgage
Liens” shall mean, with respect to each Mortgaged Real Property, the Liens identified in Schedule B annexed to the applicable
Mortgage as such Schedule B may be amended from time to time to the reasonable satisfaction of Administrative Agent.


 


“Pro Forma
Basis” shall mean, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination
or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section
1.06.


 


“Proceeding”
shall mean any claim, counterclaim, action, judgment, suit, hearing, governmental investigation, arbitration or proceeding, including
by or before any Governmental Authority and whether judicial or administrative.


 


“Property”
shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and
whether tangible or intangible and including all contract rights, income or revenue rights, real property interests, trademarks,
trade names, equipment and proceeds of the foregoing and, with respect to any Person, Equity Interests or other ownership interests
of any other Person.


 


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


 


“Public Lender”
has the meaning set forth in Section 9.04.


 


“Purchase
Money Obligation” shall mean, for any Person, the obligations of such Person in respect of Indebtedness incurred for
the purpose of financing all or any part of the purchase price of any Property (including Equity Interests of any Person) or the
cost of installation, construction or improvement of any property or assets and any refinancing thereof; provided, however,
that such Indebtedness is incurred (except in the case of a refinancing) within 180 days after such acquisition of such Property
or the incurrence of such costs by such Person.


 






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


 


“QFC
Credit Support” has the meaning set forth in Section 13.22.


 


“Qualified
Capital Stock” shall mean, with respect to any Person, any Equity Interests of such Person which is not Disqualified
Capital Stock.


 


“Qualified
Contingent Obligation” shall mean Contingent Obligations permitted by Section 10.04 in respect of (a) Indebtedness of
any Joint Venture in which Borrower or any of its Restricted Subsidiaries owns (directly or indirectly) at least 25% of the Equity
Interest of such Joint Venture or (b) Indebtedness of casinos and “racinos” (and properties ancillary or related thereto)
with respect to which Borrower or any of its Restricted Subsidiaries has (directly or indirectly through Subsidiaries) entered
into a management or similar contract and such contract remains in full force and effect at the time such Contingent Obligations
are incurred.


 


“Qualified
ECP Guarantor” shall mean, in respect of any Swap Obligations, each Guarantor that has total assets exceeding $10,000,000
at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation
or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations
promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by
entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Quarter”
shall mean each three month period ending on March 31, June 30, September 30 and December 31.


 


“Quarterly
Dates” shall mean the last Business Day of each Quarter in each year, commencing with the last Business Day of the first
full Quarter after the Closing Date.


 


“R/C Maturity
Date” shall mean, (a) with respect to the Closing Date Revolving Commitments and any Incremental Existing Tranche Revolving
Commitments of the same Tranche and any Revolving Loans thereunder, the date that is the fifth anniversary of the Closing Date,
(b) with respect to the First Amendment Extended Revolving Commitments and any Incremental Existing Tranche Revolving Commitments
of the same Tranche and any Revolving Loans thereunder, October 19, 2023 and (c) with respect to any other Tranche of Revolving
Commitments and Revolving Loans, the maturity date set forth therefor in the applicable Incremental Joinder Agreement, Extension
Amendment or Refinancing Amendment.


 


“R/C Percentage”
of any Revolving Lender at any time shall mean (a) with respect to the Total Revolving Commitments, a fraction (expressed as a
percentage) the numerator of which is the Revolving Commitment of such Revolving Lender at such time and the denominator of which
is the Total Revolving Commitments at such time or (b) with respect to the Revolving Commitments of a particular Tranche, a fraction
(expressed as a percentage) the numerator of which is the Revolving Commitment of such Tranche of such Revolving Lender at such
time and the denominator of which is the aggregate Revolving Commitments of such Tranche at such time; provided, however,
that if the R/C Percentage of any Revolving Lender is to be determined after the Total Revolving Commitments or the Revolving Commitments
of the applicable Tranche, as the case may be, have been terminated, then the R/C Percentage of such Revolving Lender shall be
determined immediately prior (and without giving effect) to such termination but after giving effect to any assignments after termination
of the Revolving Commitments.


 


“Real Property”
shall mean, as to any Person, all the right, title and interest of such Person in and to land, improvements and appurtenant fixtures,
including leaseholds (it being understood that for purposes of Schedule 8.23(a), Borrower shall not be required to
describe such improvements and appurtenant fixtures in such Schedule).


 


“redeem”
shall mean redeem, repurchase, repay, defease (covenant or legal), Discharge or otherwise acquire or retire for value; and “redemption”
and “redeemed” have correlative meanings.


 






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“Redesignation”
has the meaning set forth in Section 9.13(a).


 


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


 


“Refinancing
Amendment” shall mean an amendment to this Agreement in form and substance reasonably satisfactory to Administrative
Agent and Borrower executed by each of (a) Borrower, (b) Administrative Agent, and (c) each additional Lender and each existing
Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in
accordance with Section 2.15.


 


“Refinancing
Revolving Commitments” shall mean the “Refinancing Revolving Commitments” provided pursuant to the Second
Amendment on the Closing Date. The aggregate amount of the Refinancing Revolving Commitments provided on the Closing Date pursuant
to the Second Amendment is $633,151,413.07.


 


“Refinancing
Revolving Loans” shall mean the “Refinancing Revolving Loans” made or deemed made under the Refinancing Revolving
Commitments provided pursuant to the Second Amendment on the Closing Date.


 


“Register”
has the meaning set forth in Section 2.08(c).


 


“Regulation
D” shall mean Regulation D (12 C.F.R. Part 204) of the Board of Governors of the Federal Reserve System of the United
States (or any successor), as the same may be amended, modified or supplemented and in effect from time to time and all official
rulings and interpretations thereunder or thereof.


 


“Regulation
T” shall mean Regulation T (12 C.F.R. Part 220) of the Board of Governors of the Federal Reserve System of the United
States (or any successor), as the same may be amended, modified or supplemented and in effect from time to time and all official
rulings and interpretations thereunder or thereof.


 


“Regulation
U” shall mean Regulation U (12 C.F.R. Part 221) of the Board of Governors of the Federal Reserve System of the United
States (or any successor), as the same may be amended, modified or supplemented and in effect from time to time and all official
rulings and interpretations thereunder or thereof.


 


“Regulation
X” shall mean Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System of the United
States (or any successor), as the same may be amended, modified or supplemented and in effect from time to time and all official
rulings and interpretations thereunder or thereof.


 


“Regulatory
Asset Sales” shall mean any divestiture made in order to obtain regulatory approvals to consummate the PNK Acquisition
in accordance with the terms of the PNK Acquisition Agreement.


 


“Reimbursement
Obligations” shall mean the obligations of Borrower to reimburse L/C Disbursements in respect of any Letter of Credit.


 


“Related Indemnified
Person” has the meaning set forth in Section 13.03(b).


 


“Related Parties”
shall mean, 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”
shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.


 


“Removal Effective
Date” has the meaning set forth in Section 12.06(b).


 


“Replaced
Lender” has the meaning set forth in Section 2.11(a).


 






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“Replacement
Lender” has the meaning set forth in Section 2.11(a).


 


“Replacement
Vessel” shall mean the replacement of any existing Mortgaged Vessel with a vessel, ship, riverboat, barge or improvement
on real property, whether such vessel, riverboat, barge or improvement is acquired or constructed and whether or not such vessel,
ship, riverboat, barge or improvement is temporarily or permanently moored or affixed to any real property.


 


“Repricing
Transaction” shall mean (i) the incurrence by Borrower of a new tranche of replacement term loans under this Agreement
(including by way of conversion of Term B Facility Loans or Term B-1 Facility Loans, as the case may be, into any such new tranche
of replacement term loans) (x) having an effective interest rate margin for the respective Type of such replacement term loan that
is less than the Applicable Margin for Term B Facility Loans or Term B-1 Facility Loans, as the case may be, of the respective
Type (with the comparative determinations of such margins to be made by Administrative Agent (consistent with generally acceptable
financial practices) and to be made after taking into account all upfront or similar fees or original issue discount (amortized
assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness)
of such tranche of replacement term loans, Term B Facility Loans or Term B-1 Facility Loans, as the case may be) payable to all
Lenders holding such replacement term loans, Term B Facility Loans or Term B-1 Facility Loans, as the case may be, but exclusive
of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders (in their capacity
as such) holding such tranche of replacement term loans, Term B Facility Loans or Term B-1 Facility Loans, as the case may be,
after giving effect to the syndication thereof) (excluding any such loans incurred in connection with a Change of Control or an
Acquisition and any such loan that is not made for the primary purposes of reducing overall yield) and (y) the proceeds of which
are used to repay, in whole or in part, principal of outstanding Term B Facility Loans or Term B-1 Facility Loans, as the case
may be, (it being understood that a conversion of Term B Facility Loans or Term B-1 Facility Loans, as the case may be, into any
such new tranche of replacement term loans shall constitute a repayment of principal of outstanding Term B Facility Loans and Term
B-1 Facility Loans, respectively), (ii) any amendment, waiver or other modification to this Agreement which would have the effect
of reducing the Applicable Margin for Term B Facility Loans or Term B-1 Facility Loans, as the case may be, (with the determination
of such effective reduction to be made in accordance with the applicable provisions set forth in the parenthetical appearing in
preceding clause (i)(x)), excluding any such amendment, waiver or modification entered into in connection with a Change of Control
or an Acquisition and/or (iii) the incurrence by Borrower or any of its Subsidiaries of (x) any Incremental Term Loans, (y) any
other term loans (which, for the avoidance of doubt, does not include bonds) other than under this Agreement or (z) any other bank
debt other than under this Agreement (such other term loans referred to in clause (y) above in this clause (iii) and such other
bank debt referred to in clause (z) above in this clause (iii) are individually referred to as “Other Debt”),
the proceeds of which are used in whole or in part to prepay outstanding Term B Facility Loans or Term B-1 Facility Loans, as the
case may be, (except to the extent any such Incremental Term Loans or Other Debt is incurred in connection with a Change of Control
or an Acquisition) if such Incremental Term Loans or Other Debt has an effective interest rate margin for the respective Type of
such replacement term loan that is less than the Applicable Margin for Term B Facility Loans or Term B-1 Facility Loans, as the
case may be, at the time of the prepayment thereof (with the comparative determination of such margins to be made by Administrative
Agent (consistent with generally acceptable financial practices) taking into account all upfront or similar fees or original issue
discount (amortized assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the
applicable Indebtedness) of such Incremental Term Loans or Other Debt) payable to all lenders holding such Incremental Term Loans
or Other Debt, as the case may be, but exclusive of any arrangement, structuring or other fees payable in connection therewith
that are not shared with all Lenders (in their capacity as such) holding such Incremental Term Loans or Other Debt, as the case
may be, after giving effect to the syndication thereof). Any such determination by Administrative Agent as contemplated by preceding
clauses (i)(x), (ii) and (iii) shall be conclusive and binding on all Lenders holding Term B Facility Loans or Term B-1 Facility
Loans, as the case may be.


 


“Required
Lenders” shall mean, as of any date of determination: (a) prior to the Closing Date, Lenders holding more than 50% of
the aggregate amount of the Commitments; and (b) thereafter, Non-Defaulting Lenders the sum of whose outstanding Term Loans, unutilized
Term Loan Commitments, Revolving Loans, Unutilized R/C Commitments, Swingline Exposure and L/C Liabilities then outstanding represents
more than 50% of the aggregate sum (without duplication) of (i) all outstanding Term Loans of all Non-Defaulting Lenders and
all unutilized Term Loan Commitments of all Non-Defaulting Lenders, (ii) all outstanding Revolving Loans of all Non-Defaulting
Lenders, (iii) the aggregate Unutilized R/C Commitments of all Non-Defaulting Lenders, (iv) the Swingline Exposure of
all Non-Defaulting Lenders and (v) the L/C Liabilities of all Non-Defaulting Lenders.


 






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“Required
Revolving Lenders” shall mean, as of any date of determination: (a) at any time prior to the Closing Date, Lenders holding
more than 50% of the aggregate amount of the Revolving Commitments and (b) thereafter, Non-Defaulting Lenders holding more
than 50% of the aggregate sum of (without duplication) (i) the aggregate principal amount of outstanding Revolving Loans of all
Non-Defaulting Lenders, (ii) the aggregate Unutilized R/C Commitments of all Non-Defaulting Lenders, (iii) the Swingline Exposure
of all Non-Defaulting Lenders, and (iv) the L/C Liabilities of all Non-Defaulting Lenders.


 


“Required
Tranche Lenders” shall mean: (a) with respect to Lenders having Revolving Commitments or Revolving Loans of any particular
Tranche, Non-Defaulting Lenders having more than 50% of the aggregate sum of the Unutilized R/C Commitments, Revolving Loans, Swingline
Exposure and L/C Liabilities, in each case, in respect of such Tranche and then outstanding; (b) with respect to Lenders having
Term A Facility Loans or Incremental Term A Loan Commitments, Lenders having more than 50% of the aggregate sum of the Term A Facility
Loans and unutilized Incremental Term A Loan Commitments then outstanding; (c) with respect to Lenders having Term B Facility Loans,
Term B Facility Commitments or Incremental Term B Loan Commitments, Lenders having more than 50% of the aggregate sum of the Term
B Facility Loans, unutilized Term B Facility Commitments and unutilized Incremental Term B Loan Commitments then outstanding; (d)
with respect to Lenders having Term B-1 Facility Loans, Term B-1 Facility Commitments or Incremental Term B-1 Loan Commitments,
Lenders having more than 50% of the aggregate sum of the Term B-1 Facility Loans, unutilized Term B-1 Facility Commitments and
unutilized Incremental Term B-1 Loan Commitments then outstanding; (e) for each New Term Loan Facility, if applicable, with respect
to Lenders having New Term Loans or New Term Loan Commitments, in each case, in respect of such New Term Loan Facility, Lenders
having more than 50% of the aggregate sum of such New Term Loans and unutilized New Term Loan Commitments then outstanding; (f)
for each Extension Tranche, if applicable, with respect to Lenders having Extended Revolving Loans or Extended Revolving Commitments
or Extended Term Loans or commitments in respect of Extended Term Loans, in each case, in respect of such Extension Tranche, Lenders
having more than 50% of the aggregate sum of such Extended Revolving Loans and Extended Revolving Commitments or Extended Term
Loans and commitments in respect thereof, as applicable, then outstanding; and (g) for each Tranche of Other Term Loans, Lenders
having more than 50% of the aggregate sum of such Other Term Loans and unutilized Other Term Loan Commitments then outstanding.


 


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


 


“Resignation
Effective Date” has the meaning set forth in Section 12.06(a).


 


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


 


“Response
Action” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and
(b) all other actions required by any Governmental Authority or voluntarily undertaken to: (i) clean up, remove, treat, abate or
in any other way address any Hazardous Material in the Environment, (ii) prevent the Release or threatened Release, or minimize
the further Release, of any Hazardous Material or (iii) perform studies and investigations in connection with, or as a precondition
to, clause (i) or (ii) above.


 


“Responsible
Officer” shall mean the chief executive officer of Borrower or other applicable Credit Party, the president of Borrower
or other applicable Credit Party (if not the chief executive officer), any vice president, senior vice president or executive vice
president of Borrower or other applicable Credit Party, the chief financial officer, the chief accounting officer or treasurer
of Borrower or other applicable Credit Party or, with respect to financial matters, the chief financial officer, the chief accounting
officer, senior financial officer or treasurer of Borrower or other applicable Credit Party.


 






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“Restricted
Payment” shall mean dividends (in cash, Property or obligations) on, or other payments or distributions (including return
of capital) on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption,
retirement, defeasance, termination, repurchase or other acquisition of, any Equity Interests or Equity Rights (other than any
payment made relating to any Transfer Agreement) in Borrower or any of its Restricted Subsidiaries, but excluding dividends, payments
or distributions paid through the issuance of additional shares of Qualified Capital Stock and any redemption, retirement or exchange
of any Qualified Capital Stock in Borrower or such Restricted Subsidiary through, or with the proceeds of, the issuance of Qualified
Capital Stock in Borrower or any of its Restricted Subsidiaries.


 


“Restricted
Subsidiaries” shall mean all existing and future Subsidiaries of Borrower other than the Unrestricted Subsidiaries.


 


“Revaluation
Date” shall mean, with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter
of Credit denominated in an Alternate Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of
increasing the amount thereof, (iii) each date of any payment by an L/C Lender under any Letter of Credit denominated in an Alternate
Currency, and (iv) such additional dates as the Administrative Agent or the applicable L/C Lender shall reasonably determine or
the Required Lenders shall require.


 


“Reverse Trigger
Event” shall mean the transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility from trust or
other similar arrangement to Borrower or any of its Restricted Subsidiaries from time to time.


 


“Revocation”
has the meaning set forth in Section 9.12(b).


 


“Revolving
Availability Period” shall mean, (i) with respect to the Revolving Commitments under the Closing Date Revolving Facility,
the period from and including the Closing Date to but excluding the earlier of applicable R/C Maturity Date and the date of termination
of such Revolving Commitments, (ii) with respect to the Revolving Commitments under the First Amendment Extended Revolving Facility,
the period from and including the First Amendment to A&R Credit Agreement Effective Date to but excluding the earlier of applicable
R/C Maturity Date and the date of termination of such Revolving Commitments, and (iii) with respect to any other Tranche of Revolving
Commitments, the period from and including the date such Tranche of Revolving Commitments is established to but excluding the earlier
of the applicable R/C Maturity Date and the date of termination of such Tranche of Revolving Commitments. Unless the context otherwise
requires, references in this Agreement to the Revolving Availability Period shall mean with respect to each Tranche of Revolving
Commitments, the Revolving Availability Period applicable to such Tranche.


 


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


 


“Revolving
Commitment” shall mean, for each Revolving Lender, the obligation of such Lender to make Revolving Loans in an aggregate
principal amount at any one time outstanding up to but not exceeding the amount set opposite the name of such Lender on Annex
A-1 under the caption “Revolving Commitment” or “First Amendment Extended Revolving Commitment”, as
applicable, or in the Assignment Agreement pursuant to which such Lender assumed its Revolving Commitment or in any Incremental
Joinder Agreement or Refinancing Amendment, as applicable, as the same may be (a) changed pursuant to Section 13.05(b), (b) reduced
or terminated from time to time pursuant to Sections 2.04, 11.01 and/or 13.04(h), as applicable, or (c) increased or otherwise
adjusted from time to time in accordance with this Agreement, including pursuant to Section 2.12 and Section 2.15; it being understood
that a Revolving Lender’s Revolving Commitment shall include any Incremental Revolving Commitments, Extended Revolving Commitments
and Other Revolving Commitments of such Revolving Lender. The aggregate amount of the Revolving Commitments as of the First Amendment
to A&R Credit Agreement Effective Date is $700.0 million.


 


“Revolving
Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding
Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Liability, plus
the aggregate amount at such time of such Lender’s Swingline Exposure.


 


“Revolving
Extension Request” shall have the meaning provided in Section 2.13(b).


 






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“Revolving
Facility” shall mean each credit facility comprising Revolving Commitments of a particular Tranche.


 


“Revolving
Lenders” shall mean (a) on the Closing Date, the Lenders having a Revolving Commitment on Annex A-1(a) hereof,
(b) on the First Amendment to A&R Credit Agreement Effective Date, the Lenders having a Revolving Commitment on Annex A-1(b)
hereof, and (c) thereafter, the Lenders from time to time holding Revolving Loans and/or a Revolving Commitment as in effect from
time to time.


 


“Revolving
Loans” has the meaning set forth in Section 2.01(a).


 


“Revolving
Notes” shall mean the promissory notes substantially in the form of Exhibit A-1.


 


“Revolving
Tranche Exposure” shall mean with respect to any Lender and Tranche of Revolving Commitments at any time, the aggregate
principal amount at such time of all outstanding Revolving Loans of such Tranche of such Lender, plus the aggregate amount
at such time of such Lender’s L/C Liability under its Revolving Commitment of such Tranche, plus the aggregate amount
at such time of such Lender’s Swingline Exposure under its Revolving Commitment of such Tranche.


 


“S&P”
shall mean Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, or any successor thereto.


 


“Sanction(s)”
shall mean any international economic sanction administered or enforced by the United States Government (including without limitation,
OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.


 


“SEC”
shall mean the Securities and Exchange Commission of the United States or any successor thereto.


 


“Second Amendment”
shall mean that certain Second Amendment and Refinancing Agreement, dated as of the Closing Date, by and among Borrower, Guarantors,
the Lenders party thereto, Administrative Agent and Collateral Agent.


 


“Second
Amendment to A&R Credit Agreement” shall mean that certain Second Amendment, dated as of April 14, 2020, by and among
Borrower, Guarantors, the Lenders party thereto, Administrative Agent, Collateral Agent and the other parties party thereto.


 


“Second
Amendment to A&R Credit Agreement Effective Date” shall mean the “Effective Date” (as defined in the Second
Amendment to A&R Credit Agreement).


 


“Second Lien
Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit T hereto
or such other form as is reasonably acceptable to Administrative Agent.


 


“Section 9.04
Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to Section 9.04(a) or
(b), together with the accompanying certificate of a Responsible Officer of Borrower delivered, or required to be delivered, pursuant
to Section 9.04(c).


 


“Secured Cash
Management Agreement” shall mean any Cash Management Agreement that is entered into by and between Borrower and/or any
or all of its Restricted Subsidiaries and any Cash Management Bank.


 


“Secured Parties”
shall mean the Agents, the Lenders, any Swap Provider that is party to a Credit Swap Contract and any Cash Management Bank that
is a party to a Secured Cash Management Agreement.


 


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


 






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“Security
Agreement” shall mean a security agreement substantially in the form of Exhibit H among the Credit Parties and
Collateral Agent, as the same may be amended in accordance with the terms thereof and hereof.


 


“Security
Documents” shall mean the Security Agreement, the Mortgages, the Ship Mortgages and each other security document or pledge
agreement, instrument or other document required by applicable local law or otherwise executed and delivered by a Credit Party
to grant or perfect a security interest in any Property acquired or developed that is of the kind and nature that would constitute
Collateral on the Closing Date, and any other document, agreement or instrument utilized to pledge or grant as collateral (or perfect
any Lien thereon) for the Obligations any Property of whatever kind or nature.


 


“Senior Unsecured
Notes” shall mean the outstanding 5.625% senior unsecured notes due 2027 of Borrower in the original aggregate principal
amount of $400.0 million.


 


“Separation
and Distribution Agreement” shall mean the separation and distribution agreement between Borrower and GLPI, dated as
of November 1, 2013.


 


“Ship Mortgage”
shall mean a Ship Mortgage substantially in the form of Exhibit J or such other form as is reasonably acceptable to
Administrative Agent made by the applicable Credit Parties in favor of Collateral Agent for the benefit of the Secured Parties,
as the same may be amended in accordance with the terms thereof and hereof, or such other agreements reasonably acceptable to Collateral
Agent as shall be necessary to comply with applicable Requirements of Law and effective to grant in favor of Collateral Agent for
the benefit of the Secured Parties a first preferred mortgage on the Mortgaged Vessel covered thereby, subject only to Permitted
Liens.


 


“Solvent”
and “Solvency” shall mean, for any Person on a particular date, that on such date (a) the fair value of the
Property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities,
of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required
to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts and liabilities beyond such Person’s ability to pay as such debts and
liabilities mature, (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or
a transaction, for which such Person’s Property would constitute an unreasonably small capital and (e) such Person is able
to pay its debts as they become due and payable. For purposes of this definition, the amount of contingent liabilities at any time
shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability, without duplication.


 


“Specified
Additional General Investment Returns” shall mean the amounts received by Borrower and its Restricted Subsidiaries with
respect to Investments made pursuant to Section 10.04(t) (including with respect to contracts related to such Investments and including
principal, interest, dividends, distributions, sale proceeds, payments under contracts relating to such Investments or other amounts)
that are designated by Borrower as “Specified Additional General Investment Returns” in the Compliance Certificate
delivered to the Administrative Agent in respect of the fiscal quarter in which such amounts were received.


 


“Specified
Asset Sales” shall mean, collectively, (a) the disposition of certain assets identified to the Joint Lead Arrangers and
the Lenders as Ameristar Casino Kansas City, LLC, Ameristar Casino St. Charles, LLC, Belterra Resort Indiana LLC and PNK (Ohio),
LLC and (b) the disposition of the real estate underlying the casinos known as Belterra Park and Plainridge Park.


 


“Specified
General Investment Returns” shall mean the amounts received by Borrower and its Restricted Subsidiaries with respect
to Investments made pursuant to Section 10.04(s) (including with respect to contracts related to such Investments and including
principal, interest, dividends, distributions, sale proceeds, payments under contracts relating to such Investments or other amounts)
that are designated by Borrower as “Specified General Investment Returns” in the Compliance Certificate delivered to
the Administrative Agent in respect of the fiscal quarter in which such amounts were received.


 






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“Specified
Sale Leaseback Transaction” shall mean, with respect to Borrower or any of its Restricted Subsidiaries, an arrangement
whereby, directly or indirectly, (a) Borrower or such Restricted Subsidiary shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property
which it intends to use for substantially the same purpose or purposes as the property being sold or transferred and (b) (i) such
property is sold to, and leased from, a Landlord or its Affiliate or (ii) the acquisition of such property was not funded with
Indebtedness (other than Revolving Loans or other revolving credit loans) or with the proceeds of Equity Issuances by Borrower.


 


“Specified
Transaction” shall mean (a) any incurrence or repayment of Indebtedness (other than for working capital purposes or under
a Revolving Facility), (b) any Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary,
(c) any Permitted Acquisition or other Acquisition, (d) any Asset Sale, designation or redesignation of a Restricted Subsidiary
that results in a Restricted Subsidiary ceasing to be a Restricted Subsidiary of Borrower, (e) any Acquisition or Investment constituting
an acquisition of assets constituting a business unit, line of business or division of another Person and (f) any amendment, modification
or waiver to any provision of a Master Lease.


 


“Specified
Unrestricted Subsidiaries Investment Returns” shall mean the amounts received by Borrower and its Restricted Subsidiaries
with respect to Investments made pursuant to Section 10.04(q) (including with respect to contracts related to such Investments
and including principal, interest, dividends, distributions, sale proceeds, payments under contracts relating to such Investments
or other amounts) that are designated by Borrower as “Specified Unrestricted Subsidiaries Investment Returns” in the
Compliance Certificate delivered to the Administrative Agent in respect of the fiscal quarter in which such amounts were received.


 


“Spin-Off”
shall mean, collectively, (a) the distribution of the assets and liabilities associated with, or operations of, the internet, interactive,
online, virtual or social gaming business and/or the video lottery or video gaming terminal business of Borrower and its Subsidiaries,
which distribution may consist of the distribution of all of the outstanding Equity Interests of one or more Subsidiaries of Borrower
that operate any such business and (b) any corporate restructurings and other transactions entered into in connection with the
foregoing in order to effect such distribution.


 


“Spot Rate”
for a currency shall mean the rate determined by Administrative Agent or the applicable L/C Lender, as applicable, to be the rate
quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency
through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date
as of which the foreign exchange computation is made; provided that Administrative Agent or such L/C Lender may obtain such
spot rate from another financial institution designated by Administrative Agent or such L/C Lender if the Person acting in such
capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that
such L/C Lender may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any
Letter of Credit denominated in an Alternate Currency.


 


“Stated Amount”
of each Letter of Credit shall mean, at any time, the maximum amount available to be drawn thereunder (in each case determined
without regard to whether any conditions to drawing could then be met).


 


“Subsidiary”
shall mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock
of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency)
is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more
than a 50% equity interest at the time. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries”
in this Agreement shall refer to a Subsidiary or Subsidiaries of Borrower.


 


“Supported
QFC” has the meaning set forth in Section 13.22.


 






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“Swap Contract”
shall mean any agreement entered into in the ordinary course of business (as a bona fide hedge and not for speculative purposes)
(including any master agreement and any schedule or agreement, whether or not in writing, relating to any single transaction) that
is an interest rate swap agreement, basis swap, forward rate agreement, commodity swap, commodity option, equity or equity index
swap or option, bond option, interest rate option, foreign exchange agreement, rate cap, collar or floor agreement, currency swap
agreement, cross-currency rate swap agreement, swap option, currency option or any other similar agreement (including any option
to enter into any of the foregoing) and is designed to protect any Company against fluctuations in interest rates, currency exchange
rates, commodity prices, or similar risks (including any Interest Rate Protection Agreement). For the avoidance of doubt, the term
 “Swap Contract” includes, without limitation, any call options, warrants and capped calls entered into as part of,
or in connection with, an issuance of convertible or exchangeable debt by Borrower or its Restricted Subsidiaries.


 


“Swap Obligation”
shall mean, 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.


 


“Swap Provider”
shall mean any Person that is a party to a Swap Contract with Borrower and/or any of its Restricted Subsidiaries if such Person
was, at the date of entering into such Swap Contract, a Lender or Agent or Affiliate of a Lender or Agent, and such Person executes
and delivers to Administrative Agent a letter agreement in form and substance reasonably acceptable to Administrative Agent pursuant
to which such Person (a) appoints Collateral Agent as its agent under the applicable Credit Documents and (b) agrees to be bound
by the provisions of Section 12.03.


 


“Swingline
Commitment” shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.01(f). The Swingline
Commitment is part of, and not in addition to, the Revolving Commitments.


 


“Swingline
Exposure” shall mean, with respect to Revolving Lenders of any Tranche of Revolving Commitments, at any time the aggregate
principal amount at such time of all outstanding Swingline Loans under such Tranche. The Swingline Exposure of any Revolving Lender
under any Tranche of Revolving Commitments at any time shall equal its R/C Percentage with respect to the applicable Tranche of
Revolving Commitments of the aggregate Swingline Exposure under such Tranche at such time.


 


“Swingline
Lender” shall have the meaning assigned to such term in the preamble hereto.


 


“Swingline
Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.01(f).


 


“Swingline
Note” shall mean the promissory note substantially in the form of Exhibit A-4.


 


“Swingline
Sublimit” shall mean the lesser of (a) $50.0 million and (b) the Total Revolving Commitments then in effect. The
Swingline Sublimit is part of, not in addition to, the Total Revolving Commitments.


 


“Syndication
Agents” shall mean, collectively, JPMorgan Chase Bank, N.A., Fifth Third Bank, Citizens Bank, N.A., U.S. Bank National
Association, Wells Fargo Securities LLC, Manufacturers & Traders Trust Company, SunTrust Robinson Humphrey, Inc., Goldman Sachs
Bank USA, TD Securities (USA) LLC and UBS Securities LLC, in their capacities as syndication agents hereunder.


 


“Taking”
shall mean a taking or voluntary conveyance during the term of this Agreement of all or part of any Mortgaged Real Property or
Mortgaged Vessel, or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of, any
condemnation or other eminent domain proceeding by any Governmental Authority affecting any Mortgaged Real Property or Mortgaged
Vessel or any portion thereof, whether or not the same shall have actually been commenced.


 


“Tax Benefit”
has the meaning set forth in Section 5.06(g).


 


“Tax Matters
Agreement” shall mean the tax matters agreement between Borrower and GLPI, dated as of November 1, 2013.


 






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“Tax Returns”
has the meaning set forth in Section 8.08.


 


“Taxes”
shall mean any and all taxes, imposts, duties, charges, fees, levies or other charges or assessments of whatever nature, including
income, gross receipts, excise, real or personal property, sales, withholding, social security, retirement, unemployment, occupation,
use, service, license, net worth, payroll, franchise, and transfer and recording, imposed by the Internal Revenue Service or any
taxing authority (whether domestic or foreign, including any federal, state, U.S. possession, county, local or foreign government
or any subdivision or taxing agency thereof) including interest, fines, penalties or additions to tax attributable to or imposed
on or with respect to any such taxes, charges, fees, levies or other assessments.


 


“Term A Facility”
shall mean the credit facility comprising any Incremental Term A Loan Commitments and the Term A Facility Loans.


 


“Term A Facility
Existing Loans” shall mean the “Term A Facility Loans” outstanding under the Existing Credit Agreement immediately
prior to the effectiveness of this Agreement and the issuance of the Term A Facility Loans pursuant to this Agreement on the Closing
Date.


 


“Term A Facility
Lenders” shall mean (a) on the Closing Date, each Term A Facility Refinancing Lender listed on Annex A-2(a) hereof,
(b) on the First Amendment to A&R Credit Agreement Effective Date, each Lender holding Term A Facility Loans listed on Annex
A-2(b) hereof and (c) thereafter, the Lenders from time to time holding any Incremental Term A Loan Commitments and/or Term
A Facility Loans, as the case may be, after giving effect to any assignments thereof permitted by Section 13.05(b).


 


“Term A Facility
Loans” shall mean, collectively, (a) the Term A Facility Refinancing Loans provided pursuant to the Second Amendment,
(b) the 2018 Incremental Term A Loans made pursuant to Section 2.1 of the 2018 Incremental Joinder Agreement and Section 2.01(b)(ii)
hereof and (c) term loans made pursuant to any Incremental Term A Loan Commitments. The aggregate principal amount of the Term
A Facility Loans on the First Amendment to A&R Credit Agreement Effective Date is $707,674,375.00.


 


“Term A Facility
Maturity Date” shall mean October 19, 2023.


 


“Term A Facility
Notes” shall mean the promissory notes substantially in the form of Exhibit A-2.


 


“Term A Facility
Refinancing Lender” shall mean each Person making a Term A Facility Refinancing Loan pursuant to the Second Amendment.


 


“Term A Facility
Refinancing Loans” shall mean the “Term A Facility Refinancing Loans” made pursuant to the Second Amendment
on the Closing Date in the amount set forth under each Term A Facility Refinancing Lender’s name on Annex A-2 hereof.
The aggregate principal amount of the Term A Facility Refinancing Loans of all Term A Facility Loans on the Closing Date is $300.0
million.


 


“Term B Facility”
shall mean the credit facility comprising the Term B Facility Commitments, any Incremental Term B Loan Commitments and the Term
B Facility Loans.


 


“Term B Facility
Commitment” shall mean, for each Term B Facility Lender, the obligation of such Lender, if any, to make a Term B Facility
Loan to Borrower on the Closing Date in a principal amount not to exceed the amount set forth opposite such Lender’s name
under the heading “Term B Facility Commitment” on Annex A-3, or in the Assignment Agreement pursuant to
which such Lender assumed its Term B Facility Commitment, as applicable, as the same may be (i) changed pursuant to Section 13.05(b)
or (ii) reduced or terminated from time to time pursuant to Section 2.04 or Section 11.01. The aggregate principal amount of the
Term B Facility Commitments of all Term B Facility Lenders on the Closing Date is $257,059,458.33.


 


“Term B Facility
Existing Loans” shall mean the “Term B Facility Loans” outstanding under the Existing Credit Agreement immediately
prior to the issuance of the Term B Facility Refinancing Loans pursuant to the Second Amendment on the Closing Date.


 






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“Term B Facility
Lenders” shall mean (a) on the Closing Date, the Lenders having Term B Facility Commitments on Annex A-3
hereof and each Term B Facility Refinancing Lender listed on Annex A-3 hereof and (b) thereafter, the Lenders from time
to time holding any Incremental Term B Loan Commitments and/or Term B Facility Loans, as the case may be, after giving effect to
any assignments thereof permitted by Section 13.05(b).


 


“Term B Facility
Loans” shall mean (a) the term loans made pursuant to Section 2.01(c)(ii) and the Term B Facility Refinancing
Loans provided pursuant to the Second Amendment and (b) term loans made pursuant to any Incremental Term B Loan Commitments.
The aggregate principal amount of the Term B Facility Loans of all Term B Facility Lenders on the 2018 Incremental Joinder Agreement
Effective Date after giving effect to the repayment thereof with a portion of the proceeds of the Term B-1 Facility Loans made
on the 2018 Incremental Joinder Agreement Effective Date is $0.00.


 


“Term B Facility
Maturity Date” shall mean the date that is the seventh anniversary of the Closing Date.


 


“Term B Facility
Notes” shall mean the promissory notes substantially in the form of Exhibit A-3.


 


“Term B Facility
Refinancing Lender” shall mean each Person making a Term B Facility Refinancing Loan pursuant to the Second Amendment.


 


“Term B Facility
Refinancing Loans” shall mean the “Term B Facility Refinancing Loans” made pursuant to the Second Amendment
on the Closing Date in the amount set forth under each Term B Facility Refinancing Lender’s name on Annex A-3 hereof.
The aggregate principal amount of the Term B Facility Refinancing Loans of all Term B Facility Lenders on the Closing Date is $242,940,541.67.


 


“Term B-1
Facility” shall mean the credit facility comprising the Term B-1 Facility Commitments, any Incremental Term B-1 Loan
Commitments and the Term B-1 Facility Loans.


 


“Term B-1
Facility Commitment” shall mean, for each Term B-1 Facility Lender, the obligation of such Lender, if any, to make a
Term B-1 Facility Loan to Borrower on the 2018 Incremental Joinder Agreement Effective Date in a principal amount not to exceed
the amount set forth opposite such Lender’s name under the heading “Term B-1 Facility Commitment” on Annex
A-4, or in the Assignment Agreement pursuant to which such Lender assumed its Term B-1 Facility Commitment, as applicable,
as the same may be (i) changed pursuant to Section 13.05(b) or (ii) reduced or terminated from time to time pursuant to Section
2.04 or Section 11.01. The aggregate principal amount of the Term B-1 Facility Commitments of all Term B-1 Facility Lenders on
the 2018 Incremental Joinder Agreement Effective Date is $1,128,750,000.00. For the avoidance of doubt, the “2018 Incremental
Term B Loan Commitments” under the 2018 Incremental Joinder Agreement shall constitute the “Term B-1 Facility Commitments”
hereunder.


 


“Term B-1
Facility Lenders” shall mean (a) on the 2018 Incremental Joinder Agreement Effective Date, the Lenders having Term
B-1 Facility Commitments on Annex A-4 hereof and (b) thereafter, the Lenders from time to time holding any Incremental Term
B-1 Loan Commitments and/or Term B-1 Facility Loans, as the case may be, after giving effect to any assignments thereof permitted
by Section 13.05(b).


 


“Term B-1
Facility Loans” shall mean (a) the term loans made pursuant to Section 3.1 of the 2018 Incremental Joinder
Agreement and Section 2.01(d)(i) hereof and (b) term loans made pursuant to any Incremental Term B-1 Loan Commitments.


 


“Term B-1
Facility Maturity Date” shall mean the date that is the seventh anniversary of the 2018 Incremental Joinder Agreement
Effective Date.


 


“Term B-1
Facility Notes” shall mean the promissory notes substantially in the form of Exhibit A-5.


 


“Term Facilities”
shall mean, collectively, the credit facilities comprising the Term A Facility, the Term B Facility, the Term B-1 Facility, any
New Term Loan Facilities, the credit facilities comprising the Extended Term Loans, if any, and the credit facilities comprising
Other Term Loans, if any.


 






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“Term Loan
Commitments” shall mean, collectively, (a) the Term B Facility Commitments, (b) the Term B-1 Facility Commitments, (c)
any Incremental Term Loan Commitments and (d) any Other Term Loan Commitments.


 


“Term Loan
Extension Request” shall have the meaning provided in Section 2.13(a).


 


“Term Loan
Notes” shall mean, collectively, the Term A Facility Notes, the Term B Facility Notes, the Term B-1 Facility Notes and
any New Term Loan Notes.


 


“Term Loans”
shall mean, collectively, the Term A Facility Loans, the Term B Facility Loans, the Term B-1 Facility Loans, any Extended Term
Loans, any Other Term Loans and any New Term Loans.


 


“Test Period”
shall mean, for any date of determination, the period of the four most recently ended consecutive fiscal quarters of Borrower and
its Restricted Subsidiaries for which quarterly or annual financial statements have been delivered or are required to have been
delivered to Administrative Agent or have been filed with the SEC.


 


“Total Revolving
Commitments” shall mean, at any time, the Revolving Commitments of all the Revolving Lenders at such time. The Total
Revolving Commitments on the Closing Date are $700.0 million.


 


“Trade Date”
shall have the meaning provided in Section 13.05(f)(i).


 


“Tranche”
shall mean (i) when used with respect to the Lenders, each of the following classes of Lenders: (a) Lenders having Revolving Loans
incurred pursuant to the Closing Date Revolving Commitment or any Incremental Existing Tranche Revolving Commitments of the same
Tranche or Closing Date Revolving Commitments and any Incremental Existing Tranche Revolving Commitments of the same Tranche, (b)
Lenders having Revolving Loans incurred pursuant to the First Amendment Extended Revolving Commitment or any Incremental Existing
Tranche Revolving Commitments of the same Tranche or First Amendment Extended Revolving Commitments and any Incremental Existing
Tranche Revolving Commitments of the same Tranche, (c) Lenders having such other Tranche of Revolving Loans or Revolving Commitments
created pursuant to an Extension Amendment, Incremental Joinder Agreement or Refinancing Amendment, (d) Lenders having Term A Facility
Loans and Incremental Term A Loan Commitments, (e) Lenders having Term B Facility Loans or Term B Facility Commitments and Incremental
Term B Loan Commitments, (f) Lenders having Term B-1 Facility Loans or Term B-1 Facility Commitments and Incremental Term B-1 Loan
Commitments and (g) Lenders having such other Tranche of Term Loans or Term Loan Commitments created pursuant to an Extension Amendment,
Incremental Joinder Agreement or Refinancing Amendment, and (ii) when used with respect to Loans or Commitments, each of the following
classes of Loans or Commitments: (a) Revolving Loans incurred pursuant to the Closing Date Revolving Commitment or any Incremental
Existing Tranche Revolving Commitments of the same Tranche or Closing Date Revolving Commitments and any Incremental Existing Tranche
Revolving Commitments of the same Tranche, (b) Revolving Loans incurred pursuant to the First Amendment Extended Revolving Commitment
or any Incremental Existing Tranche Revolving Commitments of the same Tranche or First Amendment Extended Revolving Commitments
and any Incremental Existing Tranche Revolving Commitments of the same Tranche, (c) such other Tranche of Revolving Loans or Revolving
Commitments created pursuant to an Extension Amendment, Incremental Joinder Agreement or Refinancing Amendment, (d) Term A Facility
Loans and Incremental Term A Loan Commitments, (e) Term B Facility Loans or Term B Facility Commitments and Incremental Term B
Loan Commitments, (f) Term B-1 Facility Loans or Term B-1 Facility Commitments and Incremental Term B-1 Loan Commitments and (g)
such other Tranche of Term Loans or Term Loan Commitments created pursuant to an Extension Amendment, Incremental Joinder Agreement
or Refinancing Amendment.


 


“Transaction
Agreements” shall mean the Separation and Distribution Agreement, the Penn Master Lease, the Transition Services Agreement,
the Tax Matters Agreement, the Employee Matters Agreement, and, from and after the PNK Acquisition Closing Date, the PNK Master
Lease.


 


“Transactions”
shall mean, collectively, (a) the Closing Date Refinancing, (b) the issuance of the Senior Unsecured Notes and the entering into
of the documents related thereto, (c) the entering into of this Agreement and the other Credit Documents and the borrowings hereunder
on the Closing Date and (d) the payment of fees and expenses in connection with the foregoing.


 






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


 


“Transition
Services Agreement” shall mean the transition services agreement between Borrower and GLPI, dated as of November 1, 2013.


 


“Trigger Event”
shall mean the transfer of shares of Equity Interests of any Restricted Subsidiary or any Gaming Facility into trust or other similar
arrangement required by any Gaming Authority from time to time.


 


“TRS Properties”
shall mean GLP Holdings, Inc., Louisiana Casino Cruises, Inc., and Penn Cecil Maryland, Inc., which, directly or indirectly, operate
Hollywood Casino Baton Rouge and Hollywood Casino Perryville.


 


“Type”
has the meaning set forth in Section 1.03.


 


“U.S. Borrower”
means any Borrower that is a United States Person.


 


“U.S.
Special Resolution Regime” has the meaning set forth in Section 13.22.


 


“U.S. Tax
Compliance Certificate” has the meaning assigned in Section 5.06(c)(ii)(B)(iii).


 


“UCC”
shall mean the Uniform Commercial Code as from time to time in effect in the applicable state or other jurisdiction.


 


“UCP”
shall mean, 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” shall mean 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 falling within 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” shall mean the Bank of England or any other public administrative authority having responsibility for
the resolution of any UK Financial Institution.


 


“un-reallocated
portion” has the meaning set forth in Section 2.14(a).


 


“Unaffiliated
Joint Ventures” shall mean any joint venture of Borrower or any of its Subsidiaries; provided, however,
that (i) all Investments in, and other transactions entered into with, such joint venture by Borrower or any of its Restricted
Subsidiaries were made in compliance with this Agreement and (ii) no Affiliate (other than Borrower or any Subsidiary or any
other Unaffiliated Joint Venture) or officer or director of Borrower or any of its Subsidiaries owns any Equity Interest, or has
any material economic interest, in such joint venture (other than through Borrower (directly or indirectly through its Subsidiaries)).
No Subsidiary of Borrower shall be an Unaffiliated Joint Venture.


 


“United States”
shall mean the United States of America.


 


“United States
Person” shall have the meaning assigned to that term in Section 7701 of the Code.


 


“Unreimbursed
Amount” has the meaning set forth in Section 2.03(e).


 






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“Unrestricted
Cash” shall mean the aggregate amount of unrestricted cash and cash equivalents (in each case free and clear of all Liens,
other than Permitted Liens that (i) do not restrict the application of such cash and cash equivalents to the repayment of the Obligations
or (ii) secure the Obligations) of Borrower and its Restricted Subsidiaries as at such date not to exceed the greater of (x) $300.0
million and (y) the product of $15.0 million and the number of casinos, “racinos” and similar facilities operated by
Borrower and its Restricted Subsidiaries on such date of determination and which are owned by Borrower or its Restricted Subsidiaries
or with respect to which Borrower or its Restricted Subsidiaries are required to provide working capital for the operation thereof.


 


“Unrestricted
Subsidiaries” shall mean (a) as of the Closing Date, the Subsidiaries listed on Schedule 8.12(c), (b) any
Subsidiary of Borrower designated as an “Unrestricted Subsidiary” pursuant to and in compliance with Section 9.12
and (c) any Subsidiary of an Unrestricted Subsidiary (in each case, unless such Subsidiary is no longer a Subsidiary of Borrower
or is subsequently designated as a Restricted Subsidiary pursuant to this Agreement).


 


“Unutilized
R/C Commitment” shall mean, for any Revolving Lender with respect to any Tranche(s) of Revolving Commitments, at any
time, the excess of such Revolving Lender’s Revolving Commitment under such Tranche(s) at such time over the sum of (i) the
aggregate outstanding principal amount of all Revolving Loans made by such Revolving Lender under such Tranche(s), (ii) such
Revolving Lender’s L/C Liability under such Tranche(s) at such time and (iii) such Revolving Lender’s Swingline Exposure
under such Tranche(s) at such time.


 


“Vessel”
shall mean a gaming vessel, barge or riverboat and the fixtures and equipment located thereon (it being understood that for purposes
of Schedule 8.13(b), Borrower shall not be required to describe such fixtures and equipment in such Schedule 8.13(b)).


 


“Voting Stock”
shall mean, with respect to any Person, the Equity Interests, participations, rights in, or other equivalents of, such Equity Interests,
and any and all rights, warrants or options exchangeable for or convertible into such Equity Interests of such Person, in each
case, that ordinarily has voting power for the election of directors (or Persons performing similar functions) of such Person,
whether at all times or only as long as no senior class of Equity Interests has such voting power by reason of any contingency.


 


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


 


“Wholly Owned
Restricted Subsidiary” shall mean, with respect to any Person, any Wholly Owned Subsidiary of such Person that is a Restricted
Subsidiary. Unless the context clearly requires otherwise, all references to any Wholly Owned Restricted Subsidiary shall mean
a Wholly Owned Restricted Subsidiary of Borrower.


 


“Wholly Owned
Subsidiary” shall mean, with respect to any Person, any corporation, partnership, limited liability company or other
entity of which all of the Equity Interests (other than, in the case of a corporation, directors’ qualifying shares or nominee
shares required under applicable law) are directly or indirectly owned or controlled by such Person and/or one or more Wholly Owned
Subsidiaries of such Person. Unless the context clearly requires otherwise, all references to any Wholly Owned Subsidiary shall
mean a Wholly Owned Subsidiary of Borrower.


 


“Withdrawal
Liability” shall mean liability by an ERISA Entity to a Multiemployer Plan as a result of a complete or partial withdrawal
from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.


 


“Withholding
Agent” means any Credit Party and Administrative Agent.


 






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“Working Capital”
shall mean, for any Person at any date, the amount (which may be a negative number) of the Consolidated Current Assets of such
Person minus the Consolidated Current Liabilities of such Person at such date; provided that, for purposes of calculating
Working Capital, increases or decreases in Working Capital shall be calculated without regard to any changes in Consolidated Current
Assets or Consolidated Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities,
as applicable, between current and noncurrent, (b) the effects of purchase accounting or (c) the impact of non-cash items on Consolidated
Current Assets and Consolidated Current Liabilities. For purposes of calculating Working Capital (i) for any period in which a
Permitted Acquisition or other Acquisition occurs (other than with respect to any Unrestricted Subsidiary) or any Unrestricted
Subsidiary is revoked and converted into a Restricted Subsidiary, the “consolidated current assets” and “consolidated
current liabilities” of any Person, property, business or asset so acquired or Unrestricted Subsidiary so revoked, as the
case may be (determined on a basis consistent with the corresponding definitions herein, with appropriate reference changes) shall
be excluded and (ii) for any period in which any Person, property, business or asset (other than an Unrestricted Subsidiary) is
sold, transferred or otherwise disposed of, closed or classified as discontinued operations by Borrower or any Restricted Subsidiary
or any Restricted Subsidiary is designated as an Unrestricted Subsidiary, the “consolidated current assets” and “consolidated
current liabilities” of any Person, property, business or asset so sold, transferred or otherwise disposed of, closed or
classified as discontinued operations or Restricted Subsidiary so designated, as the case may be (determined on a basis consistent
with the corresponding definitions herein, with appropriate reference changes) shall be excluded.


 


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


 


SECTION 1.02.    
Accounting Terms and Determinations. Except as otherwise provided in this Agreement, all computations and determinations
as to accounting or financial matters (including financial covenants) shall be made in accordance with GAAP as in effect on the
Closing Date consistently applied for all applicable periods, and all accounting or financial terms shall have the meanings ascribed
to such terms by GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set
forth in any Credit Document, and Borrower notifies Administrative Agent that Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation
of such provision (or if Administrative Agent notifies Borrower that the Required Lenders request an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change
shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. If at
any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document,
and Borrower, Administrative Agent or the Required Lenders shall so request, Administrative Agent, the Lenders and Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders, not to be unreasonably withheld). Notwithstanding the foregoing, for all
purposes of this Agreement, (a) each Master Lease and any Additional Lease shall not constitute Indebtedness or a Capital Lease
or a Capital Lease Obligation regardless of how such Master Lease or Additional Lease may be treated under GAAP, (b) any interest
portion of payments in connection with such Master Lease or Additional Lease shall not constitute Consolidated Interest Expense
and (c) Consolidated Net Income shall be calculated by deducting, without duplication of amounts otherwise deducted, rent, insurance,
property taxes and other amounts and expenses actually paid in cash under each Master Lease or any Additional Lease in the applicable
Test Period and no deductions in calculating Consolidated Net Income shall occur as a result of imputed interest, amounts under
each Master Lease or any Additional Lease not paid in cash during the relevant Test Period or other non-cash amounts incurred
in respect of each Master Lease or any Additional Lease; provided that any “true-up” of rent paid in cash pursuant
to each Master Lease or any Additional Lease shall be accounted for in the fiscal quarter to which such payment relates as if
such payment were originally made in such fiscal quarter. Notwithstanding anything to the contrary in this Agreement or any classification
under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the disposition thereof
has been entered into as discontinued operations, no pro forma effect shall be given to any discontinued operations (and the Consolidated
EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until
such disposition shall have been consummated (provided that until such disposition shall have been consummated, notwithstanding
anything to the contrary in this Agreement, the anticipated proceeds of such disposition (and use thereof, including any repayment
of Indebtedness therewith) shall not be included in any calculation hereunder). For
the avoidance of doubt, for all purposes of this agreement, any indebtedness, obligation, liability, expense, expenditure, payment
or other amount that would otherwise constitute Indebtedness (or Indebtedness of a certain type) or interest expense (or interest
expense of a certain type) shall not fail to constitute such Indebtedness or interest expense solely due to being borrowed, incurred,
owed, paid or made pursuant to a relief, support, bail-out or other program provided by any Governmental Authority as a result
of the COVID-19 pandemic. 


 






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SECTION 1.03.   
Classes and Types of Loans. Loans hereunder are distinguished by “Class” and by “Type.” The
 “Class” of a Loan (or of a Commitment to make a Loan) refers to whether such Loan is a Revolving Loan of any particular
Tranche, a Term A Facility Loan, a Term B Facility Loan, a Term B-1 Facility Loan, a New Term Loan of any particular Tranche,
or a Term Loan of any particular Tranche of Term Loans created pursuant to an Extension Amendment or a Refinancing Amendment or
a Swingline Loan, each of which constitutes a Class. The “Type” of a Loan refers to whether such Loan is an ABR Loan
or a LIBOR Loan, each of which constitutes a Type. Loans may be identified by both Class and Type.


 


SECTION 1.04.     
Rules of Construction.


 


(a)       
In each Credit Document, unless the context clearly requires otherwise (or such other Credit Document clearly provides otherwise),
references to (i) the plural include the singular, the singular include the plural and the part include the whole; (ii) Persons
include their respective permitted successors and assigns or, in the case of governmental Persons, Persons succeeding to the relevant
functions of such Persons; (iii) statutes and regulations include any amendments, supplements or modifications of the same
from time to time and any successor statutes and regulations; (iv) unless otherwise expressly provided, any reference to any
action of any Secured Party by way of consent, approval or waiver shall be deemed modified by the phrase “in its/their reasonable
discretion”; (v) time shall be a reference to time of day New York, New York; (vi) Obligations (other than L/C
Liabilities) shall not be deemed “outstanding” if such Obligations have been Paid in Full; and (vii) except as
expressly provided in any Credit Document any item required to be delivered or performed on a day that is not a Business Day shall
not be required until the next succeeding Business Day.


 


(b)       
In each Credit Document, unless the context clearly requires otherwise (or such other Credit Document clearly provides otherwise),
(i) “amend” shall mean “amend, restate, amend and restate, supplement or modify”; and “amended,”
 “amending” and “amendment” shall have meanings correlative to the foregoing; (ii) in
the computation of periods of time from a specified date to a later specified date, “from” shall mean “from
and including”; “to” and “until” shall mean “to but excluding”; and “through”
shall mean “to and including”; (iii) “hereof,” “herein” and “hereunder”
(and similar terms) in any Credit Document refer to such Credit Document as a whole and not to any particular provision of such
Credit Document; (iv) “including” (and similar terms) shall mean “including without limitation”
(and similarly for similar terms); (v) “or” has the inclusive meaning represented by the phrase “and/or”;
(vi) references to “the date hereof” shall mean the date first set forth above; (vii) “asset”
and “property” shall have the same meaning and effect and refer to all tangible and intangible assets and property,
whether real, personal or mixed and of every type and description; and (viii) a “fiscal year” or a “fiscal
quarter” is a reference to a fiscal year or fiscal quarter of Borrower.


 


(c)       
In this Agreement unless the context clearly requires otherwise, any reference to (i) an Annex, Exhibit or Schedule
is to an Annex, Exhibit or Schedule, as the case may be, attached to this Agreement and constituting a part hereof, and (ii) a
Section or other subdivision is to a Section or such other subdivision of this Agreement.


 


(d)       
Unless otherwise expressly provided herein, (i) references to Organizational Documents, agreements (including the Credit
Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, amendments and
restatements, extensions, supplements, reaffirmations and other modifications thereto, but only to the extent that such amendments,
restatements, amendments and restatements, extensions, supplements, reaffirmations and other modifications are permitted by the
Credit Documents; (ii) references to any Requirement of Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Requirement of Law; and (iii) for the avoidance of doubt, any reference
herein to “the date hereof” or words of similar import shall refer to the date that this Agreement was initially entered
into (January 19, 2017).


 






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(e)        
This Agreement and the other Credit Documents are the result of negotiations among and have been reviewed by counsel to
Agents, Borrower and the other parties, and are the products of all parties. Accordingly, they shall not be construed against the
Lenders or Agents merely because of Agents’ or the Lenders’ involvement in their preparation.


 


SECTION 1.05.     
Exchange Rates; Currency Equivalents.


 


(a)        
The Administrative Agent or the applicable L/C Lender, as applicable, shall determine the Spot Rates as of each Revaluation
Date to be used for calculating Dollar Equivalent amounts of extensions of credit hereunder and Obligations denominated in Alternate
Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting
any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements
delivered by Credit Parties hereunder or calculating financial covenants or financial ratios hereunder or except as otherwise provided
herein, the applicable amount of any currency (other than Dollars) for purposes of calculating the Dollar Equivalent of the amount
of extensions of credit hereunder and of Obligations denominated in the Alternate Currency under the Credit Documents shall be
such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Lender, as applicable.


 


(b)       
Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such
as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, LIBOR Loan or Letter of Credit is denominated
in an Alternate Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the
nearest unit of such Alternate Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or
the applicable L/C Lender, as the case may be.


 


(c)        
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 “LIBO Rate”
or with respect to any comparable or successor rate thereto.


 


SECTION 1.06.         
Pro Forma Calculations.


 


(a)       
Notwithstanding anything to the contrary herein, the Consolidated Total Net Leverage Ratio, the Consolidated Senior Secured
Net Leverage Ratio, the Interest Coverage Ratio and Consolidated Total Assets shall be calculated in the manner prescribed by this
Section 1.06; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.06, when
calculating the Consolidated Total Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio and the Interest Coverage
Ratio, as applicable, for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with any covenant
pursuant to Section 10.08, the events described in this Section 1.06 that occurred subsequent to the end of the applicable Test
Period shall not be given pro forma effect.


 


(b)      
For purposes of calculating the Consolidated Total Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio,
the Interest Coverage Ratio and Consolidated Total Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness
in connection therewith or other transactions related thereto) that have been made (i) during the applicable Test Period and (ii)
subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made
shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in
Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred
on the first day of the applicable Test Period. If, since the beginning of any applicable Test Period, any Person that subsequently
became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Borrower or any of its Restricted Subsidiaries
since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant
to this Section 1.06, then the Consolidated Total Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Interest
Coverage Ratio and Consolidated Total Assets shall be calculated to give pro forma effect thereto in accordance with this
Section 1.06.


 






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(c)       
Whenever pro forma effect is to be given to the Transactions or a Specified
Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of Borrower and include, for the avoidance
of doubt, the amount of cost savings, operating expense reductions and synergies projected by Borrower in good faith to be realized
as a result of specified actions taken or with respect to which steps have been initiated, or are reasonably expected to be initiated,
within twelve (12) months of the Closing Date, in the case of the Transactions, and in the case of any other Specified Transaction,
within twelve (12) months of the closing date of such Specified Transaction (in the good faith determination of Borrower) (calculated
on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized during the
entirety of the applicable period), net of the amount of actual benefits realized during such period from such actions; provided
that, with respect to any such cost savings, operating expense reductions and synergies, the limitations and requirements set forth
in clause (c) of the definitions of Consolidated EBITDA (other than the requirement set forth in clause (c) of Consolidated
EBITDA that steps have been initiated or taken) shall apply; provided, further,
that the aggregate amount of additions made to Consolidated EBITDA for any Test Period pursuant to this clause (c) and clause (c)
of the definition of “Consolidated EBITDA” shall not (i) exceed 15.0% of Consolidated EBITDA for such Test Period (after
giving effect to this clause (c) and clause (c) of the definition of “Consolidated EBITDA”) or (ii) be duplicative
of one another.


 


(d)       
In the event that Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including
by redemption, repayment, prepayment, retirement, exchange or extinguishment) any Indebtedness included in the calculations of
the Consolidated Total Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio and the Interest Coverage Ratio,
as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the
applicable Test Period and/or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the
event for which the calculation of any such ratio is made, then the Consolidated Total Net Leverage Ratio, the Consolidated Senior
Secured Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence
or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period
in the case of the Consolidated Total Net Leverage Ratio or the Consolidated Senior Secured Net Leverage Ratio and (B) the first
day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the
date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire
period (taking into account any hedging obligations applicable to such Indebtedness); provided that, in the case of repayment
of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test
Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capital Lease shall be deemed
to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Borrower to be the rate
of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined
at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined
to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as Borrower may designate.


 


SECTION 1.07.    
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 any document related thereto, provides for one or
more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent
of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated
amount is in effect at such time.


 






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ARTICLE II.


 


CREDITS


 


SECTION 2.01.     
Loans.


 


(a)        
Revolving Loans.


 


(i)         
Immediately and automatically upon the effectiveness of this Agreement, each Refinancing Revolving Commitment and each Refinancing
Revolving Loan made pursuant thereto shall be, and hereby is, a Revolving Commitment or a Revolving Loan, respectively under this
Agreement and shall be subject to the terms and conditions of this Agreement and, thereafter, (x) any reference to a “Revolving
Commitment” or a “Closing Date Revolving Commitment” hereunder shall include such Refinancing Revolving Commitment
(and such Refinancing Revolving Commitments shall be part of the same Tranche as the other Closing Date Revolving Commitments hereunder),
(y) any reference to a “Revolving Loan” under the Closing Date Revolving Commitments hereunder shall include such Refinancing
Revolving Loans (and such Refinancing Revolving Loans shall be part of the same Tranche as the other Revolving Loans hereunder
made pursuant to the other Closing Date Revolving Commitments), and (y) the holders of any such Refinancing Revolving Commitments
(and related Refinancing Revolving Loans) shall be included as Revolving Lenders on substantially the same basis as the holders
of any other Closing Date Revolving Commitments (and related Revolving Loans) (and shall constitute Lenders of the same Tranche
as the holders of the other Closing Date Revolving Commitments). Upon the effectiveness of this Agreement, Administrative Agent
shall record such Refinancing Revolving Commitments (and related Refinancing Revolving Loans) in the Register as Closing Date Revolving
Commitments (and related Revolving Loans thereunder). On the Closing Date, Administrative Agent, the Refinancing Revolving Lenders
and all other the Lenders having Closing Date Revolving Commitments shall effectuate such transfers, assignments and adjustments
of Revolving Loans and participation interests in Letters of Credit and any drawing thereunder such that each Revolving Lender
holds Revolving Loans and such participation interests in accordance with its Pro Rata Share (with respect to all Closing Date
Revolving Commitments).


 


(ii)         
On the First Amendment to A&R Credit Agreement Effective Date, (x) all of the Closing Date Revolving Commitments (and
Revolving Loans thereunder) except for Closing Date Revolving Commitments that are Non-Consenting Revolving Commitments on such
date shall be deemed to be and shall become First Amendment Extended Revolving Commitments (and Revolving Loans thereunder) hereunder,
(y) Administrative Agent shall record all of the Closing Date Revolving Commitments that are not Non-Consenting Revolving Commitments
on such date in the Register as First Amendment Extended Revolving Commitments (and related Revolving Loans thereunder) and (z)
Administrative Agent and the Revolving Lenders shall effectuate such transfers, assignments and adjustments of Revolving Loans
and participation interests in Letters of Credit and any drawing thereunder such that, subject to Section 2.01(a)(iv)(iii), all
outstanding Revolving Loans, all L/C Liabilities and participations in outstanding Swingline Loans are outstanding or held, as
applicable, solely under the First Amendment Extended Revolving Facility and each Revolving Lender under the First Amendment Extended
Revolving Facility holds Revolving Loans and such participation interests in accordance with its Pro Rata Share (with respect to
all First Amendment Extended Revolving Commitments).


 


(iii)        
From and after the First Amendment to A&R Credit Agreement Effective Date, any Revolving Lender holding Closing Date
Revolving Commitments may, by written notice to Borrower and Administrative Agent elect to convert all (and not less than all)
of its Closing Date Revolving Commitments to First Amendment Extended Revolving Commitments, which conversion shall be effective
on the date set forth in such written notice (but in no event earlier than five (5) Business Days after delivery of such notice
unless Administrative Agent and Borrower shall agree to an earlier date). Upon receipt of such notice, Borrower, Administrative
Agent and the Revolving Lenders shall take such actions, and assign and assume such Revolving Tranche Exposures as shall be necessary
in order to cause all Revolving Tranche Exposure under the First Amendment Extended Revolving Commitments to be held pro rata amongst
the Revolving Lenders with First Amendment Extended Revolving Commitments (after giving effect to such conversion of Closing Date
Revolving Commitments).


 






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(iv)        
Each Revolving Lender agrees, severally and not jointly, on the terms and conditions of this Agreement, to make revolving
loans (the “Revolving Loans”) to Borrower in Dollars from time to time, on any Business Day during, with respect
to any Tranche of Revolving Commitments of such Revolving Lender, the Revolving Availability Period applicable to such Tranche
of Revolving Commitments, in an aggregate principal amount at any one time outstanding not exceeding the amount of the Revolving
Commitments of such Tranche of such Revolving Lender as in effect from time to time; provided, however, that, after
giving effect to any Borrowing of Revolving Loans, (i) the sum of the aggregate principal amount of (without duplication)
all Revolving Loans and Swingline Loans then outstanding plus the aggregate amount of all L/C Liabilities shall not exceed the
Total Revolving Commitments as in effect at such time, (ii) the Revolving Exposure of such Revolving Lender shall not exceed
such Revolving Lender’s Revolving Commitments in effect at such time, (iii) the Revolving Tranche Exposure of such Revolving
Lender in respect of any Tranche of Revolving Commitments shall not exceed such Revolving Lender’s Revolving Commitment of
such Tranche in effect at such time and (iv) the Revolving Tranche Exposure of all Revolving Lenders in respect of any Tranche
of Revolving Commitments shall not exceed the aggregate Revolving Commitments of such Tranche in effect at such time. Borrower
shall elect the Tranche of Revolving Commitments under which Revolving Loans are to be borrowed under this Section 2.01(a)(iv)
by indicating such Tranche in the applicable Notice of Borrowing. Subject to the terms and conditions of this Agreement, during
the applicable Revolving Availability Period, Borrower may borrow, repay and re-borrow the amount of the Revolving Commitments
by means of ABR Loans and LIBOR Loans.


 


(b)       
Term A Facility Loans.


 


(i)          
Immediately and automatically upon the effectiveness of this Agreement, each Term A Facility Refinancing Loan shall be,
and hereby is, a Term A Facility Loan under this Agreement and shall be subject to the terms and conditions of this Agreement and,
thereafter, (x) any reference to a “Term A Facility Loan” hereunder shall include such Term A Facility Refinancing
Loans (and such Term A Facility Refinancing Loans shall be part of the same Tranche as the other Term A Facility Loans hereunder),
and (y) the holders of any such Term A Facility Refinancing Loans shall be included as Term A Facility Lenders on substantially
the same basis as the holders of any other Term A Facility Loans (and shall constitute Lenders of the same Tranche). Upon the effectiveness
of this Agreement, Administrative Agent shall record such Term A Facility Refinancing Loans in the Register as Term A Facility
Loans.


 


(ii)         
Each Lender with a 2018 Incremental Term A Loan Commitment on the 2018 Incremental Joinder Agreement Effective Date agrees,
severally and not jointly, on the terms and conditions of, and pursuant to and in accordance with, the 2018 Incremental Joinder
Agreement to make a 2018 Incremental Term A Loan to Borrower in Dollars on the 2018 Incremental Joinder Agreement Effective Date
in an aggregate principal amount equal to the 2018 Incremental Term A Loan Commitment of such Lender. The 2018 Incremental
Term A Loans made pursuant to Section 2.1 of the 2018 Incremental Joinder Agreement and this Section 2.01(b)(ii) shall constitute
Term A Facility Loans for all purposes under this Agreement and the other Credit Documents.


 


(iii)         
Term A Facility Loans that are repaid or prepaid may not be reborrowed.


 


(c)        
Term B Facility Loans.


 


(i)          
Immediately and automatically upon the effectiveness of this Agreement, each Term B Facility Refinancing Loan shall be,
and hereby is, a Term B Facility Loan under this Agreement and shall be subject to the terms and conditions of this Agreement and,
thereafter, (x) any reference to a “Term B Facility Loan” hereunder shall include such Term B Facility Refinancing
Loans (and such Term B Facility Refinancing Loans shall be part of the same Tranche as the other Term B Facility Loans hereunder),
and (y) the holders of any such Term B Facility Refinancing Loans shall be included as Term B Facility Lenders on substantially
the same basis as the holders of any other Term B Facility Loans (and shall constitute Lenders of the same Tranche). Upon the effectiveness
of this Agreement, Administrative Agent shall record such Term B Facility Refinancing Loans in the Register as Term B Facility
Loans.


 


(ii)         
Each Lender with a Term B Facility Commitment on the Closing Date agrees, severally and not jointly, on the terms and conditions
of this Agreement, to make a Term B Facility Loan to Borrower in Dollars on the Closing Date in an aggregate principal amount
equal to the Term B Facility Commitment of such Lender.


 


(iii)         
Term B Facility Loans that are repaid or prepaid may not be reborrowed.


 






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(d)       
Term B-1 Facility Loans.


 


(i)          
Each Lender with a Term B-1 Facility Commitment on the 2018 Incremental Joinder Agreement Effective Date agrees, severally
and not jointly, on the terms and conditions of, and pursuant to and in accordance with, the 2018 Incremental Joinder Agreement
to make a Term B-1 Facility Loan to Borrower in Dollars on the 2018 Incremental Joinder Agreement Effective Date in an aggregate
principal amount equal to the Term B-1 Facility Commitment of such Lender.


 


(ii)          
Term B-1 Facility Loans that are repaid or prepaid may not be reborrowed.


 


(e)       
Limit on LIBOR Loans. No more than twelve (12) separate Interest Periods in respect of LIBOR Loans may be outstanding
at any one time in the aggregate under all of the facilities.


 


(f)        
Swingline Loans.


 


(i)          
Swingline Commitment. Subject to the terms and conditions set forth herein and in reliance upon the agreements of
the other Lenders set forth in this Section 2.01(f), the Swingline Lender at the request of Borrower may, in the Swingline Lender’s
sole discretion, make Swingline Loans to Borrower in Dollars from time to time during any Revolving Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline
Loans exceeding the Swingline Sublimit or (y) (1) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments,
(2) the Revolving Exposure of any Revolving Lender exceeding the Revolving Commitments of such Lender then in effect, (3) the Revolving
Tranche Exposure of any Revolving Lender in respect of any Tranche of Revolving Commitments exceeding such Revolving Lender’s
Revolving Commitment of such Tranche in effect at such time or (4) the Revolving Tranche Exposure of all Revolving Lenders in respect
of any Tranche of Revolving Commitments exceeding the aggregate Revolving Commitments of such Tranche in effect at such time; provided,
however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline
Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Borrower may borrow, repay and re-borrow
Swingline Loans. Borrower shall elect the Tranche of Revolving Commitments under which Swingline Loan is to be borrowed under this
Section 2.01(f)(i) by indicating such Tranche in the applicable Notice of Borrowing. Notwithstanding anything to the contrary contained
in this Section 2.01(f) or elsewhere in this Agreement, the Swingline Lender shall not be obligated to make any Swingline Loan
at a time when a Revolving Lender under the applicable Tranche is a Defaulting Lender if such Defaulting Lender’s participation
in Swingline Loans cannot be reallocated to Non-Defaulting Lenders pursuant to Section 2.14(a) unless arrangements reasonably satisfactory
to the Swingline Lender and Borrower have been made to eliminate the Swingline Lender’s risk with respect to the Defaulting
Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by providing Cash Collateral in an
amount equal to the Minimum Collateral Amount, or obtaining a backstop letter of credit from an issuer reasonably satisfactory
to the Swingline Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Commitment percentage of outstanding
Swingline Loans.


 


(ii)         
Swingline Loans. To request a Swingline Loan, Borrower shall notify Administrative Agent of such request by telephone
(promptly confirmed in writing in the form of a Notice of Borrowing), not later than 1:00 p.m., New York time, on the day of a
proposed Swingline Loan (which day shall be a Business Day). Each such notice shall be irrevocable and shall specify the requested
date (which shall be a Business Day) and amount of the requested Swingline Loan and the Tranche of Revolving Commitments under
which such Swingline Loan is to be borrowed. Administrative Agent will promptly advise the Swingline Lender of any such notice
received from Borrower. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any 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 the first sentence of Section 2.01(f)(i) or
(B) that one or more of the applicable conditions specified in Article VII is not then satisfied, then, subject to the terms and
conditions hereof, the Swingline Lender shall make each Swingline Loan available to Borrower by depositing the same by wire transfer
of immediately available funds in (or, in the case of an account of Borrower maintained with the Swingline Lender, by crediting
the same to) the account of Borrower as directed by Borrower in the applicable Notice of Borrowing for such Swingline Loan by 4:00
p.m., New York time, on the requested date of such Swingline Loan. Swingline Loans shall only be incurred and maintained as ABR
Loans. Borrower shall not request a Swingline Loan if at the time of or immediately after giving effect to such request a Default
or an Event of Default has occurred and is continuing. Swingline Loans shall be made in minimum amounts of $500,000 and integral
multiples of $250,000 above such amount. Immediately upon the making of a Swingline Loan, each Revolving Lender of the applicable
Tranche shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation
in such Swingline Loan in an amount equal to the product of such Lender’s R/C Percentage (with respect to the applicable
Tranche of Revolving Commitments) of such Swingline Loan.


 






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(iii)        
Prepayment. Borrower shall have the right at any time and from time to time to repay any Swingline Loan, in whole
or in part, and without any penalty or premium, upon giving written or telecopy notice (or telephone notice promptly confirmed
by written, or telecopy notice) to the Swingline Lender and to Administrative Agent before 12:00 p.m. (Noon), New York time, on
the date of repayment at the Swingline Lender’s office as the Swingline Lender may from time to time specify to Borrower
and Administrative Agent.


 


(iv)        
Refinancing; Participations.


 


(A)         
The Swingline Lender at any time in its sole discretion may request, on behalf of Borrower (which hereby irrevocably authorizes
the Swingline Lender to so request on its behalf), that each Revolving Lender under the applicable Tranche make a ABR Loan in an
amount equal to such Lender’s R/C Percentage (with respect to the applicable Tranche) of the amount of Swingline Loans then
outstanding. Such request shall be made in writing and in accordance with the requirements of Section 2.02, without regard
to the minimum and multiples specified in this Agreement for the principal amount of ABR Loans, but subject to the unutilized portion
of the Revolving Commitments of the applicable Tranche and the conditions set forth in Section 7.02. The Swingline Lender
shall furnish Borrower with a copy of the applicable notice promptly after delivering such notice to the Administrative Agent.
Each Revolving Lender under the applicable Tranche shall make an amount equal to its R/C Percentage (with respect to the applicable
Tranche) of the amount specified in such notice available to the Administrative Agent in immediately available funds (and the Administrative
Agent may apply Cash Collateral available with respect to the applicable Swingline Loan) for the account of the Swingline Lender
at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such
notice, whereupon, subject to Section 2.01(f)(iv)(B), each Revolving Lender under the applicable Tranche that so makes funds
available shall be deemed to have made a ABR Loan under such Tranche to Borrower in such amount. The Administrative Agent shall
remit the funds so received to the Swingline Lender.


 


(B)           
If for any reason any Swingline Loan cannot be refinanced by such a Borrowing in accordance with Section 2.01(f)(iv)(A),
the request for ABR Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline
Lender that each of the Revolving Lenders under the applicable Tranche fund its risk participation in the relevant Swingline Loan
and each such Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to
Section 2.01(f)(iv)(A) shall be deemed payment in respect of such participation.


 


(C)           
If any Revolving Lender under the applicable Tranche fails to make available to the Administrative Agent for the account
of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to Section 2.01(f)(iv)(A) by the time
specified in such Section, the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which
such payment is immediately available to the Swingline Lender, at a rate per annum equal to the greater of the Federal Funds Rate
and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Revolving Lender
pays such amount (with interest and fees as aforesaid), the amount so paid (other than any such interest or fees) shall constitute
such Lender’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swingline Loan, as
the case may be. A certificate of the Swingline Lender submitted to any Revolving Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (C) shall be conclusive absent manifest error.


 






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(D)           
Each Revolving Lender’s obligation to make Revolving Loans under the applicable Tranche of Revolving Commitments or
to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.01(f)(iv) shall be absolute and unconditional
and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right
which such Revolving Lender may have against the Swingline Lender, Borrower or any other Person for any reason whatsoever, (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of
the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans under the
applicable Tranche of Revolving Commitments pursuant to this Section 2.01(f)(iv) is subject to the conditions set forth in
Section 7.02. No such funding of risk participations shall relieve or otherwise impair the obligation of Borrower to repay
Swingline Loans, together with interest as provided herein.


 


(E)           
The Swingline Lender shall be responsible for invoicing Borrower for interest on the Swingline Loans. Until each Revolving
Lender under the applicable Tranche of Revolving Commitments funds its Revolving Loan or risk participation pursuant to this Section 2.01(f)
to refinance such Revolving Lender’s R/C Percentage (with respect to the applicable Tranche of Revolving Commitments) of
any Swingline Loan, interest in respect of such R/C Percentage shall be solely for the account of the Swingline Lender.


 


(g)       
Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange,
continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar
transaction permitted by the terms of this Agreement (including, without limitation, in connection with the Transactions to occur
on the Closing Date), pursuant to a cashless settlement mechanism approved by Borrower, Administrative Agent and such Lender.


 


SECTION 2.02.    
Borrowings. Borrower shall give Administrative Agent notice of each borrowing hereunder as provided in Section 4.05,
which may be given by (a) telephone or (b) a Notice of Borrowing; provided that any telephone notice must be confirmed promptly
by delivery to Administrative Agent of a Notice of Borrowing. Unless otherwise agreed to by Administrative Agent in its sole discretion,
not later than 12:00 p.m. (Noon), New York time, on the date specified for each borrowing in Section 4.05, each Lender shall make
available the amount of the Loan or Loans to be made by it on such date to Administrative Agent, at an account specified by Administrative
Agent maintained at the Principal Office, in immediately available funds, for the account of Borrower. Each borrowing of Revolving
Loans under a particular Tranche of Revolving Commitments shall be made by each Revolving Lender with Revolving Commitments of
such Tranche pro rata based on its R/C Percentage with respect to such Tranche of Revolving Commitments. The amounts so
received by Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to Borrower not
later than 4:00 p.m., New York time, on the actual applicable Funding Date, by depositing the same by wire transfer of immediately
available funds in (or, in the case of an account of Borrower maintained with Administrative Agent at the Principal Office, by
crediting the same to) the account or accounts of Borrower or any other account or accounts in each case as directed by Borrower
in the applicable Notice of Borrowing.


 


SECTION 2.03.     
Letters of Credit.


 


(a)       
Subject to the terms and conditions hereof, the Revolving Commitments may be utilized, upon the request of Borrower, in
addition to the Revolving Loans provided for by Section 2.01(a), for standby and commercial documentary letters of credit (herein
collectively called “Letters of Credit”) issued by the applicable L/C Lender (which L/C Lenders agree to the
terms and provisions of this Section 2.03 in reliance upon the agreements of the other Lenders set forth herein) for the account
of Borrower or its Subsidiaries; provided, however, that in no event shall


 






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(i)         
(A) the aggregate amount of all L/C Liabilities, plus the aggregate principal amount of all the Revolving Loans and
Swingline Loans then outstanding, exceed at any time the Total Revolving Commitments as in effect at such time or (B) the Revolving
Tranche Exposure of all Revolving Lenders in respect of any Tranche of Revolving Commitments exceed the aggregate Revolving Commitments
of such Tranche in effect at such time,


 


(ii)       
(A) the sum of the aggregate principal amount of all Revolving Loans of any Revolving Lender then outstanding, plus
such Revolving Lender’s L/C Liability plus such Revolving Lender’s Swingline Exposure exceed at any time such Revolving
Lender’s Revolving Commitment as in effect at such time or (B) the Revolving Tranche Exposure of any Revolving Lender in
respect of any Tranche of Revolving Commitments exceed such Revolving Lender’s Revolving Commitment of such Tranche in effect
at such time,


 


(iii)       
the outstanding aggregate amount of all L/C Liabilities exceed the L/C Sublimit,


 


(iv)       
the Dollar Equivalent of the Stated Amount of any Letter of Credit be less than $100,000 or such lesser amount as is acceptable
to the L/C Lender,


 


(v)       
the expiration date of any Letter of Credit extend beyond the earlier of (x) the third Business Day preceding the latest
R/C Maturity Date then in effect and (y) the date twelve (12) months following the date of such issuance, unless in the case of
this clause (y) the Required Revolving Lenders have approved such expiry date in writing (but never beyond the third Business Day
prior to the latest R/C Maturity Date then in effect), except for any Letter of Credit that Borrower has agreed to Cash Collateralize
in an amount equal to the Minimum Collateral Amount or otherwise backstop (with a letter of credit on customary terms) to the applicable
L/C Lender’s and the Administrative Agent’s reasonable satisfaction, on or prior to the third Business Day preceding
the latest R/C Maturity Date then in effect, subject to the ability of Borrower to request Auto-Extension Letters of Credit in
accordance with Section 2.03(b),


 


(vi)       
any L/C Lender issue any Letter of Credit after it has received notice from Borrower or the Required Revolving Lenders stating
that a Default exists until such time as such L/C Lender shall have received written notice of (x) rescission of such notice from
the Required Revolving Lenders, (y) waiver or cure of such Default in accordance with this Agreement or (z) Administrative Agent’s
good faith determination that such Default has ceased to exist,


 


(vii)      
any Letter of Credit be issued in a currency other than Dollars or the Alternate Currency nor at a tenor other than sight;
or


 


(viii)     
the L/C Lender be obligated to issue any Letter of Credit, amend or modify any outstanding Letter of Credit or extend the
expiry date of any outstanding Letter of Credit at any time when a Revolving Lender under the applicable Tranche is a Defaulting
Lender if such Defaulting Lender’s L/C Liability cannot be reallocated to Non-Defaulting Lenders under the applicable Tranche
pursuant to Section 2.14(a) unless arrangements reasonably satisfactory to the L/C Lender and Borrower have been made to eliminate
the L/C Lender’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including by
providing Cash Collateral in an amount equal to the Minimum Collateral Amount, or obtaining a backstop letter of credit from an
issuer reasonably satisfactory to the L/C Lender to support, each such Defaulting Lender’s L/C Liability.


 






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(b)       
Whenever Borrower requires the issuance of a Letter of Credit it shall give the applicable L/C Lender and Administrative
Agent at least three (3) Business Days written notice (or such shorter period of notice acceptable to the L/C Lender). Such Letter
of Credit application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the
system agreed to by the applicable L/C Lender, by personal delivery or by any other means acceptable to the applicable L/C Lender.
Each notice shall be in the form of Exhibit L or such other form as is reasonably acceptable to the applicable L/C Lender
appropriately completed (each a “Letter of Credit Request”) and shall specify the Tranche under which such Letter
of Credit shall be issued and a date of issuance not beyond the fifth Business Day prior to the R/C Maturity Date for the applicable
Tranche (it being understood that after issuance of any Letter of Credit Borrower may by written notice to Administrative Agent
designate such Letter of Credit as having been issued under another Tranche of Revolving Commitments if such Letter of Credit would
be permitted to be issued under such other Tranche of Revolving Commitments at such time). Each Letter of Credit Request must be
accompanied by documentation describing in reasonable detail the proposed terms, conditions and format of the Letter of Credit
to be issued, and if so requested by any L/C Lender each Letter of Credit Request shall be accompanied by such L/C Lender’s
form of application but which application shall not contain any operating or financial covenants or any provisions inconsistent
with this Agreement. If Borrower so requests in any applicable Letter of Credit Request, the applicable L/C Lender may, in its
sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter
of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Lender to decline any
such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving
prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such
twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Lender
at the time of the original issuance or automatic extension of a Letter of Credit, Borrower shall not be required to make a specific
request to the L/C Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be
deemed to have authorized (but may not require) the L/C Lender to permit the extension of such Letter of Credit at any time to
an expiry date not later than the third Business Day preceding the latest R/C Maturity Date then in effect (provided, that
such three (3) Business Day limitation shall not apply to any Letter of Credit that Borrower has agreed to Cash Collateralize in
an amount equal to the Minimum Collateral Amount or otherwise backstop (with a letter of credit on customary terms) to the applicable
L/C Lender’s and the Administrative Agent’s reasonable satisfaction); provided, however, that the L/C
Lender shall not permit any such extension if (A) the L/C Lender has determined that it would not be permitted, or would have no
obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of
the provisions of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or
before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required
Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or Borrower that one or more
of the applicable conditions specified in Section 7.02 is not then satisfied, and in each such case directing the L/C Lender not
to permit such extension. If there is any conflict between the terms and conditions of this Agreement and the terms and condition
of any application, the terms and conditions of this Agreement shall govern. Each Lender hereby authorizes each L/C Lender to issue
and perform its obligations with respect to Letters of Credit and each Letter of Credit shall be issued in accordance with the
customary procedures of such L/C Lender. Borrower acknowledges and agrees that the failure of any L/C Lender to require an application
at any time and from time to time shall not restrict or impair such L/C Lender’s right to require such an application or
agreement as a condition to the issuance of any subsequent Letter of Credit.


 


(c)       
On each day during the period commencing with the issuance by the applicable L/C Lender of any Letter of Credit and until
such Letter of Credit shall have expired or been terminated, the Revolving Commitment under the applicable Tranche of each Revolving
Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender’s R/C Percentage of the Dollar
Equivalent of the then Stated Amount of such Letter of Credit plus the amount of any unreimbursed drawings thereunder (the amount
of such unreimbursed drawings shall be expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter
of Credit denominated in the Alternate Currency). Each Revolving Lender under the applicable Tranche (other than the applicable
L/C Lender) severally agrees that, upon the issuance of any Letter of Credit hereunder, it shall automatically acquire from the
L/C Lender that issued such Letter of Credit, without recourse, a participation in such L/C Lender’s obligation to fund drawings
and rights under such Letter of Credit in an amount equal to such Lender’s R/C Percentage with respect to the applicable
Tranche of Revolving Commitments of such obligation (such obligation to fund drawings shall be expressed in Dollars in the amount
of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in the Alternate Currency) and rights, and each
Revolving Lender under the applicable Tranche (other than such L/C Lender) thereby shall absolutely, unconditionally and irrevocably
assume, as primary obligor and not as surety, and shall be unconditionally obligated to such L/C Lender to pay and discharge when
due, its R/C Percentage with respect to the applicable Tranche of Revolving Commitments of such L/C Lender’s obligation to
fund drawings (such obligation to fund drawings shall be expressed in Dollars in the amount of the Dollar Equivalent thereof in
the case of a Letter of Credit denominated in the Alternate Currency) under such Letter of Credit. Such L/C Lender shall be deemed
to hold an L/C Liability in an amount equal to its retained interest in the related Letter of Credit after giving effect to such
acquisition by the Revolving Lenders under the applicable Tranche other than such L/C Lender of their participation interests.


 






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(d)       
In the event that any L/C Lender has determined to honor a drawing under a Letter of Credit, such L/C Lender shall promptly
notify (the “L/C Payment Notice”) Administrative Agent and Borrower of the amount paid by such L/C Lender and
the date on which payment is to be made to such beneficiary. In the case of a Letter of Credit denominated in the Alternate Currency,
Borrower shall reimburse the L/C Lender that issued such Letter of Credit in Dollars. In the case of any such reimbursement in
Dollars of a drawing under a Letter of Credit denominated in the Alternate Currency, the applicable L/C Lender shall notify Administrative
Agent and Borrower of the Dollar Equivalent of the amount of the drawing following the determination thereof in accordance with
Section 1.05. Borrower hereby unconditionally agrees to pay and reimburse such L/C Lender, through the Administrative Agent, for
the amount of payment under such Letter of Credit in Dollars, together with interest thereon at a rate per annum equal to
the Alternate Base Rate in effect from time to time plus the Applicable Margin applicable to Revolving Loans under the applicable
Tranche of Revolving Commitments that are maintained as ABR Loans as are in effect from time to time from the date payment was
made to such beneficiary to the date on which payment is due, such payment to be made not later than the second Business Day after
the date on which Borrower receives the applicable L/C Payment Notice (or the third Business Day thereafter if such L/C Payment
Notice is received on a date that is not a Business Day or after 1:00 p.m., New York time, on a Business Day). Any such payment
due from Borrower and not paid on the required date shall thereafter bear interest at rates specified in Section 3.02(b) until
paid. Promptly upon receipt of the amount paid by Borrower pursuant to the immediately prior sentence, the applicable L/C Lender
shall notify Administrative Agent of such payment and whether or not such payment constitutes payment in full of the Reimbursement
Obligation under the applicable Letter of Credit.


 


(e)      
Promptly upon its receipt of a L/C Payment Notice referred to in Section 2.03(d), Borrower shall advise the applicable L/C
Lender and Administrative Agent whether or not Borrower intends to borrow hereunder to finance its obligation to reimburse such
L/C Lender for the amount of the related demand for payment under the applicable Letter of Credit and, if it does so intend, submit
a Notice of Borrowing for such borrowing to Administrative Agent as provided in Section 4.05. In the event that Borrower fails
to reimburse any L/C Lender, through the Administrative Agent, for a demand for payment under a Letter of Credit by the second
Business Day after the date of the applicable L/C Payment Notice (or the third Business Day thereafter if such L/C Payment Notice
is received on a date that is not a Business Day or after 1:00 p.m., New York time on a Business Day), such L/C Lender shall promptly
notify Administrative Agent of such failure by Borrower to so reimburse and of the amount of the demand for payment (expressed
in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in the Alternate Currency).
In the event that Borrower fails to either submit a Notice of Borrowing to Administrative Agent as provided above or reimburse
such L/C Lender, through the Administrative Agent, for a demand for payment under a Letter of Credit by the second Business Day
after the date of the applicable L/C Payment Notice (or the third Business Day thereafter if such L/C Payment Notice is received
on a date that is not a Business Day or after 1:00 p.m., New York time, on a Business Day), Administrative Agent shall give each
Revolving Lender under the applicable Tranche prompt notice of the amount of the demand for payment (expressed in Dollars in the
amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in the Alternate Currency) including the
interest therein owed by Borrower (the “Unreimbursed Amount”), specifying such Lender’s R/C Percentage
with respect to the applicable Tranche of Revolving Commitments thereof and requesting payment of such amount.


 


(f)        
Each Revolving Lender (other than the applicable L/C Lender) under the applicable Tranche shall pay to Administrative Agent
for account of the applicable L/C Lender at the Principal Office in Dollars and in immediately available funds, an amount equal
to such Revolving Lender’s R/C Percentage with respect to the applicable Tranche of Revolving Commitments of the Unreimbursed
Amount upon not less than one Business Day’s actual notice by Administrative Agent as described in Section 2.03(e) to such
Revolving Lender requesting such payment and specifying such amount. Administrative Agent will promptly remit the funds so received
to the applicable L/C Lender in Dollars. Each such Revolving Lender’s obligation to make such payments to Administrative
Agent for the account of the applicable L/C Lender under this Section 2.03(f), and the applicable L/C Lender’s right to receive
the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (i) the failure
of any other Revolving Lender to make its payment under this Section 2.03(f), (ii) the financial condition of Borrower or the existence
of any Default or (iii) the termination of the Commitments. Each such payment to any L/C Lender shall be made without any offset,
abatement, withholding or reduction whatsoever.


 






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(g)       
Upon the making of each payment by a Revolving Lender, through the Administrative Agent, to an L/C Lender pursuant to Section
2.03(f) in respect of any Letter of Credit, such Revolving Lender shall, automatically and without any further action on the part
of Administrative Agent, such L/C Lender or such Revolving Lender, acquire (i) a participation in an amount equal to such payment
in the Reimbursement Obligation owing to such L/C Lender by Borrower hereunder and under the L/C Documents relating to such Letter
of Credit and (ii) a participation equal to such Revolving Lender’s R/C Percentage with respect to the applicable Tranche
of Revolving Commitments in any interest or other amounts (such interest and other amounts expressed in Dollars in the amount of
the Dollar Equivalent thereof in the case of a Letter of Credit denominated in the Alternate Currency) (other than cost reimbursements)
payable by Borrower hereunder and under such L/C Documents in respect of such Reimbursement Obligation. If any L/C Lender receives
directly from or for the account of Borrower any payment in respect of any Reimbursement Obligation or any such interest or other
amounts (including by way of setoff or application of proceeds of any collateral security), such L/C Lender shall promptly pay
to Administrative Agent for the account of each Revolving Lender under the applicable Tranche which has satisfied its obligations
under Section 2.03(f), such Revolving Lender’s R/C Percentage with respect to the applicable Tranche of Revolving Commitments
of the Dollar Equivalent of such payment, each such payment by such L/C Lender to be made in Dollars. In the event any payment
received by such L/C Lender and so paid to the Revolving Lenders hereunder is rescinded or must otherwise be returned by such L/C
Lender, each applicable Revolving Lender shall, upon the request of such L/C Lender (through Administrative Agent), repay to such
L/C Lender (through Administrative Agent) the amount of such payment paid to such Revolving Lender, with interest at the rate specified
in Section 2.03(j).


 


(h)       
Borrower shall pay to Administrative Agent, for the account of each Revolving Lender under the applicable Tranche, and with
respect to each Tranche of Revolving Commitments, in respect of each Letter of Credit and each Tranche of Revolving Commitments
for which such Revolving Lender has a L/C Liability, a letter of credit commission equal to (x) the rate per annum equal
to the Applicable Margin for Revolving Loans of such Tranche made by such Revolving Lender that are LIBOR Loans in effect from
time to time, multiplied by (y) the daily Dollar Equivalent of the Stated Amount of such Letter of Credit allocable to such Revolving
Lender’s Revolving Commitments of such Tranche (such Dollar Equivalent to be determined in accordance with Section 1.05)
for the period from and including the date of issuance of such Letter of Credit (i) in the case of a Letter of Credit which expires
in accordance with its terms, to and including such expiration date and (ii) in the case of a Letter of Credit which is drawn in
full or is otherwise terminated other than on the stated expiration date of such Letter of Credit, to and excluding the date such
Letter of Credit is drawn in full or is terminated. Such commission will be non-refundable and is to be paid (1) quarterly in arrears
on each Quarterly Date and (2) on each applicable R/C Maturity Date. In addition, Borrower shall pay to each L/C Lender, for such
L/C Lender’s account, a fronting fee (i) with respect to each commercial Letter of Credit, at the rate separately agreed
to with such L/C Lender, computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance
thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at
a rate separately agreed between Borrower and such L/C Lender, computed on the Dollar Equivalent of the amount of such increase,
and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate of 0.125%
per annum, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly
basis in arrears. Such fronting fee shall be due and payable on each Quarterly Date in respect of the most recently-ended quarterly
period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance
of such Letter of Credit, on the latest R/C Maturity Date and thereafter on demand. For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section
1.07. In addition Borrower agrees to pay to each L/C Lender all charges, costs and expenses in the amounts customarily charged
by such L/C Lender, from time to time in like circumstances, with respect to the issuance, amendment, transfer, payment of drawings,
and other transactions relating thereto.


 


(i)        
Upon the issuance of or amendment or modification to a Letter of Credit, the applicable L/C Lender shall promptly deliver
to Administrative Agent and Borrower a written notice of such issuance, amendment or modification and such notice shall be accompanied
by a copy of such Letter of Credit or the respective amendment or modification thereto, as the case may be. Promptly upon receipt
of such notice, Administrative Agent shall deliver to each Revolving Lender under the applicable Tranche a written notice regarding
such issuance, amendment or modification, as the case may be, and, if so requested by a Revolving Lender under the applicable Tranche,
Administrative Agent shall deliver to such Revolving Lender a copy of such Letter of Credit or amendment or modification, as the
case may be.


 






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(j)        
If and to the extent that any Revolving Lender under the applicable Tranche fails to pay an amount required to be paid pursuant
to Section 2.03(f) or 2.03(g) on the due date therefor, such Revolving Lender shall pay to the applicable L/C Lender (through Administrative
Agent) interest on such amount with respect to the applicable Tranche of Revolving Commitments held by such Revolving Lender for
each day from and including such due date to but excluding the date such payment is made at a rate per annum equal to the
Federal Funds Rate (as in effect from time to time) for the first three days and at the interest rate (in effect from time to time)
applicable to Revolving Loans under such Tranche made by such Revolving Lender that are maintained as ABR Loans for each date thereafter.
If any Revolving Lender holds Revolving Commitments of more than one Tranche and such Revolving Lender makes a partial payment
of amounts due by it under Section 2.03(f) or 2.03(g) with respect to multiple Tranches, such partial payment shall be allocated
pro rata to each Tranche based on the amount of Revolving Commitments of each Tranche held by such Revolving Lender.


 


(k)       
The issuance by any L/C Lender of any amendment or modification to any Letter of Credit hereunder that would extend the
expiry date or increase the Stated Amount thereof shall be subject to the same conditions applicable under this Section 2.03 to
the issuance of new Letters of Credit, and no such amendment or modification shall be issued hereunder (i) unless either (x) the
respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in
such amended or modified form or (y) the Required Revolving Lenders (or other specified Revolving Lenders to the extent required
by Section 13.04) shall have consented thereto or (ii) if the beneficiary of the Letter of Credit does not accept the proposed
terms of the Letter of Credit.


 


(l)         
Notwithstanding the foregoing, no L/C Lender shall be under any obligation to issue any Letter of Credit if at the time
of such issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin
or restrain such L/C Lender from issuing the Letter of Credit, or any Law applicable to such L/C Lender or any request or directive
(whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Lender shall prohibit,
or request that such L/C Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular
or shall impose upon such L/C Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for
which such L/C Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C
Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Lender in good faith
deems material to it or (ii) the issuance of the Letter of Credit would violate one or more policies of such L/C Lender applicable
to letters of credit generally.


 


(m)       
The obligations of Borrower under this Agreement and any L/C Document to reimburse any L/C Lender for a drawing under a
Letter of Credit, and to repay any drawing under a Letter of Credit converted into Revolving Loans or Swingline Loans, shall be
unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and each such other L/C
Document under all circumstances, including the following:


 


(i)          
any lack of validity or enforceability of this Agreement, any Credit Document or any L/C Document;


 


(ii)         
the existence of any claim, setoff, defense or other right that Borrower may have at any time against any beneficiary or
any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any
L/C Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the L/C Documents
or any unrelated transaction;


 


(iii)        
any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay
in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit; or any defense
based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any non-application
or misapplication by the beneficiary of the proceeds of such drawing;


 






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(iv)        
waiver by a L/C Lender of any requirement that exists for the L/C Lender’s protection and not the protection of Borrower
or any waiver by the L/C Lender which does not in fact materially prejudice Borrower;


 


(v)         
honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form
of a draft;


 


(vi)        
any payment made by a L/C 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 UCC, the ISP or the UCP, as applicable;


 


(vii)       
any payment by a L/C 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 a L/C 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; or


 


(viii)      
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, Borrower or a Guarantor.


 


To the extent that any provision
of any L/C Document is inconsistent with the provisions of this Section 2.03, the provisions of this Section 2.03 shall control.


 


(n)       
Borrower, Administrative Agent and Revolving Lenders hereby agree that, as of the Closing Date, each letter of credit identified
on Schedule 2.03(n) (each, an “Existing Letter of Credit”) shall be a Letter of Credit as if originally
issued under this Agreement, and that the fees and other provisions set forth in this Section 2.03 shall be applicable to each
Existing Letter of Credit as of the Closing Date.


 


(o)        
On the last Business Day of each month, Borrower and each L/C Lender shall provide to Administrative Agent such information
regarding the outstanding Letters of Credit as Administrative Agent shall reasonably request, in form and substance reasonably
satisfactory to Administrative Agent (and in such standard electronic format as Administrative Agent shall reasonably specify),
for purposes of Administrative Agent’s ongoing tracking and reporting of outstanding Letters of Credit. Administrative Agent
shall maintain a record of all outstanding Letters of Credit based upon information provided by Borrower and the L/C Lenders pursuant
to this Section 2.03(o), and such record of Administrative Agent shall, absent manifest error, be deemed a correct and conclusive
record of all Letters of Credit outstanding from time to time hereunder. Notwithstanding the foregoing, if and to the extent Administrative
Agent determines that there are one or more discrepancies between information provided by Borrower and any L/C Lender hereunder,
Administrative Agent will notify Borrower and such L/C Lender thereof and Borrower and such L/C Lender shall endeavor to reconcile
any such discrepancy. In addition to and without limiting the foregoing, with respect to commercial documentary Letters of Credit,
on the first Business Day of each week the applicable L/C Lender shall deliver to Administrative Agent, by facsimile or electronic
mail, a report detailing the daily outstanding commercial documentary Letters of Credit for the previous week for such Letters
of Credit issued in Dollars and for such Letters of Credit issued in the Alternate Currency.


 






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(p)       
Each Lender and Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Lender shall not have any responsibility
to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering
any such document. None of the L/C Lenders, the Administrative Agent, any of their respective Affiliates, directors, officers,
employees, agents and advisors nor any correspondent, participant or assignee of any L/C Lender 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 Required Lenders,
as applicable; (ii) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct or material
breach of any Credit Document; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument
related to any Letter of Credit. 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 Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or
under any other agreement. None of the L/C Lenders, the Administrative Agent, any of their respective Affiliates, directors, officers,
employees, agents and advisors nor any correspondent, participant or assignee of the L/C Lenders shall be liable or responsible
for any of the matters described in clauses (i) through (viii) of Section 2.03(m); provided, however, that anything
in such clauses to the contrary notwithstanding, Borrower may have a claim against a L/C Lender, and a L/C Lender may be liable
to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by
Borrower that were caused by such L/C Lender’s willful misconduct, bad faith or gross negligence or material breach of any
Credit Document or such L/C 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) strictly complying with the terms and conditions of a Letter of Credit, in each
case under this proviso, as determined by a court of competent jurisdiction by final and non-appealable judgment. In furtherance
and not in limitation of the foregoing, the L/C Lenders may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C 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 L/C 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.


 


(q)       
Unless otherwise expressly agreed by the applicable L/C Lender and Borrower when a Letter of Credit is issued (including
any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of
Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the L/C Lenders
shall not be responsible to Borrower for, and the L/C Lenders’ rights and remedies against Borrower shall not be impaired
by, any action or inaction of the L/C Lenders 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 such L/C 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.


 


(r)       
Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the
account of, a Subsidiary, Borrower shall be obligated to reimburse the applicable L/C Lender hereunder for any and all drawings
under such Letter of Credit. Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries
inures to the benefit of Borrower, and that Borrower’s business derives substantial benefits from the businesses of such
Subsidiaries.


 


(s)       
A Revolving Lender may become an additional L/C Lender hereunder with the approval of the Administrative Agent (such approval
not to be unreasonably withheld or delayed), Borrower and such Revolving Lender, pursuant to an agreement with, and in form and
substance reasonably satisfactory to, the Administrative Agent, Borrower and such Revolving Lender. The Administrative Agent shall
notify the Revolving Lenders of any such additional L/C Lender.


 


SECTION 2.04.     
Termination and Reductions of Commitment.


 


(a)        
(i)            In addition to any other mandatory commitment reductions pursuant to this Section 2.04, the aggregate amount of the
Term B Facility Commitments outstanding on the Closing Date shall be automatically and permanently reduced to zero at 5:00
p.m., New York time, on the Closing Date (after giving effect to the making of the Term B Facility Loans on such date).


 


(ii)         
In addition to any other mandatory commitment reductions pursuant to this Section 2.04, the aggregate amount of the Term B-1
Facility Commitments and the 2018 Incremental Term A Loan Commitments outstanding on the 2018 Incremental Joinder Agreement Effective
Date shall automatically terminate on the 2018 Incremental Joinder Agreement Effective Date after giving effect to the making of
the Term B-1 Facility Loans and the 2018 Incremental Term A Loans, respectively.


 


(iii)         
In addition to any other mandatory commitment reductions pursuant to this Section 2.04, the aggregate amount of any Incremental
Term Loan Commitments shall be automatically and permanently reduced by the amount of Incremental Term Loans made in respect hereof
from time to time.


 


(iv)        
The aggregate amount of the Revolving Commitments of any Tranche shall be automatically and permanently reduced to zero
on the R/C Maturity Date applicable to such Tranche, and the L/C Commitments and the Swingline Commitment shall be automatically
and permanently reduced to zero on the last R/C Maturity Date.






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(b)       
Borrower shall have the right at any time or from time to time (without premium or penalty except breakage costs (if any)
pursuant to Section 5.05) (i) so long as no Revolving Loans, Swingline Loans or L/C Liabilities will be outstanding as of the date
specified for termination (after giving effect to all transactions occurring on such date), to terminate the Revolving Commitments
in their entirety, (ii) to reduce the aggregate amount of the Unutilized R/C Commitments (which shall be pro rata among
the Revolving Lenders, except that Borrower shall be permitted to permanently terminate commitments of any Class with an earlier
maturity date on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class)
and (iii) so long as the remaining Total Revolving Commitments will equal or exceed the aggregate amount of outstanding Revolving
Loans, Swingline Exposure and L/C Liabilities, to reduce the aggregate amount of the Revolving Commitments (which shall be pro
rata among the Revolving Lenders, except that Borrower shall be permitted to permanently terminate commitments of any Class
with an earlier maturity date on a better than a pro rata basis as compared to any other Class with a later maturity date
than such Class); provided, however, that (x) Borrower shall give notice of each such termination or reduction as
provided in Section 4.05, and (y) each partial reduction shall be in an aggregate amount at least equal to $5.0 million (or any
whole multiple of $1.0 million in excess thereof) or, if less, the remaining Unutilized R/C Commitments.


 


(c)       
Any Commitment once terminated or reduced may not be reinstated.


 


(d)       
Each reduction or termination of any of the Commitments applicable to any Tranche pursuant to this Section 2.04 shall
be applied ratably among the Lenders with such a Commitment, as the case may be, in accordance with their respective Commitment,
as applicable.


 


SECTION 2.05.     
Fees.


 


(a)       
Borrower shall pay to Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender), with
respect to such Revolving Lender’s Revolving Commitments of each Tranche, a commitment fee for the period from and including
the Closing Date (or, following the conversion of such Revolving Commitment into another Tranche, the applicable Extension Date)
to but not including the earlier of (i) the date such Revolving Commitment is terminated or expires (or is modified to constitute
another Tranche) and (ii) the R/C Maturity Date applicable to such Revolving Commitment, in each case, computed at a rate per
annum equal to the Applicable Fee Percentage in respect of such Tranche in effect from time to time during such period on the
actual daily amount of such Revolving Lender’s Unutilized R/C Commitment in respect of such Tranche. Notwithstanding anything
to the contrary in the definition of “Unutilized R/C Commitments,” for purposes of determining Unutilized R/C Commitments
of a Tranche in connection with computing commitment fees with respect to Revolving Commitments of such Tranche, a Revolving Commitment
of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans of such Tranche and L/C Liability
of such Tranche of such Revolving Lender (and the Swingline Exposure of such Tranche of such Revolving Lender shall be disregarded
for such purpose). Any accrued commitment fee under this Section 2.05(a) in respect of any Revolving Commitment shall be payable
in arrears on each Quarterly Date and on the earlier of (i) the date such Revolving Commitment is terminated or expires (or is
modified to constitute another Tranche) and (ii) the R/C Maturity Date applicable to such Revolving Commitment.


 


(b)       
Borrower shall pay to Administrative Agent for its own account the administrative fee separately agreed to.


 


(c)       
At the time of the effectiveness of a Repricing Transaction prior to the date that is six (6) months after the Closing Date
(in the case of the Term B Facility) or six (6) months after the 2018 Incremental Joinder Agreement Effective Date (in the case
of the Term B-1 Facility), Borrower agrees to pay to Administrative Agent, for the ratable account of each Lender with outstanding
Term B Facility Loans or Term B-1 Facility Loans, as the case may be, (including each Lender that withholds its consent to such
Repricing Transaction and is replaced or is removed as a Lender or is repaid under Section 2.11 or 13.04(b), as the case may be),
a fee in an amount equal to 1.0% of the aggregate principal amount of Term B Facility Loans or Term B-1 Facility Loans, as the
case may be, that are refinanced, converted, replaced, amended, modified or otherwise repriced in such Repricing Transaction. Such
fee shall be due and payable upon the date of the effectiveness of such Repricing Transaction.


 






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(d)       
Borrower shall pay to Auction Manager for its own account, in connection with any Borrower Loan Purchase, such fees as may
be agreed between Borrower and Auction Manager.


 


(e)       
Borrower shall pay to each Term B Facility Lender, on the Closing Date, upfront fees equal to 0.50% of such Term B Facility
Lender’s Term B Facility Loan funded on the Closing Date.


 


SECTION 2.06.     
Lending Offices. The Loans of each Type made by each Lender shall be made and maintained at such Lender’s Applicable
Lending Office for Loans of such Type.


 


SECTION 2.07.     
Several Obligations of Lenders. The failure of any Lender to make any Loan to be made by it on the date specified therefor
shall not relieve any other Lender of its obligation to make its Loan on such date, but neither any Lender nor Administrative Agent
shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender, and no Lender shall have
any obligation to Administrative Agent or any other Lender for the failure by such Lender to make any Loan required to be made
by such Lender. No Revolving Lender will be responsible for failure of any other Lender to fund its participation in Letters of
Credit.


 


SECTION 2.08.     
Notes; Register.


 


(a)       
At the request of any Lender, its Loans of a particular Class shall be evidenced by a promissory note, payable to such Lender
and otherwise duly completed, substantially in the form of Exhibits A-1, A-2, A-3, A-4 and A-5
of such Lender’s Revolving Loans, Term A Facility Loans, Term B Facility Loans, Swingline Loans and Term B-1 Facility Loans,
respectively; and in the case of any New Term Loans, such form of promissory note provided pursuant to the applicable Incremental
Joinder Agreement; provided that any promissory notes issued in respect of New Term Loans, Other Term Loans, Extended Term
Loans or New Revolving Loans, Other Revolving Loans or Extended Revolving Loans shall be in such form as mutually agreed by Borrower
and Administrative Agent.


 


(b)       
The date, amount, Type, interest rate and duration of the Interest Period (if applicable) of each Loan of each Class made
by each Lender to Borrower and each payment made on account of the principal thereof, shall be recorded by such Lender on its books
and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached
to such Note or any continuation thereof; provided, however, that the failure of such Lender to make any such recordation
or endorsement or any error in such recordation or endorsement shall not affect the obligations of Borrower to make a payment when
due of any amount owing hereunder or under such Note.


 


(c)       
Borrower hereby designates Administrative Agent to serve as its agent, solely for purposes of this Section 2.08, to hold
a copy of each Letter of Credit and each Assignment Agreement to maintain a register (the “Register”) on which
it will record the name and address of each Lender, the Commitment from time to time of each of the Lenders, the principal amount
(and stated interest) of the Loans made by each of the Lenders and each repayment in respect of the principal amount (and stated
interest) of the Loans of each Lender. The entries in the Register shall be prima facie evidence of the information noted therein
(absent manifest error), and the parties hereto shall treat each Person whose name is recorded in the Register as the owner of
a Loan or other obligation hereunder as the owner thereof for all purposes of the Credit Documents, notwithstanding any notice
to the contrary. The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time
to time upon reasonable prior notice. No assignment shall be effective unless recorded in the Register; provided that Administrative
Agent agrees to record in the Register any assignment entered into pursuant to the term hereof promptly after the effectiveness
of such assignment.


 






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SECTION 2.09.     
Optional Prepayments and Conversions or Continuations of Loans.


 


(a)       
Subject to Section 4.04, Borrower shall have the right to prepay Loans (without premium or penalty, except as provided in
Section 2.09(c)) of a Tranche, or to convert Loans of a Tranche of one Type into Loans of such Tranche of another Type or to continue
Loans of a Tranche of one Type as Loans of such Tranche of the same Type, at any time or from time to time. Borrower shall give
Administrative Agent notice of each such prepayment, conversion or continuation as provided in Section 4.05 (and, upon the date
specified in any such notice of prepayment, the amount to be prepaid shall become due and payable hereunder; provided that
Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or any incurrence of
indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shall be substantially in the form of Exhibit
C or such other form as is reasonably acceptable to Administrative Agent. If LIBOR Loans are prepaid or converted other than
on the last day of an Interest Period therefor, Borrower shall at such time pay all expenses and costs required by Section 5.05.
Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Article XI, in the event that
any Event of Default shall have occurred and be continuing, Administrative Agent may (and, at the request of the Required Lenders,
shall), upon written notice to Borrower, have the right to suspend the right of Borrower to convert any Loan into a LIBOR Loan,
or to continue any Loan as a LIBOR Loan, in which event all Loans shall be converted (on the last day(s) of the respective Interest
Periods therefor) or continued, as the case may be, as ABR Loans. Swingline Loans may not be converted or continued.


 


(b)       
Application.


 


(i)      
The amount of any optional prepayments described in Section 2.09(a) shall be applied to prepay Loans outstanding in order
of amortization, in amounts and to Tranches, all as determined by Borrower.


 


(ii)      
In addition to the foregoing, and provided that immediately before and after giving effect thereto no Event of Default
has occurred and is continuing and after giving effect thereto Borrower will be in compliance on a Pro Forma Basis with the Financial
Maintenance Covenants as of the most recent Calculation Date, Borrower shall have the right at
any time other than during the Covenant Relief Period to elect to offer to prepay the Term Loans pro rata
to the Term A Facility Loans, the Term B Facility Loans, the Term B-1 Facility Loans, the New Term Loans, the Extended Term Loans
and the Other Term Loans then outstanding and apply any amounts rejected for such prepayment to repurchase, prepay, redeem, retire,
acquire, defease or cancel Indebtedness or make Restricted Payments notwithstanding any then applicable limitations set forth in
Section 10.09 or 10.06, respectively. If Borrower makes such an election, it shall provide notice thereof to Administrative Agent,
who shall promptly, and in any event within one Business Day of receipt, provide such notice to the holders of the Term Loans.
Any such notice shall specify the aggregate amount offered to prepay the Term Loans. Each holder of a Term A Facility Loan, a Term
B Facility Loan, a Term B-1 Facility Loan, a New Term Loan, an Other Term Loan or an Extended Term Loan may elect, in its sole
discretion, to reject such prepayment offer with respect to an amount equal to or less than (u) with respect to holders of
Term A Facility Loans, an amount equal to the aggregate amount so offered to prepay Term A Facility Loans times a fraction, the
numerator of which is the principal amount of Term A Facility Loans owed to such holder and the denominator of which is the principal
amount of Term A Facility Loans outstanding, (v) with respect to holders of Term B Facility Loans, an amount equal to the
aggregate amount so offered to prepay Term B Facility Loans times a fraction, the numerator of which is the principal amount of
Term B Facility Loans owed to such holder and the denominator of which is the principal amount of Term B Facility Loans outstanding,
(w) with respect to holders of Term B-1 Facility Loans, an amount equal to the aggregate amount so offered to prepay Term
B-1 Facility Loans times a fraction, the numerator of which is the principal amount of Term B-1 Facility Loans owed to such holder
and the denominator of which is the principal amount of Term B-1 Facility Loans outstanding, (x) with respect to holders of
New Term Loans, an amount equal to the aggregate amount so offered to prepay New Term Loans times a fraction, the numerator of
which is the principal amount of New Term Loans owed to such holder and the denominator of which is the principal amount of New
Term Loans outstanding, (y) with respect to holders of Other Term Loans, an amount equal to the aggregate amount so offered to
prepay Other Term Loans times a fraction, the numerator of which is the principal amount of Other Term Loans owed to such holder
and the denominator of which is the principal amount of Other Term Loans outstanding and (z) with respect to holders of Extended
Term Loans, an amount equal to the aggregate amount so offered to prepay Extended Term Loans times a fraction, the numerator of
which is the principal amount of Extended Term Loans owed to such holder and the denominator of which is the principal amount of
Extended Term Loans outstanding. Any rejection of such offer must be evidenced by written notice delivered to Administrative Agent
within five Business Days of receipt of the offer for prepayment, specifying an amount of such prepayment offer rejected by such
holder, if any. Failure to give such notice will constitute an election to accept such offer. Any portion of such prepayment offer
so accepted will be used to prepay the Term Loans held by the applicable holders within ten Business Days of the date of receipt
of the offer to prepay. Any portion of such prepayment rejected may be used by Borrower and its Restricted Subsidiaries to repurchase,
prepay, redeem, retire, acquire, defease or cancel Indebtedness or make Restricted Payments notwithstanding any then applicable
limitations set forth in Section 10.09 or 10.06, respectively.


 






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(c)       
Any prepayment of Term B Facility Loans pursuant to this Section 2.09 or Section 13.04(b) made prior to the date that is
six months after the Closing Date in connection with any Repricing Transaction shall be subject to the fee described in Section
2.05(c).


 


(d)       
Any prepayment of Term B-1 Facility Loans pursuant to this Section 2.09 or Section 13.04(b) made prior to the date that
is six months after the 2018 Incremental Joinder Agreement Effective Date in connection with any Repricing Transaction shall be
subject to the fee described in Section 2.05(c).


 


SECTION 2.10.     
Mandatory Prepayments.


 


(a)       
Borrower shall prepay the Loans as follows (each such prepayment to be effected in each case in the manner, order and to
the extent specified in Section 2.10(b) below):


 


(i)       
Casualty Events. Within five (5) Business Days after Borrower or any Restricted Subsidiary receives any Net Available
Proceeds from any Casualty Event or any disposition pursuant to Section 10.05(l) (or notice of collection by Administrative Agent
of the same), in an aggregate principal amount equal to 100% of such Net Available Proceeds (it being understood that applications
pursuant to this Section 2.10(a)(i) shall not be duplicative of Section 2.10(a)(iii) below); provided, however, that:


 


(x)       if
no Event of Default then exists or would arise therefrom, the Net Available Proceeds thereof shall not be required to be so applied
on such date to the extent that Borrower delivers an Officer’s Certificate to Administrative Agent stating that an amount
equal to such proceeds is intended to be used to fund the acquisition of Property used or usable in the business of any Credit
Party or repair, replace or restore the Property or other Property used or usable in the business of any Credit Party (in accordance
with the provisions of the applicable Security Document in respect of which such Casualty Event has occurred, to the extent applicable,
and if the Property is subject to a Master Lease or an Additional Lease, in accordance with such Master Lease or such Additional
Lease (it being understood that such Property so repaired, replaced, restored or otherwise acquired may be owned by GLPI or a Subsidiary
of GLPI and leased to Borrower or a Wholly Owned Subsidiary of Borrower under a Master Lease (or, in the case of any Additional
Lease, owned by the Landlord thereunder and leased to Borrower or a Wholly Owned Subsidiary of Borrower))),
in each case within (A) twelve (12) months following receipt of such Net Available Proceeds or (B) if Borrower or the relevant
Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Available Proceeds within twelve (12) months
following receipt thereof, within the later of (1) one hundred and eighty (180) days following the date of such legally binding
commitment and (2) twelve (12) months following receipt of such Net Available Proceeds, and


 


(y)       if
all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Loans pursuant to this Section
2.10(a)(i) is not so used within the period specified by clause (x) above, such remaining portion shall be applied on the last
day of such period as specified in Section 2.10(b).


 


Notwithstanding
the foregoing provisions of this Section 2.10(a)(i) or otherwise, no mandatory prepayment shall be required in any fiscal year
pursuant to this Section 2.10(a)(i) until the date on which the Net Available Proceeds required to be applied as mandatory prepayments
pursuant to this Section 2.10(a)(i) in such fiscal year shall exceed $20.0 million (and thereafter only Net Available Proceeds
in excess of such amount shall be required to be applied as mandatory prepayments pursuant to this Section 2.10(a)(i)).


 






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(ii)      
Debt Issuance. Within five (5) Business Days after any Debt Issuance on or after the Closing Date, in an aggregate
principal amount equal to 100% of the Net Available Proceeds of such Debt Issuance.


 


(iii)     
Asset Sales. Within five (5) Business Days after receipt by Borrower or any of its Restricted Subsidiaries of any
Net Available Proceeds from any Asset Sale pursuant to Section 10.05(c) or pursuant to Section 10.05(p) (other than any such Asset
Sale or disposition constituting a Specified Sale Leaseback Transaction), in an aggregate principal amount equal to 100% of the
Net Available Proceeds from such Asset Sale or other disposition (it being understood that applications pursuant to this Section
2.10(a)(iii) shall not be duplicative of Section 2.10(a)(i) above or Section 2.10(c)(ii) below); provided, however,
that:


 


(x)       an
amount equal to the Net Available Proceeds from any Asset Sale (other than any Specified Asset Sale and any Regulatory Asset Sale)
(or, in the case of such Asset Sales consummated during the Covenant
Relief Period, an amount not to exceed $25.0 million in the aggregate of Net Available Proceeds of all such Asset Sales consummated
during the Covenant Relief Period) pursuant to Section 10.05(c) or pursuant to 10.05(p) (other than any Asset Sale
constituting a Specified Sale Leaseback Transaction) shall not be required to be applied as provided above on such date if (1)
no Event of Default then exists or would arise therefrom and (2) Borrower delivers an Officer’s Certificate to Administrative
Agent stating that an amount equal to such Net Available Proceeds is intended to be reinvested, directly or indirectly, in assets
(which may be pursuant to an acquisition of Equity Interests of a Person that directly or indirectly owns such assets) otherwise
permitted under this Agreement of (A) if such Asset Sale was effected by any Credit Party, any Credit Party, and (B) if such Asset
Sale was effected by any other Company, any Company, in each case within (x) twelve (12) months following receipt of such Net Available
Proceeds or (y) if Borrower or the relevant Restricted Subsidiary enters into a legally binding commitment to reinvest such Net
Available Proceeds within twelve (12) months following receipt thereof, within the later of (A) one hundred and eighty (180) days
following the date of such legally binding commitment and (B) twelve (12) months following receipt of such Net Available Proceeds
(which certificate shall set forth the estimates of the proceeds to be so expended); and


 


(y)       if
all or any portion of such Net Available Proceeds is not reinvested in assets in accordance with the Officer’s Certificate
referred to in clause (x) above (and, in the case of any Net Available Proceeds from an Asset Sale of Collateral, in compliance
with clause (y) above) within the period specified by clause (x) above, such remaining portion shall be applied on the last day
of such period as specified in Section 2.10(b).


 


Notwithstanding
the foregoing provisions of this Section 2.10(a)(iii) or otherwise, no mandatory prepayment shall be required in any fiscal year
pursuant to this Section 2.10(a)(iii) until the date on which the Net Available Proceeds required to be applied as mandatory prepayments
pursuant to this Section 2.10(a)(iii) in such fiscal year shall exceed $20.0 million (and thereafter only Net Available Proceeds
in excess of such amount shall be required be applied as mandatory prepayments pursuant to this Section 2.10(a)(iii)).


 


(iv)     
Excess Cash Flow. For each fiscal year (commencing with the fiscal year ending December 31, 2018), not later than
five (5) Business Days after the date on which the financial statements of Borrower referred to in Section 9.04(b) for such fiscal
year are required to be delivered to Administrative Agent, Borrower shall prepay, in accordance with subsection (b) below, the
principal amount of the Loans in an amount equal to (x) Applicable ECF Percentage of Excess Cash Flow for such fiscal year, minus
(y) the principal amount of (i) Term Loans voluntarily prepaid pursuant to Section 2.09 during such fiscal year plus (ii)
Revolving Loans voluntarily prepaid pursuant to Section 2.09 to the extent accompanied by an equivalent permanent reduction of
the Total Revolving Commitments during such fiscal year, plus (iii) Other First Lien Indebtedness voluntarily prepaid (and,
to the extent consisting of revolving loans, so long as accompanied by a permanent reduction of the underlying commitments) during
such fiscal year to the extent the amount of such Other First Lien Indebtedness so prepaid is not proportionally larger than the
amount of Term Loans so prepaid according to the respective principal amounts of Other First Lien Indebtedness and Term Loans as
of the beginning of the applicable fiscal year plus the principal amount of any additional Other First Lien Indebtedness or Term
Loans incurred during the applicable fiscal year, in each case, except to the extent financed with the proceeds of Indebtedness
of Borrower or its Restricted Subsidiaries.


 






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(v)      
Incremental Commitments and Incremental Equivalent Debt During Covenant Relief
Period. Within five (5) Business Days after any incurrence of Incremental Commitments (or in the case of Incremental Revolving
Commitments, the funding of any Loans thereunder) or Incremental Equivalent Debt (or in the case of Incremental Equivalent Debt
consisting of revolving credit facilities, the funding of any Loans thereunder) during the Covenant Relief Period, in an aggregate
principal amount equal to 50% of the Net Available Proceeds of such Incremental Commitments (or in the case of Incremental Revolving
Commitments, the Loans funded thereunder up to an aggregate amount equal to the Net Available proceeds with respect to 50% of such
Incremental Revolving Commitments) or Incremental Equivalent Debt (or in the case of Incremental Equivalent Debt consisting of
revolving credit facilities, the Loans funded thereunder up to an aggregate amount equal the Net Available Proceeds with respect
to 50% of the revolving commitments).


 


(vi)     
(v) Prepayments Not Required. Notwithstanding any other
provisions of this Section 2.10(a), to the extent that any of or all the Net Available Proceeds of any Asset Sale or Casualty Event
with respect to any property or assets of Foreign Subsidiaries or any Excess Cash Flow attributable to Foreign Subsidiaries, are
prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Available 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 2.10(a)
but may be retained by the applicable Foreign Subsidiary so long as applicable local law does not permit repatriation to the United
States (Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions
required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Available
Proceeds or Excess Cash Flow is permitted under the applicable local law, (x) any such Net Available Proceeds shall be reinvested
pursuant to Section 2.10(a)(i) or (iii), as applicable, or applied pursuant to Section 2.10(b) within five (5) Business Days of
such repatriation, and (y) any such Excess Cash Flow shall be applied pursuant to Section 2.10(b) within five (5) Business Days
of such repatriation. To the extent Borrower determines in good faith that repatriation of any of or all the Net Available Proceeds
of any Asset Sale or Casualty Event with respect to any property or assets of Foreign Subsidiaries or any Excess Cash Flow attributable
to Foreign Subsidiaries would have a material adverse tax cost consequence on Borrower or any of its Subsidiaries, such Net Available
Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, on or before
the date on which the Net Available Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments
pursuant to Section 2.10(a)(i) or (iii), as applicable (or, in the case of Excess Cash Flow, a date on or before the date that
is twelve (12) months after the date such Excess Cash Flow would have so required to be applied to prepayments pursuant to Section
2.10(a)(iv)), unless previously repatriated (in which case, (x) any such Net Available Proceeds shall be reinvested pursuant to
Section 2.10(a)(i) or (iii), as applicable, or applied pursuant to Section 2.10(b) within five (5) Business Days of such repatriation,
and (y) any such Excess Cash Flow shall be applied pursuant to Section 2.10(b) within five (5) Business Days of such repatriation),
(A) Borrower shall apply an amount equal to such Net Available Proceeds or Excess Cash Flow to such reinvestments or prepayments
as if such Net Available Proceeds or Excess Cash Flow had been received by Borrower rather than such Foreign Subsidiary, minus,
the amount of additional taxes that would have been payable or reserved against if such Net Available Proceeds or Excess Cash Flow
had been repatriated (or, if less, the Net Available Proceeds or Excess Cash Flow that would be calculated if received by such
Foreign Subsidiary) pursuant to Section 2.10(b) or (B) such Net Available Proceeds or Excess Cash Flow shall be applied to the
repayment of Indebtedness of a Foreign Subsidiary.


 






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(vii)    
(vi) Prepayments of Other First Lien Indebtedness. Notwithstanding
the foregoing provisions of Section 2.10(a)(i), (ii), (iii), (iv),
(v) or otherwise, any Net Available Proceeds from any such Casualty Event, Debt Issuance or,
Asset Sale or incurrence of Incremental Commitments or Incremental
Equivalent Debt and any such Excess Cash Flow otherwise required to be applied to prepay the Loans may, at Borrower’s
option, be applied to prepay the principal amount of Other First Lien Indebtedness only to (and not in excess of) the extent to
which a mandatory prepayment in respect of such Casualty Event, Debt Issuance, Asset Sale,
Incremental Commitments, Incremental Equivalent Debt or Excess Cash Flow is required under the terms of such Other
First Lien Indebtedness (with any remaining Net Available Proceeds or Excess Cash Flow, as applicable, applied to prepay outstanding
Loans in accordance with the terms hereof), unless such application would result in the holders of Other First Lien Indebtedness
receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Term
Loans and Other First Lien Indebtedness at such time) of such Net Available Proceeds or Excess Cash Flow, as applicable, relative
to Lenders, in which case such Net Available Proceeds or Excess Cash Flow, as applicable, may only be applied to prepay the principal
amount of Other First Lien Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other
First Lien Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Available Proceeds or
Excess Cash Flow, as applicable, the declined amount of such Net Available Proceeds or Excess Cash Flow, as applicable, shall promptly
(and, in any event, within ten (10) Business Days after the date of such rejection) be applied to prepay Loans in accordance with
the terms hereof (to the extent such Net Available Proceeds or Excess Cash Flow, as applicable, would otherwise have been required
to be applied if such Other First Lien Indebtedness was not then outstanding). Any such application to Other First Lien Indebtedness
shall reduce any prepayments otherwise required hereunder by an equivalent amount.


 


(b)       
Application. The amount of any required prepayments described in Section 2.10(a) shall be applied to prepay Loans
as follows:


 


(i)       
First, to the reduction of Amortization Payments on the Term Loans required by Sections 3.01(b), 3.01(c), 3.01(d)
and 3.01(e) (on a pro rata basis among each Tranche of Term Loans, subject to any Declined Amounts) and, in the case of
the Term Facilities, to the remaining principal installments with respect thereto in direct order of maturity over the next succeeding
four (4) quarterly installments and, thereafter, on a pro rata basis; provided that, each such prepayment shall, subject
to the last paragraph of this Section 2.10(b), be applied to such Term Loans that are ABR Loans to the fullest extent thereof before
application to Loans that are LIBOR Loans, and such prepayments of LIBOR Loans shall be applied in a manner that minimizes the
amount of any payments required to be made by Borrower pursuant to Section 5.05;


 


(ii)      
Second, after such time as no Term Loans remain outstanding, (x) to repay all outstanding Swingline Loans, and (y)
after such time as no Swingline Loans are outstanding, to prepay all outstanding Revolving Loans (in each case, without any reduction
in Revolving Commitments) (on a pro rata basis among each Tranche of Revolving Loans); and


 


(iii)     
Third, after application of prepayments in accordance with clauses (i) and (ii) above, Borrower shall be permitted
to retain any such remaining excess.


 


Notwithstanding anything
in this Section 2.10 to the contrary, Borrower shall not be required to prepay any of the Term A Facility Loans or Term B Facility
Loans with the Net Available Proceeds of any Specified Asset Sales or any Regulatory Asset Sales. Any such Net Available Proceeds
that, but for this paragraph, would have been required to prepay the Term A Facility Loans or the Term B Facility Loans, shall
be applied to prepay the Lenders under each other Tranche of Term Loans (including the Term B-1 Facility Loans) and Term Loan Commitments
(in the order set forth above) that may exist at the time that prepayment with the Net Available Proceeds of the Specified Asset
Sales or Regulatory Asset Sales is required by this Agreement.


 


Notwithstanding the
foregoing, any Term Loan Lender may elect, by written notice to Administrative Agent at least one (1) Business Day prior to the
prepayment date, to decline all or any portion of any prepayment of its Term Loans, pursuant to this Section 2.10, in which case
the aggregate amount of the prepayment that would have been applied to prepay such Term Loans, but was so declined shall be ratably
offered to each Term Loan Lender that initially accepted such prepayment. Any such re-offered amounts rejected by such Lenders
shall be retained by Borrower (any such retained amounts, “Declined Amounts”).


 


Notwithstanding the
foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR
Loans at the time outstanding, only the portion of the amount of such prepayment as is equal to the amount of such outstanding
ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either
(i) deposited in the Collateral Account and applied to the prepayment of LIBOR Loans on the last day of the then next-expiring
Interest Period for LIBOR Loans (with all interest accruing thereon for the account of Borrower) or (ii) prepaid immediately, together
with any amounts owing to the Lenders under Section 5.05. Notwithstanding any such deposit in the Collateral Account, interest
shall continue to accrue on such Loans until prepayment.


 






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(c)                
Revolving Credit Extension Reductions.


 


(i)             
Until the final R/C Maturity Date, Borrower shall from time to time immediately prepay the Revolving Loans (and/or provide
Cash Collateral in an amount equal to the Minimum Collateral Amount for, or otherwise backstop (with a letter of credit on customary
terms reasonably acceptable to the applicable L/C Lender and the Administrative Agent), outstanding L/C Liabilities) in such amounts
as shall be necessary so that at all times (a) the aggregate outstanding amount of the Revolving Loans and the Swingline Loans,
plus, the aggregate outstanding L/C Liabilities shall not exceed the Total Revolving Commitments as in effect at such time
and (b) the aggregate outstanding amount of the Revolving Loans of any Tranche and Swingline Loans allocable to such Tranche, plus
the aggregate outstanding L/C Liabilities under such Tranche shall not exceed the aggregate Revolving Commitments of such Tranche
as in effect at such time.


 


(ii)              
Specified Sale Leaseback Transactions. Within five (5) Business Days after receipt by Borrower or any of its Restricted
Subsidiaries of any Net Available Proceeds from any Asset Sale permitted by Section 10.05(c) or Section 10.05(p) that constitutes
a Specified Sale Leaseback Transaction (other than the Net Available Proceeds of any Specified Asset Sale or Regulatory Asset Sale),
Borrower shall prepay the Revolving Loans and the Swingline Loans (on a pro rata basis among each Tranche of Revolving Loans)
in an aggregate principal amount equal to 100% of the Net Available Proceeds from such Asset Sale (it being understood that applications
pursuant to this Section 2.10(c)(ii) shall not be duplicative of Section 2.10(a)(i) or Section 2.10(a)(iii) above); provided,
however, that (x) there shall be no reduction in the Total Revolving Commitments unless otherwise elected by Borrower; (y)
if the aggregate amount of Net Available Proceeds from any Specified Sale Leaseback Transaction exceeds the aggregate amount of
Revolving Loans and Swingline Loans then outstanding, Borrower shall be entitled to retain such excess. For the avoidance of doubt,
Borrower shall not be required to prepay the Term Loans with the Net Available Proceeds of any Specified Sale Leaseback Transaction.


 


(d)               
Prepayment of Term B Facility Loans. Any prepayment of Term B Facility Loans pursuant to Section 2.10(a)(ii) made
prior to the date that is six months after the Closing Date in connection with any Repricing Transaction shall be subject to the
fee described in Section 2.05(c).


 


(e)                
Prepayment of Term B-1 Facility Loans. Any prepayment of Term B-1 Facility Loans pursuant to Section 2.10(a)(ii)
made prior to the date that is six months after the 2018 Incremental Joinder Agreement Effective Date in connection with any Repricing
Transaction shall be subject to the fee described in Section 2.05(c).


 


(f)                 
Outstanding Letters of Credit. If any Letter of Credit is outstanding on the 30th day prior to the R/C Maturity Date
for the applicable Tranche of Revolving Commitments which has an expiry date later than the third Business Day preceding such R/C
Maturity Date (or which, pursuant to its terms, may be extended to a date later than the third Business Day preceding such R/C
Maturity Date), then (i) if one or more Tranches of Revolving Commitments with a R/C Maturity Date after such R/C Maturity Date
are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations
of the Lenders with Revolving Commitments to purchase participations therein and to make Revolving Loans and payments in respect
thereof and the commissions applicable thereto), effective as of such R/C Maturity Date, solely under (and ratably participated
by Revolving Lenders pursuant to) the Revolving Commitments in respect of any one of such non-terminating Tranches of Revolving
Commitments designated by Borrower in writing to Administrative Agent, if any, or if only one non-terminating Tranche of Revolving
Commitments exists, such Tranche, up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving
Commitments under such Tranche at such time, and (ii) to the extent not capable of being reallocated pursuant to clause (i) above,
Borrower shall, on such 30th day (or on such later day as such Letters of Credit become incapable of being reallocated pursuant
to clause (i) above due to the termination, reduction or utilization of any relevant Revolving Commitments), either (x) Cash Collateralize
all such Letters of Credit in an amount not less than the Minimum Collateral Amount with respect to such Letters of Credit (it
being understood that such Cash Collateral shall be released to the extent that the aggregate Stated Amount of such Letters of
Credit is reduced upon the expiration or termination of such Letters of Credit, so that the Cash Collateral shall not exceed the
Minimum Collateral Amount with respect to such Letters of Credit outstanding at any particular time) or (y) deliver to the applicable
L/C Lender a standby letter of credit (other than a Letter of Credit) in favor of such L/C Lender in a stated amount not less than
the Minimum Collateral Amount with respect to such Letters of Credit, which standby letter of credit shall be in form and substance,
and issued by a financially sound financial institution, reasonably acceptable to such L/C Lender and the Administrative Agent.
Except to the extent of reallocations of participations pursuant to clause (i) above, the occurrence of a R/C Maturity Date shall
have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders of the relevant Tranche in
any Letter of Credit issued before such R/C Maturity Date. For the avoidance of doubt, the parties hereto agree that upon the occurrence
of any reallocations of participations pursuant to clause (i) above and, if necessary, the taking of the actions in described clause
(ii) above, all participations in Letters of Credit under the terminated Revolving Commitments shall terminate.


 






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SECTION 2.11.         
Replacement of Lenders.


 


(a)                
Borrower shall have the right to replace any Lender (the “Replaced Lender”) with one or more other Eligible
Assignees (collectively, the “Replacement Lender”), if (x) such Lender is charging Borrower increased costs
pursuant to Section 5.01 or 5.06 or such Lender becomes incapable of making LIBOR Loans as provided in Section 5.03 when other
Lenders are generally able to do so, (y) such Lender is a Defaulting Lender or (z) Borrower receives a notice from any applicable
Gaming Authority that any lender is not qualified to make or hold Loans to, or owed by, Borrower under applicable Gaming Laws (and
such Lender is notified by Borrower and Administrative Agent in writing of such disqualification); provided, however,
that (i) at the time of any such replacement, the Replacement Lender shall enter into one or more Assignment Agreements (and with
all fees payable pursuant to Section 13.05(b) to be paid by the Replacement Lender or Borrower) pursuant to which the Replacement
Lender shall acquire all of the Commitments and outstanding Loans of, and in each case L/C Interests of, the Replaced Lender (or
if the Replaced Lender is being replaced as a result of being a Defaulting Lender, then the Replacement Lender shall acquire all
Revolving Commitments, Revolving Loans and L/C Interests of such Replaced Lender under one or more Tranches of Revolving Commitments
or, at the option of Borrower and such Replacement Lender, all other Loans and Commitments held by such Defaulting Lender), (ii)
at the time of any such replacement, the Replaced Lender shall receive an amount equal to the sum of (A) the principal of,
and all accrued interest on, all outstanding Loans of such Lender (other than any Loans not being acquired by a Replacement Lender),
(B) all Reimbursement Obligations (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter
of Credit denominated in the Alternate Currency) owing to such Lender, together with all then unpaid interest with respect thereto
at such time, in the event Revolving Loans or Revolving Commitments owing to such Lender are being repaid and terminated or acquired,
as the case may be, and (C) all accrued, but theretofore unpaid, fees owing to the Lender pursuant to Section 2.05 with respect
to the Loans being assigned, as the case may be and (iii) all obligations of Borrower owing to such Replaced Lender (other
than those specifically described in clause (i) above in respect of Replaced Lenders for which the assignment purchase price has
been, or is concurrently being, paid, and other than those relating to Loans or Commitments not being acquired by a Replacement
Lender, but including any amounts which would be paid to a Lender pursuant to Section 5.05 if Borrower were prepaying a LIBOR Loan),
as applicable, shall be paid in full to such Replaced Lender, as applicable, concurrently with such replacement, as the case may
be. Upon the execution of the respective Assignment Agreement, the payment of amounts referred to in clauses (i), (ii) and (iii)
above, as applicable, the receipt of any consents that would be required for an assignment of the subject Loans and Commitments
to such Replacement Lender in accordance with Section 13.05, the Replacement Lender, if any, shall become a Lender hereunder and
the Replaced Lender, as applicable, shall cease to constitute a Lender hereunder and be released of all its obligations as a Lender,
except with respect to indemnification provisions applicable to such Lender under this Agreement, which shall survive as to such
Lender and, in the case of any Replaced Lender, except with respect to Loans, Commitments and L/C Interests of such Replaced Lender
not being acquired by the Replacement Lender; provided, that if the applicable Replaced Lender does not execute the Assignment
Agreement within one (1) Business Day after Borrower’s request, execution of such Assignment Agreement by the Replaced Lender
shall not be required to effect such assignment.


 






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(b)               
If Borrower receives a notice from any applicable Gaming Authority that any Lender is not qualified to make or hold Loans
to, or owed by, Borrower under applicable Gaming Laws (and such Lender is notified by Borrower and Administrative Agent in writing
of such disqualification), Borrower shall have the right to replace such Lender with a Replacement Lender in accordance with Section 2.11(a)
or prepay the Loans held by such Lender, in each case, in accordance with any applicable provisions of Section 2.11(a), even if
a Default or an Event of Default exists (notwithstanding anything contained in such Section 2.11(a) to the contrary). Any
such prepayment shall be deemed an optional prepayment, as set forth in Section 2.09 and shall not be required to be made
on a pro rata basis with respect to Loans of the same Tranche as the Loans held by such Lender (and in any event shall not
be deemed to be a Repricing Transaction). Notice to such Lender shall be given at least ten (10) days before the required date
of transfer or prepayment (unless a shorter period is required by any Requirement of Law), as the case may be, and shall be accompanied
by evidence demonstrating that such transfer or redemption is required pursuant to Gaming Laws. Upon receipt of a notice in accordance
with the foregoing, the Replaced Lender shall cooperate with Borrower in effectuating the required transfer or prepayment within
the time period set forth in such notice, not to be less than the minimum notice period set forth in the foregoing sentence (unless
a shorter period is required under any Requirement of Law). Further, if the transfer or prepayment is triggered by notice from
the Gaming Authority that the Lender is disqualified, commencing on the date the Gaming Authority serves the disqualification notice
upon Borrower, to the extent prohibited by law: (i) such Lender shall no longer receive any interest on the Loans; (ii) such
Lender shall no longer exercise, directly or through any trustee or nominee, any right conferred by the Loans; and (iii) such
Lender shall not receive any remuneration in any form from Borrower for services or otherwise in respect of the Loans.


 


SECTION 2.12.         
Incremental Loan Commitments.


 


(a)                
Borrower Request. Borrower may, at any time, by written notice to Administrative Agent, request (i) the establishment
of one or more new Tranches of Revolving Commitments (“New Revolving Commitments” and the related Revolving
Loans, “New Revolving Loans”), (ii) an increase to any existing Tranche of Revolving Commitments (“Incremental
Existing Tranche Revolving Commitments”), (iii) the establishment of additional Term A Facility Loans with terms
and conditions identical to the terms and conditions of existing Term A Facility Loans hereunder (“Incremental Term A
Loans” and the related commitments, “Incremental Term A Loan Commitments”), provided, however,
that, upfront fees or original issue discount may be paid to Lenders providing such Incremental Term A Loan Commitments, (iv) the
establishment of additional Term B Facility Loans with terms and conditions identical to the terms and conditions of existing Term
B Facility Loans hereunder (“Incremental Term B Loans” and the related commitments, “Incremental Term
B Loan Commitments”); provided, however, that, upfront fees or original issue discount may be paid to Lenders
providing such Incremental Term B Loan Commitments, (v) the establishment of additional Term B-1 Facility Loans with terms and
conditions identical to the terms and conditions of existing Term B-1 Facility Loans hereunder (“Incremental Term B-1
Loans” and the related commitments, “Incremental Term B-1 Loan Commitments”); provided, however,
that, upfront fees or original issue discount may be paid to Lenders providing such Incremental Term B-1 Loan Commitments, and/or
(vi) the establishment of one or more new Tranches of term loans (“New Term Loans” and the related commitments,
 “New Term Loan Commitments”); provided, however, that (x) the aggregate amount of all Incremental
Revolving Commitments, New Term Loans, Incremental Term A Loans, Incremental Term B Loans, Incremental Term B-1 Loans and Incremental
Equivalent Debt issued or incurred (but excluding any such Incremental Term Loan Commitments that have been terminated prior to
such date of determination without being funded) on or prior to such date shall not exceed the Incremental Loan Amount and (y) any
such request for Incremental Commitments shall be in a minimum amount of $25.0 million and integral multiples of $1.0 million above
such amount. Borrower may request Incremental Commitments from existing Lenders and from Eligible Assignees; provided, however,
that (A) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its
sole discretion, to provide all or any portion of such Incremental Commitments offered to it and (B) any potential Lender that
is not an existing Lender and agrees to make available an Incremental Commitment shall be required to be an Eligible Assignee and
shall require approval by Administrative Agent (such approval not to be unreasonably withheld or delayed).


 


(b)               
Incremental Effective Date. The Incremental Commitments shall be effected by a joinder agreement to this Agreement
(the “Incremental Joinder Agreement”) executed by Borrower, Administrative Agent and each Lender making or providing
such Incremental Commitment, in form and substance reasonably satisfactory to each of them, subject, however, to the satisfaction
of the conditions precedent set forth in this Section 2.12. The Incremental Joinder Agreement may, without the consent of
any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate,
in the opinion of Administrative Agent, to effect the provisions of this Section 2.12. Administrative Agent and Borrower shall
determine the effective date (each, an “Incremental Effective Date”) of any Incremental Commitments and the
final allocation of such Incremental Commitments. The effectiveness of any such Incremental Commitments shall be subject solely
to the satisfaction of the following conditions to the reasonable satisfaction of Administrative Agent:


 


(i)             
Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative
Agent in connection with any such Incremental Commitments;


 






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(ii)              
an Incremental Joinder Agreement shall have been duly executed and delivered by Borrower, Administrative Agent and each
Lender making or providing such Incremental Commitment;


 


(iii)              
no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such Incremental
Commitments; provided that, with respect to any Incremental Term Loans (and any related Incremental Term Loan Commitments)
the proceeds of which are used primarily to fund a Permitted Acquisition or other Acquisition not prohibited hereunder (including
repayment of Indebtedness of the Person acquired, or that is secured by the assets acquired, in such Permitted Acquisition or other
Acquisition) substantially concurrently upon the receipt thereof, the absence of an Event of Default (other than an Event of Default
specified in Section 11.01(b) or 11.01(c) or an Event of Default specified in Section 11.01(g) or 11.01(h) with respect to Borrower)
shall not constitute a condition to the effectiveness of such Incremental Term Loans (and any related Incremental Term Loan Commitments),
or the funding of such Incremental Term Loans, unless otherwise agreed by Borrower and the Lenders providing such Incremental Term
Loans or Incremental Commitments;


 


(iv)              
the representations and warranties set forth herein and in the other Credit Documents shall be true and correct in all material
respects on and as of such Incremental Effective Date as if made on and as of such date (except where such representations and
warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct
in all material respects as of such earlier date); provided that, any representation and warranty that is qualified as to
 “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects
on such dates; and provided, further, that, with respect to any Incremental Term Loans and related Incremental Term
Loan Commitments the proceeds of which are used primarily to fund a Permitted Acquisition or other Acquisition not prohibited hereunder
(including repayment of Indebtedness of the Person acquired, or that is secured by the assets acquired, in such Permitted Acquisition
or other Acquisition) substantially concurrently upon the receipt thereof, the only representations and warranties the making of
which shall be a condition to the effectiveness of such Incremental Term Loans and related Incremental Term Loan Commitments and
the funding of such Incremental Term Loans shall be (except as otherwise agreed by Borrower and the Lenders providing such Incremental
Term Loans or Incremental Commitments and set forth in the applicable Incremental Joinder Agreement) (x) the representations and
warranties set forth in Sections 8.01(a) (but only with respect to Credit Parties), 8.04(a)(i), 8.05 (but only as it relates to
the Credit Documents), 8.09, 8.11(b), 8.14 (but only as it relates to security interests that may be perfected solely through the
filing of UCC financing statements, filing of intellectual property security agreements with the United States Patent and Trademark
Office and United States Copyright Office and delivery of certificated securities collateral representing Equity Interests in United
States Persons), 8.17 and 8.27 and (y) the representations and warranties contained in the acquisition agreement relating to such
Permitted Acquisition or other Acquisition as are material to the interests of the Lenders, but only to the extent that Borrower
or any of its Affiliates have the right to terminate its or their obligations under such acquisition agreement as a result of a
breach of such representations and warranties in such acquisition agreement;


 


(v)             
in the case of any Incremental Revolving Commitments, New Term Loans, Incremental Term A Loans, Incremental Term B Loans
and Incremental Term B-1 Loans, Borrower shall be in compliance with the Financial Maintenance Covenants on a Pro Forma Basis as
of the most recent Calculation Date (provided that, for such purpose, (w) to the extent such Incremental Revolving Commitments
constitute Acquisition Incremental Revolving Commitments or that the proceeds of any such Incremental Term Loans (and related Incremental
Term Loan Commitments) are or are to be used primarily to fund a Permitted Acquisition or other Acquisition not prohibited hereunder
(including repayment of Indebtedness of the Person acquired, or that is secured by the assets acquired, in such Permitted Acquisition
or other Acquisition), such compliance may be, at the Borrower’s option, determined on a Pro Forma Basis as of the Calculation
Date immediately preceding (1) in the case of the PNK Acquisition, the First Amendment to A&R Credit Agreement Approval Date
giving effect to the modifications set forth in this Closing Amended Credit Agreement (as defined in the First Amendment to A&R
Credit Agreement) and (2) in all other cases, the date on which a binding contract with respect to such Permitted Acquisition or
other Acquisition is entered into between Borrower or a Restricted Subsidiary and the seller with respect thereto, and in each
case giving effect to such Acquisition Incremental Revolving Commitments (in accordance with clause (z) below) and Incremental
Term Loans (and related Incremental Term Loan Commitments) and such Permitted Acquisition or other Acquisition as if incurred and
consummated on the first day of the applicable period, (x) Consolidated Net Indebtedness shall not take into account any cash or
cash equivalents constituting proceeds of any Loans made under any Incremental Commitments to be provided on such date and any
Incremental Equivalent Debt to be incurred or issued on such date that may otherwise reduce the amount of Consolidated Net Indebtedness,
(y) Consolidated Net Indebtedness shall treat any Incremental Equivalent Debt as senior indebtedness, even if such Incremental
Equivalent Debt was issued or incurred on a junior basis to the Obligations, and (z) in the case of any Incremental Revolving Commitments
and Incremental Equivalent Debt consisting of revolving credit facilities, pro forma effect shall be given to any New Revolving
Loans, Incremental Revolving Loans and any loans under any Incremental Equivalent Debt consisting of a revolving credit facility,
in each case, to the extent actually made on such date (or in the case of any Acquisition Incremental Revolving Commitments or
Incremental Equivalent Debt consisting of a revolving credit facility, with respect to which the proceeds of any amounts drawn
thereunder on the closing date of such Permitted Acquisition or other Acquisition are reasonably expected to be used solely or
primarily to fund a Permitted Acquisition or other Acquisition not prohibited hereunder (including repayment of Indebtedness of
the Person acquired, or that is secured by the assets acquired, in such Permitted Acquisition or other Acquisition), to the extent
reasonably expected to be drawn on the closing date of such Permitted Acquisition or other Acquisition), but any proposed Incremental
Revolving Commitments or Incremental Equivalent Debt consisting of a revolving credit facility shall not otherwise be treated as
drawn);


 






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(vi)              
in order to receive an initial extension of credit under any Incremental Revolving Commitment (other than Acquisition Incremental
Revolving Commitments), Borrower shall be in compliance with the Financial Maintenance Covenants on a Pro Forma Basis as of the
most recent Calculation Date;


 


(vii)              
without the written consent of the Required Tranche Lenders with respect to any Tranches of then-existing Revolving Commitments
that have a maturity date after the proposed maturity date of any New Revolving Commitments, the final stated maturity of any New
Revolving Commitments shall not be earlier than the then-existing Final Maturity Date with respect to the then-existing Tranches
of Revolving Commitments;


 


(viii)              
without the written consent of (x) the Required Tranche Lenders with respect to any Tranches of then-existing Term Loans
that have a maturity date after the proposed maturity date of any New Term Loans, the final stated maturity of any New Term Loans
shall not be earlier than the then-existing Final Maturity Date with respect to any then-existing Tranche of Term Loans, and (y)
the Required Tranche Lenders with respect to any Tranches of then-existing Term Loans that have a Weighted Average Life to Maturity
that is longer than the proposed Weighted Average Life to Maturity of any New Term Loans, the Weighted Average Life to Maturity
of any New Term Loans shall be no shorter than the Weighted Average Life to Maturity of any then-existing Tranche of Term Loans
(without giving effect to the effect of prepayments made under any existing Tranche of Term Loans on amortization); provided
that (A) Borrower may establish one or more Tranches of New Term Loans such that the Weighted Average Life to Maturity of such
Tranche of New Term Loans may be shorter than the Weighted Average Life to Maturity of the then-existing Term B Facility Loans
and Term B-1 Facility Loans (but, for the avoidance of doubt, not any other Term Loans) (without giving effect to the effect of
prepayments made under any existing Tranche of Term Loans on amortization) and (B) the maturity date of such Tranche of New Term
Loans may be earlier than the maturity date of the then-existing Term B Facility Loans and Term B-1 Facility Loans (but, for the
avoidance of doubt, not any other Term Loans); it being understood that, subject to the foregoing, the amortization schedule applicable
to such New Term Loans shall be determined by Borrower and the lenders of such New Term Loans with appropriate adjustments to the
amortization schedules set forth on Annex C to address any such New Term Loans (and if New Term Loans are Incremental Term
A Loans, with appropriate adjustments to the amortization schedule applicable to Term A Loans, if such New Term Loans are Incremental
Term B Loans, with applicable adjustments to the amortization schedule applicable to Term B Loans, and if such New Term Loans are
Incremental Term B-1 Loans, with applicable adjustments to the amortization schedule applicable to Term B-1 Loans, in each case,
including such adjustments as are necessary to provide for the “fungibility” of such Incremental Term A Loans with
the existing Term A Loans or such Incremental Term B Loans with the existing Term B Loans or such Incremental Term B-1 Loans with
the existing Term B-1 Loans, as the case may be);


 






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(ix)              
the yields and interest rate margins and, except as set forth in clauses (vii) and (viii) of this Section 2.12(b), amortization
schedule, applicable to any New Revolving Commitments and New Term Loans shall be as determined by Borrower and the holders of
such Indebtedness;


 


(x)             
except as set forth in Section 2.12(a) and in clauses (i) – (ix) of this Section 2.12(b), the terms applicable to
any New Revolving Commitments and New Term Loans shall be consistent with those applicable to any then-existing Revolving Commitments
or Term Loans, as applicable; provided that, any applicable Incremental Joinder Agreement may provide for (x) any additional
or more or less restrictive covenants that are applicable only after the then-existing Final Maturity Date with respect to any
then-existing Term Loans or (y) any other terms that are reasonably satisfactory to Administrative Agent;


 


(xi)              
any Incremental Term A Loans, Incremental Term B Loans and Incremental Term B-1 Loans (and the corresponding Incremental
Term Loan Commitments) shall have terms identical to the terms of the existing Term Loans (and the existing Term Loan Commitments)
of the relevant Tranche hereunder; provided, however, that upfront fees or original issue discount may be paid to
Lenders providing such Incremental Term A Loans, Incremental Term B Loans or Incremental Term B-1 Loans as agreed by such Lenders
and Borrower, and the conditions applicable to the incurrence of such Incremental Term A Loans, Incremental Term B Loans and Incremental
Term B-1 Loans (and the corresponding Incremental Term Loan Commitments) shall be as provided in this Section 2.12; and


 


(xii)              
any Incremental Existing Tranche Revolving Commitments shall have terms identical to the terms of the existing Revolving
Commitments of the relevant Tranche hereunder; provided, however, that upfront fees may be paid to Lenders providing
such Incremental Existing Tranche Revolving Commitments as agreed by such Lenders and Borrower, and the conditions applicable to
the incurrence of such Incremental Existing Tranche Revolving Commitments shall be as provided in this Section 2.12.


 


Upon the effectiveness of any Incremental
Commitment pursuant to this Section 2.12, any Person providing an Incremental Commitment that was not a Lender hereunder immediately
prior to such time shall become a Lender hereunder. Administrative Agent shall promptly notify each Lender as to the effectiveness
of any Incremental Commitments, and (i) in the case of Incremental Revolving Commitments, the Total Revolving Commitments under,
and for all purpose of this Agreement, shall be increased by the aggregate amount of such Incremental Revolving Commitments, (ii) any
New Revolving Loans shall be deemed to be additional Revolving Loans hereunder, (iii) any Revolving Loans made under Incremental
Existing Tranche Revolving Commitments shall be deemed to be Revolving Loans of the relevant Tranche hereunder, (iv) any Incremental
Term A Loans (to the extent funded) shall be deemed to be Term A Facility Loans hereunder, (v) any Incremental Term B Loans (to
the extent funded) shall be deemed to be Term B Facility Loans hereunder (vi) any Incremental Term B-1 Loans (to the extent funded)
shall be deemed to be Term B-1 Facility Loans hereunder and (vii) any New Term Loans shall be deemed to be additional Term Loans
hereunder. Notwithstanding anything to the contrary contained herein, Borrower, Collateral Agent and Administrative Agent may (and
each of Collateral Agent and Administrative Agent are authorized by each other Secured Party to) execute such amendments and/or
amendments and restatements of any Credit Documents as may be necessary or advisable to effectuate the provisions of this Section
2.12. Such amendments may include provisions allowing any Incremental Term B Loans, Incremental Term B-1 Loans or New Term Loans
to be treated on the same basis as Term B Facility Loans or Term B-1 Facility Loans, as the case may be, in connection with declining
prepayments. In connection with the incurrence of any Incremental Term A Loans, Borrower shall be permitted to terminate any Interest
Period applicable to Term A Loans on the date such Incremental Term A Loans are incurred. In connection with the incurrence of
any Incremental Term B Loans or Incremental Term B-1 Loans, as the case may be, Borrower shall be permitted to terminate any Interest
Period applicable to Term B Loans or Term B-1 Loans, as the case may be, on the date such Incremental Term B Loans or Incremental
Term B-1 Loans, as the case may be, are incurred. In connection with the incurrence of any Incremental Existing Tranche Revolving
Commitments and related Revolving Loans, Borrower shall be permitted to terminate any Interest Period applicable to Revolving Loans
under the applicable existing Tranche of Revolving Commitments on the date such Revolving Loans are first incurred under such Incremental
Existing Tranche Revolving Commitments.


 






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(c)                
Terms of Incremental Commitments and Loans. The yield applicable to the Incremental Revolving Commitments and Incremental
Term Loans shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental
Joinder Agreement; provided, however, that in the case of any Incremental Term B Loans or New Term Loans issued within
twelve (12) months after the Closing Date, if the All-In Yield applicable to such Incremental Term B Loans or New Term Loans having
a final maturity date no earlier than the Term B Facility Maturity Date and a Weighted Average Life to Maturity no shorter than
the Term B Facility Loans is greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the
date of such calculation with respect to Term B Facility Loans, plus 50 basis points per annum, then the interest rate with
respect to the Term B Facility Loans shall be increased (pursuant to the applicable Incremental Joinder Agreement) so as to cause
the then applicable All-In Yield under this Agreement on the Term B Facility Loans to equal the All-In Yield then applicable to
the Incremental Term B Loans or New Term Loans having a final maturity date no earlier than the Term B Facility Maturity Date and
Weighted Average Life to Maturity no shorter than the Term B Facility Loans, minus 50 basis points; provided, further,
that in the case of any Incremental Term B Loans, Incremental Term B-1 Loans or New Term Loans issued within twelve (12) months
after the 2018 Incremental Joinder Agreement Effective Date, if the All-In Yield applicable to such Incremental Term B Loans, Incremental
Term B-1 Loans or New Term Loans having a final maturity date no earlier than the Term B-1 Facility Maturity Date and a Weighted
Average Life to Maturity no shorter than the Term B-1 Facility Loans is greater than the All-In Yield payable pursuant to the terms
of this Agreement as amended through the date of such calculation with respect to Term B-1 Facility Loans, plus 50 basis
points per annum, then the interest rate with respect to the Term B-1 Facility Loans shall be increased (pursuant to the applicable
Incremental Joinder Agreement) so as to cause the then applicable All-In Yield under this Agreement on the Term B-1 Facility Loans
to equal the All-In Yield then applicable to the Incremental Term B Loans, Incremental Term B-1 Loans or New Term Loans having
a final maturity date no earlier than the Term B-1 Facility Maturity Date and Weighted Average Life to Maturity no shorter than
the Term B-1 Facility Loans, minus 50 basis points.


 


(d)               
Adjustment of Revolving Loans. To the extent the Revolving Commitments of any Tranche are being increased on the
relevant Incremental Effective Date through Incremental Existing Tranche Revolving Commitments, then each of the Revolving Lenders
having a Revolving Commitment under such Tranche prior to such Incremental Effective Date (such Revolving Lenders the “Pre-Increase
Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring a new or additional Revolving
Commitment under such Tranche on the Incremental Effective Date (the “Post-Increase Revolving Lenders”), and
such Post-Increase Revolving Lenders shall purchase from each such Pre-Increase Revolving Lender, at the principal amount thereof,
such interests in the Revolving Loans and participation interests in L/C Liabilities and Swingline Loans (but not, for the avoidance
of doubt, the related Revolving Commitments) outstanding under such Tranche on such Incremental Effective Date as shall be necessary
in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests
in L/C Liabilities and Swingline Loans under such Tranche will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving
Lenders ratably in accordance with their Revolving Commitments under such Tranche after giving effect to such Incremental Revolving
Commitments (and after giving effect to any Revolving Loans made under such Tranche on the relevant Incremental Effective Date).
Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by Administrative Agent
and shall not be required to be effectuated in accordance with Section 13.05. For the avoidance of doubt, Revolving Loans and participation
interests in L/C Liabilities and Swingline Loans assigned or transferred and purchased (or re-allocated) pursuant to this Section
2.12(d) shall, upon receipt thereof by the relevant Post-Increase Revolving Lenders, be deemed to be Revolving Loans and participation
interests in L/C Liabilities and Swingline Loans in respect of the relevant new or additional Revolving Commitments of such Tranche
acquired by such Post-Increase Revolving Lenders on the relevant Incremental Effective Date and the terms of such Revolving Loans
and participation interests (including, without limitation, the interest rate and maturity applicable thereto) shall be adjusted
accordingly. In addition, the L/C Sublimit may be increased by an amount not to exceed the amount of any increase in Revolving
Commitments with the consent of the applicable L/C Lenders that agreed to provide Letters of Credit under such increase in the
L/C Sublimit and the holders of New Revolving Commitments or Incremental Existing Tranche Revolving Commitments providing such
increase in Revolving Commitments.


 


(e)                
Equal and Ratable Benefit. The Loans and Commitments established pursuant to this Section 2.12 shall constitute Loans
and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and
shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security
Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that
the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected
under the UCC or otherwise after giving effect to the establishment of any Incremental Commitments or the funding of Loans thereunder,
including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the
Administrative Agent.


 






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(f)                 
Incremental Joinder Agreements. An Incremental Joinder Agreement may, subject to Section 2.12(b), without the consent
of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or advisable,
in the reasonable opinion of Administrative Agent and Borrower, to effect the provisions of this Section 2.12 (including, without
limitation, (A) amendments to Section 2.04(b)(iv) and Section 2.09(b)(i) to permit reductions of Tranches of Revolving Commitments
(and prepayments of the related Revolving Loans) with an R/C Maturity Date prior to the R/C Maturity Date applicable to a Tranche
of New Revolving Commitments without a concurrent reduction of such Tranche of New Revolving Commitments and (B) such other technical
amendments as may be necessary or advisable, in the reasonable opinion of Administrative Agent and Borrower, to give effect to
the terms and provisions of any Incremental Commitments (and any Loans made in respect thereof)).


 


(g)               
Supersede. This Section 2.12 shall supersede any provisions in Section 13.04 to the contrary.


 


SECTION 2.13.         
Extensions of Loans and Commitments.


 


(a)                
Borrower may, at any time request that all or a portion of the Term Loans of any Tranche (an “Existing Term Loan
Tranche”) be modified to constitute another Tranche of Term Loans in order to extend the scheduled final maturity date
thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms
consistent with this Section 2.13. In order to establish any Extended Term Loans, Borrower shall provide a notice to Administrative
Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term
Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall
be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except
(i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization
shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margins with respect to the Extended Term Loans
may be higher or lower than the Applicable Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional
fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition
to or in lieu of any increased Applicable Margins contemplated by the preceding clause (A), in each case, to the extent provided
in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than
pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of
Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and
the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the
scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the
principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended
as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the Weighted Average
Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Term Loans of
such Existing Term Loan Tranche and (v) the covenants set forth in Section 10.08 may be modified in a manner acceptable to Borrower,
Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after
the Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each
Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any
inconsistent provisions set forth in Section 4.02, 4.07(b) or 13.04). Except as provided above, each Lender holding Extended Term
Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth
in Section 2.09(b) and 2.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing,
benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall
take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests
granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise
after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements
reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any
of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension
Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the
Existing Term Loan Tranche from which they were modified.


 






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(b)               
Borrower may, at any time request that all or a portion of the Revolving Commitments of any Tranche (an “Existing
Revolving Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified
to constitute another Tranche of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments
which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended
Revolving Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extended
Revolving Commitments, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each
of the Lenders of the applicable Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth
the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical to those applicable
to the Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) the scheduled termination
date of the Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall
be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the Applicable Margins with respect to the Extended
Revolving Loans may be higher or lower than the Applicable Margins for the Revolving Loans of such Existing Revolving Tranche and/or
(B) additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any
increased Applicable Margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension
Amendment, (iii) the Applicable Fee Percentage with respect to the Extended Revolving Commitments may be higher or lower than the
Applicable Fee Percentage for the Revolving Commitments of such Existing Revolving Tranche and (iv) the covenants set forth in
Section 10.08 may be modified in a manner acceptable to Borrower, Administrative Agent and the Lenders party to the applicable
Extension Amendment, such modifications to become effective only after the Final Maturity Date in effect immediately prior to giving
effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing
an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 4.02,
4.07(b) or 13.04). Except as provided above, each Lender holding Extended Revolving Commitments shall be entitled to all the benefits
afforded by this Agreement (including, without limitation, the provisions set forth in Sections 2.09(b) and 2.10(b) applicable
to existing Revolving Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably
from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably
required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents
continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension
of any Revolving Commitments, including, without limitation, the procurement of title insurance endorsements reasonably requested
by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Revolving Commitments
of any Existing Revolving Tranche modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request.
Any Extended Revolving Commitments of any Extension Tranche shall constitute a separate Tranche and Class of Revolving Commitments
from the Existing Revolving Tranche from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending
Lender are outstanding under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall
be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations)
in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments
of the Existing Revolving Tranche.


 


(c)                
Borrower shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders
under the Existing Tranche are requested to respond (or such shorter period as is agreed to by Administrative Agent in its sole
discretion). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans or Revolving
Commitments of the Existing Tranche subject to such Extension Request modified to constitute Extended Term Loans or Extended Revolving
Commitments, as applicable, shall notify Administrative Agent (an “Extension Election”) on or prior to the date
specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the Existing Tranche that it has
elected to modify to constitute Extended Term Loans or Extended Revolving Commitments, as applicable. In the event that the aggregate
amount of Term Loans or Revolving Commitments of the Existing Tranche subject to Extension Elections exceeds the amount of Extended
Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to the Extension Request, Term Loans or Revolving
Commitments subject to such Extension Elections shall be modified to constitute Extended Term Loans or Extended Revolving Commitments,
as applicable, on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension
Elections. Borrower shall have the right to withdraw any Extension Request upon written notice to Administrative Agent in the event
that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request is less
than the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to such Election Request.


 






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(d)               
Extended Term Loans or Extended Revolving Commitments, as applicable, shall be established pursuant to an amendment (an
 “Extension Amendment”) to this Agreement (which shall be substantially in the form of Exhibit Q
or Exhibit R to this Agreement, as applicable, or, in each case, such other form as is reasonably acceptable to Administrative
Agent). Each Extension Amendment shall be executed by Borrower, Administrative Agent and the Extending Lenders (it being understood
that such Extension Amendment shall not require the consent of any Lender other than (A) the Extending Lenders with respect to
the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby, (B) with respect to any extension
of the Revolving Commitments that results in an extension of an L/C Lender’s obligations with respect to Letters of Credit,
the consent of such L/C Lender and (C) with respect to any extension of the Revolving Commitments that results in an extension
of the Swingline Lender’s obligations with respect to Swingline Loans, the Swingline Lender). An Extension Amendment may,
subject to Sections 2.13(a) and (b), without the consent of any other Lenders, effect such amendments to this Agreement and
the other Credit Documents as may be necessary or advisable, in the reasonable opinion of Administrative Agent and Borrower, to
effect the provisions of this Section 2.13 (including, without limitation, (A) amendments to Section 2.04(b)(iv) and Section 2.09(b)(i)
to permit reductions of Tranches of Revolving Commitments (and prepayments of the related Revolving Loans) with an R/C Maturity
Date prior to the R/C Maturity Date applicable to a Tranche of Extended Revolving Commitments without a concurrent reduction of
such Tranche of Extended Revolving Commitments and (B) such other technical amendments as may be necessary or advisable, in the
reasonable opinion of Administrative Agent and Borrower, to give effect to the terms and provisions of any Extended Term Loans
or Extended Revolving Commitments, as applicable).


 


SECTION 2.14.         
Defaulting Lender Provisions.


 


(a)                
Notwithstanding anything to the contrary in this Agreement, if a Lender becomes, and during the period it remains, a Defaulting
Lender, the following provisions shall apply:


 


(i)             
the L/C Liabilities and the participations in outstanding Swingline Loan of such Defaulting Lender will, subject to the
limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender)
among the Non-Defaulting Lenders of the applicable Tranche pro rata in accordance with their respective Revolving Commitments
of the applicable Tranche; provided that (i) the sum of each Non-Defaulting Lender’s total Revolving Exposure may
not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and
each Non-Defaulting Lender’s Revolving Tranche Exposure may not in any event exceed the Revolving Commitment of such Tranche
of such Non-Defaulting Lender as in effect at the time of such reallocation, (ii) subject to Section 13.21, neither such reallocation
nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim Borrower, Administrative
Agent, any L/C Lender, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting
Lender to be a Non-Defaulting Lender and (iii) the conditions set forth in Section 7.02(a) are satisfied at the time of such reallocation
(and, unless Borrower shall have otherwise notified the Administrative Agent at such time, Borrower shall be deemed to have represented
and warranted that such conditions are satisfied at such time);


 


(ii)              
to the extent that any portion (the “un-reallocated portion”) of the Defaulting Lender’s L/C Liabilities
and participations in outstanding Swingline Loan cannot be so reallocated, whether by reason of the first proviso in clause (a)
above or otherwise, Borrower will, not later than three (3) Business Days after demand by Administrative Agent (at the direction
of any L/C Lender and/or the Swingline Lender, as the case may be), (i) Cash Collateralize the obligations of Borrower to the L/C
Lender and the Swingline Lender in respect of such L/C Liabilities or participations in outstanding Swingline Loans, as the case
may be, in an amount at least equal to the aggregate amount of the un-reallocated portion of such L/C Liabilities or participations
in any outstanding Swingline Loans, or (ii) in the case of such participations in any outstanding Swingline Loans, prepay (subject
to clause (c) below) and/or Cash Collateralize in full the un-reallocated portion thereof, or (iii) make other arrangements satisfactory
to Administrative Agent, and to the applicable L/C Lender and the Swingline Lender, as the case may be, in their sole discretion
to protect them against the risk of non-payment by such Defaulting Lender;


 






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(iii)              
Borrower shall not be required to pay any fees to such Defaulting Lender under Section 2.05(a); and


 


(iv)              
any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Article 11 or otherwise) or received by Administrative Agent
from a Defaulting Lender pursuant to Section 4.07 shall be applied at such time or times as may be determined by Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Lender or Swingline
Lender hereunder; third, if so determined by Administrative Agent or requested by the applicable L/C Lender or Swingline
Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter
of Credit or any Swingline Loan, as applicable; fourth, as Borrower may request (so long as no Default or Event of 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, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and Borrower,
to be held in a non-interest bearing deposit account and released pro rata 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 L/C Lenders or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, any L/C Lender 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 or Event of Default exists, to the payment
of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by 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 Liabilities 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 7.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of,
and L/C Liabilities 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 Liabilities owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section
2.14(a)(iv) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(b)               
Cure. If Borrower, Administrative Agent, each L/C Lender and the Swingline Lender agree in writing in their discretion
that a Lender is no longer a Defaulting Lender, 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
amounts then held in the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable,
purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as Administrative Agent
may determine to be necessary to cause the Revolving Exposure, L/C Liabilities and participations in any outstanding Swingline
Loans of the Lenders to be on a pro rata basis in accordance with their respective Commitments of the applicable Tranches,
whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender
will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made
retroactively with respect to fees accrued or payments made by or on behalf of Borrower while such Lender was a Defaulting Lender;
and provided, further, that no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a
waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all
Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.


 






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(c)                
Certain Fees. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender,
such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to Section 2.05 or Section 2.03(h)
(without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees); provided that (i) to the extent
that all or a portion of the L/C Liability or the participations in outstanding Swingline Loans of such Defaulting Lender is reallocated
to the Non-Defaulting Lenders pursuant to Section 2.14, such fees that would have accrued for the benefit of such Defaulting Lender
will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their
respective Commitments, and (ii) to the extent that all or any portion of such L/C Liability or participations in any outstanding
Swingline Loans cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the applicable L/C
Lender and the Swingline Lender, as applicable, except to the extent of any un-reallocated portion that is Cash Collateralized
or otherwise backstopped (with a letter of credit on customary terms) to the Administrative Agent’s and applicable L/C Lender’s
reasonable satisfaction (and the pro rata payment provisions of Section 4.02 will automatically be deemed adjusted to reflect
the provisions of this Section 2.14(c)).


 


SECTION 2.15.         
Refinancing Amendments.


 


(a)                
At any time after the Closing Date, Borrower may obtain Credit Agreement Refinancing Indebtedness in respect of all or any
portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which
for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans, Incremental Term Loans, Other
Revolving Commitments (and related Other Revolving Loans) or Incremental Revolving Commitments (and related Incremental Revolving
Loans)), in the form of Other Term Loans, Other Term Loan Commitments, Other Revolving Loans or Other Revolving Commitments pursuant
to a Refinancing Amendment. Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) shall be
in an aggregate principal amount that is (x) not less than $5.0 million and (y) an integral multiple of $1.0 million in excess
thereof.


 


(b)               
The effectiveness of any such Credit Agreement Refinancing Indebtedness shall be subject solely to the satisfaction of the
following conditions to the reasonable satisfaction of Administrative Agent: (i) any Credit Agreement Refinancing Indebtedness
in respect of Revolving Commitments will have a maturity date that is not prior to the maturity date of the Revolving Loans (or
unused Revolving Commitments) being refinanced; (ii) any Credit Agreement Refinancing Indebtedness in respect of Term Loans will
have a maturity date that is not prior to the maturity date of, and a Weighted Average Life to Maturity that is not shorter than
the Weighted Average Life to Maturity of, the Term Loans being refinanced (determined without giving effect to the impact of prepayments
on amortization of Term Loans being refinanced); (iii) the aggregate principal amount of any Credit Agreement Refinancing Indebtedness
shall not exceed the principal amount so refinanced, plus, accrued interest, plus, any premium or other payment required
to be paid in connection with such refinancing, plus, the amount of reasonable and customary fees and expenses of Borrower
or any of its Restricted Subsidiaries incurred in connection with such refinancing, plus, any unutilized commitments thereunder;
(iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent and the Lenders of customary
legal opinions and other documents; (v) to the extent reasonably requested by the Administrative Agent, execution of amendments
to the Mortgages by the applicable Credit Parties and Collateral Agent, in form and substance reasonably satisfactory to the Administrative
Agent and the Collateral Agent; (vi) to the extent reasonably requested by the Administrative Agent, delivery to the Administrative
Agent of title insurance endorsements reasonably satisfactory to the Administrative Agent; and (vii) execution of a Refinancing
Amendment by the Credit Parties, Administrative Agent and Lenders providing such Credit Agreement Refinancing Indebtedness.


 


(c)                
The Loans and Commitments established pursuant to this Section 2.15 shall constitute Loans and Commitments under, and shall
be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing,
benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall
take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests
granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise
after giving effect to the applicable Refinancing Amendment.


 






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(d)               
Upon the effectiveness of any Refinancing Amendment pursuant to this Section 2.15, any Person providing the corresponding
Credit Agreement Refinancing Indebtedness that was not a Lender hereunder immediately prior to such time shall become a Lender
hereunder. Administrative Agent shall promptly notify each Lender as to the effectiveness of such Refinancing Amendment, and (i)
in the case any Other Revolving Commitments resulting from such Refinancing Amendment, the Total Revolving Commitments under, and
for all purpose of this Agreement, shall be increased by the aggregate amount of such Other Revolving Commitments (net of any existing
Revolving Commitments being refinanced by such Refinancing Amendment), (ii) any Other Revolving Commitments and Other Revolving
Loans resulting from such Refinancing Amendment shall be deemed to be additional Revolving Commitments and Revolving Loans hereunder,
(iii) any Other Term Loans resulting from such Refinancing Amendment shall be deemed to be Term Loans hereunder (to the extent
funded) and (iv) any Other Term Loan Commitments resulting from such Refinancing Amendment shall be deemed to be Term Loan Commitments
hereunder. Notwithstanding anything to the contrary contained herein, Borrower, Collateral Agent and Administrative Agent may (and
each of Collateral Agent and Administrative Agent are authorized by each other Secured Party to) execute such amendments and/or
amendments and restatements of any Credit Documents as may be necessary or advisable to effectuate the provisions of this Section
2.15. Such amendments may include provisions allowing any Other Term Loans to be treated on the same basis as Term B Facility Loans
in connection with declining prepayments.


 


(e)                
Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall
be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing
Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as
Other Term Loans, Other Term Loan Commitments, Other Revolving Loans and/or Other Revolving Commitments). Any Refinancing Amendment
may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be
necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to effect the provisions of this Section
2.15. This Section 2.15 shall supersede any provisions in Section 4.02, 4.07(b) or 13.04 to the contrary.


 


SECTION 2.16.         
Cash Collateral.


 


(a)                
Certain Credit Support Events. Without limiting any other requirements herein to provide Cash Collateral, if (i) any
L/C Lender has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an extension
of credit hereunder which has not been refinanced as a Revolving Loan or reimbursed, in each case, in accordance with Section 2.03(d)
or (ii) Borrower shall be required to provide Cash Collateral pursuant to Section 11.01, Borrower shall, within one (1) Business
Day (in the case of clause (i) above) or immediately (in the case of clause (ii) above) following any request by the Administrative
Agent or the applicable L/C Lender, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount.


 


(b)               
Grant of Security Interest. Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender,
hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C
Lenders and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all
balances therein, and all other property so provided as Cash Collateral pursuant hereto, and in all proceeds of the foregoing,
all as security for the obligations to which such Cash Collateral (including Cash Collateral provided in accordance with Sections
2.01(f), 2.03, 2.10(c), 2.10(f), 2.14, 2.16 or 11.01) may be applied pursuant to Section 2.16(c). If at any time the Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person prior to the right or claim of the Administrative
Agent or the L/C Lenders and the Lenders as herein provided, or that the total amount of such Cash Collateral is less than the
Minimum Collateral Amount, Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative
Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral
provided by any Defaulting Lenders). All Cash Collateral (other than credit support not constituting funds subject to deposit)
shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent or as otherwise agreed to by
the Administrative Agent. Borrower shall pay on demand therefor from time to time all customary account opening, activity and other
administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral in accordance with the account
agreement governing such deposit account.


 


(c)                
Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under
any of this Section 2.16 or Sections 2.01(f), 2.03, 2.10(c), 2.10(f), 2.14 or 11.01 in respect of Letters of Credit shall
be held and applied to the satisfaction of the specific L/C Liabilities, obligations to fund participations therein (including,
as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation), participations in Swingline Loans
and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise
be provided for herein.


 






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(d)               
Release. Cash Collateral (or the appropriate portion thereof) provided to reduce un-reallocated portions or to secure
other obligations shall, so long as no Event of Default then exists, be released promptly following (i) the elimination of
the applicable un-reallocated portion or other obligations giving rise thereto (including by the termination of Defaulting Lender
status of the applicable Lender (or, as appropriate, the assignment of such Defaulting Lender’s Loans and Commitments to
a Replacement Lender)) or (ii) the determination by the Administrative Agent and the L/C Lenders that there exists excess
Cash Collateral (which, in any event, shall exist at any time that the aggregate amount of Cash Collateral exceeds the Minimum
Collateral Amount); provided, however, (x) any such release shall be without prejudice to, and any disbursement
or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Credit Documents and the
other applicable provisions of the Credit Documents, and (y) Borrower and the L/C Lender may agree that Cash Collateral shall not
be released but instead held to support future anticipated un-reallocated portions or other obligations.


 


ARTICLE III.



PAYMENTS OF PRINCIPAL AND INTEREST


 


SECTION 3.01.         
Repayment of Loans.


 


(a)                
Revolving Loans and Swingline Loans. Borrower hereby promises to pay (i) to Administrative Agent for the account
of each applicable Revolving Lender on each R/C Maturity Date, the entire outstanding principal amount of such Revolving Lender’s
Revolving Loans of the applicable Tranche, and each such Revolving Loan shall mature on the R/C Maturity Date applicable to such
Tranche and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of first R/C Maturity
Date after such Swingline Loan is made and the first date after such Swingline Loan is made that is the 15th or last day of a calendar
month and is at least two Business Days after such Swingline Loan is made; provided, however, that on each date that
a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested.


 


(b)               
Term A Facility Loans. Borrower hereby promises to pay to Administrative Agent for the account of the Lenders with
Term A Facility Loans in repayment of the principal of the Term A Facility Loans, on each date set forth on Annex C, that
principal amount of the Term A Facility Loans, to the extent then outstanding, as is set forth opposite such date (subject to adjustment
for any prepayments made under Section 2.09 or Section 2.10 or Section 2.11(b) or Section 13.04(b)(B) or as provided in Section
2.12, in Section 2.13 or in Section 2.15), and the remaining principal amount of such Term A Facility Loans on the Term A Facility
Maturity Date.


 


(c)                
Term B Facility Loans. Borrower hereby promises to pay to Administrative Agent for the account of the Lenders with
Term B Facility Loans in repayment of the principal of the Term B Facility Loans, (i) on the last Business Day of each fiscal quarter
(commencing with the first full fiscal quarter following the Closing Date), an aggregate amount equal to 0.25% of the aggregate
principal amount of all Term B Facility Loans outstanding on the Closing Date (subject to adjustment for any prepayments made under
Section 2.09 or Section 2.10 or Section 2.11(b) or Section 13.04(b)(B) or as provided in Section 2.12, in Section 2.13 or in Section
2.15) and (ii) the remaining principal amount of Term B Facility Loans on the Term B Facility Maturity Date.


 


(d)               
Term B-1 Facility Loans. Borrower hereby promises to pay to Administrative Agent for the account of the Lenders with
Term B-1 Facility Loans in repayment of the principal of the Term B-1 Facility Loans, (i) on the last Business Day of each fiscal
quarter (commencing with the first full fiscal quarter following the 2018 Incremental Joinder Agreement Effective Date), an aggregate
amount equal to 0.25% of the aggregate principal amount of all Term B-1 Facility Loans outstanding on the 2018 Incremental Joinder
Agreement Effective Date (subject to adjustment for any prepayments made under Section 2.09 or Section 2.10 or Section 2.11(b)
or Section 13.04(b)(B) or as provided in Section 2.12, in Section 2.13 or in Section 2.15) and (ii) the remaining principal amount
of Term B-1 Facility Loans on the Term B-1 Facility Maturity Date.


 






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(e)                
New Term Loans; Extended Term Loans; Other Term Loans. New Term Loans shall mature in installments as specified in
the related Incremental Joinder Agreement pursuant to which such New Term Loans were made, subject, however, to Section 2.12(b).
Extended Term Loans shall mature in installments as specified in the applicable Extension Amendment pursuant to which such Extended
Term Loans were established, subject, however, to Section 2.13(a). Other Term Loans shall mature in installments as specified in
the applicable Refinancing Amendment pursuant to which such Other Term Loans were established, subject, however, to Section 2.15(a).


 


SECTION 3.02.         
Interest.


 


(a)                
Borrower hereby promises to pay to Administrative Agent for the account of each Lender interest on the unpaid principal
amount of each Loan made or maintained by such Lender to Borrower for the period from and including the date of such Loan to but
excluding the date such Loan shall be paid in full at the following rates per annum:


 


(i)             
during such periods as such Loan (including each Swingline Loan) is an ABR Loan, the Alternate Base Rate (as in effect from
time to time), plus the Applicable Margin applicable to such Loan, and


 


(ii)              
during such periods as such Loan is a LIBOR Loan, for each Interest Period relating thereto, the LIBO Rate for such Loan
for such Interest Period, plus the Applicable Margin applicable to such Loan.


 


(b)               
To the extent permitted by Law, (i) upon the occurrence and during the continuance of an Event of Default (other than Events
of Default under Sections 11.01(g) or 11.01(h)), overdue principal and overdue interest in respect of each Loan and all other Obligations
not paid when due and (ii) upon the occurrence and during the continuance of an Event of Default under Section 11.01(g) or Section
11.01(h), all Obligations shall, in each case, automatically and without any action by any Person, bear interest at the Default
Rate. Interest which accrues under this paragraph shall be payable on demand.


 


(c)                
Accrued interest on each Loan shall be payable (i) in the case of each ABR Loan (including Swingline Loans), (x) quarterly
in arrears on each Quarterly Date, (y) on the date of any repayment or prepayment in full of all outstanding ABR Loans of any Tranche
of Loans (or of any Swingline Loan) (but only on the principal amount so repaid or prepaid), and (z) at maturity (whether by acceleration
or otherwise) and, after such maturity, on demand, and (ii) in the case of each LIBOR Loan, (x) on the last day of each Interest
Period applicable thereto and, if such Interest Period is longer than three months, on each date occurring at three-month intervals
after the first day of such Interest Period, (y) on the date of any repayment or prepayment thereof or the conversion of such Loan
to a Loan of another Type (but only on the principal amount so paid, prepaid or converted) and (z) at maturity (whether by acceleration
or otherwise) and, after such maturity, on demand. Promptly after the determination of any interest rate provided for herein or
any change therein, Administrative Agent shall give notice thereof to the Lenders to which such interest is payable and to Borrower.


 


ARTICLE IV.



PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.


 


SECTION 4.01.         
Payments.


 


(a)                
All payments of principal, interest, Reimbursement Obligations and other amounts to be made by Borrower under this Agreement
and the Notes, and, except to the extent otherwise provided herein and therein, all payments to be made by the Credit Parties under
any other Credit Document, shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim,
to Administrative Agent at its account at the Principal Office, not later than 2:00 p.m., New York time, on the date on which such
payment shall become due (each such payment made after such time on such due date may, at the discretion of Administrative Agent,
be deemed to have been made on the next succeeding Business Day). Administrative Agent shall distribute any such payments received
by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.


 


(b)               
Borrower shall, at the time of making each payment under this Agreement or any Note for the account of any Lender, specify
(in accordance with Sections 2.09 and 2.10, if applicable) to Administrative Agent (which shall so notify the intended recipient(s)
thereof) or, in the case of Swingline Loans, to the Swingline Lender, the Class and Type of Loans, Reimbursement Obligations or
other amounts payable by Borrower hereunder to which such payment is to be applied.


 






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(c)                
Except to the extent otherwise provided in the third sentence of Section 2.03(h), each payment received by Administrative
Agent or by any L/C Lender (directly or through Administrative Agent) under this Agreement or any Note for the account of any Lender
shall be paid by Administrative Agent or by such L/C Lender (through Administrative Agent), as the case may be, to such Lender,
in immediately available funds, (x) if the payment was actually received by Administrative Agent or by such L/C Lender (directly
or through Administrative Agent), as the case may be, prior to 12:00 p.m. (Noon), New York time on any day, on such day and (y)
if the payment was actually received by Administrative Agent or by such L/C Lender (directly or through Administrative Agent),
as the case may be, after 12:00 p.m. (Noon), New York time, on any day, by 1:00 p.m., New York time, on the following Business
Day (it being understood that to the extent that any such payment is not made in full by Administrative Agent or by such L/C Lender
(through Administrative Agent), as the case may be, Administrative Agent or such Lender (through Administrative Agent), as applicable,
shall pay to such Lender, upon demand, interest at the Federal Funds Rate from the date such amount was required to be paid to
such Lender pursuant to the foregoing clauses until the date Administrative Agent or such L/C Lender (through Administrative Agent),
as applicable, pays such Lender the full amount).


 


(d)               
If the due date of any payment under this Agreement or any Note would otherwise fall on a day that is not a Business Day,
such date shall be extended to the next succeeding Business Day, and interest shall be payable for any principal so extended for
the period of such extension at the rate then borne by such principal.


 


SECTION 4.02.         
Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans of a particular
Class from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees under Section
2.05 in respect of Commitments of a particular Class shall be made for account of the relevant Lenders, and each termination or
reduction of the amount of the Commitments of a particular Class under Section 2.04 shall be applied to the respective Commitments
of such Class of the relevant Lenders pro rata according to the amounts of their respective Commitments of such Class; (b) except
as otherwise provided in Section 5.04, LIBOR Loans of any Class having the same Interest Period shall be allocated pro rata
among the relevant Lenders according to the amounts of their respective Revolving Commitments and Term Loan Commitments (in the
case of the making of Loans) or their respective Revolving Loans and Term Loans (in the case of conversions and continuations of
Loans); (c) except as otherwise provided in Section 2.09(b), Section 2.10(b), Section 2.12, Section 2.13, Section 2.14, Section
2.15, Section 13.04 or Section 13.05(d), each payment or prepayment of principal of any Class of Revolving Loans or of any particular
Class of Term Loans shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid
outstanding principal amounts of the Loans of such Class held by them; and (d) except as otherwise provided in Section 2.09(b),
Section 2.10(b), Section 2.12, Section 2.13, Section 2.14, Section 2.15, Section 13.04 or Section 13.05(d), each payment of interest
on Revolving Loans and Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the amounts
of interest on such Loans then due and payable to the respective Lenders.


 


SECTION 4.03.         
Computations. Interest on LIBOR Loans, commitment fees and Letter of Credit fees shall be computed on the basis of a
year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which
such amounts are payable and interest on ABR Loans and Reimbursement Obligations shall be computed on the basis of a year of 365
or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day) occurring in the
period for which such amounts are payable.


 


SECTION 4.04.         
Minimum Amounts. Except for mandatory prepayments made pursuant to Section 2.10 and conversions or prepayments made
pursuant to Section 5.04, and Borrowings made to pay Reimbursement Obligations, each Borrowing, conversion and partial prepayment
of principal of Loans shall be in an amount at least equal to (a) in the case of Term Loans, $5.0 million with respect to ABR Loans
and $5.0 million with respect to LIBOR Loans and in multiples of $100,000 in excess thereof or, if less, the remaining Term Loans
and (b) in the case of Revolving Loans and Swingline Loans, $2.5 million with respect to ABR Loans and $2.5 million with respect
to LIBOR Loans and in multiples of $100,000 in excess thereof (borrowings, conversions or prepayments of or into Loans of different
Types or, in the case of LIBOR Loans, having different Interest Periods at the same time hereunder to be deemed separate borrowings,
conversions and prepayments for purposes of the foregoing, one for each Type or Interest Period) or, if less, the remaining Revolving
Loans. Anything in this Agreement to the contrary notwithstanding, the aggregate principal amount of LIBOR Loans having the same
Interest Period shall be in an amount at least equal to $1.0 million and in multiples of $100,000 in excess thereof and, if any
LIBOR Loans or portions thereof would otherwise be in a lesser principal amount for any period, such Loans or portions, as the
case may be, shall be ABR Loans during such period.


 






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SECTION 4.05.         
Certain Notices. Notices by Borrower to Administrative Agent (or, in the case of repayment of the Swingline Loans, to
the Swingline Lender) of terminations or reductions of the Commitments, of Borrowings, conversions, continuations and optional
prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall be irrevocable and
shall be effective only if received by Administrative Agent (or, in the case of Swingline Loans, the Swingline Lender) by telephone
not later than 1:00 p.m., New York time (promptly followed by written notice (which in the case of a Borrowing, conversion or continuation
shall be via a Notice of Borrowing or Notice of Continuation/Conversion, as applicable)), on at least the number of Business Days
prior to the date of the relevant termination, reduction, Borrowing, conversion, continuation or prepayment or the first day of
such Interest Period specified in the table below (unless otherwise agreed to by Administrative Agent in its sole discretion),
provided that Borrower may make any such notice conditional upon the occurrence of another transaction, including, without
limitation, a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests (in which case,
such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the date specified in such notice)).


 


NOTICE PERIODS


 


	Notice  	 	Number of
 Business Days Prior  
	Termination or reduction of Commitments	 	3
	Borrowing or optional prepayment of, or conversions into, ABR Loans	 	1
	Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBOR Loans	 	
3
	Borrowing or repayment of Swingline Loans	 	same day



 


Each such notice of
termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each such notice
of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid
and the amount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of
borrowing, conversion, continuation or prepayment (which shall be a Business Day). Each such notice of the duration of an Interest
Period shall specify the Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders
of the contents of each such notice. In the event that Borrower fails to select the Type of Loan within the time period and otherwise
as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically converted into an ABR Loan on
the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then
outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loans but
fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this
Section 4.05, such LIBOR Loan shall have an Interest Period of one month.


 






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SECTION 4.06.         
Non-Receipt of Funds by Administrative Agent.


 


(a)                
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of
LIBOR Loans (or, in the case of any Borrowing of ABR Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender
will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing
of ABR Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02)
and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not
in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and Borrower
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds
with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the
date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Federal Funds
Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the
foregoing, and (B) in the case of a payment to be made by Borrower, the interest rate applicable to ABR Loans. If Borrower
and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent
shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of
the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included
in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall
have failed to make such payment to the Administrative Agent.


 


(b)               
Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to
the Administrative Agent for the account of the Lenders or the L/C Lenders hereunder that Borrower will not make such payment,
the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the Lenders or the L/C Lenders, as the case may be, the amount due. In such event, if Borrower
has not in fact made such payment, then each of the Lenders or the L/C Lenders, as the case may be, severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such Lender or L/C 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 Federal Funds Rate. A notice of the Administrative Agent to any Lender or Borrower with respect
to any amount owing under this subsection (b) shall be conclusive, absent manifest error.


 


SECTION 4.07.         
Right of Setoff, Sharing of Payments; Etc.


 


(a)                
If any Event of Default shall have occurred and be continuing, each Credit Party agrees that, in addition to (and without
limitation of) any right of setoff, banker’s lien or counterclaim a Lender may otherwise have, each Lender shall be entitled,
at its option (to the fullest extent permitted by law), subject to obtaining the prior written consent of the Administrative Agent
to set off and apply any deposit (general or special, time or demand, provisional or final), or other indebtedness, held by it
for the credit or account of such Credit Party at any of its offices, in Dollars or in any other currency, against any principal
of or interest on any of such Lender’s Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder
that is not paid when due (regardless of whether such deposit or other indebtedness is then due to such Credit Party), in which
case it shall promptly notify such Credit Party thereof; provided, however, that such Lender’s failure to give
such notice shall not affect the validity thereof; and provided further that no such right of setoff, banker’s lien
or counterclaim shall apply to any funds held for further distribution to any Governmental Authority.


 


(b)               
Each of the Lenders agrees that, if it should receive (other than pursuant to Section 2.09(b), Section 2.10(b), Section
2.11, Section 2.12, Section 2.13, Section 2.15, Article V, Section 13.04 or Section 13.05(d) or as otherwise specifically provided
herein) any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff
or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents (including
any guarantee), or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans, Reimbursement
Obligations or fees, the sum of which with respect to the related sum or sums received by other Lenders is in a greater proportion
than the total of such amounts then owed and due to such Lender bears to the total of such amounts then owed and due to all of
the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse
or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount
as shall result in a proportional participation by all of the Lenders in such amount; provided, however, that if
all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest. Borrower consents to the foregoing arrangements.


 






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(c)                
Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to
exercise, and retain the benefits of exercising, any such right with respect to any other Indebtedness or obligation of any Credit
Party. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff
to which this Section 4.07 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured
claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to share in the benefits of any recovery
on such secured claim.


 


(d)               
Notwithstanding anything to the contrary contained in this Section 4.07, in the event that any Defaulting Lender exercises
any right of setoff, (i) all amounts so set off will be paid over immediately to Administrative Agent for further application in
accordance with the provisions of Section 2.14 and, pending such payment, will be segregated by such Defaulting Lender from its
other funds and deemed held in trust for the benefit of Administrative Agent, each L/C Lender, the Swingline Lender and the Lenders
and (ii) the Defaulting Lender will provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff.


 


ARTICLE V.


 


YIELD PROTECTION,
ETC.


 


SECTION 5.01.         
Additional Costs.


 


(a)                
If any Change in Law shall:


 


(i)             
subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit or any
Lender’s participation therein, any L/C Document or any Loan made by it or change the basis of taxation of payments to such
Lender in respect thereof by any Governmental Authority (except for any reserve requirement reflected in Covered Taxes or Excluded
Taxes);


 


(ii)              
impose, modify or hold applicable any reserve, special deposit, compulsory loan, insurance charge 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, in each case, that is not otherwise included in the determination
of the LIBO Rate hereunder; or


 


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


 


and the result of any of the foregoing
is to materially increase the cost to such Lender or L/C Lender of making, converting into, continuing or maintaining LIBOR Loans
(or of maintaining its obligation to make any LIBOR Loans) or issuing, maintaining or participating in Letters of Credit (or maintaining
its obligation to participate in or to issue any Letter of Credit), then, in any such case, Borrower shall, within 10 days of written
demand therefor, pay such Lender or L/C Lender any additional amounts necessary to compensate such Lender or L/C Lender for such
increased cost. If any Lender or L/C Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall
promptly notify Borrower, through Administrative Agent, of the event by reason of which it has become so entitled.


 


(b)               
A certificate as to any additional amounts setting forth the calculation of such additional amounts pursuant to this Section
5.01 submitted by such Lender or L/C Lender, through Administrative Agent, to Borrower shall be conclusive in the absence of clearly
demonstrable error. Without limiting the survival of any other covenant hereunder, this Section 5.01 shall survive the termination
of this Agreement and the payment of the Notes and all other Obligations payable hereunder.


 


(c)                
In the event that any Lender shall have determined that any Change in Law affecting such Lender or any Lending Office of
such Lender or the Lender’s holding company with regard to capital or liquidity requirements, does or shall have the effect
of reducing the rate of return on such Lender’s or such holding company’s capital as a consequence of its obligations
hereunder, the Commitments of such Lender, the Loans made by, or participations in Letters of Credit and Swingline Loans held by
such Lender, or the Letters of Credit issued by such L/C Lender, to a level below that which such Lender or such holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy), then from time to time, after submission by such Lender or Borrower
(with a copy to Administrative Agent) of a written request therefor (setting forth in reasonable detail the amount payable to the
affected Lender and the basis for such request), Borrower shall promptly pay to such Lender such additional amount or amounts as
will compensate such Lender for such reduction.


 






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(d)               
Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities
or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”),
additional interest on the unpaid principal amount of each LIBOR Loan equal to the actual costs of such reserves allocated to such
Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and
payable on each date on which interest is payable on such Loan; provided Borrower shall have received at least 10 days’
prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. Subject to Section 5.01(e),
if a Lender fails to give notice 10 days prior to the relevant interest payment date, such additional interest shall be due and
payable 10 days from receipt of such notice.


 


(e)                
Failure or delay on the part of any Lender to demand compensation pursuant to this Section 5.01 shall not constitute a waiver
of such Lender’s right to demand such compensation; provided, however, that Borrower shall not be required
to compensate a Lender pursuant to this Section 5.01 for any increased costs or reductions or reserves incurred more than ninety
(90) days prior to the date that such Lender notifies Borrower of the change in law giving rise to such increased costs incurred
or reductions suffered or reserves required and of such Lender’s intention to claim compensation therefor; provided,
further, that if the Change in Law giving rise to such increased costs or reductions or reserves is retroactive, then the
90-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


SECTION 5.02.         
Inability To Determine Interest Rate. If prior to the first day of any Interest Period: (a) Administrative Agent shall
have determined (which determination shall be conclusive and binding upon Borrower) that, by reason of circumstances affecting
the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period or (b)
Administrative Agent shall have received notice from the Required Lenders that Dollar deposits are not available in the relevant
amount and for the relevant Interest Period available to the Required Lenders in the London interbank market or (c) the Required
Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately
and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative
Agent shall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such
notice is given, (x) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans,
(y) any Loans that were to have been converted on the first day of such Interest Period to LIBOR Loans shall be converted to, or
continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to ABR
Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees to do if the circumstances
giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have
the right to convert Loans to, LIBOR Loans.


 


Notwithstanding the
foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and the affected
Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall
apply with respect to the Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until
(1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans (which the Administrative Agent agrees
to do if the circumstances giving rise to Impacted Loans cease to exist), (2) the Administrative Agent or the Required Lenders
notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost
to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose
interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such
rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing
and provides the Administrative Agent and Borrower written notice thereof.


 






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SECTION 5.03.         
Illegality. Notwithstanding any other provision of this Agreement, in the event that any change after the date hereof
in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender or its Applicable
Lending Office to honor its obligation to make or maintain LIBOR Loans or issue Letters of Credit hereunder (and, in the sole opinion
of such Lender, the designation of a different Applicable Lending Office would either not avoid such unlawfulness or would be disadvantageous
to such Lender), then such Lender shall promptly notify Borrower thereof (with a copy to Administrative Agent) and such Lender’s
obligation to make or continue, or to convert Loans of any other Type into, LIBOR Loans or issue Letters of Credit shall be suspended
until such time as such Lender or L/C Lender may again make and maintain LIBOR Loans or issue Letters of Credit (in which case
the provisions of Section 5.04 shall be applicable).


 


SECTION 5.04.         
Treatment of Affected Loans. If the obligation of any Lender to make LIBOR Loans or to continue, or to convert ABR Loans
into, LIBOR Loans shall be suspended pursuant to Section 5.03, such Lender’s LIBOR Loans shall be automatically converted
into ABR Loans on the last day(s) of the then current Interest Period(s) for such LIBOR Loans (or on such earlier date as such
Lender may specify to Borrower with a copy to Administrative Agent as is required by law) and, unless and until such Lender gives
notice as provided below that the circumstances specified in Section 5.03 which gave rise to such conversion no longer exist:


 


(i)             
to the extent that such Lender’s LIBOR Loans have been so converted, all payments and prepayments of principal which
would otherwise be applied to such Lender’s LIBOR Loans shall be applied instead to its ABR Loans; and


 


(ii)              
all Loans which would otherwise be made or continued by such Lender as LIBOR Loans shall be made or continued instead as
ABR Loans and all ABR Loans of such Lender which would otherwise be converted into LIBOR Loans shall remain as ABR Loans.


 


If such Lender gives notice to Borrower
with a copy to Administrative Agent that the circumstances specified in Section 5.03 which gave rise to the conversion of such
Lender’s LIBOR Loans pursuant to this Section 5.04 no longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when LIBOR Loans are outstanding, such Lender’s ABR Loans shall be automatically converted, on
the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary so that, after
giving effect thereto, all Loans held by the Lenders holding LIBOR Loans and by such Lender are held pro rata (as to principal
amounts, Types and Interest Periods) in accordance with their respective Commitments.


 


SECTION 5.05.         
Compensation.


 


(a)                
Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense (excluding any loss of
profits or margin) which such Lender may sustain or incur as a consequence of (1) default by Borrower in payment when due
of the principal amount of or interest on any LIBOR Loan, (2) default by Borrower in making a borrowing of, conversion into or
continuation of LIBOR Loans after Borrower has given a notice requesting the same in accordance with the provisions of this Agreement,
(3) Borrower making any prepayment other than on the date specified in the relevant prepayment notice, or (4) the conversion
or the making of a payment or a prepayment (including any repayments or prepayments made pursuant to Sections 2.09 or 2.10
or as a result of an acceleration of Loans pursuant to Section 11.01 or as a result of the replacement of a Lender pursuant
to Section 2.11 or 13.04(b)) of LIBOR Loans on a day which is not the last day of an Interest Period with respect thereto,
including in each case, any such loss (excluding any loss of profits or margin) or expense arising from the reemployment of funds
obtained by it or from fees payable to terminate the deposits from which such funds were obtained; provided that no such
amounts under this Section 5.05(a) shall be payable by Borrower in connection with any termination in accordance with Section 2.12(b)
of any Interest Period of one month or shorter.


 


(b)               
For the purpose of calculation of all amounts payable to a Lender under this Section 5.05 each Lender shall be deemed to
have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the LIBO Rate in an amount equal
to the amount of the LIBOR Loan and having a maturity comparable to the relevant Interest Period; provided, however,
that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only
for the calculation of amounts payable under this subsection. Any Lender requesting compensation pursuant to this Section 5.05
will furnish to Administrative Agent and Borrower a certificate setting forth the basis and amount of such request and such certificate,
absent manifest error, shall be conclusive. Without limiting the survival of any other covenant hereunder, this covenant shall
survive the termination of this Agreement and the payment of the Obligations and all other amounts payable hereunder.


 






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SECTION 5.06.         
Taxes.


 


(a)                
Except as required by law, all such payments will be made free and clear of, and without deduction or withholding for, any
present or future Taxes with respect to such payments (including Taxes imposed or asserted on amounts payable under this Section).
If any Covered Taxes are so deducted or withheld, then the applicable Credit Party agrees to increase the sum payable by such Credit
Party so that, after such deduction or withholding (including such deduction or withholding on account of Covered Taxes applicable
to additional sums payable under this Section) the sum payable shall be equal to the sum that would have been received had no such
deduction or withholding been made. The applicable withholding agent shall timely pay the amount of any such Taxes deducted or
withheld from a payment made by a Credit Party hereunder or under any Note or any Guarantee to the relevant Governmental Authority
in accordance with applicable law. Borrower shall furnish to Administrative Agent within 45 days after the date the payment of
any Taxes is due pursuant to applicable law documentation reasonably satisfactory to such Lender evidencing such payment by the
applicable Credit Party. The Credit Parties agree to jointly and severally indemnify and hold harmless the Administrative Agent
and each Lender, and reimburse the Administrative Agent and such Lender upon its written request, for the amount of any Covered
Taxes so levied or imposed and paid by the Administrative Agent and such Lender (including Taxes (other than Excluded Taxes) imposed
or asserted on amounts payable under this Section) and for any other reasonable expenses arising therefrom in each case, whether
or not such Covered Taxes were correctly or legally imposed. Such written request shall include a certificate of such Lender setting
forth in reasonable detail the basis of such request and such certificate, absent manifest error, shall be conclusive.


 


(b)               
Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Covered
Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative
Agent for such Covered Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to
such Lender’s failure to comply with the provisions of Section 13.05(a) relating to the maintenance of a Participant Register
and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in
connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any
Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to
the Administrative Agent under this paragraph (b).


 


(c)                
(i)               
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under
any Credit Document shall deliver to Borrower and the Administrative Agent, at the time or times required by applicable law or
reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation required by applicable
law or reasonably requested by Borrower or the Administrative Agent as will permit such payments to be made without withholding
or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or the Administrative Agent
as will enable Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution
and submission of such documentation (other than such documentation set forth in Section 5.06(c) and (d) below) shall not be required
if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 






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(ii)              
Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Borrower,


 


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


 


(B)              
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever
of the following is applicable:


 


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


 


(ii)               
executed original signed copies of IRS Form W-8ECI;


 


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


 


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


 


(d)               
If a payment made to a Lender under any Credit Document would be subject to United States 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 Borrower and Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by 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 Borrower or Administrative Agent as may be necessary for 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. For purposes of this Section 5.06(d), FATCA shall include any
amendments made to FATCA after the date of this Agreement.


  


(e)                
In addition, Borrower agrees to (and shall timely) pay any present or future stamp, court or documentary, intangible, recording,
filing or similar taxes or any other charges or similar levies which arise from any payment made hereunder or under the Notes or
from the execution, delivery, filing, recordation or registration of, or otherwise with respect to, this Agreement or the Notes,
except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant
to Section 2.11) (hereinafter referred to as “Other Taxes”).


 






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(f)                 
Any Lender claiming any additional amounts payable pursuant to this Section 5.06 agrees to use reasonable efforts (at the
Credit Parties’ expense) (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction
of its Applicable Lending Office if the making of such change would avoid the need for, or in the opinion of such Lender, materially
reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the sole judgment of such Lender,
be otherwise disadvantageous to such Lender.


 


(g)               
If (i) Administrative Agent or any Lender receives a cash refund in respect of an overpayment of Taxes from a Governmental
Authority with respect to, and actually resulting from, an amount of Taxes actually paid to or on behalf of Administrative Agent
or such Lender by Borrower (a “Tax Benefit”) and (ii) Administrative Agent or such Lender determines in its
good faith sole discretion that such Tax Benefit has been correctly paid by such Governmental Authority, and will not be required
to be repaid to such Governmental Authority, then Administrative Agent or such Lender shall notify Borrower of such Tax Benefit
and forward the proceeds of such Tax Benefit (or relevant portion thereof) to Borrower as reduced by any reasonable expense or
liability incurred by Administrative Agent or such Lender in connection with obtaining such Tax Benefit; provided, however,
that Borrower, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to Borrower (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) to Administrative Agent or such Lender
in the event Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section
5.06(g) shall not be construed to require Administrative Agent or any Lender to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to Borrower or any other Person. Notwithstanding anything to the contrary, in
no event will any Lender be required to pay any amount to Borrower the payment of which would place such Lender in a less favorable
net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Taxes had
never been paid.


 


(h)               
For purposes of this Section 5.06, the term “applicable law” includes FATCA.


 


(i)                 
For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of the Second Amendment,
Borrower and Administrative Agent shall treat (and the Lenders hereby authorize Administrative Agent to treat) the Loans as not
qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 


ARTICLE VI.



GUARANTEES


 


SECTION 6.01.         
The Guarantees. Each (a) Guarantor, jointly and severally with each other Guarantor, hereby guarantees as primary obligor
and not as surety to each Secured Party and its successors and assigns the prompt payment and performance in full when due (whether
at stated maturity, by acceleration, demand or otherwise) of the principal of and interest (including any interest, fees, costs
or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the
Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and (b) Credit Party, jointly
and severally with each other Credit Party, hereby guarantees as primary obligor and not as surety to each Secured Party and its
successors and assigns the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise)
of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the
Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) of all other Obligations from time to time
owing to the Secured Parties by any other Credit Party under any Credit Document, any Swap Contract entered into with a Swap Provider
or any Cash Management Agreement entered into with a Cash Management Bank, in each case now or hereinafter created, incurred or
made, whether absolute or contingent, liquidated or unliquidated and strictly in accordance with the terms thereof; provided,
that (i) the obligations guaranteed shall exclude obligations under any Swap Contract or Cash Management Agreements with respect
to which the applicable Swap Provider or Cash Management Bank, as applicable, provides notice to Borrower that it does not want
such Swap Contract or Cash Management Agreement, as applicable, to be secured, and (ii) as to each Guarantor the obligations guaranteed
by such Guarantor hereunder shall not include any Excluded Swap Obligations in respect of such Guarantor (such obligations being
guaranteed pursuant to clauses (a) and (b) above being herein collectively called the “Guaranteed Obligations”
(it being understood that the Guaranteed Obligations of Borrower shall be limited to those referred to in clause (b) above)). Each
Credit Party, jointly and severally with each other Credit Party, hereby agrees that if any other Credit Party shall fail to pay
in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Credit Party
will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or
renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such extension or renewal.


 






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SECTION 6.02.         
Obligations Unconditional. The obligations of the Credit Parties under Section 6.01 shall constitute a guaranty of payment
(and not of collection) and are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness,
validity, regularity or enforceability of the Guaranteed Obligations under this Agreement, the Notes or any other agreement or
instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (except for payment in full).
Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not
alter or impair the liability of any of the Credit Parties with respect to its respective guaranty of the Guaranteed Obligations
which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:


 


(i)             
at any time or from time to time, without notice to the Credit Parties, the time for any performance of or compliance with
any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;


 


(ii)              
the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended
in any respect, or any right under the Credit Documents or any other agreement or instrument referred to herein or therein shall
be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall
be released or exchanged in whole or in part or otherwise dealt with;


 


(iii)              
the release of any other Credit Party pursuant to Section 6.08;


 


(iv)              
any renewal, extension or acceleration of, or any increase in the amount of the Guaranteed Obligations, or any amendment,
supplement, modification or waiver of, or any consent to departure from, the Credit Documents;


 


(v)             
any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or
the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand
or any right, power or remedy (whether arising under any Credit Documents, at law, in equity or otherwise) with respect to the
Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment
of the Guaranteed Obligations;


 


(vi)              
any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with
respect to, or any substitutions for, the Guaranteed Obligations or any subordination of the Guaranteed Obligations to any other
obligations;


 


(vii)              
the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or lien,
the release of any or all collateral securing, or purporting to secure, the Guaranteed Obligations or any other impairment of such
collateral;


 


(viii)              
any exercise of remedies with respect to any security for the Guaranteed Obligations (including, without limitation, any
collateral, including the Collateral securing or purporting to secure any of the Guaranteed Obligations) at such time and in such
order and in such manner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof
is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates
to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Credit Party would otherwise
have and without limiting the generality of the foregoing or any other provisions hereof, each Credit Party hereby expressly waives
any and all benefits which might otherwise be available to such Credit Party as a surety under applicable law, including, without
limitation, California Civil Code Sections 2809, 2810, 2819, 2939, 2845, 2848, 2849, 2850, 2855, 2899 and 3433; or


 






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(ix)              
any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Credit Party as
a guarantor in respect of the Guaranteed Obligations or which constitutes, or might be construed to constitute, an equitable or
legal discharge of any Credit Party as a guarantor of the Guaranteed Obligations, or of such Credit Party under the guarantee contained
in this Article 6 or of any security interest granted by any Credit Party in its capacity as a guarantor of the Guaranteed Obligations,
whether in a proceeding under the Bankruptcy Code or under any other federal, state or foreign bankruptcy, insolvency, receivership,
or similar law, or in any other instance.


 


The Credit Parties
hereby expressly waive diligence, presentment, demand of payment, protest, marshaling and all notices whatsoever, and any requirement
that any Secured Party thereof exhaust any right, power or remedy or proceed against any Credit Party under this Agreement or the
Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee
of, or security for, any of the Guaranteed Obligations. The Credit Parties waive any and all notice of the creation, renewal, extension,
waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party thereof
upon this guarantee or acceptance of this guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed
to have been created, contracted or incurred in reliance upon this guarantee, and all dealings between the Credit Parties and the
Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this guarantee. This guarantee
shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without regard
to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties,
and the obligations and liabilities of the Credit Parties hereunder shall not be conditioned or contingent upon the pursuit by
the Secured Parties or any other Person at any time of any right or remedy against any Credit Party or against any other Person
which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or
guarantee therefor or right of offset with respect thereto. This guarantee shall remain in full force and effect and be binding
in accordance with and to the extent of its terms upon the Credit Parties and the successors and assigns thereof, and shall inure
to the benefit of the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during
the term of this Agreement there may be no Guaranteed Obligations outstanding.


 


For the avoidance of
doubt, nothing in this Section 6.02 shall permit amendments to the Credit Documents or an acceleration of the Obligations other
than as set forth in the Credit Documents.


 


SECTION 6.03.         
Reinstatement. The obligations of the Credit Parties under this Article VI shall be automatically reinstated if and
to the extent that for any reason any payment by or on behalf of any Credit Party in respect of the Guaranteed Obligations is rescinded
or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy
or reorganization or otherwise. The Credit Parties jointly and severally agree that they will indemnify each Secured Party on demand
for all reasonable costs and expenses (including reasonable fees of counsel) incurred by such Secured Party in connection with
such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law, other
than any costs or expenses resulting from the gross negligence, bad faith or willful misconduct of, or material breach by, such
Secured Party.


 


SECTION 6.04.         
Subrogation; Subordination. Each Credit Party hereby agrees that until the payment and satisfaction in full in cash
of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall
not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation,
contribution or otherwise, against any Credit Party of any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations. The payment of any amounts due with respect to any indebtedness of any Credit Party now or hereafter owing to any
Credit Party by reason of any payment by such Credit Party under the Guarantee in this Article VI is hereby subordinated to the
prior payment in full in cash of the Guaranteed Obligations. Upon the occurrence and during the continuance of an Event of Default,
each Credit Party agrees that it will not demand, sue for or otherwise attempt to collect any such indebtedness of any other Credit
Party to such Credit Party until the Obligations shall have been paid in full in cash. If an Event of Default has occurred and
is continuing, and any amounts are paid to the Credit Parties in violation of the foregoing limitation, such amounts shall be collected,
enforced and received by such Credit Party as trustee for the Secured Parties and be paid over to Administrative Agent on account
of the Guaranteed Obligations without affecting in any manner the liability of such Credit Party under the other provisions of
the guaranty contained herein.


 






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SECTION 6.05.         
Remedies. The Credit Parties jointly and severally agree that, as between the Credit Parties and the Lenders, the obligations
of any Credit Party under this Agreement and the Notes may be declared to be forthwith due and payable as provided in Article XI
(and shall be deemed to have become automatically due and payable in the circumstances provided in said Article XI) for purposes
of Section 6.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from
becoming automatically due and payable arising under the Bankruptcy Code or any other federal or state bankruptcy, insolvency or
other law providing for protection from creditors) as against such other Credit Parties and that, in the event of such declaration
(or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable
by Borrower) shall forthwith become due and payable by the other Credit Parties for purposes of Section 6.01.


 


SECTION 6.06.         
Continuing Guarantee. The guarantee in this Article VI is a continuing guarantee of payment, and shall apply to all
Guaranteed Obligations whenever arising.


 


SECTION 6.07.         
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state,
federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations
of any Credit Party under Section 6.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount of its liability under Section 6.01, then, notwithstanding
any other provision to the contrary, the amount of such liability shall, without any further action by such Credit Party, any Secured
Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated
to the claims of other creditors as determined in such action or proceeding.


 


SECTION 6.08.         
Release of Guarantors. If, in compliance with the terms and provisions of the Credit Documents, (i) the Equity Interests
of any Guarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted
Subsidiary (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Restricted Subsidiary,
or (ii) any Restricted Subsidiary is designated as or becomes an Excluded Subsidiary (in accordance with the definition thereof),
such Transferred Guarantor or Excluded Subsidiary, as applicable, upon the consummation of such sale, transfer or designation or
such Person becoming an Excluded Subsidiary, as applicable, shall be automatically released from its obligations under this Agreement
(including under Section 13.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned
by it pursuant to any Security Document, and the pledge of Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary
to Collateral Agent pursuant to the Security Documents shall be automatically released, and, so long as Borrower shall have provided
the Agents such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take such actions as
are necessary to effect and evidence each release described in this Section 6.08 in accordance with the relevant provisions
of the Security Documents and this Agreement.


 


SECTION 6.09.         
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes
to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations
under the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only
be liable under this Section 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations
under this Section 6.09, or otherwise under the Guarantee, as it relates to such Credit Party, voidable under applicable law relating
to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor
under this Section shall remain in full force and effect until the payment in full of the Guaranteed Obligations. Each Qualified
ECP Guarantor intends that this Section 6.09 constitute, and this Section 6.09 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act.


 






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SECTION 6.10.         
Right of Contribution. Each Credit Party hereby agrees that to the extent that a Credit Party (a “Funding Credit
Party”) shall have paid more than its Fair Share (as defined below) of any payment made hereunder, such Credit Party
shall be entitled to seek and receive contribution from and against any other Credit Party hereunder which has not paid its Fair
Share of such payment. Each Credit Party’s right of contribution shall be subject to the terms and conditions of Section 6.04.
The provisions of this Section 6.10 shall in no respect limit the obligations and liabilities of any Credit Party to the Secured
Parties, and each Credit Party shall remain liable to the Secured Parties for the full amount guaranteed by such Credit Party hereunder.
 “Fair Share” means, with respect to a Credit Party as of any date of determination, an amount equal to (i) the
ratio of (A) the Adjusted Maximum Amount (as defined below) with respect to such Credit Party to (B) the aggregate of the Adjusted
Maximum Amounts with respect to all Credit Parties multiplied by (ii) the aggregate amount paid or distributed on or before such
date by all Funding Credit Parties under this Article VI in respect of the Guaranteed Obligations. “Adjusted Maximum Amount”
means, with respect to a Credit Party as of any date of determination, the maximum aggregate amount of the obligations of such
Credit Party under this Article VI; provided that, solely for purposes of calculating the “Adjusted Maximum Amount”
with respect to any Credit Party for purposes of this Section 6.10, any assets or liabilities of such Credit Party arising by virtue
of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall
not be considered as assets or liabilities of such Credit Party. “Aggregate Payments” means, with respect to
a Credit Party as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made
on or before such date by such Credit party in respect of this Article VI (including in respect of this Section 6.10) minus (ii)
the aggregate amount of all payments received on or before such date by such Credit Party from the other Credit Parties as contributions
under this Section 6.10. The amounts payable as contributions hereunder shall be determined as of the date on which the related
payment or distribution is made by the applicable Funding Credit Party.


 


ARTICLE VII.



CONDITIONS PRECEDENT


 


SECTION 7.01.         
Conditions to Initial Extensions of Credit.


 


The obligations of
Lenders to make any initial extension of credit hereunder (whether by making a Loan or issuing a replacement and/or new Letter
of Credit) are subject to the satisfaction of the following:


 


(a)                
Corporate Documents. Administrative Agent shall have received copies of the Organizational Documents of each Credit
Party and evidence of all corporate or other applicable authority for each Credit Party (including resolutions or written consents
and incumbency certificates) with respect to the execution, delivery and performance of such of the Credit Documents to which each
such Credit Party is intended to be a party as of the Closing Date, certified as of the Closing Date as complete and correct copies
thereof by the Secretary, an Assistant Secretary or another Responsible Officer of each such Credit Party (or the member or manager
or general partner of such Credit Party, as applicable).


 


(b)               
Officer’s Certificate. Administrative Agent shall have received an Officer’s Certificate of Borrower,
dated the Closing Date, certifying that the conditions set forth in Sections 7.02(a)(i) and 7.02(a)(ii) (giving effect to the provisions
contained therein) have been satisfied.


 


(c)                
Opinions of Counsel. Administrative Agent shall have received the following opinions, each of which shall be addressed
to the Administrative Agent, the Collateral Agent and the Lenders, dated the Closing Date and covering such matters as the Administrative
Agent shall reasonably request in a manner customary for transactions of this type:


 


(i)             
an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Credit Parties; and


 


(ii)              
opinions of local counsel to the Credit Parties in such jurisdictions as are set forth in Schedule 7.01(c)(ii).


 






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(d)               
Notes. Administrative Agent shall have received copies of the Notes, duly completed and executed, for each Lender
that requested a Note at least three (3) Business Days prior to the Closing Date.


 


(e)                
Second Amendment. Administrative Agent shall have received the Second Amendment executed and delivered by (a) a duly
authorized officer of each Credit Party and (b) a duly authorized signatory of each Term A Facility Refinancing Lender, Term B
Facility Refinancing Lender and each Lender holding a Refinancing Revolving Commitment on the Closing Date.


 


(f)                 
Filings and Lien Searches. Administrative Agent shall have received (i) UCC financing statements in form appropriate
for filing in the jurisdiction of organization of each Credit Party, (ii) results of lien searches conducted in the jurisdiction
of organization or formation, as applicable, of Borrower and each other Credit Party, (iii) security agreements or other agreements
in appropriate form for filing in the United States Patent and Trademark Office and United States Copyright Office with respect
to intellectual property of each Credit Party to the extent required pursuant to the Security Agreement, and (iv) certificates
of ownership with respect to each Mortgaged Vessel identified as owned by Borrower or a Restricted Subsidiary on Schedule 8.13(b),
if any.


 


(g)               
Security Agreement. (i) Administrative Agent shall have received the Security Agreement and the Initial Perfection
Certificate, in each case duly authorized, executed and delivered by the applicable Credit Parties, and (ii) Collateral Agent shall
have received, to the extent required pursuant to the Security Agreement and not prohibited by applicable Requirements of Law (including,
without limitation, any Gaming Laws): (1) original certificates representing the certificated Pledged Securities (as defined in
the Security Agreement) required to be delivered to Collateral Agent pursuant to the Security Agreement, accompanied by original
undated stock powers executed in blank (except as set forth on Schedule 9.14) and (2) the promissory notes, intercompany
notes, instruments, and chattel paper identified under the name of such Credit Parties in Schedule 7 to the Initial Perfection
Certificate (other than such certificates, promissory notes, intercompany notes, instruments and chattel paper that constitute
 “Excluded Property” (as such term is defined in the Security Agreement)), accompanied by undated notations or instruments
of assignment executed in blank, and all of the foregoing shall be reasonably satisfactory to Administrative Agent in form and
substance.


 


(h)               
Existing Credit Agreement. The Term A Facility Refinancing Loans and the Term B Facility Refinancing Loans shall
have been made pursuant to the Second Amendment, and all accrued and unpaid interest and other amounts owing, if any, with respect
to the Term B Facility Existing Loans shall have been paid. The Refinancing Revolving Commitments shall have been provided pursuant
to the Second Amendment and any Existing Revolving Loans shall be repaid or otherwise satisfied on the Closing Date (including
pursuant to any assignments or transfers and purchases in accordance with the Second Amendment that result in such Existing Revolving
Loans being deemed to be Refinancing Revolving Loans). Any Term A Facility Existing Loans outstanding on the Closing Date after
giving effect to the Second Amendment and the making of the loans thereunder, and all accrued and unpaid interest and other amounts
owing thereon, if any, shall be repaid or otherwise satisfied on the Closing Date.


 


(i)                 
Financial Statements. Administrative Agent shall have received (i) the audited consolidated balance sheets of Borrower
and its Subsidiaries (before giving effect to the Transactions) as of December 31, 2013, 2014 and 2015, and the related statements
of earnings, changes in stockholders’ equity and cash flows for the fiscal years ended on those dates, together with reports
thereon by Ernst & Young LLP, certified public accountants; provided, that the Administrative Agent acknowledges that
it has received such balance sheets and related statements of earnings, changes in stockholders’ equity and cash flows and
reports thereon, (ii) the unaudited interim consolidated balance sheet of Borrower and its Subsidiaries (before giving effect to
the Transactions) and the related statements of earnings, changes in stockholders’ equity and cash flows for each fiscal
quarter (other than the fourth fiscal quarter of a fiscal year) ending after December 31, 2015, and at least 45 days prior to the
Closing Date and (iii) the unaudited pro forma consolidated balance sheet of Borrower and its Subsidiaries (giving effect to the
Transactions) and the related statements of earnings, changes in stockholders’ equity and cash flows for the fiscal year
ended December 31, 2015 and for each fiscal quarter (other than the fourth fiscal quarter of a fiscal year) ended after December
31, 2015 and at least 45 days prior to the Closing Date, in each case which financial statements have been prepared in accordance
with GAAP.


 






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(j)                 
Environmental Assessments. Administrative Agent shall have received the results of environmental database searches
with respect to each of the Mortgaged Real Properties identified on Schedule 7.01(j), and such environmental database searches
shall not indicate environmental conditions that would reasonably be expected to result in a material liability to Borrower or
the Secured Parties.


 


(k)               
Insurance; Flood Area. Administrative Agent shall have received evidence of insurance complying with the requirements
of Section 9.02 and certificates naming Collateral Agent as an additional insured and/or loss payee to the extent required pursuant
to such Section 9.02. Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management
Agency standard flood hazard determination with respect to each Mortgaged Real Property that is an owned Real Property as of the
Closing Date (together with, if applicable, a notice about special flood hazard area status and flood disaster assistance duly
executed by Borrower and the applicable Credit Party relating thereto and evidence of all insurance required with respect to such
Real Properties by Flood Insurance Laws (if any)).


 


(l)                 
Credit Documents in Full Force and Effect; Engagement Letter. The Credit Documents required to be executed and delivered
on or prior to the Closing Date shall have been executed and delivered by each Person party thereto. Borrower shall have complied,
or shall comply substantially concurrently with the funding of the Loans hereunder, in all respects with its payment obligations
under the Engagement Letter required to be performed on the Closing Date.


 


(m)              
Borrower 2021 Notes Redemption. Administrative Agent shall have received evidence that the Borrower 2021 Notes Redemption
shall have been consummated or, concurrently with the Closing Date, will be consummated, in either case, with respect to all of
the Borrower 2021 Notes.


 


(n)               
Consummation of Transactions.


 


(i)             
The Transactions and the consummation thereof shall be in compliance in all material respects with all applicable Laws (including
Gaming Laws and Regulation T, Regulation U and Regulation X) and all applicable Gaming Approvals and other applicable regulatory
approvals. After giving effect to the Transactions, there shall be no conflict with, or default under, any material Contractual
Obligation of Borrower and its Restricted Subsidiaries (including any such material Contractual Obligations (i) entered into pursuant
to the Transactions and (ii) in respect of Senior Unsecured Notes) (except as Administrative Agent shall otherwise agree)).


 


(ii)              
Administrative Agent shall have received evidence that Senior Unsecured Notes have been, or on the Closing Date will be,
issued by Borrower having an aggregate principal amount of (x) $900.0 million minus (y) the sum of (i) the amount of Term
B Facility Refinancing Loans made pursuant to the Second Amendment and (ii) the amount of Term B Facility Loans to be made hereunder
on the Closing Date.


 


(o)               
Approvals. Other than as set forth in Section 8.06, Section 8.15 and on Schedule 9.14, all necessary Gaming
Approvals and Governmental Authority and third party approvals and/or consents in connection with the Transactions, including without
limitation, the transactions contemplated by the Credit Documents (excluding consents from third parties pertaining to collateral
and security for the Loans which are addressed elsewhere in this Article VII) shall have been obtained and shall remain in full
force and effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority
which restrains, enjoins, prevents or imposes materially adverse conditions upon the consummation of the Transactions. In addition,
there shall not exist any judgment, order, injunction or other restraint, and there shall be no pending litigation or proceeding
by any Governmental Authority, prohibiting, enjoining or imposing materially adverse conditions upon the Transactions, or on the
consummation thereof.


 


(p)               
Solvency. Administrative Agent shall have received a certificate in the form of Exhibit G from a Responsible
Officer of Borrower with respect to the Solvency of Borrower (on a consolidated basis with its Restricted Subsidiaries), immediately
after giving effect to the consummation of the Transactions.


 


(q)               
Payment of Fees and Expenses. To the extent invoiced at least three (3) Business Days prior to the Closing Date,
all costs, fees, expenses (including, without limitation, reasonable legal fees and expenses of Latham & Watkins LLP, and of
local counsel in any applicable jurisdiction, if any) of Administrative Agent, Joint Lead Arrangers and (in the case of fees only)
the Lenders required to be paid by this Agreement or by the Engagement Letter, in each case, payable to Administrative Agent, Joint
Lead Arrangers and/or Lenders in respect of the Transactions, shall have been paid to the extent due.


 






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(r)                 
Patriot Act. On or prior to the Closing Date, Administrative Agent shall have received at least five (5) days prior
to the Closing Date (or such later date as agreed to by Administrative Agent) all documentation and other information reasonably
requested in writing at least ten (10) days prior to the Closing Date by Administrative Agent that Administrative Agent reasonably
determines is required by regulatory authorities from the Credit Parties under applicable “know your customer” and
anti-money laundering rules and regulations, including without limitation the Patriot Act.


 


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


 


SECTION 7.02.         
Conditions to All Extensions of Credit. Subject to the limitations set forth in Section 2.12 and the applicable Incremental
Joinder Agreement and the penultimate sentence of this Section 7.02, the obligations of the Lenders to make any Loan or otherwise
extend any credit to Borrower upon the occasion of each Borrowing or other extension of credit (whether by making a Loan or issuing
a Letter of Credit) hereunder (including the initial borrowing) is subject to the further conditions precedent that:


 


(a)                
No Default or Event of Default; Representations and Warranties True. Both immediately prior to the making of such
Loan or other extension of credit and also after giving effect thereto and to the intended use thereof:


 


(i)             
no Default or Event of Default shall have occurred and be continuing (provided that this clause (i) shall not apply
to any extensions of credit pursuant to an Incremental Term Loan to the extent provided in Section 2.12 and the applicable Incremental
Joinder Agreement);


 


(ii)              
each of the representations and warranties made by the Credit Parties in Article VIII and by each Credit Party in each of
the other Credit Documents to which it is a party shall be true and correct in all material respects on and as of the date of the
making of such Loan or other extension of credit with the same force and effect as if made on and as of such date (it being understood
and agreed that any such representation or warranty which by its terms is made as of an earlier date shall be required to be true
and correct in all material respects only as such earlier date, and that any representation and warranty that is qualified as to
 “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects
on the applicable date) (provided that this clause (ii) shall not apply to any extensions of credit pursuant to an Incremental
Term Loan to the extent provided in Section 2.12 and the applicable Incremental Joinder Agreement); and


 


(iii)              
(A) the sum of the aggregate amount of the outstanding Revolving Loans, plus the aggregate amount of the outstanding
Swingline Loans plus the aggregate outstanding L/C Liabilities shall not exceed the Total Revolving Commitments then in effect
and (B) the Revolving Tranche Exposure of all Revolving Lenders in respect of each Tranche of Revolving Commitments does not exceed
the aggregate Revolving Commitments of such Tranche then in effect.


 


(b)               
Notice of Borrowing. Administrative Agent shall have received a Notice of Borrowing and/or Letter of Credit Request,
as applicable, duly completed and complying with Section 4.05. Each Notice of Borrowing or Letter of Credit Request delivered by
Borrower hereunder shall constitute a representation and warranty by Borrower that on and as of the date of such notice and on
and as of the relevant borrowing date or date of issuance of a Letter of Credit (both immediately before and after giving effect
to such borrowing or issuance and the application of the proceeds thereof) that the applicable conditions in Sections 7.01
or 7.02, as the case may be, have been satisfied.


 






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Notwithstanding the foregoing, or anything
to the contrary contained herein or otherwise, the obligations of the Revolving Lenders to make Revolving Loans to Borrower on
the PNK Acquisition Date in an aggregate amount not to exceed $100.0 million shall be subject only to (1) the condition in Section
7.02(a)(iii) and (2) the condition that substantially concurrently with the borrowing of such Revolving Loans (x) the PNK Acquisition
shall be consummated and (y) Borrower shall obtain the proceeds of Incremental Term Loans hereunder for the purposes of financing
the PNK Acquisition. For the avoidance of doubt, any Revolving Loans requested by Borrower to be borrowed on the PNK Acquisition
Closing Date in excess of $100.0 million in the aggregate shall be subject to the conditions set forth in Section 7.02(a) and (b)
above.


 


ARTICLE VIII.



REPRESENTATIONS AND WARRANTIES


 


Each Credit Party represents
and warrants to Administrative Agent, the Collateral Agent and Lenders that, at and as of each Funding Date, in each case immediately
before and immediately after giving effect to the transactions to occur on such date (provided, that such representations
and warranties made on the Closing Date shall be made giving effect to the Transactions):


 


SECTION 8.01.         
Corporate Existence; Compliance with Law.


 


(a)                
Borrower and each Restricted Subsidiary (a) (i) is a corporation, partnership, limited liability company or other entity
duly organized and validly existing under the laws of the jurisdiction of its organization and (ii) is in good standing under the
laws of the jurisdiction of its organization; (b)(i) has all requisite corporate or other power and authority, and (ii) has all
governmental licenses, authorizations, consents and approvals necessary to own its Property and carry on its business as now being
conducted; and (c) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business
conducted by it makes such qualification necessary; except, in the case of clauses (a)(ii) (other than with respect to Borrower),
(b)(ii) and (c) where the failure thereof individually or in the aggregate would not reasonably be expected to have a Material
Adverse Effect.


 


(b)               
Neither Borrower nor any Restricted Subsidiary nor any of its Property is in violation of, nor will the continued operation
of Borrower’s or such Restricted Subsidiary’s Property as currently conducted violate, any Requirement of Law (including,
without limitation, any zoning or building ordinance, code or approval or permits or any restrictions of record or agreements affecting
the Real Property) or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority,
where such violations or defaults would reasonably be expected to have a Material Adverse Effect.


 


SECTION 8.02.         
Financial Condition; Etc. Borrower has delivered to the Administrative Agent or made publically available (a) the audited
consolidated balance sheets of Borrower and its Subsidiaries (before giving effect to the Transactions) as of December 31, 2013,
December 31, 2014 and December 31, 2015, and the related statements of earnings, changes in stockholders’ equity and cash
flows for the fiscal years ended on those dates, together with reports thereon by Ernst & Young LLP, certified public accountants,
(b) the unaudited interim consolidated balance sheet of Borrower and its Subsidiaries (before giving effect to the Transactions)
and the related statements of earnings, changes in stockholders’ equity and cash flows for the most recent fiscal quarter
ending after December 31, 2015 (other than the fourth fiscal quarter of any fiscal year) and at least 45 days prior to the Closing
Date and (c) the unaudited pro forma consolidated balance sheet of Borrower and its Subsidiaries (giving effect to the Transactions)
and the related statements of earnings, changes in stockholders’ equity and cash flows for the fiscal year ended December
31, 2015 and for the most recent fiscal quarter ending after December 31, 2015 (other than the fourth fiscal quarter of any fiscal
year) and at least 45 days prior to the Closing Date. All of said financial statements, including in each case the related schedules
and notes, are true, complete and correct in all material respects and have been prepared in accordance with GAAP consistently
applied and present fairly in all material respects the financial position of Borrower and its Subsidiaries as of the respective
dates of said balance sheets and the results of their operations for the respective periods covered thereby, subject (in the case
of interim statements) to normal period-end audit adjustments and the absence of footnotes.


 


SECTION 8.03.         
Litigation. Except as set forth on Schedule 8.03, there is no Proceeding (other than any (a) qui tam Proceeding,
to which this Section 8.03 is limited to knowledge of any Responsible Officer of Borrower, and (b) normal overseeing reviews of
the Gaming Authorities) pending against, or to the knowledge of any Responsible Officer of Borrower, threatened in writing against,
Borrower or any of its Restricted Subsidiaries or any of their respective Properties before any Governmental Authority or private
arbitrator that (i) either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect (provided,
however, that, for the purposes of this Section 8.03, during the Covenant Relief Period a “Material Adverse Effect”
under clause (a) of the definition thereof shall not include effects, events, occurrences, facts, conditions or changes arising
out of, resulting from or in connection with the COVID-19 pandemic) or (ii) as of the Closing Date only, challenges
the validity or enforceability of any of the Credit Documents.


 






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SECTION 8.04.         
No Breach; No Default.


 


(a)                
None of the execution, delivery and performance by any Credit Party of any Credit Document or Transaction Agreement to which
it is a party nor the consummation of the transactions herein and therein contemplated (including the Transactions) do or will
(i) conflict with or result in a breach of, or require any consent (which has not been obtained and is in full force and effect)
under (x) any Organizational Document of any Credit Party or (y) any applicable Requirement of Law (including, without limitation,
any Gaming Law) or (z) any order, writ, injunction or decree of any Governmental Authority binding on any Credit Party, or result
in a breach of, or require termination of, any Contractual Obligation of any Credit Party or (ii) constitute (with due notice or
lapse of time or both) a default under any such Contractual Obligation or (iii) result in or require the creation or imposition
of any Lien (except for the Liens created pursuant to the Security Documents) upon any Property of any Credit Party pursuant to
the terms of any such Contractual Obligation, except with respect to (i)(y), (i)(z), (ii) or (iii) which would not reasonably be
expected to result in a Material Adverse Effect.


 


(b)               
No Default or Event of Default has occurred and is continuing.


 


SECTION 8.05.         
Action. Borrower and each Restricted Subsidiary has all necessary corporate or other organizational power, authority
and legal right to execute, deliver and perform its obligations under each Credit Document or Transaction Agreement to which it
is a party and to consummate the transactions herein and therein contemplated; the execution, delivery and performance by Borrower
and each Restricted Subsidiary of each Credit Document or Transaction Agreement to which it is a party and the consummation of
the transactions herein and therein contemplated have been duly authorized by all necessary corporate, partnership or other organizational
action on its part; and this Agreement has been duly and validly executed and delivered by each Credit Party and constitutes, and
each of the Credit Documents or Transaction Agreements to which it is a party when executed and delivered by such Credit Party
(and, in the case of any Transaction Agreement, for so long as such Transaction Agreement is in effect) will constitute, its legal,
valid and binding obligation, enforceable against each Credit Party in accordance with its terms, except as may be limited by (a)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability from time to
time in effect affecting the enforcement of creditors’ rights and remedies and (b) the application of general principles
of equity (regardless of whether considered in a proceeding in equity or at law).


 


SECTION 8.06.         
Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority
or any securities exchange are necessary for the execution, delivery or performance by Borrower or any Restricted Subsidiary of
the Credit Documents or Transaction Agreements to which it is a party or for the legality, validity or enforceability hereof or
thereof or for the consummation of the Transactions, except for: (i) authorizations, approvals or consents of, and filings or registrations
with any Governmental Authority or any securities exchange previously obtained, made, received or issued, (ii) filings and recordings
in respect of the Liens created pursuant to the Security Documents, (iii) the filing of executed copies of this Agreement, the
Security Agreement and the Notes executed on the Closing Date with the Mississippi Gaming Commission within thirty (30) days after
the Closing Date, (iv) the filing of executed copies of this Agreement, the Security Agreement and the Notes executed on the Closing
Date with the Pennsylvania Gaming Control Board within ten (10) days after the Closing Date and with the Pennsylvania Horse Racing
Commission promptly after the Closing Date, (v) the filing of executed copies of this Agreement, the Security Agreement and any
Notes executed and delivered on the Closing Date with the Massachusetts Gaming Commission promptly upon their availability, (vi)
the delivery of executed copies of this Agreement, the Security Agreement and the Notes executed on the Closing Date to the Indiana
Gaming Commission, (vii) the filing of the executed copies of this Agreement, the Security Agreement and the Notes executed on
the Closing Date with the Illinois Gaming Board promptly upon their availability, (viii) the delivery to the Ohio Casino Control
Commission of (x) executed copies of this Agreement, the Security Agreement and the Notes executed on the Closing Date within ten
(10) days of the Closing Date and (y) a list of Persons who are Lenders and/or holders of the Senior Unsecured Notes as of the
Closing Date within fifteen (15) days of the Closing Date, (ix) the filings referred to in Section 8.14, (x) waiver by the Gaming
Authorities of any qualification requirement on the part of the Lenders who do not otherwise qualify and are not banks or licensed
lending institutions, (xi) prior approval of the Transactions by the Gaming Authorities, which approval has been obtained on or
prior to the Closing Date, (xii) consents, authorizations and filings that have been obtained or made and are in full force and
effect or the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect, (xiii) any required
approvals (including prior approvals) of the requisite Gaming Authorities that any Agent, Lender or participant is required to
obtain from, or any required filings with, requisite Gaming Authorities to exercise their respective rights and remedies under
this Agreement and the other Credit Documents (as set forth in Section 13.13), (xiv) prior approval from the Nevada Gaming Commission
of the Security Agreement and the pledge of any Pledged Nevada Gaming Interests (as defined in the Security Agreement), (xv) the
delivery of executed copies of this Agreement, the Security Agreement and the Notes executed on the Closing Date to the West Virginia
Lottery Commission and (xvi) filings of Credit Documents with other Governmental Authorities, including Gaming Authorities.


 






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SECTION 8.07.         
ERISA and Foreign Employee Benefit Matters.


 


(a)                
Except as set forth on Schedule 8.07, no ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to
result in a Material Adverse Effect. Except as set forth on Schedule 8.07, as of the Closing Date, no member of the ERISA
Group maintains or contributes to any Pension Plan. Except as set forth on Schedule 8.07, each ERISA Entity is in compliance
with the presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan (other than to the extent
such failure to comply would not reasonably be expected to have a Material Adverse Effect). Except as disclosed on Schedule
8.07, using actuarial assumptions and computation methods consistent with Part 1 of Subtitle E of Title IV of ERISA, the aggregate
liabilities of any ERISA Entity to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of
the most recent fiscal year of each such Multiemployer Plan that precedes the Closing Date, would not reasonably be expected to
result in a Material Adverse Effect.


 


(b)               
Each Foreign Plan is in compliance with all laws, regulations and rules applicable thereto and the respective requirements
of the governing documents for such Foreign Plan (other than to the extent such failure to comply would not reasonably be expected
to have a Material Adverse Effect). The aggregate of the liabilities to provide all of the accrued benefits under any funded Foreign
Plan (based on reasonable assumptions used by such Foreign Plan) does not as of the most recent valuation report (or as of the
end of the most recent plan year if there is no recent valuation report) exceed the current fair market value of the assets held
in the trust or other funding vehicle for such Foreign Plan by an amount that would reasonably be expected to have a Material Adverse
Effect. Other than to the extent such failure to comply would not reasonably be expected to have a Material Adverse Effect, with
respect to any unfunded Foreign Plan, reasonable reserves have been established in accordance with prudent business practice or
where required by ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained. There are no actions,
suits or claims (other than routine claims for benefits) pending or to the knowledge of any Responsible Officer of Borrower, threatened
against Borrower or any of its Restricted Subsidiaries or any ERISA Entity with respect to any Foreign Plan that would reasonably
be expected to result in a Material Adverse Effect.


 


SECTION 8.08.         
Taxes. Except as set forth on Schedule 8.08 or as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, (i) all tax returns, statements, reports and forms or other documents (including
estimated Tax or information returns and including any required, related or supporting information) (collectively, the “Tax
Returns”) required to be filed with any taxing authority by, or with respect to, Borrower and each of its Restricted
Subsidiaries have been timely filed in accordance with all applicable laws (taking into account all lawful extensions of due dates);
(ii) Borrower and each of its Restricted Subsidiaries has timely paid or made provision for payment of all Taxes shown as
due and payable on Tax Returns that have been so filed or that are otherwise due and payable (other than Taxes which are being
contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP and
such proceedings operate to suspend collection of the contested Taxes and enforcement of a Lien in respect thereof) and each Tax
Return is accurate and complete in all material respects; and (iii) Borrower and each of its Restricted Subsidiaries has made
adequate provision in accordance with GAAP for all Taxes payable by Borrower or such Restricted Subsidiary for which no Tax Return
has yet been filed. Neither Borrower nor any of its Restricted Subsidiaries has received written notice of any proposed or pending
tax assessment, audit or deficiency against Borrower or such Restricted Subsidiary that would in the aggregate reasonably be expected
to have a Material Adverse Effect. As of the Closing Date, there are no material Tax sharing agreements or similar arrangements
(including Tax indemnity arrangements) with respect to or involving Borrower or any of its Restricted Subsidiaries other than between
or among Borrower and its Restricted Subsidiaries.


 






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SECTION 8.09.         
Investment Company Act; Other Restrictions. Neither Borrower nor any of its Restricted Subsidiaries is an “investment
company,” or a company “controlled” by an “investment company” required to be regulated under the
Investment Company Act of 1940, as amended.


 


SECTION 8.10.         
Environmental Matters. Except as set forth on Schedule 8.10 or as would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect (provided,
however, that, for the purposes of this Section 8.10, during the Covenant Relief Period a “Material Adverse Effect”
under clause (a) of the definition thereof shall not include effects, events, occurrences, facts, conditions or changes arising
out of, resulting from or in connection with the COVID-19 pandemic): (i) each of Borrower and its Restricted Subsidiaries
and each of their businesses, operations and Real Property is and in the last five years has been in material compliance with,
and each has no liability under any Environmental Law; (ii) each of Borrower and its Restricted Subsidiaries has obtained all Permits
material to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their assets,
all as currently conducted, under any Environmental Law, all such Permits are valid and in good standing and, under the currently
effective business plans of Borrower and its Restricted Subsidiaries, no material expenditures or operational adjustments would
reasonably be expected to be required during the next five years in order to renew or modify such Permits; (iii) there has been
no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly
owned, leased, operated or, to the knowledge of any Responsible Officer of Borrower or any of its Restricted Subsidiaries, used
for waste disposal by Borrower or any of its Restricted Subsidiaries, or any of their respective predecessors in interest that
would reasonably be expected to result in liability to Borrower or any of its Restricted Subsidiaries under any Environmental Law;
(iv) there is no Environmental Action pending or, to the knowledge of any Responsible Officer of Borrower or any of its Restricted
Subsidiaries, threatened, against Borrower or any of its Restricted Subsidiaries, relating to real property currently or formerly
owned, leased, operated or, to the knowledge of any Responsible Officer of Borrower or any of its Restricted Subsidiaries, used
for waste disposal, by Borrower or any of its Restricted Subsidiaries or relating to the operations of Borrower or its Restricted
Subsidiaries; (v) none of Borrower or any of its Restricted Subsidiaries is obligated to perform any action or otherwise incur
any expense under any Environmental Law pursuant to any legally binding order, decree, judgment or agreement by which it is bound
or has assumed by contract or agreement, and none of Borrower or any of its Restricted Subsidiaries is conducting or financing
any Response Action pursuant to any Environmental Law with respect to any location; (vi) no circumstances exist that would reasonably
be expected to (a) form the basis of an Environmental Action against Borrower or any of its Restricted Subsidiaries, or any
of their Real Property, facilities or assets or (b) cause any such Real Property, facilities or assets to be subject to any restriction
on ownership, occupancy, use or transferability under any Environmental Law; (vii) no real property or facility presently or formerly
owned, operated or leased by Borrower or any of its Restricted Subsidiaries and, to the knowledge of any Responsible Officer of
Borrower or any of its Restricted Subsidiaries, no real property or facility presently or formerly used for waste disposal by Borrower
or any of its Restricted Subsidiaries or owned, leased, operated or used for waste disposal by any of their respective predecessors
in interests is (a) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (b) included
on any similar list maintained by any Governmental Authority including, without limitation, any such list relating to petroleum;
(viii) no real property or facility presently or formerly owned, or presently leased or operated by Borrower or any of its Restricted
Subsidiaries and, to the knowledge of any Responsible Officer of Borrower or any of its Restricted Subsidiaries, no real property
or facility formerly leased or operated by Borrower or any of its Restricted Subsidiaries is listed on the Comprehensive Environmental
Response, Compensation, and Liability Information System promulgated pursuant to CERCLA as potentially requiring future Response
Action; (ix) no Lien has been recorded or, to the knowledge of any Responsible Officer of Borrower or any of its Restricted Subsidiaries,
threatened under any Environmental Law with respect to any Real Property or other assets of Borrower or any of its Restricted Subsidiaries;
and (x) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby
will not affect the validity or require the transfer of any Permit held by Borrower or any of its Restricted Subsidiaries under
any Environmental Law, and will not require any notification, registration, filing, reporting, disclosure, investigation, remediation
or cleanup pursuant to any Governmental Real Property Disclosure Requirements with respect to each of Borrower and its Restricted
Subsidiaries or any of their respective predecessors in interest.


 






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SECTION 8.11.         
Use of Proceeds.


 


(a)                
Borrower will use the proceeds of:


 


(i)             
Term A Facility Loans and Term B Facility Loans made on the Closing Date (which for this purpose shall include the
proceeds of any Term A Facility Refinancing Loans and Term B Facility Refinancing Loans made pursuant to the Second Amendment)
to finance the Transactions and for general corporate purposes,


 


(ii)              
Revolving Loans made on the Closing Date to finance the Transactions, for working capital, capital expenditures, Permitted
Acquisitions (and other Acquisitions not prohibited hereunder) and general corporate purposes and for any other purposes not prohibited
by this Agreement;


 


(iii)              
Revolving Loans and Term Loans made after the Closing Date for working capital, capital expenditures, Permitted Acquisitions
(and other Acquisitions not prohibited hereunder) and general corporate purposes and for any other purposes not prohibited by this
Agreement; and (provided
that no less than 50% of the Net Available Proceeds of any Revolving Loans and Term Loans made pursuant to Incremental Commitments
incurred during the Covenant Relief Period shall be applied to prepay the Loans in accordance with Section 2.10(a)(v)); and


 


(iv)              
2018 Incremental Term A Loans and Term B-1 Facility Loans made on the 2018 Incremental Joinder Agreement Effective
Date (a) to acquire all of the issued and outstanding equity interests of PNK pursuant to the PNK Acquisition Agreement, (b) to
repay in full the outstanding aggregate principal amount of and accrued interest and fees under that certain Credit Agreement,
dated as of April 28, 2016, among PNK, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent, and the lenders party thereto, (c) to redeem, repurchase, defease or satisfy and discharge in full the aggregate principal
amount of and accrued interest and fees under the 5.625% Senior Notes due 2024 of PNK, (d) to repay in full the outstanding
aggregate principal amount of and accrued interest and fees under the Term B Facility Loans on the 2018 Incremental Joinder Agreement
Effective Date (e) to pay fees, costs and expenses in connection with the foregoing and (f) for general corporate purposes.


 


(b)               
Neither Borrower nor any of its Restricted Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock.
No part of the proceeds of any extension of credit (including any Loans and Letters of Credit) hereunder will be used directly
or indirectly and whether immediately, incidentally or ultimately to purchase or carry any Margin Stock or to extend credit to
others for such purpose or to refund Indebtedness originally incurred for such purpose or for any other purpose, in each case,
that entails a violation of, or is inconsistent with, the provisions of Regulation T, Regulation U or Regulation X. The pledge
of any Equity Interests by any Credit Party pursuant to the Security Agreement does not violate such regulations.


 


SECTION 8.12.         
Subsidiaries.


 


(a)                
Schedule 8.12(a) sets forth a true and complete list of the following: (i) all the Subsidiaries of Borrower as of
the Closing Date; (ii) the name and jurisdiction of incorporation or organization of each such Subsidiary as of the Closing
Date; and (iii) as to each such Subsidiary, the percentage and number of each class of Equity Interests of such Subsidiary
owned by Borrower and its Subsidiaries as of the Closing Date.


 


(b)               
Schedule 8.12(b) sets forth a true and complete list of all the Immaterial Subsidiaries as of the Closing Date.


 


(c)                
Schedule 8.12(c) sets forth a true and complete list of all the Unrestricted Subsidiaries as of the Closing Date.


 






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SECTION 8.13.         
Ownership of Property; Liens.


 


(a)                
Except as set forth on Schedule 8.13(a), (a) Borrower and each of its Restricted Subsidiaries has good and valid
title to, or a valid (with respect to Real Property and Vessels) leasehold interest in (or subleasehold interest in or other right
to occupy), all material assets and Property (including Mortgaged Real Property and Mortgaged Vessels) (tangible and intangible)
owned or occupied by it (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority
affecting such assets), and (b) all such assets and Property are subject to no Liens other than Permitted Liens. All of the assets
and Property owned by, leased to or used by Borrower and each of its Restricted Subsidiaries in its respective businesses are in
good operating condition and repair in all material respects (ordinary wear and tear and casualty and force majeure excepted) except
in each case where the failure of such asset to meet such requirements would not reasonably be expected to result in a Material
Adverse Effect. (provided,
however, that, for the purposes of this Section 8.13, during the Covenant Relief Period a “Material Adverse Effect”
under clause (a) of the definition thereof shall not include effects, events, occurrences, facts, conditions or changes arising
out of, resulting from or in connection with the COVID-19 pandemic).


 


(b)               
Schedule 8.13(b) sets forth a true, complete and correct list of each of the Vessels owned, leased, used or occupied
by Borrower or a Restricted Subsidiary as of the Closing Date, including the owner of the Vessel, the name of the Vessel, the official
number (if any) of the Vessel and the location where such Vessel is docked or stored.


 


SECTION 8.14.         
Security Interest; Absence of Financing Statements; Etc.


 


(a)                
The Security Documents, once executed and delivered, will create, in favor of Collateral Agent for the benefit of the Secured
Parties, as security for the obligations purported to be secured thereby, a valid and enforceable security interest in and Lien
upon all of the Collateral (subject to any applicable provisions set forth in the Security Documents with respect to limitations
or exclusions from the requirement to perfect the security interests and Liens on the collateral described therein), and upon (i)
filing, recording, registering or taking such other actions as may be necessary with the appropriate Governmental Authorities (including
payment of applicable filing and recording taxes), (ii) the taking of possession or control by Collateral Agent of the Pledged
Collateral with respect to which a security interest may be perfected only by possession or control which possession or control
shall be given to Collateral Agent to the extent possession or control by Collateral Agent is required by the Security Agreement
and (iii) delivery of the applicable documents to Collateral Agent in accordance with the provisions of the applicable Security
Documents, for the benefit of the Secured Parties, such security interest shall be a perfected security interest in and Lien upon
all of the Collateral (subject to any applicable provisions set forth in the Security Documents with respect to limitations or
exclusions from the requirement to perfect the security interests and Liens on the collateral described therein) superior to and
prior to the rights of all third Persons and subject to no Liens other than Permitted Liens.


 


(b)               
Each Ship Mortgage, once executed and delivered, will create, upon filing and recording in the National Vessel Documentation
Center of the United States Coast Guard, in favor of Collateral Agent for the benefit of the Secured Parties a legal, valid and
enforceable preferred mortgage upon the applicable Mortgaged Vessel under Chapter 313 of Title 46 of the United States Code, subject
to no Liens other than Permitted Liens.


 


SECTION 8.15.         
Licenses and Permits. Except as set forth on Schedule 8.15, Borrower and each of its Restricted Subsidiaries
hold all material governmental permits, licenses, authorizations, consents and approvals necessary for Borrower and its Restricted
Subsidiaries to own, lease, and operate their respective Properties and to operate their respective businesses as now being conducted
(collectively, the “Permits”), except for Permits the failure of which to obtain would not reasonably be expected
to have a Material Adverse Effect. None of the Permits has been modified in any way since the Closing Date that would reasonably
be expected to have a Material Adverse Effect. Except as set forth on Schedule 8.15, all Permits are in full force and effect
except where the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. Except
as set forth on Schedule 8.15, neither Borrower nor any of its Restricted Subsidiaries has received written notice that
any Gaming Authority has commenced proceedings to suspend, revoke or not renew any such Permits where such suspensions, revocations
or failure to renew would reasonably be expected to have a Material Adverse Effect. During
the Covenant Relief Period each reference in this Section 8.15 to a “Material Adverse Effect” shall not include under
clause (a) of the definition thereof effects, events, occurrences, facts, conditions or changes arising out of, resulting from
or in connection with the COVID-19 pandemic. 


 






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SECTION 8.16.         
Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf
of any Credit Party to any Secured Party in connection with this Agreement and the other Credit Documents or included or delivered
pursuant thereto, but in each case excluding all projections and general industry or economic data, whether prior to or after the
date of this Agreement, when taken as a whole and giving effect to all supplements and updates, do not contain any untrue statement
of material fact or omit to state a material fact necessary in order to make the statements herein or therein, in light of the
circumstances under which they were made, not materially misleading. The projections and pro forma financial information
furnished at any time by any Credit Party to any Secured Party pursuant to this Agreement have been prepared in good faith based
on assumptions believed by Borrower to be reasonable at the time made, it being recognized by 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 and no Credit Party, however,
makes any representation as to the ability of any Company to achieve the results set forth in any such projections.


 


SECTION 8.17.         
Solvency. As of each Funding Date, immediately prior to and immediately following (i) with respect to representations
made as of the Closing Date, the consummation of the Transactions and (ii) with respect to representations made following the Closing
Date, the extensions of credit to occur on such Funding Date, Borrower (on a consolidated basis with its Restricted Subsidiaries)
is and will be Solvent (after giving effect to Section 6.07).


 


SECTION 8.18.         
EEA Financial Institutions. No Credit Party is an EEA Financial Institution.


 


SECTION 8.19.         
Intellectual Property. Except as set forth on Schedule 8.19, Borrower and each of its Restricted Subsidiaries
owns or possesses adequate licenses or otherwise has the right to use all of the patents, patent applications, trademarks, trademark
applications, service marks, service mark applications, trade names, copyrights, trade secrets, know-how and processes (collectively,
 “Intellectual Property”) (including, as of the Closing Date, all Intellectual Property listed in Schedules 9(a),
9(b) and 9(c) to the Initial Perfection Certificate) that are necessary for the operation of its business as presently conducted
except where failure to own or have such right would not reasonably be expected to have a Material Adverse Effect and, as of the
Closing Date, all registrations listed in Schedules 9(a), 9(b) and 9(c) to the Initial Perfection Certificate are valid and in
full force and effect, except where the invalidity of such registrations would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. Except as set forth on Schedule 8.19, as of the Closing Date, no claim is
pending or, to the knowledge of any Responsible Officer of Borrower, threatened to the effect that Borrower or any of its Restricted
Subsidiaries infringes or conflicts with the asserted rights of any other Person under any material Intellectual Property, except
for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except
as set forth on Schedule 8.19, as of the Closing Date, no claim is pending or, to the knowledge of any Responsible Officer
of Borrower, threatened to the effect that any such material Intellectual Property owned or licensed by Borrower or any of its
Restricted Subsidiaries or which Borrower or any of its Restricted Subsidiaries otherwise has the right to use is invalid or unenforceable,
except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


SECTION 8.20.         
[Reserved].


 


SECTION 8.21.         
Regulation H. Except for the fee-owned Real Property listed on Schedule 8.21 attached hereto, as of the
Closing Date, no Mortgage encumbers improved fee-owned real property which is located in an area that has been identified by the
Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available
under the National Flood Insurance Act of 1968.


 


SECTION 8.22.         
Insurance. Borrower and each of its Restricted Subsidiaries are insured by insurers of recognized financial responsibility
(determined as of the date such insurance was obtained) against such losses and risks (other than wind and flood damage) and in
such amounts as are prudent and customary in the businesses in which it is engaged, except to the extent that such insurance is
not available on commercially reasonable terms. Borrower and each of its Restricted Subsidiaries maintain all insurance required
by Flood Insurance Laws (but shall not, for the avoidance of doubt, be required to obtain insurance with respect to wind and flood
damage unless and to the extent required by such Flood Insurance Laws).


 






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SECTION 8.23.         
Real Estate.


 


(a)                
Schedule 8.23(a) sets forth a true, complete and correct list of all material Real Property owned and all material
Real Property leased by Borrower or any of its Restricted Subsidiaries as of the Closing Date, including a brief description thereof,
including, in the case of leases, the street address (to the extent available) and landlord name. Borrower has delivered to Collateral
Agent true, complete and correct copies of all such leases other than the Master Leases.


 


(b)               
Except as set forth on Schedule 8.23(b), as of the Closing Date, to the best of knowledge of any Responsible Officer
of Borrower no Taking has been commenced or is contemplated with respect to all or any portion of the Real Property of Borrower
and its Restricted Subsidiaries or for the relocation of roadways providing access to such Real Property that either individually
or in the aggregate would reasonably be expected to have a Material Adverse Effect.


 


SECTION 8.24.         
Leases.


 


(a)                
Borrower has delivered to Administrative Agent a true, complete and correct copy of the Penn Master Lease, as in effect
on the Closing Date and of the PNK Master Lease, as in effect on the First Amendment to A&R Credit Agreement Effective Date.


 


(b)               
So long as a Master Lease is then in effect, Borrower and its Restricted Subsidiaries have paid all material payments required
to be made by it under (i) such Master Lease and (ii) all other leases of Real Property where any of the Collateral is or may be
located from time to time (other than any amount the validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Borrower or such Restricted
Subsidiary, as the case may be, and any amounts that are due but not yet delinquent), except where failure to make such payments
would not reasonably be expected to have a Material Adverse Effect.


 


(c)                
Each Master Lease and each of the other leases of Real Property listed on Schedule 8.23(a) (as amended, restated,
replaced, supplemented or otherwise modified by Schedule 6(b) to the Perfection Certificates that have been delivered pursuant
to Section 9.04(h)(ii)) is, in full force and effect and will be or is, as applicable, legal, valid, binding and enforceable against
the Credit Party party thereto, in accordance with its terms, in each case, except as may be limited by (x) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or similar laws of general applicability from time to time in effect affecting
the enforcement of creditors’ rights and remedies and (y) the application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law), except in the case of clause (ii) as would not reasonably be expected
to have a Material Adverse Effect.


 


(d)               
None of the leases of Real Property set forth on Schedule 8.23(a) (other than the Master Leases and as amended, restated,
replaced, supplemented or otherwise modified by Schedule 6(b) to the Perfection Certificates that have been delivered pursuant
to Section 9.04(h)(ii)) have been amended, modified or assigned in any manner that would reasonably be expected to result in a
Material Adverse Effect. Borrower has not received written notice from GLP Capital or Gold Merger Sub of any existing breach, default,
event of default or, to the best of knowledge of any Responsible Officer of Borrower, event that, with or without notice or lapse
of time or both, would constitute a breach, default or an event of default by any Credit Party party to any of the leases of Real
Property set forth on Schedule 8.23(a) (other than the Master Leases and as amended, restated, replaced, supplemented or
otherwise modified by Schedule 6(b) to each of the Perfection Certificates that have been delivered pursuant to Section 9.04(h)(ii))
that would reasonably be expected to have a Material Adverse Effect.


 


SECTION 8.25.         
Mortgaged Real Property. Except as set forth on Schedule 8.25(a) or as would not reasonably be expected to have
a Material Adverse Effect, with respect to each Mortgaged Real Property, as of the Closing Date (a) there has been issued a valid
and proper certificate of occupancy or other local equivalent, if any, for the use then being made of such Mortgaged Real Property
to the extent required by applicable Requirements of Law and there is no outstanding citation, notice of violation or similar notice
indicating that the Mortgaged Real Property contains conditions which are not in compliance with local codes or ordinances relating
to building or fire safety or structural soundness and (b) except as set forth on Schedule 8.25(b), there are no material
disputes regarding boundary lines, location, encroachment or possession of such Mortgaged Real Property and no Responsible Officer
of Borrower has actual knowledge of any state of facts existing which could give rise to any such claim other than those that would
not reasonably be expected to have a Material Adverse Effect; provided, however, that with respect to any Mortgaged
Real Property in which Borrower or a Restricted Subsidiary has a leasehold estate, the foregoing certifications shall be to Borrower’s
knowledge only.


 






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SECTION 8.26.         
Material Adverse Effect. Since December 31, 2015, there shall not have occurred any event or circumstance that
has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.;
provided, however, that, for the purposes of this Section 8.26, during the Covenant Relief Period a “Material
Adverse Effect” under clause (a) of the definition thereof shall not include effects, events, occurrences, facts, conditions
or changes arising out of, resulting from or in connection with the COVID-19 pandemic.


 


SECTION 8.27.         
Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions.


 


(a)                
No Credit Party and, to the knowledge of any Responsible Officer of Borrower, none of its Affiliates, directors, officers,
employees or agents is in violation of any Requirement of Law relating to terrorism or money laundering (“Anti-Terrorism
Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive
Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”).


 


(b)               
No Credit Party and, to the knowledge of any Responsible Officer of Borrower, no Affiliate, director, officer, employee,
broker or other agent of any Credit Party acting or benefiting in any capacity in connection with the Loans is any of the following:


 


(i)             
a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;


 


(ii)              
a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise
subject to the provisions of, the Executive Order;


 


(iii)              
a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism
Law;


 


(iv)              
a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive
Order; or


 


(v)             
a Person that is named as a “specially designated national and blocked Person” on the most current list published
by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement
website or other replacement official publication of such list.


 


(c)                
No Credit Party and, to the knowledge of any Responsible Officer of Borrower, no Affiliate, director, officer, employee,
broker or other agent of any Credit Party acting in any capacity in connection with the Loans (excluding any Secured Party or any
Affiliate thereof) (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to
or for the benefit of any Person (to its knowledge, with respect to customers and patrons of, and visitors to, any Gaming Facility)
described in Section 8.27(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism
Law.


 


(d)               
Neither Borrower, nor any of its Subsidiaries, nor, to the knowledge of Borrower and its Subsidiaries, any director, officer,
employee, agent, Affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is
Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction.


 






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(e)                
Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote material compliance
by Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in each case, acting in their capacities
on behalf of Borrower and/or its Subsidiaries) with Anti-Corruption Laws, and Borrower, its Subsidiaries and, to the knowledge
of Borrower, its Affiliates, officers, directors and employees, are in compliance with Anti-Corruption Laws in all material respects.
No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption
Law or any applicable Sanctions.


 


ARTICLE IX.



AFFIRMATIVE COVENANTS


 


Each Credit Party,
for itself and on behalf of its Restricted Subsidiaries, covenants and agrees with Administrative Agent, Collateral Agent and Lenders
that until the Obligations have been Paid in Full (and each Credit Party covenants and agrees that it will cause its Restricted
Subsidiaries to observe and perform the covenants herein set forth applicable to any such Restricted Subsidiary):


 


SECTION 9.01.         
Existence; Business Properties.


 


(a)                
Borrower and each of its Restricted Subsidiaries shall do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its legal existence, except (i) in a transaction permitted by Section 10.05 (provided, that
in any event the Borrower shall maintain its legal existence as a Person incorporated, organized or formed in the United States
or any state or territory thereof or the District of Columbia) or (ii) in the case of any Restricted Subsidiary, where the failure
to perform such obligations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.


 


(b)               
Borrower and each of its Restricted Subsidiaries shall (i) do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, patents, copyrights,
trademarks and trade names material to the conduct of its business except where the failure to do so, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect (provided,
however, that, for the purposes of this Section 9.01(b), during the Covenant Relief Period a “Material Adverse Effect”
under clause (a) of the definition thereof shall not include effects, events, occurrences, facts, conditions or changes arising
out of, resulting from or in connection with the COVID-19 pandemic); (ii) comply with all applicable Requirements
of Law (including any and all Gaming Laws and any and all zoning, building, ordinance, code or approval or any building permits
or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority,
whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect; and (iii) at all times maintain and preserve all of its property and keep such
property in good repair, working order and condition (ordinary wear and tear and casualty and force majeure excepted) except where
the failure to do so individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect;
provided, however, that nothing in this Section 9.01(b) shall prevent (i) sales, conveyances, transfers or other
dispositions of assets, consolidations or mergers by or involving any Company or any other transaction in accordance with Section
10.05; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment
by any Company of any rights, permits, authorizations, copyrights, trademarks, trade names, franchises, licenses and patents that
such Company reasonably determines are not useful to its business.


 


SECTION 9.02.         
Insurance.


 


(a)                
Borrower and its Restricted Subsidiaries shall (i) maintain with insurers of recognized financial responsibility (determined
at the time such insurance is obtained) not Affiliates of Borrower insurance on its Property in at least such amounts and against
at least such risks as are customarily insured against by companies engaged in the same or a similar business and operating similar
properties in localities where Borrower or the applicable Restricted Subsidiary operates; and (ii) furnish to Administrative Agent,
upon written request, information as to the insurance carried; provided that Borrower and its Restricted Subsidiaries shall
not be required to maintain insurance with respect to wind and flood damage on any property for any insurance coverage period unless,
and to the extent, such insurance is required by an applicable Requirement of Law. Subject to Section 9.14, Collateral Agent shall
be named as an additional insured on all third-party liability insurance policies of Borrower and each of its Restricted Subsidiaries
(other than directors and officers liability insurance, insurance policies relating to employment practices liability, crime or
fiduciary duties, kidnap and ransom insurance policies, and insurance as to fraud, errors and omissions), and Collateral Agent
shall be named as mortgagee/loss payee on all property insurance policies of each such Person.


 






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(b)               
Borrower and each of its Restricted Subsidiaries shall deliver to Administrative Agent on behalf of the Secured Parties,
(i) on or prior to the Closing Date, a certificate dated on or prior (but close) to the Closing Date showing the amount and types
of insurance coverage as of such date, (ii) promptly following receipt of any notice from any insurer of cancellation of a material
policy or material change in coverage from that existing on the Closing Date, a copy of such notice (or, if no copy is available,
notice thereof), and (iii) promptly after such information has been received in written form by Borrower or any of its Restricted
Subsidiaries, information as to any claim for an amount in excess of $25.0 million with respect to any property and casualty insurance
policy maintained by Borrower or any of its Restricted Subsidiaries.


  


(c)                
If any portion of any Mortgaged Real 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 National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then Borrower shall, or shall
cause the applicable Credit Party to (i) to the extent required pursuant to Flood Insurance Laws, maintain, or cause to be maintained,
with a financially sound and reputable insurer (determined at the time such insurance is obtained), flood insurance in an amount
and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to such Flood Insurance Laws
and (ii) deliver to Administrative Agent evidence of such compliance in form and substance reasonably acceptable to Administrative
Agent.


 


(d)               
In the event that the proceeds of any insurance claim are paid after Collateral Agent has exercised its right to foreclose
after an Event of Default, such proceeds shall be paid to Collateral Agent to satisfy any deficiency remaining after such foreclosure.
Collateral Agent shall retain its interest in the policies required to be maintained pursuant to this Section 9.02 during any redemption
period.


 


SECTION 9.03.         
Taxes. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
Borrower and each of its Restricted Subsidiaries shall timely file all Tax Returns required to be filed by it and pay and discharge
promptly when due all Taxes, before the same shall become delinquent or in default; provided, however, that such
payment and discharge shall not be required with respect to any such Tax so long as the validity or amount thereof shall be contested
in good faith by appropriate proceedings and Borrower and each of its Subsidiaries shall have set aside on its books adequate reserves
with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested Tax and, in the case
of Liens on the Collateral, enforcement of such Lien.


 


SECTION 9.04.         
Financial Statements, Etc. Borrower shall deliver to Administrative Agent for distribution by Administrative Agent to
the Lenders (unless a Lender expressly declines in writing to accept):


 


(a)                
Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three
quarterly fiscal periods of each fiscal year beginning with the fiscal quarter ending March 31, 2017, consolidated statements of
operations, cash flows and stockholders’ equity of Consolidated Companies for such period and for the period from the beginning
of the respective fiscal year to the end of such period, and the related consolidated balance sheet of Consolidated Companies as
at the end of such period, setting forth in each case in comparative form the corresponding consolidated statements of operations,
cash flows and stockholders’ equity for the corresponding period in the preceding fiscal year to the extent such financial
statements are available, accompanied by a certificate of a Responsible Officer of Borrower, which certificate shall state that
said consolidated financial statements fairly present in all material respects the consolidated financial condition, results of
operations and cash flows of Consolidated Companies in accordance with GAAP, consistently applied, as at the end of, and for, such
period (subject to normal year-end audit adjustments and except for the absence of footnotes);


 






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(b)               
Annual Financials. As soon as available and in any event within 90 days after the end of each fiscal year beginning
with the fiscal year ending December 31, 2016, consolidated statements of operations, cash flows and stockholders’ equity
of Consolidated Companies for such year and the related consolidated balance sheet of Consolidated Companies as at the end of such
year, setting forth in each case in comparative form the corresponding information as of the end of and for the preceding fiscal
year to the extent such financial statements are available, and, in the case of such consolidated financial statements, accompanied
by an opinion, without a going concern or similar qualification or exception as to scope (other than any going concern or similar
qualification or exception related to the maturity or refinancing of Indebtedness or prospective compliance with the financial
maintenance covenants), thereon of Ernst & Young LLP or other independent certified public accountants of recognized national
standing which opinion shall state that said consolidated financial statements fairly present in all material respects the consolidated
financial condition, results of operations and cash flows of Consolidated Companies as at the end of, and for, such fiscal year
in conformity with GAAP, consistently applied (except as noted therein);


 


(c)                
Auditor’s Certificates; Compliance Certificate; Minimum
Liquidity Certificate. (i) Concurrently with the delivery of the financial statements referred to in Section
9.04(b), a certificate (which certificate may be limited or eliminated to the extent required by accounting rules or guidelines
or to the extent not available on commercially reasonable terms as determined in consultation with the Administrative Agent) of
the independent certified public accountants reporting on such financial statements stating that in making the examination necessary
therefor no knowledge was obtained of any Event of Default relating to the Financial Maintenance Covenants, except as specified
in such certificate; and (ii) at the time it furnishes each set of
financial statements pursuant to Section 9.04(a) or Section 9.04(b), a certificate of a Responsible Officer of Borrower in substantially
the form of Exhibit V hereto (each such certificate, a “Compliance Certificate”) (I) to the effect that
no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable
detail and describing the action that the Companies have taken and propose to take with respect thereto) and (II) setting forth
in reasonable detail the computations necessary to determine whether Borrower and its Restricted Subsidiaries are in compliance
with Section 10.08 as of the end of the respective fiscal quarter or fiscal year;
and (iii) during the Covenant Relief Period, a certificate of a Responsible
Officer of Borrower (a “Minimum Liquidity Certificate”) setting forth in reasonable detail the computations necessary
(as determined in good faith by the Borrower) to determine whether Borrower and its Restricted Subsidiaries are in compliance with
Section 10.14 as of (I) if Borrower’s Liquidity was equal to or greater than $300.0 million as certified in the most
recent Minimum Liquidity Certificate that was delivered to the Administrative Agent pursuant to this Section 9.04(c)(iii), the
last day of each calendar month and (II) if Borrower’s Liquidity was less than $300.0 million at any time during any
week, Friday of such week, which certificate shall be delivered (A) in the case of clause (I), within five (5) Business
Days after the last day of each calendar month and (B) in the case of clause (II), on Wednesday of the immediately following
week.


 


(d)               
Notice of Default. Promptly after any Responsible Officer of any Credit Party knows that any Default has occurred,
a notice of such Default, breach or violation describing the same in reasonable detail and a description of the action that the
Companies have taken and propose to take with respect thereto, a copy of which shall be promptly provided to the West Virginia
Lottery Commission;


 


(e)                
Environmental Matters. Written notice of any claim, release of Hazardous Material, condition, circumstance, occurrence
or event arising under Environmental Law which would reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect; (provided,
however, that, for the purposes of this Section 9.04(e), during the Covenant Relief Period a “Material Adverse Effect”
under clause (a) of the definition thereof shall not include effects, events, occurrences, facts, conditions or changes arising
out of, resulting from or in connection with the COVID-19 pandemic);


 


(f)                 
Annual Budgets. Unless a Lender declines to accept, beginning with the fiscal year of Borrower commencing on January
1, 2016, as soon as practicable and in any event within 10 days after the approval thereof by the board of directors of Borrower
(but not later than 90 days after the beginning of each fiscal year of Borrower), a consolidated plan and financial forecast for
such fiscal year, including a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows
of Consolidated Companies for such fiscal year and for each quarter of such fiscal year, together with an Officer’s Certificate
containing an explanation of the assumptions on which such forecasts are based and stating that such plan and projections have
been prepared using assumptions believed in good faith by management of Borrower to be reasonable at the time made (it being recognized
by the Lenders that such plan and projections are not to be viewed as fact and that actual results during the period or periods
covered by such plan and projections may differ from the forecasted results set forth therein by a material amount and no Company
makes any representation as to the ability of any Company to achieve the results set forth in any such plan or projections);


 






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(g)               
Auditors’ Reports. Promptly upon receipt thereof, copies of all annual, interim or special reports issued to
Borrower or any Restricted Subsidiary by independent certified public accountants in connection with each annual, interim or special
audit of Borrower’s or such Restricted Subsidiary’s books made by such accountants, including any management letter
commenting on Borrower’s or such Restricted Subsidiary’s internal controls issued by such accountants to management
in connection with their annual audit; provided, however, that such reports shall only be made available to Administrative
Agent and to those Lenders who request such reports through Administrative Agent;


 


(h)               
Lien Matters; Casualty and Damage to Collateral.


 


(i)             
Prompt written notice of (i) the incurrence of any Lien (other than a Permitted Lien (but excluding Liens incurred
pursuant to Section 10.02(l))) on the Collateral or any part thereof, (ii) any Casualty Event or other insured damage to any
material portion of the Collateral or (iii) the occurrence of any other event that in Borrower’s judgment is reasonably
likely to materially adversely affect the aggregate value of the Collateral; and


 


(ii)              
Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to
Section 9.04(b), a certificate of a Responsible Officer of Borrower setting forth the information required pursuant to Schedules
1(a), 1(b), 1(c), 2, 3(a), 3(b), 5, 6(a), 6(b), 6(c), 7,
8, 9(a), 9(b), 9(c) and 10 to the Perfection Certificate or confirming that there has been no
change in such information since the date of the Initial Perfection Certificate or the date of the most recent certificate delivered
pursuant to this Section 9.04(h)(ii);


 


(i)                 
Notice of Material Adverse Effect. Written notice of the occurrence of any event or occurrence that has had or would
reasonably be expected to have a Material Adverse Effect; (provided,
however, that, for the purposes of this Section 9.04(i), during the Covenant Relief Period a “Material Adverse Effect”
under clause (a) of the definition thereof shall not include effects, events, occurrences, facts, conditions or changes arising
out of, resulting from or in connection with the COVID-19 pandemic);


 


(j)                 
Notice of Amendment or Modification to, or Default under, Master Leases. Written notice of (i) any amendment or modification
of a Master Lease and (ii) receipt of a written notice from GLP Capital or Gold Merger Sub of a “Default” or “Event
of Default” under and as defined in, the applicable Master Lease or notice of termination of such Master Lease;


 


(k)               
ERISA Information. Promptly after the occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, would reasonably be expected to result in a Material Adverse Effect, a written notice specifying the
nature thereof, what action the Companies or other ERISA Entity have taken, are taking or propose to take with respect thereto,
and, when known, any action taken or threatened by the IRS, Department of Labor, PBGC or Multiemployer Plan sponsor with respect
thereto; and


 


(l)                 
Miscellaneous. Promptly, such financial information, reports, documents and other information with respect to Borrower
or any of its Restricted Subsidiaries as Administrative Agent or the Required Lenders may from time to time reasonably request;


 


provided that,
notwithstanding the foregoing, nothing in this Section 9.04 shall require delivery of financial information, reports, documents
or other information which constitutes attorney work product or is subject to confidentiality agreements or to the extent disclosure
thereof would reasonably be expected to result in loss of attorney client privilege with respect thereto.


 






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Reports and documents
required to be delivered pursuant to Section 9.04 may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date (i) on which Borrower posts such reports and/or documents, or provides a link thereto on Borrower’s
website on the Internet at the website address specified below Borrower’s name on the signature hereof or such other website
address as provided in accordance with Section 13.02; or (ii) on which such reports and/or documents are posted on Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial,
third-party website (including the website of the SEC) or whether sponsored by Administrative Agent); provided that: Borrower
shall provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such reports and/or documents
and Administrative Agent shall post such reports and/or documents and notify (which may be by facsimile or electronic mail) each
Lender of the posting of any such reports and/or documents. Notwithstanding anything contained herein, in every instance Borrower
shall be required to provide the compliance certificatecertificates
required by Section 9.04(c)(ii) and Section 9.04(c)(iii)
to Administrative Agent in the form of an original paper copy or a .pdf or facsimile copy of the original paper copy.


 


Concurrently with the
delivery of financial statements pursuant to Sections 9.04(a) and 9.04(b) above, in the event that, in the aggregate, the Unrestricted
Subsidiaries account for greater than 7.5% of the Consolidated EBITDA of Borrower and its Subsidiaries on a consolidated basis
with respect to the Test Period ended on the last day of the period covered by such financial statements, Borrower shall provide
revenues, net income, Consolidated EBITDA (including the component parts thereof), Consolidated Net Indebtedness and cash and Cash
Equivalents on hand of Borrower and its Restricted Subsidiaries, on the one hand, and (y) the Unrestricted Subsidiaries, on the
other hand (with Consolidated EBITDA to be determined for such Unrestricted Subsidiaries as if references in the definition of
Consolidated EBITDA were deemed to be references to the Unrestricted Subsidiaries).


 


Borrower hereby acknowledges
that (a)  Administrative Agent will make available to the Lenders and the L/C Lenders materials and/or information provided
by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials
on IntraLinks/IntraAgency or another similar electronic system (the “Platform”) and (b) certain of the
Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information
with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment
and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially
reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (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,”
Borrower shall be deemed to have authorized Administrative Agent, the L/C Lenders and the Lenders to treat such Borrower Materials
as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or
its securities for purposes of United States Federal and state securities laws (provided however, that to the extent such
Borrower Materials constitute information of the type subject to Section 13.10, they shall be treated as set forth in Section 13.10);
(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Side Information;” and (z) 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.”


 


SECTION 9.05.         
Maintaining Records; Access to Properties and Inspections. Borrower and its Restricted Subsidiaries shall keep proper
books of record and account in which entries true and correct in all material respects and in material conformity with GAAP and
all material Requirements of Law are made. Borrower and its Restricted Subsidiaries will, subject to applicable Gaming Laws, permit
any representatives designated by Administrative Agent or any Lender to visit and inspect the financial records and the property
of Borrower or such Restricted Subsidiary at reasonable times, upon reasonable notice and as often as reasonably requested, and
permit any representatives designated by Administrative Agent or any Lender to discuss the affairs, finances and condition of such
Restricted Subsidiaries with the officers thereof and independent accountants therefor (provided Borrower has the opportunity
to participate in such meetings); provided that, in the absence of a continuing Default or Event of Default, only one such
inspection by such representatives (on behalf of Administrative Agent and/or any Lender) shall be permitted in any fiscal year
(and such inspection shall be at Administrative Agent and/or such Lenders’ expense, as applicable). Notwithstanding anything
to the contrary in this Agreement, no Company will be required to disclose, permit the inspection, examination or making of extracts,
or discussion of, any document, information or other matter that (i) in respect of which disclosure to Administrative Agent
(or its designated representative) or any Lender is then prohibited by law or contract or (ii) is subject to attorney-client
or similar privilege or constitutes attorney work product.


 






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SECTION 9.06.         
Use of Proceeds. Borrower shall use the proceeds of the Loans only for the purposes set forth in Section 8.11.


 


SECTION 9.07.         
Compliance with Environmental Law. Borrower and its Restricted Subsidiaries shall (a) comply with Environmental Law,
and will keep or cause all Real Property to be kept free of any Liens imposed under Environmental Law, unless, in each case, failure
to do so would not reasonably be expected to have a Material Adverse Effect (provided,
however, that, for the purposes of this Section 9.07, during the Covenant Relief Period a “Material Adverse Effect”
under clause (a) of the definition thereof shall not include effects, events, occurrences, facts, conditions or changes arising
out of, resulting from or in connection with the COVID-19 pandemic); (b) in the event of any Hazardous Material
at, on, under or emanating from any Real Property which could result in liability under or a violation of any Environmental Law,
in each case which would reasonably be expected to have a Material Adverse Effect, undertake, and/or cause any of their respective
tenants or occupants to undertake, at no cost or expense to Administrative Agent, Collateral Agent or any Lender, any action required
pursuant to Environmental Law to mitigate and eliminate such condition; provided, however, that no Company shall
be required to comply with any order or directive which is being contested in good faith and by proper proceedings so long as it
has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; and (c) at the
written request of Administrative Agent, in its reasonable discretion, provide, at no cost or expense to Administrative Agent,
Collateral Agent or any Lender, an environmental site assessment (including, without limitation, the results of any soil or groundwater
or other testing conducted at Administrative Agent’s request) concerning any Real Property now or hereafter owned, leased
or operated by Borrower or any of its Restricted Subsidiaries, conducted by an environmental consulting firm proposed by such Credit
Party and approved by Administrative Agent in its reasonable discretion indicating the presence or absence of Hazardous Material
and the potential cost of any required action in connection with any Hazardous Material on, at, under or emanating from such Real
Property; provided, however, that such request may be made only if (i) there has occurred and is continuing an Event
of Default, or (ii) circumstances exist that reasonably could be expected to form the basis of an Environmental Action against
Borrower or any Restricted Subsidiary or any Real Property of Borrower or any of its Restricted Subsidiaries which would reasonably
be expected to have a Material Adverse Effect; if Borrower or any of its Restricted Subsidiaries fails to provide the same within
sixty (60) days after such request was made (or in such longer period as may be approved by Administrative Agent, in its reasonable
discretion), Administrative Agent may but is under no obligation to conduct the same, and Borrower or its Restricted Subsidiary
shall grant and hereby grants to Administrative Agent and its agents, advisors and consultants access at reasonable times, and
upon reasonable notice to Borrower, to such Real Property and specifically grants Administrative Agent and its agents, advisors
and consultants an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment, all at
no cost or expense to Administrative Agent, Collateral Agent or any Lender. Administrative Agent will use its commercially reasonable
efforts to obtain from the firm conducting any such assessment usual and customary agreements to secure liability insurance and
to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessment.


 


SECTION 9.08.         
Pledge or Mortgage of Real Property and Vessels.


 


(a)                
Subject to compliance with applicable Gaming Laws, if, after the Closing Date any Credit Party shall acquire any Property
(other than any Real Property, any Vessel or Replacement Vessel (other than leasehold interests in any Vessel or Replacement Vessel)
or any Property that is subject to a Lien permitted under Section 10.02(i) or Section 10.02(k) to the extent and for so long as
the contract or other agreement in which such Lien is granted validly prohibits the creation of Liens securing the Obligations
on such Property and to the extent such prohibition is not superseded by the applicable provisions of the UCC), including, without
limitation, pursuant to any Permitted Acquisition, or as to which Collateral Agent, for the benefit of the Secured Parties, does
not have a perfected Lien and as to which the Security Documents are intended to cover, such Credit Party shall (subject to any
applicable provisions set forth in the Security Agreement with respect to limitations on grant of security interests in certain
types of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such assets or Pledged
Collateral) promptly (i) execute and deliver to Collateral Agent such amendments to the Security Documents or such other documents
as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent, for the benefit of the Secured Parties,
security interests in such Property and (ii) take all actions necessary or advisable to grant to Collateral Agent, for the benefit
of the Secured Parties, a perfected first priority security interest (except to the extent limited by applicable Requirements of
Law (including, without limitation, any Gaming Laws)), subject to no Liens other than Permitted Liens, in each case, to the extent
such actions are required by the Security Agreement; provided, that notwithstanding the foregoing, the Credit Parties shall
not be required to take such actions with respect to (i) any leasehold interest in any Vessel or Replacement Vessel (other than
any such Vessel or Replacement Vessel constituting Leased Property) entered into after the date hereof that has a fair market value
(including the reasonably anticipated fair market value of the Gaming Facility or other improvements to be developed thereon) of
less than $250.0 million or a remaining term (including options to extend) of less than 10 years or (ii) any leasehold interest
in any Vessel or Replacement Vessel (other than any such Vessel or Replacement Vessel constituting Leased Property) acquired as
part of a Permitted Acquisition or other Acquisition permitted hereunder, in either case, if after the exercise of commercially
reasonable efforts by the Credit Parties (which shall not include the payment of consideration other than reasonable attorneys’
fees and other expenses incidental thereto), the landlord under such lease has not consented to the granting of a such security
interest.


 






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(b)               
If, after the Closing Date, any Credit Party (x) acquires, including, without limitation, pursuant to any Permitted Acquisition,
a fee or leasehold interest in Real Property located in the United States which Real Property has a fair market value in excess
of $25.0 million, (y) develops a Gaming Facility on any fee or leasehold interest in Real Property located in the United States
which Real Property (including the reasonably anticipated fair market value of the Gaming Facility or other improvements to be
developed thereon) has a fair market value in excess of $25.0 million, determined on an as-developed basis, or (z) acquires a leasehold
interest in any Real Property that constitutes Leased Property, in each case, with respect to which a Mortgage was not previously
entered into in favor of Collateral Agent (in each case (except with respect to Property described in clause (z) above), other
than to the extent such Real Property is subject to a Lien permitted under Section 10.02(i) or 10.02(k) securing Indebtedness to
the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of Liens
securing the Obligations on such Real Property), such Credit Party shall promptly (and, in any event, at least forty-five (45)
days (or in the case of Leased Property, at least ten (10) days) prior to the date on which a Mortgage is entered into with respect
to such Real Property (in each case, or such shorter period that is reasonably acceptable to Administrative Agent)) notify Collateral
Agent and, if requested by the Required Lenders or Collateral Agent (provided that no such request from Collateral Agent
or Required Lenders shall be necessary in the case of any Leased Property), within ninety (90) days of such request (or in the
case of Leased Property, within fifteen (15) Business Days following the addition of such Leased Property to the applicable Master
Lease) (in each case, or such longer period that is reasonably acceptable to Administrative Agent), (i) take such actions
and execute such documents as Collateral Agent shall reasonably require to confirm the Lien of an existing Mortgage, if applicable,
or to create a new Mortgage on such additional Real Property and (ii) cause to be delivered to Collateral Agent, for the benefit
of the Secured Parties, all documents and instruments reasonably requested by Collateral Agent or as shall be necessary in the
opinion of counsel to Collateral Agent to create on behalf of the Secured Parties a valid, perfected, mortgage Lien, subject only
to Permitted Liens, including the following:


 


(1)       a
Mortgage in favor of Collateral Agent, for the benefit of the Secured Parties, in form for recording in the recording office of
the jurisdiction where such Mortgaged Real Property is situated, together with such other documentation as shall be required to
create a valid mortgage Lien under applicable law, which Mortgage and other documentation shall be reasonably satisfactory to Collateral
Agent and shall be effective to create in favor of Collateral Agent for the benefit of the Secured Parties a valid, perfected,
Mortgage Lien on such Mortgaged Real Property subject to no Liens other than Permitted Liens;


 


(2)       a
completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each
additional fee-owned Mortgaged Real Property (or to the extent required by law, any other Mortgaged Real Property) for which a
Mortgage is granted pursuant to this Section 9.08(b) on or before the date the related Mortgage is delivered to Administrative
Agent (together with a notice about special flood hazard area status and flood disaster assistance duly executed by Borrower and
the applicable Credit Party relating thereto and evidence of all insurance required with respect to such Real Properties by Flood
Insurance Laws (if any));


 


(3)       with
respect to each Mortgage and each Mortgaged Real Property, (x) to the extent reasonably requested by the Required Lenders or Collateral
Agent, each of the items set forth in Section 9.14(a)(i)(2) and (y) an environmental assessment questionnaire in form and substance
satisfactory to Collateral Agent and, if reasonably requested by Collateral Agent based on Borrower’s responses to such questionnaire,
a Phase I environmental assessment report from an environmental consulting firm of nationally recognized standing, which report
shall identify existing and potential environmental concerns and shall quantify related costs and liabilities, associated with
such Mortgaged Real Properties; and


 






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(4)       with
respect to each Mortgage and each Mortgaged Real Property, fixture filings, title insurance policies, surveys, consents, estoppels,
Governmental Real Property Disclosure Requirements, certificates, affidavits, instruments, returns and other documents delivered
in connection with the Existing Credit Agreement substantially in the form delivered thereunder with such changes thereto as shall
be necessary to reflect the Transactions and all of the foregoing shall be reasonably satisfactory to Administrative Agent in form
and substance;


 


provided, that
notwithstanding the foregoing, except for any Property constituting Leased Property, the Credit Parties shall not be required to
grant a Mortgage on (i) any leasehold interest in any Real Property entered into after the date hereof that has a fair market value
(including the reasonably anticipated fair market value of the Gaming Facility or other improvements to be developed thereon) of
less than $250.0 million or a remaining term (including options to extend) of less than 10 years or (ii) any leasehold interest
in any Real Property acquired as part of a Permitted Acquisition or other Acquisition permitted hereunder, in either case, if after
the exercise of commercially reasonable efforts by the Credit Parties (which shall not include the payment of consideration other
than reasonable attorneys’ fees and other expenses incidental thereto), the landlord under such lease has not consented to
the granting of a Mortgage;


 


provided, further,
that, notwithstanding the foregoing, the delivery of the items required under this Section 9.08(b) shall not be required prior
to the date that is one hundred twenty (120) days after the Closing Date.


 


(c)                
If, after the Closing Date, any Credit Party (x) acquires, including, without limitation, pursuant to any Permitted Acquisition,
a fee interest in any Vessel or a Replacement Vessel with a fair market value in excess of $25.0 million located or otherwise maintained
in the United States and registered with the United States Coast Guard or (y) develops a Gaming Facility with a fair market value
in excess of $25.0 million, determined on an as-developed basis, on any fee interest in a Vessel or a Replacement Vessel located
or otherwise maintained in the United States and registered with the United States Coast Guard, in each case, with respect to which
a Ship Mortgage was not previously entered into in favor of Collateral Agent (other than to the extent such other Vessel or Replacement
Vessel is subject to a Lien permitted under Section 10.02(i) or 10.02(k) securing Indebtedness to the extent and for so long as
the contract or other agreement in which such Lien is granted validly prohibits the creation of Liens securing the Obligations
on such Vessel or Replacement Vessel), such Credit Party shall promptly notify Collateral Agent and, if requested by the Required
Lenders or Collateral Agent, within ninety (90) days of such request (or such longer period that is reasonably acceptable to Administrative
Agent), (i) take such actions and execute such documents as Collateral Agent shall reasonably require to confirm the Lien
of an existing Ship Mortgage, if applicable, or to create a new Ship Mortgage on such other Vessel or Replacement Vessel and (ii) cause
to be delivered to Collateral Agent, for the benefit of the Secured Parties, all documents and instruments reasonably requested
by Collateral Agent or as shall be necessary in the opinion of counsel to Collateral Agent to create on behalf of the Secured Parties
a legal, valid and enforceable first preferred ship mortgage under Chapter 313 of Title 46 of the United States Code subject
to Permitted Liens, including the following:


 


(1)       a
Ship Mortgage reasonably satisfactory to Collateral Agent, granting in favor of Collateral Agent for the benefit of the Secured
Parties a legal, valid and enforceable first preferred ship mortgage on each such other Vessel or Replacement Vessel under Chapter 313
of Title 46 of the United States Code subject to Permitted Liens, executed and delivered by a duly authorized officer of the appropriate
Credit Party, together with such certificates, affidavits and instruments as shall be reasonably required in connection with filing
or recordation thereof and to grant a Lien on each such other Vessel or Replacement Vessel; and


 


(2)       with
respect to each Ship Mortgage and each such other Vessel or Replacement Vessel, in each case to the extent reasonably requested
by the Required Lenders or Collateral Agent, certificates of insurance as required by each Ship Mortgage, which certificates shall
comply with the insurance requirements contained in Section 9.02 and the applicable Ship Mortgage;


 






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provided, further,
that, notwithstanding the foregoing, the delivery of the items required under this Section 9.08(c) shall not be required prior
to the date that is one hundred twenty (120) days after the Closing Date.


 


(d)               
Notwithstanding anything contained in Sections 9.08(a), 9.08(b) and 9.08(c) to the contrary (except with respect to Property
constituting Leased Property, as to which this Section 9.08(d) shall not apply), in each case, it is understood and agreed that
no Lien(s), Mortgage(s) and/or Ship Mortgage(s) in favor of Collateral Agent on any after acquired Property of the applicable Credit
Party shall be required to be granted or delivered at such time as provided in such Sections (as applicable) as a result of such
Lien(s), Mortgage(s) and/or Ship Mortgage(s) being prohibited by (i) the applicable Gaming Authorities or applicable Law; provided,
however, that Borrower has used its commercially reasonable efforts to obtain such approvals or (ii) Contractual Obligation
(except to the extent invalidated by the applicable provisions of the UCC), provided, that such Contractual Obligation (A)
is in existence on the Closing Date or (B) except with respect to Mortgages, Ship Mortgages and liens on leaseholds of Vessels
or Replacement Vessels, in each case, required pursuant to this Section 9.08, is not prohibited under Section 10.10.


 


(e)                
With respect to Lien(s), Mortgage(s) and/or Ship Mortgage(s) relating to any Property acquired (or leased) by any Credit
Party after the Closing Date or any Property of any Additional Credit Party or with respect to any Guarantee of any Additional
Credit Party, in each case that were not granted or delivered pursuant to Section 9.08(d) or to the second paragraph in Section
9.11, as the case may be, at such time as Borrower reasonably believes such prohibition no longer exists, Borrower shall (and with
respect to any items requiring approval from Gaming Authorities, Borrower shall use commercially reasonable efforts to seek the
approval from the applicable Gaming Authorities for such Lien(s), Mortgage(s), Ship Mortgage(s) and/or Guarantee and, if such approval
is so obtained), comply with Sections 9.08(a), 9.08(b) and/or 9.08(c) or with Section 9.11, as the case may be.


 


(f)                 
If, at any time after the Closing Date, Borrower or any Restricted Subsidiary enters into a lease of real property as tenant
which is required to be subject to a Mortgage or obtains knowledge of or receives written notice from a lessor under a lease with
respect to which Borrower or any Restricted Subsidiary has granted a Mortgage on its interest thereunder that a fee mortgage is
encumbering the fee interest underlying such lease, to the extent such lease is subordinate to such fee mortgage, Borrower will,
and will cause each applicable Restricted Subsidiary to, use its commercially reasonable efforts (which shall not include the payment
of consideration (other than attorneys’ fees and other expenses reasonably incidental thereto)) to obtain a duly executed
and delivered subordination, non-disturbance and attornment agreements by the lessor and/or fee mortgagee, as applicable.


 


SECTION 9.09.         
Security Interests; Further Assurances.


 


(a)                
Each Credit Party shall, promptly, upon the reasonable request of Collateral Agent, and so long as such request (or compliance
with such request) does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority (which Borrower hereby
agrees to use commercially reasonable efforts to obtain), at Borrower’s expense, execute, acknowledge and deliver, or cause
the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded,
in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or
otherwise deemed by Collateral Agent reasonably necessary or desirable to create, protect or perfect or for the continued validity,
perfection and priority of the Liens on the Collateral covered or purported to be covered thereby (subject to any applicable provisions
set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of Pledged Collateral
and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and any applicable Requirements
of Law including, without limitation, any Gaming Laws) subject to no Liens other than Permitted Liens; provided that, notwithstanding
anything to the contrary herein or in any other Credit Document, in no event shall any Company be required to enter into control
agreements with respect to its deposit accounts, securities accounts or commodity accounts. In the case of the exercise by Collateral
Agent or the Lenders or any other Secured Party of any power, right, privilege or remedy pursuant to any Credit Document following
the occurrence and during the continuation of an Event of Default which requires any consent, approval, registration, qualification
or authorization of any Governmental Authority, Borrower and each of its Restricted Subsidiaries shall use commercially reasonable
efforts to execute and deliver all applications, certifications, instruments and other documents and papers that Collateral Agent
or the Lenders may be so required to obtain. If Collateral Agent reasonably determines that it is required by applicable Requirement
of Law to have appraisals prepared in respect of the Real Property of any Credit Party constituting Collateral, Borrower shall
provide to Collateral Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments
of FIRREA.


 






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(b)               
Without limiting the generality of Section 9.09(a), it is the intent of the parties hereto that all Leased Property be subject
to a valid, enforceable and perfected Lien in favor of Collateral Agent within the periods required hereunder (including Sections
9.08 and 9.14). Administrative Agent, Collateral Agent and Borrower agree to cooperate in causing the Leased Property to be subject
to such Liens, and Borrower agrees to execute such Security Documents and amendments or supplements thereto, and take such other
actions, as may be reasonably necessary, or reasonably requested by Collateral Agent, to subject the Leased Property to a valid,
enforceable and perfected Lien in favor of Collateral Agent within such time periods.


 


SECTION 9.10.         
Master Leases.


 


(a)                
Borrower will cause each sublease and each use agreement entered into between (i) Penn Tenant and any other Credit Party
with respect to Real Property that is leased from GLP Capital pursuant to the Penn Master Lease or (ii) from and after the PNK
Acquisition Closing Date, PNK Tenant and any other Credit Party with respect to Real Property that is leased from Gold Merger Sub
pursuant to the PNK Master Lease, to at all times during the term of the applicable Master Lease to be subject and subordinate
to such Master Lease (and to all matters to which such Master Lease is subject and subordinate).


 


(b)               
Borrower will (i) use commercially reasonable efforts (including, in the event the acknowledgment referred to in this Section
9.10(b)(i) is not promptly received from GLP Capital, such commercially reasonable efforts as may be mutually and reasonably agreed
upon in good faith by Borrower and Administrative Agent) to obtain from GLP Capital an executed and notarized acknowledgement pursuant
to the Penn Master Lease in substantially the form of Exhibit U-1 hereto (or such other form as is agreed to by Administrative
Agent in its sole discretion) in respect of each Mortgage and each Mortgage Amendment entered into on or after the Closing Date
in respect of Real Property that is leased from GLP Capital pursuant to the Penn Master Lease and, if such acknowledgement is received
by Borrower or Penn Tenant, promptly upon receipt (and, in any event, within one (1) Business Day of receipt thereof by Borrower
or Penn Tenant), Borrower shall deliver a copy of the same to Administrative Agent (which delivery may be by electronic mail) and
(ii) deliver written notice to GLP Capital that this Agreement is designated as a “Debt Agreement” pursuant to the
definition of the term “Debt Agreement” under the Penn Master Lease.


 


(c)                
Borrower will (i) use commercially reasonable efforts (including, in the event the acknowledgment referred to in this Section
9.10(c)(i) is not promptly received from Gold Merger Sub, such commercially reasonable efforts as may be mutually and reasonably
agreed upon in good faith by Borrower and Administrative Agent) to obtain from Gold Merger Sub an executed and notarized acknowledgement
pursuant to the PNK Master Lease in substantially the form of Exhibit U-2 hereto (or such other form as is agreed to by
Administrative Agent in its sole discretion) in respect of each Mortgage and each Mortgage Amendment entered into on or after the
PNK Acquisition Closing Date in respect of Real Property that is leased from Gold Merger Sub pursuant to the PNK Master Lease and,
if such acknowledgement is received by Borrower or PNK Tenant, promptly upon receipt (and, in any event, within one (1) Business
Day of receipt thereof by Borrower or PNK Tenant), Borrower shall deliver a copy of the same to Administrative Agent (which delivery
may be by electronic mail) and (ii) deliver written notice to Gold Merger Sub that this Agreement is designated as a “Debt
Agreement” pursuant to the definition of the term “Debt Agreement” under the PNK Master Lease.


 






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SECTION 9.11.         
Additional Credit Parties. Upon (i) any Credit Party creating or acquiring any Subsidiary that is a Wholly Owned Restricted
Subsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit
Party ceasing to be an Excluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to
Section 9.13 as an Excluded Immaterial Subsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming
a Wholly Owned Restricted Subsidiary (other than any Excluded Subsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary
referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such Credit Party shall, assuming
and to the extent that it does not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority
to the extent such approval is required by applicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable
efforts to obtain), (A) cause each such Wholly Owned Restricted Subsidiary to promptly (but in any event within 45 days (or
95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition of any such Subsidiary) after the
later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time as
Administrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates
(including Joinder Agreements, any amendments to the Credit Documents and a Perfection Certificate)) as Administrative Agent may
reasonably request in order to have such Wholly Owned Restricted Subsidiary become a Guarantor and (B) promptly (I) execute and
deliver to Collateral Agent such amendments to or additional Security Documents as Collateral Agent deems necessary or advisable
in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the Equity Interests
of such new Wholly Owned Restricted Subsidiary which are owned by any Credit Party and required to be pledged pursuant to the Security
Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in
the case of such Equity Interests, undated stock powers endorsed in blank, (III) cause such new Wholly Owned Restricted Subsidiary
to take such actions necessary or advisable (including executing and delivering a Joinder Agreement) to grant to Collateral Agent
for the benefit of the Secured Parties, a perfected security interest in the collateral described in (subject to any requirements
set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets or Pledged
Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with
respect to perfection of security interests and Liens not required under, or excluded from the requirements under, the Security
Agreement) the Security Agreement and all other Property (limited, in the case of Foreign Subsidiaries, to 65% of the voting Equity
Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiaries) of such Wholly Owned Restricted Subsidiary
in accordance with the provisions of Section 9.08 hereof with respect to such new Wholly Owned Restricted Subsidiary, or by law
or as may be reasonably requested by Collateral Agent, and (IV) deliver to Collateral Agent all legal opinions reasonably
requested relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing
Date with respect to such Guarantor; provided, however, that Borrower shall use its commercially reasonable efforts
to obtain such approvals for any Mortgage(s), Ship Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary)
to be granted by such Wholly Owned Restricted Subsidiary and for the Guarantee of such Wholly Owned Restricted Subsidiary as soon
as reasonably practicable. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties.


 


Notwithstanding the
foregoing in this Section 9.11 to the contrary, it is understood and agreed that (except with respect to Property constituting
Leased Property, as to which this paragraph shall not apply), no Lien(s), Mortgage(s), Ship Mortgage(s) and/or Guarantee of the
applicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above
in this Section 9.11 as a result of such Lien(s), Mortgage(s), Ship Mortgage(s) and/or Guarantee being prohibited (i) by the applicable
Gaming Authorities, any other applicable Governmental Authorities or applicable Law; provided, however, that Borrower
has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s), Ship Mortgage(s) and/or Guarantee
or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC), provided,
that such Contractual Obligation (A) is in existence on the Closing Date or, in the case of a Person who will become an Additional
Credit Party, is in existence on the date of such acquisition or (B) except with respect to Mortgages, Ship Mortgages and liens
on leaseholds of Vessels and Replacement Vessels, in each case, required pursuant to this Section 9.11, is not prohibited by Section
10.10.


 


SECTION 9.12.         
Limitation on Designations of Unrestricted Subsidiaries.


 


(a)                
Subject to Section 9.12(d), Borrower may, on or after the Closing Date, designate any Subsidiary of Borrower (other than
a Subsidiary of Borrower which owns one or more Principal Assets) as an “Unrestricted Subsidiary” under this Agreement
(a “Designation”) only if:


 


(i)             
no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to
such Designation;


 


(ii)              
Borrower would be permitted under this Agreement to make an Investment at the time of Designation (assuming the effectiveness
of such Designation) in an amount (the “Designation Amount”) equal to the sum of (A) the fair market value of
the Equity Interest of such Subsidiary owned by Borrower and/or any of the Restricted Subsidiaries on such date and (B) the aggregate
amount of Indebtedness of such Subsidiary owed to Borrower and the Restricted Subsidiaries on such date;


 


(iii)              
after giving effect to such Designation, Borrower shall be in compliance with the Financial Maintenance Covenants on a Pro
Forma Basis as of the most recent Calculation Date; and


 


(iv)              
such Subsidiary is not Penn Tenant or PNK Tenant and does not own, operate or manage any Principal Asset.


 






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Upon any such Designation after the Closing
Date (other than pursuant to Section 9.12(d)), Borrower and its Restricted Subsidiaries shall be deemed to have made an Investment
in such Unrestricted Subsidiary in an amount equal to the Designation Amount.


 


(b)               
Borrower may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”), whereupon
such Subsidiary shall then constitute a Restricted Subsidiary, if:


 


(i)             
no Default or Event of Default shall have occurred and be continuing at the time and immediately after giving effect to
such Revocation;


 


(ii)              
after giving effect to such Revocation, Borrower shall be in compliance with the Financial Maintenance Covenants on a Pro
Forma Basis as of the most recent Calculation Date; and


 


(iii)              
all Liens and Indebtedness of such Unrestricted Subsidiary and its Subsidiaries outstanding immediately following such Revocation
would, if incurred at the time of such Revocation, have been permitted to be incurred for all purposes of this Agreement.


 


(c)                
All Designations (other than pursuant to Section 9.12(d)) and Revocations occurring after the Closing Date must be evidenced
by an Officer’s Certificate of Borrower delivered to Administrative Agent with the Responsible Officer so executing such
certificate certifying compliance with the foregoing provisions of Section 9.12(a) (in the case of any such Designations) and of
Section 9.12(b) (in the case of any such Revocations).


 


(d)               
Notwithstanding the foregoing, on and as of the First Amendment A&R Credit Agreement Effective Date, the Persons set
forth on Schedule 9.12(d) shall automatically be designated as Unrestricted Subsidiaries and none of the conditions set
forth in Section 9.12(a) or the requirements set forth in Section 9.12(c) shall apply to such Designation.


 


(e)                
If Borrower designates a Guarantor as an Unrestricted Subsidiary in accordance with this Section 9.12, the Obligations
of such Guarantor under the Credit Documents shall terminate and be of no further force and effect and all Liens granted by such
Guarantor under the applicable Security Documents shall terminate and be released and be of no further force and effect, and all
Liens on the Equity Interests and debt obligations of such Guarantor shall be terminated and released and of no further force and
effect, in each case, without any action required by Administrative Agent or Collateral Agent. At Borrower’s request, Administrative
Agent and Collateral Agent will execute and deliver any instrument evidencing such termination and Collateral Agent shall take
all actions appropriate in order to effect such termination and release of such Liens and without recourse or warranty by Collateral
Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as
may be necessary and appropriate to effect such release). Any such foregoing actions taken by Administrative Agent and/or Collateral
Agent shall be at the sole cost and expense of Borrower.


 


SECTION 9.13.         
Limitation on Designation of Immaterial Subsidiaries.


 


(a)                
If for any reason the aggregate fair market value of the assets of all the Immaterial Subsidiaries exceeds the Immaterial
Subsidiary Threshold Amount, then, promptly after the occurrence of such event that causes the aggregate fair market value of all
Immaterial Subsidiaries to exceed the Immaterial Subsidiary Threshold Amount, Borrower shall designate (an “Excluded Designation”)
one or more Immaterial Subsidiaries as no longer constituting Immaterial Subsidiaries for all purposes of this Agreement (an “Excluded
Immaterial Subsidiary”) as may be necessary to ensure that the Immaterial Subsidiary Threshold is satisfied. Borrower
may redesignate (a “Redesignation”) an Excluded Immaterial Subsidiary as constituting an Immaterial Subsidiary
for purposes of this Agreement so long as such redesignated Excluded Immaterial Subsidiary is in compliance with the requirements
of the definition of Immaterial Subsidiary and such Redesignation does not cause or otherwise result in the aggregate fair market
value of the assets of all Immaterial Subsidiaries (after giving effect to the Redesignation of the Excluded Immaterial Subsidiary
as an Immaterial Subsidiary) to exceed the Immaterial Subsidiary Threshold Amount. For purposes of this Section 9.13(a), fair market
value shall be determined as of the most recent Calculation Date.


 






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(b)               
Any such Excluded Designation or Redesignation must be evidenced by an Officer’s Certificate of Borrower delivered
to Administrative Agent with the Responsible Officer executing such certificate certifying compliance with the foregoing provisions
of Section 9.13(a).


 


(c)                
If Borrower redesignates an Excluded Immaterial Subsidiary as an Immaterial Subsidiary in accordance with this Section 9.13,
so long as no Default or Event of Default exists, the Obligations of such Excluded Immaterial Subsidiary (as a Guarantor) under
the Credit Documents shall terminate and be of no further force and all Liens granted by such Excluded Immaterial Subsidiary (as
a Guarantor) under the applicable Security Documents shall terminate and be released and be of no further force and effect, in
each case, without any action required by Administrative Agent or Collateral Agent. At Borrower’s request, Administrative
Agent and Collateral Agent will execute and deliver any instrument evidencing such termination and Collateral Agent shall take
all actions appropriate in order to effect the termination and release of such Lien and without recourse or warranty by Collateral
Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as
may be necessary and appropriate to effect such release). Any such foregoing actions taken by Administrative Agent and/or Collateral
Agent shall be at the sole cost and expense of Borrower.


 


SECTION 9.14.         
Post-Closing Matters. Borrower will cause to be delivered or performed, as applicable, each of the following:


 


(a)                
Mortgage Matters. On or before the date that is 120 days after the Closing Date (or such later date as is permitted
by Administrative Agent in its sole discretion):


 


(i)             
Mortgaged Real Property. Administrative Agent shall have received with respect to each Mortgaged Real Property identified
on Schedule 1.01(D): (1) either amendments to the existing Mortgages (the “Mortgage Amendments”), or
new Mortgages, reasonably satisfactory to Administrative Agent and in proper form for recording in the recording office of each
political subdivision where each such Mortgaged Real Property is situated, (2) with respect to each of the Mortgage Amendments
(or new Mortgages), legal opinions, each of which shall be addressed to Administrative Agent, Collateral Agent and the Lenders,
dated the effective date of such Mortgage Amendment (or new Mortgage) and covering such matters as covered pursuant to the legal
opinions issued in connection with the Mortgages granted under the Existing Credit Agreement and evidence that Borrower has taken
all actions required by Section 9.10(b)(i) with respect to such Mortgage Amendment (or new Mortgage) and (3) with respect to each
Mortgaged Real Property, a new ALTA mortgage title insurance policy or one or more endorsements to the existing ALTA mortgagee
title insurance policies insuring the Administrative Agent with respect to each Mortgaged Real Property reasonably satisfactory
to Administrative Agent in form and substance.


 


(ii)              
Ship Mortgages. Administrative Agent shall have received with respect to each Mortgaged Vessel, if any, identified
on Schedule 8.13(b): (1) a Ship Mortgage granting in favor of Collateral Agent for the benefit of the Secured Parties a
legal, valid and enforceable first preferred ship mortgage on such Mortgaged Vessel under Chapter 313 of Title 46 of the United
States Code subject to Permitted Collateral Liens, executed and delivered by a duly authorized officer of the appropriate Credit
Party, in each case, together with such certificates, affidavits and instruments as shall be reasonably required in connection
with filing or recordation thereof and to grant a Lien on each such Mortgaged Vessel, (2) with respect to each Ship Mortgage, legal
opinions, each of which shall be addressed to Administrative Agent, Collateral Agent and the Lenders, dated the effective date
of such Ship Mortgage and covering such matters as the Administrative Agent shall reasonably request in a manner customary for
transactions of this type and (3)  certificates of insurance as required by each Ship Mortgage, which certificates shall
comply with the insurance requirements contained in Section 9.02 and the applicable Ship Mortgage, and all of the foregoing
shall be reasonably satisfactory to Administrative Agent.


 


(b)               
Additional Post-Closing Deliverables. Each of the documents and other agreements set forth on Schedule 9.14
shall be delivered or performed, as applicable, within the respective time frames specified therein.


 






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ARTICLE X.



NEGATIVE COVENANTS


 


Each Credit Party,
for itself and on behalf of its Restricted Subsidiaries, covenants and agrees with the Administrative Agent, Collateral Agent and
Lenders that until the Obligations have been Paid in Full (and each Credit Party covenants and agrees that it will cause its Restricted
Subsidiaries to observe and perform the covenants herein set forth applicable to any such Restricted Subsidiary):


 


SECTION 10.01.      
Indebtedness. Borrower and its Restricted Subsidiaries will not incur any Indebtedness, except:


 


(a)                
Indebtedness incurred pursuant to this Agreement and the other Credit Documents;


 


(b)               
Indebtedness outstanding on the Closing Date and listed on Schedule 10.01, and any Permitted Refinancings thereof;


 


(c)                
Indebtedness under any Swap Contracts (including, without limitation, any Interest Rate Protection Agreements); provided
that such Swap Contracts are entered into for bona fide hedging activities and not for speculative purposes;


 


(d)               
intercompany Indebtedness of Borrower and the Restricted Subsidiaries to Borrower or other Restricted Subsidiaries;


 


(e)                
Indebtedness in respect of the Borrower 2021 Notes; provided that such Indebtedness has been Discharged;


 


(f)                 
Indebtedness in respect of workers’ compensation claims, self-insurance obligations, performance bonds, surety, appeal
or similar bonds, completion guarantees and letters of credit provided by Borrower or any of its Restricted Subsidiaries in the
ordinary course of its business (including to support Borrower’s or any of its Restricted Subsidiaries’ applications
for Gaming Licenses or for the purposes referenced in this clause (f));


 


(g)               
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business;


 


(h)               
Indebtedness (other than Indebtedness referred to in Section 10.01(b)) in respect of Purchase Money Obligations and Capital
Lease Obligations and refinancings or renewals thereof, in an aggregate principal amount not to exceed at any time outstanding,
the greater of (i) $100.0 million and (ii) 1.75% of Consolidated Total Assets as of the date of such incurrence (calculated on
a Pro Forma Basis);


 


(i)                 
Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;


 


(j)                 
guarantees by Borrower or Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred by Borrower or any
Restricted Subsidiary under this Section 10.01;


 


(k)               
Indebtedness of a Person that becomes a Subsidiary of Borrower or any of its Restricted Subsidiaries after the date hereof
in connection with a Permitted Acquisition or other Acquisition permitted hereunder; provided, however, that such
Indebtedness existed at the time such Person became a Subsidiary and was not created in anticipation or contemplation thereof,
and Permitted Refinancings thereof;


 






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(l)                 
(i) Permitted Unsecured Indebtedness and Permitted Second Lien Indebtedness, so long as (x) Borrower and its Restricted
Subsidiaries shall be in compliance with the Financial Maintenance Covenants on a Pro Forma Basis as of the most recent Calculation
Date (provided that, for such purpose, to the extent such Permitted Unsecured Indebtedness or Permitted Second Lien Indebtedness
is or is to be used primarily to fund a Permitted Acquisition or other Acquisition not prohibited hereunder (including repayment
of Indebtedness of the Person acquired, or that is secured by the assets acquired, in such Permitted Acquisition or other Acquisition),
such compliance may be, at the Borrower’s option, determined on a Pro Forma Basis as of the Calculation Date immediately
preceding (1) in the case of the PNK Acquisition, the First Amendment to A&R Credit Agreement Approval Date giving effect to
the modifications set forth in this Closing Amended Credit Agreement (as defined in the First Amendment to A&R Credit Agreement)
and (2) in all other cases, the date on which a binding contract with respect to such Permitted Acquisition or other Acquisition
is entered into between Borrower or a Restricted Subsidiary and the seller with respect thereto, and in each case giving effect
to such Permitted Unsecured Indebtedness and Permitted Second Lien Indebtedness and such Permitted Acquisition or other Acquisition
as if incurred and consummated on the first day of the applicable period) and (y) no Event of Default shall have occurred and be
continuing after giving effect thereto (provided that, with respect to any Permitted Unsecured Indebtedness or Permitted
Second Lien Indebtedness the proceeds of which are used primarily to fund a Permitted Acquisition or other Acquisition substantially
concurrently upon the receipt thereof (including repayment of Indebtedness of the Person acquired, or that is secured by the assets
acquired, in such Permitted Acquisition or other Acquisition), the absence of an Event of Default shall not constitute a condition
to the issuance or incurrence of such Permitted Unsecured Indebtedness or Permitted Second Lien Indebtedness) and (ii) Permitted
Refinancings of any Indebtedness incurred pursuant to clause (i) so long as (x) in the case of Permitted Refinancings of Permitted
Second Lien Indebtedness, such Permitted Refinancings qualify as either Permitted Second Lien Indebtedness or Permitted Unsecured
Indebtedness or (y) in the case of Permitted Refinancings of Permitted Unsecured Indebtedness, such Permitted Refinancings qualify
as Permitted Unsecured Indebtedness;


 


(m)              
(i) Permitted First Lien Indebtedness, so long as (w) the Consolidated Senior Secured Net Leverage Ratio shall not exceed
2.00 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date, (x) Borrower and its Restricted Subsidiaries shall be
in compliance with the Financial Maintenance Covenants on a Pro Forma Basis as of the most recent Calculation Date (provided
that, for such purpose, to the extent such Permitted First Lien Indebtedness is or is to be used primarily to fund a Permitted
Acquisition or other Acquisition not prohibited hereunder (including repayment of Indebtedness of the Person acquired, or that
is secured by the assets acquired, in such Permitted Acquisition or other Acquisition), such compliance may be, at the Borrower’s
option, determined on a Pro Forma Basis as of the Calculation Date immediately preceding (1) in the case of the PNK Acquisition,
the First Amendment to A&R Credit Agreement Approval Date giving effect to the modifications set forth in this Closing Amended
Credit Agreement (as defined in the First Amendment to A&R Credit Agreement) and (2) in all other cases, the date on which
a binding contract with respect to such Permitted Acquisition or other Acquisition is entered into between Borrower or a Restricted
Subsidiary and the seller with respect thereto, and in each case giving effect to such Permitted First Lien Indebtedness and such
Permitted Acquisition or other Acquisition as if incurred and consummated on the first day of the applicable period), (y) no Event
of Default shall have occurred and be continuing after giving effect thereto (provided that, with respect to any Permitted
First Lien Indebtedness the proceeds of which are used primarily to fund a Permitted Acquisition or other Acquisition substantially
concurrently upon the receipt thereof (including repayment of Indebtedness of the Person acquired, or that is secured by the assets
acquired, in such Permitted Acquisition or other Acquisition), the absence of an Event of Default shall not constitute a condition
to the issuance or incurrence of such Permitted First Lien Indebtedness), and (z) in the reasonable judgment of Borrower, the terms
of such Indebtedness, when taken as a whole, are not materially more restrictive than the terms of this Agreement;
provided that no Indebtedness may be incurred pursuant to this Section 10.01(m)(i) during the Covenant Relief Period
and (ii) Permitted Refinancings of any Indebtedness incurred pursuant to clause (i) so long as such Permitted Refinancings qualify
as Permitted First Lien Indebtedness, Permitted Second Lien Indebtedness or Permitted Unsecured Indebtedness;


 


(n)               
unsecured Indebtedness of the kind described in clause (d) of the definition of “Indebtedness” so long, in the
case of any such Indebtedness other than earn-out obligations, at the time of incurrence thereof, (i) no Event of Default shall
have occurred and be continuing after giving effect thereto and (ii) Borrower and its Restricted Subsidiaries shall be in compliance
with the Financial Maintenance Covenants on a Pro Forma Basis as of the most recent Calculation Date;


 


(o)               
Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing
Debt;


 


(p)               
Indebtedness of Borrower under the Senior Unsecured Notes, and Permitted Refinancings thereof;


 






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(q)               
unsecured Indebtedness of Borrower or any Restricted Subsidiary in an aggregate principal amount not to exceed at any time
outstanding, the greater of (i) $150.0 million and (ii) 2.0% of Consolidated Total Assets as of the date of such incurrence (calculated
on a Pro Forma Basis); provided that during the Covenant
Relief Period $50.0 million of Indebtedness incurred pursuant to this Section 10.01(q) may be secured;


 


(r)                 
Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; and


 


(s)                
Investments under Section 10.04(k), 10.04(l), 10.04(m), 10.04(s) and 10.04(t) consisting of guarantees in an aggregate amount
not to exceed at any time, the greater of (i) $500.0 million and (ii) 7.0% of Consolidated Total Assets as of the date of such
incurrence (calculated on a Pro Forma Basis); provided
that, no Indebtedness in the form of Investments consisting of guarantees may be incurred under this Section 10.01(s) during the
Covenant Relief Period other than Investments permitted by Section 10.04(t)(i);


 


(t)                 
(A)Indebtedness of Borrower in respect of one or more series of senior unsecured notes or loans, senior secured first
lien or junior lien notes or loans or subordinated notes or loans that may be secured by the Collateral on a pari passu
or junior basis with the Obligations, that are issued or made in lieu of New Revolving Commitments and/or New Term Loan Commitments
pursuant to an indenture, a loan agreement or a note purchase agreement or otherwise (any such Indebtedness, “Incremental
Equivalent Debt”); provided that (i) the aggregate principal amount of all Incremental Equivalent Debt issued
or incurred pursuant to this Section 10.01(t) shall not, together with any Incremental Revolving Commitments, New Term Loan Commitments
(and, without duplication, New Term Loans), Incremental Term A Loan Commitments (and, without duplication, Incremental Term A Loans),
Incremental Term B Loan Commitments (and, without duplication, Incremental Term B Loans), and/or Incremental Term B-1 Loan Commitments
(and, without duplication, Incremental Term B-1 Loans) issued or incurred (but excluding any such Incremental Term Loan Commitments
that have been terminated prior to such date without being funded) on or prior to such date exceed the Incremental Loan Amount
(with the Incremental Loan Amount to be determined as if any Incremental Equivalent Debt is senior secured indebtedness even if
such Incremental Equivalent Debt is unsecured); (ii) no Event of Default shall have occurred and be continuing or would exist immediately
after giving effect to such incurrence or issuance; provided that, with respect to any Incremental Equivalent Debt the proceeds
of which are used primarily to fund a Permitted Acquisition or other Acquisition substantially concurrently upon the receipt thereof
(including repayment of Indebtedness of the Person acquired, or that is secured by the assets acquired, in such Permitted Acquisition
or other Acquisition), the absence of an Event of Default shall not constitute a condition to the issuance or incurrence of such
Incremental Equivalent Debt; (iii) Borrower shall be in compliance with the Financial Maintenance Covenants on a Pro Forma Basis
as of the most recent Calculation Date (provided that, for such purpose, (w) to the extent such Incremental Equivalent Debt
is or is to be used primarily to fund a Permitted Acquisition or other Acquisition not prohibited hereunder (including repayment
of Indebtedness of the Person acquired, or that is secured by the assets acquired, in such Permitted Acquisition or other Acquisition),
such compliance may be, at the Borrower’s option, determined on a Pro Forma Basis as of the Calculation Date immediately
preceding (1) in the case of the PNK Acquisition, the First Amendment to A&R Credit Agreement Approval Date giving effect to
the modifications set forth in this Closing Amended Credit Agreement (as defined in the First Amendment to A&R Credit Agreement)
and (2) in all other cases, the date on which a binding contract with respect to such Permitted Acquisition or other Acquisition
is entered into between Borrower or a Restricted Subsidiary and the seller with respect thereto, and in each case giving effect
to such Incremental Equivalent Debt and such Permitted Acquisition or other Acquisition as if incurred and consummated on the first
day of the applicable period, (x) Consolidated Net Indebtedness shall not take into account any cash or cash equivalents constituting
proceeds of any Incremental Commitments to be provided on such date or any cash or cash equivalents of any Incremental Equivalent
Debt to be issued or incurred on such date that may otherwise reduce the amount of Consolidated Net Indebtedness and (y) in the
case of any Incremental Revolving Commitments and Incremental Equivalent Debt consisting of revolving credit facilities, pro
forma effect shall be given to any New Revolving Loans, Revolving Loans under Incremental Revolving Commitments and any loans
under any Incremental Equivalent Debt consisting of a revolving credit facility, in each case, to the extent actually made on such
date, but any proposed Incremental Revolving Commitments or Incremental Equivalent Debt to be incurred on such date consisting
of a revolving credit facility shall not otherwise be treated as drawn); (iv) if such Incremental Equivalent Debt is (x) secured
on a pari passu basis with the Obligations, such Incremental Equivalent Debt shall have a maturity date and Weighted Average
Life to Maturity (without giving effect to prepayments that reduce scheduled amortization) no shorter than any then-existing Tranche
of Term Loans or (y) secured on a second lien (or other junior basis) or is unsecured, such Incremental Equivalent Debt shall satisfy
the definition of Permitted Junior Debt Conditions; (v) if such Incremental Equivalent Debt is secured (x) on pari passu
basis with the Obligations, the holders of such Indebtedness (or their representative) and Administrative Agent shall be party
to the Pari Passu Intercreditor Agreement or (y) or second lien (or other junior) basis to the Obligations, the holders
of such Indebtedness (or their representative) shall be party to the Second Lien Intercreditor Agreement (as “Second Priority
Debt Parties”) with the Administrative Agent; (vi) except as set forth in clauses (i) – (v) of this paragraph (t),
the terms (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) of such Incremental
Equivalent Debt are (as determined by Borrower in good faith), taken as a whole, not materially more restrictive than the terms
set forth in this Agreement; and (B) any Permitted Refinancing in respect thereof that satisfies clause (A)(v) and (A)(vi) above;


 






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(u)               
Indebtedness used to finance, or incurred or issued for the purpose of financing, Expansion Capital Expenditures or Development
Projects (including Permitted Refinancings thereof) in an aggregate principal amount not to exceed $600.0 million at any time outstanding
so long as no Event of Default shall have occurred and be continuing after giving effect thereto; provided
that, no Indebtedness may be incurred under this Section 10.01(u) during the Covenant Relief Period;


 


(v)               
Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries in an aggregate amount not to exceed at any time outstanding,
the greater of (i) $100.0 million and (ii) 1.75% of Consolidated Total Assets as of the date of such incurrence (calculated on
a Pro Form Basis), so long as such Indebtedness is not guaranteed by any Credit Party; andprovided
that, no Indebtedness may be incurred under this Section 10.01(v) during the Covenant Relief Period;


 


(w)              
Indebtedness in an aggregate principal amount not to exceed at any time outstanding, the greater of (i) $100.0 million and
(ii) 1.75% of Consolidated Total Assets as of the date of such incurrence (calculated on a Pro Forma Basis), consisting of loans
advanced by a Landlord or one of its Affiliates for the purpose of funding capital expenditures with respect to gaming facilities
and related assets, in each case, so long as (A) no Event of Default shall have occurred and be continuing after giving effect
thereto and (B) immediately after giving effect to such Indebtedness Borrower shall be in compliance on a Pro Forma Basis with
the Financial Maintenance Covenants as of the most recent Calculation Date.;
provided that, no Indebtedness may be incurred under this Section 10.01(w) during the Covenant Relief Period; and


 


(x)               
(i) unsecured Indebtedness or Indebtedness that is secured by the Collateral
on a second priority (or other junior priority) basis to the Liens securing the Obligations, of Borrower and its Restricted Subsidiaries
incurred during the Covenant Relief Period pursuant to any bail-out, support or relief plan offered by any Governmental Authority
in connection with the COVID-19 pandemic so long as at the time of incurrence thereof, no Event of Default shall have occurred
and be continuing after giving effect thereto and (ii) Permitted Refinancings thereof.


 


In the event that any
item of Indebtedness meets more than one of the categories set forth above in this Section 10.01, Borrower may, in its sole discretion,
divide, classify or reclassify, and/or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof)
and only be required to include the amount and type of such Indebtedness in one or more of such clauses, at its election; provided
that Indebtedness incurred under this Agreement on the Closing Date shall be deemed incurred pursuant to Section 10.01(a) and may
not be reclassified.


 


In addition, for purposes
of determining compliance with Section 10.01. (A) with respect to any Indebtedness otherwise permitted pursuant to this Section
10.01, (x) any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted
value, the unionization of original issue discount.,
the payment of interest in the form of additional Indebtedness, the accretion of original issue discount or liquidation preference
shall be permitted, and (y) increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange
rate of currencies shall be permitted, and (B) if the proceeds of any incurrence.,
issuance or assumption of Indebtedness are to be used to fund the refinancing of any then-outstanding Indebtedness, then such refinancing
shall be deemed to have occurred substantially simultaneously with such incurrence, issuance or assumption so long as (1) such
refinancing occurs on the same Business Day as such incurrence.,
issuance or assumption, (2) if such proceeds will be offered (through a tender offer or otherwise) to the holders of such Indebtedness
to be refinanced.,
the proceeds thereof are deposited with a trustee, agent or other representative for such holders pending the completion of such
offer on the same Business Day as such incurrence.,
issuance or assumption (and such proceeds are ultimately used in the consummation of such offer or otherwise used to refinance
Indebtedness), (3) if such proceeds will be used to fund the redemption, discharge or defeasance of such Indebtedness to be refinanced,
the proceeds thereof are deposited with a trustee, agent or other representative for such Indebtedness pending such redemption.,
discharge or defeasance on the same Business Day as such incurrence, issuance or assumption or (4) the proceeds thereof are otherwise
set aside to fund such refinancing pursuant to procedures reasonably agreed with Administrative Agent.


 






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SECTION 10.02.      
Liens. Neither Borrower nor any Restricted Subsidiary shall create, incur, grant, assume or permit to exist, directly
or indirectly, any Lien on any Property now owned or hereafter acquired by it or on any income or revenues or rights in respect
of any thereof, except (the “Permitted Liens”):


 


(a)                
Liens for Taxes not yet due and payable or delinquent and Liens for Taxes that are being contested in good faith by appropriate
proceedings and for which adequate reserves have been established in accordance with GAAP;


 


(b)               
Liens in respect of property of Borrower or any Restricted Subsidiary imposed by law, which were incurred in the ordinary
course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s,
landlord’s and mechanics’ liens, maritime liens and other similar Liens arising in the ordinary course of business
(i) for amounts not yet overdue for a period of sixty (60) days or (ii) for amounts that are overdue for a period in excess of
sixty (60) days that are being contested in good faith by appropriate proceedings (inclusive of amounts that remain unpaid as a
result of bona fide disputes with contractors, including where the amount unpaid is greater than the amount in dispute), so long
as adequate reserves have been established in accordance with GAAP;


 


(c)                
Liens securing Indebtedness incurred pursuant to Section 10.01(b) and listed on Schedule 10.02; provided,
however, that (i) such Liens do not encumber any Property of Borrower or any Restricted Subsidiary other than (x) any such
Property subject thereto on the Closing Date, (y) after-acquired property that is affixed or incorporated into Property covered
by such Lien and (z) proceeds and products thereof, and (ii) the amount of Indebtedness secured by such Liens does not increase,
except as contemplated by Section 10.01(b);


 


(d)               
easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other
similar charges or encumbrances, and minor title deficiencies on or with respect to any Real Property, in each case whether now
or hereafter in existence, not (i) securing Indebtedness and (ii) individually or in the aggregate materially interfering with
the conduct of the business of Borrower and its Restricted Subsidiaries, taken as a whole;


 


(e)                
Liens arising out of judgments or awards not resulting in an Event of Default;


 


(f)                 
Liens (other than any Lien imposed by ERISA) (i) imposed by law or deposits made in connection therewith in the ordinary
course of business in connection with workers’ compensation, unemployment insurance and other types of social security, (ii) incurred
in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety,
stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, rental obligations (limited,
in the case of rental obligations, to security deposits and deposits to secure obligations for Taxes, insurance, maintenance and
similar obligations), utility services, performance and return of money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money), (iii) arising by virtue of deposits made in the ordinary course of business to secure
liability for premiums to insurance carriers or (iv) Liens on deposits made to secure Borrower’s or any of its Subsidiaries’
Gaming License applications or to secure the performance of surety or other bonds issued in connection therewith; provided,
however, that to the extent such Liens are not imposed by Law, such Liens shall in no event encumber any Property other
than cash and Cash Equivalents or, in the case of clause (iii), proceeds of insurance policies;


 


(g)               
Leases with respect to the assets or properties of any Credit Party or its respective Subsidiaries, in each case entered
into in the ordinary course of such Credit Party’s or Subsidiary’s business so long as each of the Leases entered into
after the date hereof with respect to Real Property constituting Collateral are subordinate in all respects to the Liens granted
and evidenced by the Security Documents and do not, individually or in the aggregate, (x) interfere in any material respect with
the ordinary conduct of the business of the Credit Parties and their respective Subsidiaries, taken as a whole, or (y) materially
impair the use (for its intended purposes) or the value of the Properties of the Credit Parties and their respective Subsidiaries,
taken as a whole; provided that upon the request of Borrower, the Collateral Agent shall enter into a customary subordination
and non-disturbance and attornment agreement in connection with any such Lease;


 






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(h)               
Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered
into by Borrower or such Restricted Subsidiary in the ordinary course of business;


 


(i)                 
Liens arising pursuant to Purchase Money Obligations or Capital Lease Obligations (and refinancings or renewals thereof),
in each case, incurred pursuant to Section 10.01(h); provided, however, that (i) the Indebtedness secured by any
such Lien (including refinancings thereof) does not exceed 100% of the cost of the property being acquired, constructed, improved
or leased at the time of the incurrence of such Indebtedness (plus, in the case of refinancings, accrued interest on the
Indebtedness refinanced and fees and expenses relating thereto) and (ii) any such Liens attach only to the property being financed
pursuant to such Purchase Money Obligations or Capital Lease Obligations (or in the case of refinancings which were previously
financed pursuant to such Purchase Money Obligations or Capital Lease Obligations) (and directly related assets, including proceeds
and replacements thereof) and do not encumber any other Property of Borrower or any Restricted Subsidiary (it being understood
that all Indebtedness to a single lender shall be considered to be a single Purchase Money Obligation or Capital Lease Obligation,
whether drawn at one time or from time to time and that all such Indebtedness of a single lender may be cross-collateralized);


 


(j)                 
bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents
on deposit in one or more accounts maintained by Borrower or any Restricted Subsidiary, in each case granted in the ordinary course
of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect
to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided,
however, that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure
(either directly or indirectly) the repayment of any Indebtedness;


 


(k)               
Liens on assets of a Person (or its Subsidiaries) existing at the time such Person is acquired or merged with or into or
consolidated with Borrower or any Restricted Subsidiary (and not created in connection with or in anticipation or contemplation
thereof); provided, however, that such Liens do not extend to assets not subject to such Liens at the time of acquisition
(other than improvements and attachments thereon, accessions thereto and proceeds thereof) and are no more favorable to the lienholders
than the existing Lien;


 


(l)                 
in addition to Liens otherwise permitted by this Section 10.02, other Liens incurred with respect to any Indebtedness or
other obligations of Borrower or any of its Subsidiaries; provided, however, that (x) the aggregate principal amount
of such Indebtedness secured by such Liens shall not exceed at any time outstanding, the greater of (i) $50.0 million and (ii)
1.0% of Consolidated Total Assets as of the date of such incurrence (calculated on a Pro Forma Basis), and
(y) any such Liens on Collateral shall be junior or otherwise subordinated in all respects to any Liens in
favor of Collateral Agent on any of the Collateral to the reasonable satisfaction of Administrative Agent and
(z) no Liens may be incurred under clause (x)(ii) of this Section 10.02(l) during the Covenant Relief Period;


 


(m)              
(i) licenses of Intellectual Property to GLPI or one of its Subsidiaries for use in connection with its ownership and operation
of the TRS Properties, and (ii) licenses of Intellectual Property granted by Borrower or any Restricted Subsidiary in the ordinary
course of business and not interfering in any material respect with the ordinary conduct of the business of Borrower and its Restricted
Subsidiaries, taken as a whole;


 


(n)               
Liens pursuant to the Credit Documents, including, without limitation, Liens related to Cash Collateralizations;


 


(o)               
Permitted Vessel Liens;


 


(p)               
Liens arising under applicable Gaming Laws; provided, however, that no such Lien constitutes a Lien securing
repayment of Indebtedness for borrowed money;


 






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(q)               
(i) Liens pursuant to a Master Lease, any Additional Lease and similar leases entered into for the purpose of, or with respect
to, operating or managing gaming facilities and related assets, which Liens are limited to the leased property under the applicable
lease and granted to the landlord under such lease for the purpose of securing the obligations of the tenant under such lease to
such landlord and (ii) Liens on cash and Cash Equivalents (and on the related escrow accounts or similar accounts, if any) required
to be paid to the lessors (or lenders to such lessors) under such leases or maintained in an escrow account or similar account
pending application of such proceeds in accordance with the applicable lease;


 


(r)                 
Liens to secure Indebtedness incurred pursuant to Section 10.01(v); provided that such Liens do not encumber any
Property of Borrower or any Restricted Subsidiary other than any Foreign Subsidiary;


 


(s)                
Prior Mortgage Liens with respect to the applicable Mortgaged Real Property;


 


(t)                 
Liens on cash and Cash Equivalents deposited to Discharge, redeem or defease Indebtedness that was permitted to so be repaid;


 


(u)               
Liens arising from precautionary UCC financing statements filings regarding operating leases or consignment of goods entered
into in the ordinary course of business;


 


(v)               
Liens on the Collateral securing (i) Permitted First Lien Indebtedness permitted under Section 10.01(m) or Permitted First
Priority Refinancing Debt and, in each case, subject to the Pari Passu Intercreditor Agreement or (ii) Permitted Second
Lien Indebtedness permitted under Sections 10.01(l) or 10.01(m) or Permitted Second Priority Refinancing Debt and, in each case,
subject to the Second Lien Intercreditor Agreement (as “Second Priority Liens”);


 


(w)              
Liens on the Collateral securing Incremental Equivalent Debt, and Permitted Refinancings thereof, in each case, permitted
under 10.01(t) and subject to the Pari Passu Intercreditor Agreement or the Second Lien Intercreditor Agreement (in the
case of Liens intended to be subordinated to the Liens securing the Obligations, as “Second Priority Liens”), as and
to the extent applicable;


 


(x)               
Liens solely on any cash earnest money deposits made by Borrower or any of its Subsidiaries in connection with any letter
of intent or purchase agreement in respect of a Permitted Acquisition or Investment (including any other Acquisition) not prohibited
by this Agreement;


 


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


 


(z)                
Liens arising in connection with transactions relating to the selling or discounting of accounts receivable in the ordinary
course of business;


 


(aa)             
licenses, leases or subleases granted to other Persons not materially interfering with the conduct of the business of Borrower
and its Subsidiaries taken as a whole;


 


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


 


(cc)             
Liens created by the applicable Transfer Agreement;


 


(dd)            
Liens securing obligations of any Person in respect of employee deferred compensation and benefit plans in connection with
 “rabbi trusts” or other similar arrangements; and


 


(ee)             
Liens arising pursuant to Indebtedness incurred pursuant to Section 10.01(u).;
and


 






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(ff)              
Liens arising pursuant to Indebtedness incurred pursuant to Section 10.01(x)
and subject to the Second Lien Intercreditor Agreement (as “Second Priority Liens”).


 


In connection with
the granting of Liens of the types described in clauses (c), (g), (k), (l), (r), (s), (t), (v) and,
(w) and (ff) of this Section 10.02 by Borrower of
any of its Restricted Subsidiaries, Administrative Agent and Collateral Agent shall be authorized to take any actions deemed appropriate
by it in connection therewith (including, without limitation, by entering into or amending appropriate lien subordination or intercreditor
agreements).


 


SECTION 10.03.      
Master Leases.


 


(a)                
Neither Borrower nor Penn Tenant will terminate or allow or consent to the termination of the Penn Master Lease or will
enter into any amendment, waiver or modification to the Penn Master Lease if (i) such amendment, waiver or modification could reasonably
be expected to have a Material Adverse Effect or (ii) after giving pro forma effect to such amendment, waiver or modification,
Borrower will not be in compliance with the provisions of Section 10.08; provided that neither Borrower nor Penn Tenant
will allow any amendment, waiver or modification of the Penn Master Lease that (i) shortens the term of the Penn Master Lease to
less than twenty (20) years (including extension or renewal options) from the date of such amendment, waiver or modification, (ii)
tightens the financial covenants applicable to Penn Tenant (other than technical amendments to the definitions of such financial
terms so long as such amendments do not materially affect Penn Tenant’s ability to comply with such financial covenants),
(iii) amends, waives or modifies Articles XIV (Insurance Proceeds), XV (Condemnation), XVII (Leasehold Mortgagees), XXII (Assignments)
or XXXVI (Organized Sale Process) of the Penn Master Lease (including by amendment of the defined terms used therein) in a manner
materially adverse to the interests of the Secured Parties or (iv) amends, waives or modifies Article XI (Liens) of the Penn Master
Lease to the extent adversely impacting the ability of the Secured Parties to obtain or maintain a Lien on the Properties of Borrower
or its Restricted Subsidiaries, in each case, without the consent of the Required Lenders. Penn Tenant shall not transfer its rights
or obligations under the Penn Master Lease to any Person other than to Borrower or a Guarantor (or a Person that becomes a Guarantor
in connection with such transaction); provided, however, that no such transfer shall be permitted hereunder unless
expressly permitted under the Penn Master Lease or consented to in writing by GLP Capital.


 


(b)               
From and after the PNK Acquisition Closing Date, neither Borrower nor PNK Tenant will terminate or allow or consent to the
termination of the PNK Master Lease or will enter into any amendment, waiver or modification to the PNK Master Lease if (i) such
amendment, waiver or modification could reasonably be expected to have a Material Adverse Effect or (ii) after giving pro forma
effect to such amendment, waiver or modification, Borrower will not be in compliance with the provisions of Section 10.08; provided
that neither Borrower nor PNK Tenant will allow any amendment, waiver or modification of the PNK Master Lease that (i) shortens
the term of the PNK Master Lease to less than twenty (20) years (including extension or renewal options) from the date of such
amendment, waiver or modification, (ii) tightens the financial covenants applicable to PNK Tenant (other than technical amendments
to the definitions of such financial terms so long as such amendments do not materially affect PNK Tenant’s ability to comply
with such financial covenants), (iii) amends, waives or modifies Articles XIV (Insurance Proceeds), XV (Condemnation), XVII (Leasehold
Mortgagees), XXII (Assignments) or XXXVI (Organized Sale Process) of the PNK Master Lease (including by amendment of the defined
terms used therein) in a manner materially adverse to the interests of the Secured Parties or (iv) amends, waives or modifies Article
XI of the PNK Master Lease to the extent adversely impacting the ability of the Secured Parties to obtain or maintain a Lien on
the Properties of Borrower or its Restricted Subsidiaries, in each case, without the consent of the Required Lenders. From and
after the PNK Closing Date, PNK Tenant shall not transfer its rights or obligations under the PNK Master Lease to any Person other
than to Borrower or a Guarantor (or a Person that becomes a Guarantor in connection with such transaction); provided, however,
that no such transfer shall be permitted hereunder unless expressly permitted under the PNK Master Lease or consented to in writing
by Gold Merger Sub.


 


SECTION 10.04.      
Investments, Loans and Advances. Neither Borrower nor any Restricted Subsidiary will, directly or indirectly, make any
Investment, except for the following:


 


(a)                
Investments and commitments to make Investments outstanding on the Closing Date and identified on Schedule 10.04
and any Investments received in respect thereof without the payment of additional consideration (other than through the issuance
of or exchange of Qualified Capital Stock);


 






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(b)               
Investments in cash and Cash Equivalents (including any Investments that were Cash Equivalents at the time made);


 


(c)                
Borrower may enter into Swap Contracts to the extent permitted by Section 10.01(c);


 


(d)               
Investments (i) by Borrower in any Restricted Subsidiary, (ii) by any Restricted Subsidiary in Borrower, (iii) by a Restricted
Subsidiary in another Restricted Subsidiary and (iv) by Borrower or any Restricted Subsidiary in any other Company (provided
that the aggregate amount of Investments made pursuant to this clause (iv) shall not exceed at any time outstanding, the greater
of (A) $100.0 million and (B) 1.75% of Consolidated Total Assets as of the date of such Investment (calculated on a Pro Forma Basis));
provided that, (1) in each case, any intercompany
loan (it being understood and agreed that intercompany receivables or advances made in the ordinary course of business do not constitute
loans) in excess of $10.0 million individually shall be evidenced by a promissory note and, to the extent that the payee, holder
or lender of such intercompany loan is a Credit Party, such promissory note shall be pledged (and delivered) by such Credit Party
to Collateral Agent on behalf of the Secured Parties; and
(2) during the Covenant Relief Period, no Investment shall be made under this Section 10.04(d) by any Credit Party in a Person
that is not a Credit Party other than Investments in Restricted Subsidiaries that are not Credit Parties in an aggregate amount
not to exceed $15.0 million;


 


(e)                
Borrower and its Restricted Subsidiaries may sell or transfer assets to the extent permitted by Section 10.05;


 


(f)                 
Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of such trade creditors or customers or in settlement of delinquent or overdue accounts in the
ordinary course of business;


 


(g)               
Investments made by Borrower or any Restricted Subsidiary as a result of consideration received in connection with an Asset
Sale made in compliance with Section 10.05;


 


(h)               
Investments consisting of moving, entertainment and travel expenses, drawing accounts and similar expenditures made to officers,
directors and employees in the ordinary course of business not to exceed $10.0 million in the aggregate at any time outstanding;


 


(i)                 
Permitted Acquisitions; provided that, no Permitted
Acquisitions may be made pursuant to this Section 10.04(i) during the Covenant Relief Period;


 


(j)                 
extensions of trade credit (including to gaming customers) in the ordinary course of business;


 


(k)               
in addition to Investments otherwise permitted by this Section 10.04, other Investments by Borrower or any of its Restricted
Subsidiaries; provided that the amount of such Investments to be made pursuant to this Section 10.04(k), plus the Outstanding
Investment Amount (which, for the avoidance of duplication, shall be calculated for such purpose without including the amount of
such Investment proposed to be made pursuant to this Section 10.04(k)) as of such date, do not exceed the sum of (i) the greater
of (A) $500 million and (B) 7.0% of Consolidated Total Assets as of the date of such Investment (calculated on a Pro Forma Basis),
plus (ii) the Aggregate Existing Investment Returns as of such date and, provided further, that (xw)
at the time of making such Investment and after giving effect thereto, no Event of Default shall have occurred and be continuing,
(yx)
immediately after giving effect to such Investment Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance
Covenants as of the most recent Calculation Date and,
(zy)
Borrower shall designate each such Investment as having been made pursuant to this Section 10.04(k) in the Compliance Certificate
for the fiscal quarter in which such Investment is made and (z) no
Investments may be made under this Section 10.04(k) during the Covenant Relief Period;


 


(l)                 
in addition to Investments otherwise permitted by this Section 10.04, Investments by Borrower or any of its Restricted Subsidiaries;
provided that (i) the amount of such Investments to be made pursuant to this Section 10.04(l) do not exceed the Available
Amount determined at the time such Investment is made, (ii) immediately before and after giving effect thereto, no Event of
Default has occurred and is continuing and,
(iii) immediately after giving effect thereto Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance
Covenants as of the most recent Calculation Date and (iv) no
Investments may be made under this Section 10.04(l) during the Covenant Relief Period;


 






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(m)              
additional Investments so long as, at the time such Investment is made and after giving effect thereto, (x) no Event of
Default has occurred and is continuing and (y) the Consolidated Senior Secured Net Leverage Ratio is less than or equal to 1.75
to 1.00 on a Pro Forma Basis as of the most recent Calculation Date; provided
that, no Investments may be made under this Section 10.04(m) during the Covenant Relief Period;


 


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


 


(o)               
(i) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or consolidated with or
into Borrower or a Restricted Subsidiary, in each case in accordance with the terms of this Agreement, to the extent that such
Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence
on the date of such acquisition, merger or consolidation and (ii) Investments outstanding on the First Amendment to A&R Credit
Agreement Effective Date in Unrestricted Subsidiaries set forth on Schedule 9.12(d) to the extent that such Investments were not
made in contemplation of or in connection with the PNK Acquisition;


 


(p)               
Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary
course of business;


 


(q)               
Investments in Unrestricted Subsidiaries in an amount not to exceed $75.0 million outstanding at any time; provided
that, (i) the amount of such Investments outstanding
shall be deemed to equal the aggregate amount, in each case, valued at fair market value at the time each such Investment was made,
of such Investments minus (x) Specified Unrestricted Subsidiaries Investment Returns received on or prior to such date,
and (y) reductions in the amount of such Investments as provided in the definition of “Investment” and
(ii) no Investments may be made under this Section 10.04(q) during the Covenant Relief Period.


 


(r)                 
the occurrence of a Reverse Trigger Event under any applicable Transfer Agreement;


 


(s)                
so long as immediately before and after giving effect thereto no Event of Default has occurred and is continuing and after
giving effect thereto Borrower will be in compliance on a Pro Forma Basis with the Financial Maintenance Covenants as of the most
recent Calculation Date, Borrower and its Restricted Subsidiaries may make Investments in an amount not to exceed $150.0 million
outstanding at any time minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate
amount of Junior Prepayments made pursuant to Section 10.09(a)(i); provided that, (i)
the amount of such Investments outstanding shall be deemed to equal the aggregate amount, in each case, valued at fair market value
at the time each such Investment was made, of such Investments minus (x) Specified General Investment Returns received on
or prior to such date, and (y) reductions in the amount of such Investments as provided in the definition of “Investment”
and (ii) no Investments may be made under this Section 10.04(s) during
the Covenant Relief Period; and


 


(t)                 
Borrower and its Restricted Subsidiaries may make Investments in an amount not to exceed (i)
during the Covenant Relief Period, $75.0 million outstanding at any time (provided that (x) no Investment may be made pursuant
to this Section 10.04(t)(i) in an Unrestricted Subsidiary or joint venture unless at the time of such Investment a majority (by
number) of the of casinos, “racinos” and similar facilities owned or leased by Borrower and its Restricted Subsidiaries
on the date of such Investment are open to the public and operating as determined in good faith by the Borrower and (y) not more
than $30.0 million in the aggregate of Investments may be made pursuant to this Section 10.04(t)(i) in Unrestricted Subsidiaries
and joint ventures) and (ii) at any time other than during the Covenant Relief Period, $150.0 million outstanding
at any time minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(j) andat
any time, the aggregate amount of Junior Prepayments made pursuant to Section 10.09(b) at
any time and for the avoidance of doubt, and without duplication, the aggregate amount of Investments made pursuant to Section
10.04(t)(i) during the Covenant Relief Period; provided,
further, that, the amount of such Investments outstanding shall be deemed to equal the aggregate amount,
in each case, valued at fair market value at the time each such Investment was made, of such Investments minus (x) Specified
Additional General Investment Returns received on or prior to such date, and (y) reductions in the amount of such Investments as
provided in the definition of “Investment”.


 






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In the event that any
Investment meets more than one of the categories set forth above in this Section 10.04, Borrower may, in its sole discretion, divide,
classify or reclassify, and/or later divide, classify or reclassify, such Investment (or any portion thereof) and only be required
to include the amount and type of such Investment in one or more of such clauses, at its election.


 


SECTION 10.05.      
Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will wind up, liquidate
or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction
of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)),
or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of any substantial part of its business,
property or assets, except for:


 


(a)                
Capital Expenditures by Borrower and the Restricted Subsidiaries;


 


(b)               
Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower
by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual
Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct
of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual
Obligations (other than a Master Lease) to the extent such termination or assignment does not have a Material Adverse Effect;


 


(c)                
Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event
of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than
75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free
and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x),
the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s
most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than
liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee
with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by
all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted
by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one
hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received
in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration
received pursuant to this clause (C) that is at that time outstanding, not in excess of the greater of (1) $100.0 million and (2)
1.75% of Consolidated Total Assets as of the date of such receipt (calculated on a Pro Forma Basis), with the fair market value
of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and
without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified
in Section 2.10(a)(iii);


 


(d)               
Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments
may be made to the extent permitted by Section 10.06;


 


(e)                
Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents;


 


(f)                 
Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted
under Section 10.02;


 


(g)               
(i) licenses of Intellectual Property to GLPI or any of its Subsidiaries for use in connection with the ownership and operation
of the TRS Properties and (ii) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual
Property in the ordinary course of business shall be permitted;


 






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(h)               
(A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower
or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by
Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this
clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries
to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are
Restricted Subsidiaries from Foreign Subsidiaries shall not exceed (i)
during the Covenant Relief Period, $0 and (ii) at any other time, $100.0 million in any fiscal year of Borrower;
(B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person)
or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation,
a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long
as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger
or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily
dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than
to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such
Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with
respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary
permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents
shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents;


 


(i)                 
voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business;


 


(j)                 
conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales;


 


(k)               
any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or
condemnation;


 


(l)                 
Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty
Event;


 


(m)              
Borrower and its Restricted Subsidiaries may make sales, transfers or other 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;


 


(n)               
Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions (including, without limitation,
sales, transfers or other dispositions of Equity Interests and other Property) in connection with a Spin-Off permitted under Section
10.06(k);


 


(o)               
any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of
a Trigger Event; and


 


(p)               
transfers, sales or dispositions of Real Property and related assets to a Landlord or one of its Affiliates (including,
without limitation, in connection with any Specified Sale Leaseback Transaction), to the extent Borrower or its Restricted Subsidiaries
will lease such real property and related assets; provided that (i) at the time of such transfer, sale or disposition,
no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not
less than 50% of such consideration in the form of cash or Cash Equivalents (free and clear of all Liens at the time received other
than Permitted Liens) (it being understood that for the purposes of clause (p)(ii), the following shall be deemed to be cash: (A)
any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder
or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated
to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable transfer, sale or
disposition and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing
and (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary
into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days
following the closing of the applicable disposition) and (iii) the Net Available Proceeds therefrom shall be applied as specified
in Section 2.10(a)(iii).


 






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Notwithstanding anything contained in this
Agreement to the contrary, in no event may any transfer, sale, conveyance or other disposition to any Person other than a Credit
Party constitute all or substantially all of Borrower’s property or assets, on a consolidated basis.


 


To the extent any Collateral
is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by
the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral
(unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or
otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions
appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without
recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such
other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer
or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists,
the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no
further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of
Borrower, as are appropriate or requested by Borrower in connection with such termination.


 


SECTION 10.06.      
Restricted Payments. Neither Borrower nor any of its Restricted Subsidiaries shall, directly or indirectly, declare
or make any Restricted Payment at any time, except, without duplication, (a) Borrower or any Restricted Subsidiary may make
Restricted Payments to the extent permitted pursuant to Section 2.09(b)(ii), (b) any Restricted Subsidiary of Borrower
may declare and make Restricted Payments to Borrower or any Wholly Owned Subsidiary of Borrower which is a Restricted Subsidiary,
(c) any Restricted Subsidiary of Borrower, if such Restricted Subsidiary is not a Wholly Owned Subsidiary, may declare and
make Restricted Payments in respect of its Equity Interests to all holders of such Equity Interests generally so long as Borrower
or its respective Restricted Subsidiary that owns such Equity Interest or interests in the Person making such Restricted Payments
receives at least its proportionate share thereof (based upon its relative ownership of the subject Equity Interests and the terms
thereof), (d) Borrower and its Restricted Subsidiaries may engage in transactions to the extent permitted by Section 10.04
and Section 10.05, (e) Borrower and its Restricted Subsidiaries may make Restricted Payments in respect of Disqualified Capital
Stock issued in compliance with the terms hereof, (f) Borrower may repurchase common stock or common stock options from present
or former officers, directors or employees (or heirs of, estates of or trusts formed by such Persons) of any Company upon the death,
disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock
option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (f)
shall not exceed $10.0 million in any fiscal year of Borrower, (g) Borrower and its Restricted Subsidiaries may (i) repurchase
Equity Interests to the extent deemed to occur upon exercise of stock options, warrants or rights in respect thereof to the extent
such Equity Interests represent a portion of the exercise price of such options, warrants or rights in respect thereof and (ii)
make payments in respect of withholding or similar taxes payable or expected to be payable by any present or former member of management,
director, officer, employee, or consultant of Borrower or any of its Subsidiaries or family members, spouses or former spouses,
heirs of, estates of or trusts formed by such Persons in connection with the exercise of stock options or grant, vesting or delivery
of Equity Interests, (h) Borrower and its Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in
lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange
of or into Equity Interests, or payments or distributions to dissenting stockholders pursuant to applicable law, (i) so long as
immediately before and after giving effect thereto no Event of Default has occurred and is continuing and after giving effect thereto
Borrower will be in compliance on a Pro Forma Basis with the Financial Maintenance Covenants as of the most recent Calculation
Date, Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed (i) $150.0
million, minus the aggregate amount of Junior Prepayments made pursuant to Section 10.09(a)(i) and the aggregate amount
of Investments made pursuant to Section 10.04(s), plus (ii) the Available Amount, plus (iii) such additional amount
so long as the Consolidated Senior Secured Net Leverage Ratio is less than or equal to 1.75 to 1.00 on a Pro Forma Basis as of
the most recent Calculation Date, (j) Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount
not to exceed (i) during the Covenant Relief Period, $25.0 million
and (ii) at any time other than during the Covenant Relief Period, $150.0 million, minus the aggregate amount
of Junior Prepayments made pursuant to Section 10.09(b) andat
any time, the aggregate amount of Investments made pursuant to Section 10.04(t) at
any time and for the avoidance of doubt, and without duplication, the aggregate amount of Restricted Payments made pursuant to
Section 10.06(j)(i) during the Covenant Relief Period, (k) so long as immediately before and after giving effect
thereto no Event of Default has occurred and is continuing and after giving effect thereto Borrower will be in compliance on a
Pro Forma Basis with the Financial Maintenance Covenants as of the most recent Calculation Date, Borrower and its Restricted
Subsidiaries may consummate a Spin-Off and (l) to the extent constituting Restricted Payments, Borrower may make payments to counterparties
under Swap Contracts entered into in connection with the issuance of convertible or exchangeable debt;
provided that no Restricted Payments may be made under Sections 10.06(i) or (k) during the Covenant Relief Period.


 






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In the event that any
Restricted Payment meets more than one of the categories set forth above in this Section 10.06, Borrower may, in its sole discretion,
divide, classify or reclassify, and/or later divide, classify or reclassify, such Restricted Payment (or any portion thereof) and
only be required to include the amount and type of such Restricted Payment in one or more of such clauses, at its election.


 


SECTION 10.07.      
Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter into any transaction,
including, without limitation, 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 (other than Borrower or any Restricted Subsidiary) involving aggregate
consideration in excess of $5.0 million unless such transaction is upon fair and reasonable terms, taken as a whole, no less favorable
to Borrower 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 (as determined by Borrower or such Restricted Subsidiary in good faith); provided,
however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification
and employment agreements and arrangements with directors, officers and employees, (ii) may enter into the transactions described
in Borrower’s SEC filings prior to the Closing Date, (iii) may make Investments and Restricted Payments permitted hereunder,
(iv) may enter into the Transaction Agreements (in each case, including any amendment, restatement, replacement or other modification
thereof, so long as such amendment, restatement, replacement or other modification is not materially adverse to the Lenders) and
the transactions contemplated thereby, (v) may enter into the transactions contemplated by each applicable Transfer Agreement,
(vi) may enter into transactions related to any Spin-Off and any related agreements, (vii) may enter into transactions with Unaffiliated
Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management
services, overhead, sharing of customer lists and customer loyalty programs, (viii) may enter to transactions with persons who
have entered into an agreement, contract or arrangement with Borrower or any of its Restricted Subsidiaries to manage, own or operate
a Gaming Facility because Borrower and its Restricted Subsidiaries have not received the requisite Gaming Approvals or are otherwise
not permitted to manage, own or operate such Gaming Facility under applicable Gaming Laws; provided that such transactions
shall have been approved by a majority of the disinterested members of Borrower’s board of directors (or by the audit committee
or any committee of the board of directors consisting of disinterested members of the board of directors) and determined by them
to be in the best interests of Borrower; (ix) may enter into transactions with any Person, which is an Affiliate solely due to
a director or directors of such Person (or a parent company of such Person) also being a director or directors of Borrower; provided,
however, that such director or directors abstains from voting as a director of Borrower on any matter involving such other
Person and (x) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that
becomes an Affiliate as a result of such transaction.


 






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SECTION 10.08.      
Financial Covenants.


 


(a)                
Maximum Consolidated Total Net Leverage Ratio. Borrower shall not permit the Consolidated Total Net Leverage Ratio
as of the last day of any fiscal quarter of Borrower, commencing with the first completeapplicable
fiscal quarter ending after the Closing Dateset
forth below, to exceed the applicable ratio set forth below that corresponds to such fiscal quarter:


 


(i)             
If the Covenant Relief Period terminates in accordance with clause (a)
of the definition thereof, commencing with the first fiscal quarter ending after the Covenant Relief Period Termination Date:


 


	Fiscal Quarters Ending:	Maximum Consolidated Total Net Leverage Ratio:
	June 30, 2017 through the end of the first full Fiscal Quarter ending after the PNK Acquisition Closing Date	5.25 to 1.00
	The end of the second full Fiscal Quarter ending after the PNK Acquisition Closing Date through the end of the fourth full Fiscal Quarter ending after the PNK Acquisition Closing Date	5.00 to 1.00
	The end of the fifth full Fiscal Quarter ending after the PNK Acquisition Closing Date through the end of the seventh full Fiscal Quarter ending after the PNK Acquisition Closing Date	4.50 to 1.00
	The end of the eighth full Fiscal Quarter ending after the PNK Acquisition Closing Date and for all Fiscal Quarters ending thereafter	4.25 to 1.00


 


(ii)              
If the Covenant Relief Period terminates in accordance with clause (b)
of the definition thereof, commencing with the fiscal quarter ending March 31, 2021:


 


	Fiscal Quarters Ending:	Maximum Consolidated Total Net Leverage Ratio:
	March 31, 2021	5.50 to 1.00
	June 30, 2021	5.00 to 1.00
	September 30, 2021	4.75 to 1.00
	December 31, 2021	4.50 to 1.00
	Thereafter	4.25 to 1.00



 


(b)               
Maximum Consolidated Senior Secured Net Leverage Ratio. Borrower shall not permit the Consolidated Senior Secured
Net Leverage Ratio as of the last day of any fiscal quarter of Borrower, commencing with the first
completeapplicable fiscal quarter
ending after the Closing Dateset
forth below, to exceed the applicable ratio set forth below that corresponds to such fiscal quarter:


 


(i)             
If the Covenant Relief Period terminates in accordance with clause (a)
of the definition thereof, commencing with the first fiscal quarter ending after the Covenant Relief Period Termination Date:


 


	Fiscal Quarters Ending:	Maximum Consolidated Senior Secured Net Leverage Ratio:
	June 30, 2017 through the end of the first full Fiscal Quarter ending after the PNK Acquisition Closing Date	4.25 to 1.00
	The end of the second full Fiscal Quarter ending after the PNK Acquisition Closing Date through the end of the fourth full Fiscal Quarter ending after the PNK Acquisition Closing Date	3.75 to 1.00
	The end of the fifth full Fiscal Quarter ending after the PNK Acquisition Closing Date through the end of the seventh full Fiscal Quarter ending after the PNK Acquisition Closing Date	3.25 to 1.00
	The end of the eighth full Fiscal Quarter ending after the PNK Acquisition Closing Date and for all Fiscal Quarters ending thereafter	3.00 to 1.00



 






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(ii)              
If the Covenant Relief Period terminates in accordance with clause (b)
of the definition thereof, commencing with the fiscal quarter ending March 31, 2021:


 


	Fiscal Quarters Ending:	Maximum Consolidated Senior Secured Net Leverage Ratio:
	March 31, 2021	4.50 to 1.00
	June 30, 2021	4.00 to 1.00
	September 30, 2021	3.75 to 1.00
	December 31, 2021	3.50 to 1.00
	Thereafter	3.00 to 1.00



 


(c)                
Minimum Interest Coverage Ratio. Borrower shall not permit the Interest Coverage Ratio as of the last day of any
fiscal quarter of Borrower, (i) if the Covenant Relief Period
terminates in accordance with clause (a) of the definition thereof, commencing with the first complete
fiscal quarter ending after the Closing DateCovenant
Relief Period Termination Date or (ii) if the Covenant Relief Period terminates in accordance with clause (b) of the
definition thereof, commencing with the fiscal quarter ending March 31, 2021, to be less than 2.50 to 1.00.


 


SECTION 10.09.      
Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit
any Restricted Subsidiary to voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
thereof in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any
Disqualified Capital Stock or Other Junior Indebtedness or make any payment in violation of any subordination terms or intercreditor
agreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except (a) so long
as no Event of Default shall have occurred and be continuing or would result therefrom and after giving effect thereto Borrower
will be in compliance on a Pro Forma Basis with the Financial Maintenance Covenants as of the most recent Calculation Date, Borrower
and the Restricted Subsidiaries may make Junior Prepayments in an aggregate amount not to exceed (i) $150.0 million, minus
the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Investments made pursuant
to Section 10.04(s), plus (ii) the Available Amount, plus (iii) any additional or other amount (regardless of whether
the amounts referenced in clause (i) or (ii) have been utilized) so long as the Consolidated Senior Secured Net Leverage Ratio
is less than or equal to 1.75 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date, (b) Borrower and the Restricted
Subsidiaries may make Junior Prepayments in an aggregate amount not to exceed (i) $150.0 million, minus the aggregate amount
of Restricted Payments made pursuant to Section 10.06(j) and the aggregate amount of Investments made pursuant to Section 10.04(t),
(c) a Permitted Refinancing of any such Indebtedness (including through exchange offers and similar transactions), (c) the
conversion of any such Indebtedness to Equity Interests (or exchange of any such Indebtedness for Equity Interests) of Borrower
or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect to intercompany subordinated
indebtedness, to the extent consistent with the subordination terms thereof, (e) exchanges of Indebtedness issued in private
placements and resold in reliance on Regulation S or Rule 144A for Indebtedness having substantially equivalent terms pursuant
to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction of Indebtedness of Persons
acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any other Acquisition)
not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments
in respect of intercompany Indebtedness owing to Borrower or its Restricted Subsidiaries will be permitted, (i) prepayments, redemptions,
purchases, defeasance or satisfaction of Disqualified Capital Stock with the proceeds of any issuance of Disqualified Capital Stock
permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other Equity Interests permitted to be issued
hereunder and (j) the Borrower 2021 Notes Redemption, including the purchase or redemption of any Borrower 2021 Notes that were
Discharged in such Borrower 2021 Notes Redemption following the Closing Date;
provided that, no Junior Prepayments may be made under Sections 10.09(a), (b) or (g) during the Covenant Relief Period.


 






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SECTION 10.10.      
Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower or any of its Restricted Subsidiaries shall,
directly or indirectly, create any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than
any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (a) pay dividends or make any other distributions on such Restricted
Subsidiary’s Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted
Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted Subsidiaries, (b) make
Investments in or to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any of its
Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit
Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that
each of the following shall be permitted: (i) any such encumbrances or restrictions existing under or by reason of (x) applicable
Law (including any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority)
or (y) the Credit Documents, (ii) restrictions on the transfer of Property, or the granting of Liens on Property, in each case,
subject to Permitted Liens, (iii) customary restrictions on subletting or assignment of any lease or sublease governing a
leasehold interest of any Company, (iv) restrictions on the transfer of any Property, or the granting of Liens on Property,
subject to a contract with respect to an Asset Sale or other transfer, sale, conveyance or disposition permitted under this Agreement,
(v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof,
provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole, are not materially more restrictive
than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired
pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing
Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken
as a whole, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions
are limited to the Persons or assets being acquired and of the Subsidiaries of such Persons and their assets, (vii) with respect
to clauses (a), (b) and (c) above, restrictions contained in any Permitted Unsecured Indebtedness and Permitted Refinancings thereof,
or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in
each case, taken as a whole, to the extent not materially more restrictive than those contained in this Agreement, (viii) with
respect to clauses (a), (b) and (c) above, restrictions contained in any Incremental Equivalent Debt and Permitted Refinancings
thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole, to the extent not materially more restrictive
than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements or management contracts; provided,
that such restrictions are limited to the assets of such joint ventures and the Equity Interests of the Persons party to such joint
venture arrangements or the assignment of such management contract, as applicable, (x) customary non-assignment provisions or other
customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business; provided,
that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the
Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant
to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries
incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained in Indebtedness used
to finance, or incurred for the purpose of financing, Expansion Capital Expenditures and/or Development Projects and Permitted
Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed
pursuant to such Indebtedness, (xiii) restrictions contained in subordination provisions applicable to intercompany debt owed by
the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable
to the Lenders as the subordination of such intercompany debt to any other obligations, (xiv) restrictions contained in the documentation
governing the Senior Unsecured Notes on the Closing Date and Permitted Refinancings thereof (so long as the restrictions in any
such Permitted Refinancing, taken as a whole, are not materially more restrictive than those in the Senior Unsecured Notes on the
Closing Date), (xv) limitations contained in any Transaction Agreement on the assignment of such Transaction Agreement and (xvi)
encumbrances or restrictions set forth in any agreements with respect to a Spin-Off with respect to the Subsidiaries, assets or
operations subject thereto.


 






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SECTION 10.11.      
Limitation on Lines of Business. Neither Borrower nor any Restricted Subsidiary shall directly or indirectly engage
to any material extent (determined on a consolidated basis) in any line or lines of business activity other than Permitted Business.


 


SECTION 10.12.      
Limitation on Changes to Fiscal Year. Neither Borrower nor any Restricted Subsidiary shall change its fiscal year end
to a date other than December 31 of each year (provided that any Restricted Subsidiary acquired or formed, or Person designated
as an Unrestricted Subsidiary, in each case, after the Closing Date may change its fiscal year to match the fiscal year of Borrower).


 


SECTION 10.13.      
Sanctions; Anti-Terrorism Laws; Anti-Corruption Laws. No Credit Party and, Borrower shall use commercially reasonable
efforts to ensure that no broker or other agent of any Credit Party acting in any capacity in connection with the Loans (excluding
any Secured Party or any Affiliate thereof), (i) shall conduct any business or engage in making or receiving any contribution
of funds, goods or services to or for the benefit of any Person (to its knowledge, with respect to customers and patrons of, and
visitors to, any Gaming Facility) described in Section 8.27(b), (ii) shall deal in, or otherwise engage in, any transaction
relating to, any property or interests in property blocked pursuant to the Executive Order or (iii) shall engage in or conspire
to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Anti-Terrorism Law or Anti-Corruption Law.


 


SECTION
10.14.       Minimum
Liquidity. During the Covenant Relief Period, Borrower shall not permit the aggregate sum of the unrestricted
cash and cash equivalents (in each case free and clear of all Liens, other than Permitted Liens that (i) do not restrict the application
of such cash and cash equivalents to the repayment of the Obligations or (ii) secure the Obligations) of Borrower and its Restricted
Subsidiaries and Unutilized R/C Commitments (the “Borrower’s Liquidity”) as of any day to be less than the applicable
amount set forth below (the “Minimum Liquidity Amount”) that corresponds to such day:


 


	Period:	Minimum Liquidity Amount:
	Second Amendment to A&R Credit Agreement Effective Date through April 30, 2020	$400,000,000
	May 1, 2020 through May 31, 2020	$350,000,000
	June 1, 2020 through June 30, 2020	$300,000,000
	July 1, 2020 and thereafter	$225,000,000


 


ARTICLE XI.


 


EVENTS OF DEFAULT


 


SECTION 11.01.      
Events of Default. If one or more of the following events (herein called “Events of Default”) shall
occur and be continuing:


 


(a)                
any representation or warranty made or deemed made by or on behalf of Borrower or any other Credit Party pursuant to any
Credit Document or the borrowings or issuances of Letters of Credit hereunder, or any representation, warranty or statement of
fact made or deemed made by or on behalf of Borrower or any other Credit Party in any report, certificate, financial statement
or other instrument furnished pursuant to any Credit Document, shall prove to have been false or misleading (i) in any material
respect, if such representation and warranty is not qualified as to “materiality,” “Material Adverse Effect”
or similar language, or (ii) in any respect, if such representation and warranty is so qualified, in each case when such representation
or warranty is made, deemed made or furnished;


 






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(b)               
default shall be made in the payment of (i) any principal of any Loan or the reimbursement with respect to any Reimbursement
Obligation when and as the same shall become due and payable (whether at the stated maturity, upon prepayment or repayment or by
acceleration thereof or otherwise) or (ii) any interest on any Loans when and as the same shall become due and payable, and such
default under this clause (ii) shall continue unremedied for a period of three (3) Business Days;


 


(c)                
default shall be made in the payment of any fee or any other amount (other than an amount referred to in (b) above) due
under any Credit Document, when and as the same shall become due and payable, and such default shall continue unremedied for a
period of five (5) Business Days;


 


(d)               
default shall be made in the due observance or performance by Borrower or any Restricted Subsidiary of any covenant, condition
or agreement contained in Section 9.01(a) (with respect to Borrower only), 9.04(d), 9.06 or in Article X;


 


(e)                
default shall be made in the due observance or performance by Borrower or any of its Restricted Subsidiaries of any covenant,
condition or agreement contained in any Credit Document (other than those specified in Section 11.01(b), 11.01(c) or 11.01(d))
and, unless such default has been waived, such default shall continue unremedied for a period of thirty (30) days after written
notice thereof from Administrative Agent to Borrower;


 


(f)                 
Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) shall (i) fail to pay any principal
or interest, regardless of amount, due in respect of any Indebtedness (other than the Obligations), when and as the same shall
become due and payable (after giving effect to any applicable grace period), or (ii) fail to observe or perform any other term,
covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness or any
event or condition occurs, if the effect of any failure or occurrence referred to in this clause (ii) is to cause, or to permit
the holder or holders of such Indebtedness or a trustee on its or their behalf (with or without the giving of notice but giving
effect to applicable grace periods) to cause, such Indebtedness (other than Qualified Contingent Obligations) to become due, or
to be repurchased, prepaid, defeased or redeemed (automatically or otherwise) or an offer to repurchase, prepay, defease or redeem
such Indebtedness to be made prior to its stated maturity; provided, however, that (x) clauses (i) and (ii) shall
not apply to any offer to repurchase, prepay or redeem Indebtedness of a Person acquired in an Acquisition permitted hereunder,
to the extent such offer is required as a result of, or in connection with, such Acquisition, (y) any event or condition causing
or permitting the holders of any Indebtedness to cause such Indebtedness to be converted into Qualified Capital Stock (including
any such event or condition which, pursuant to its terms may, at the option of Borrower, be satisfied in cash in lieu of conversion
into Qualified Capital Stock) shall not constitute an Event of Default pursuant to this paragraph (f) and (z) it shall not constitute
an Event of Default pursuant to this paragraph (f) unless the aggregate amount of all such Indebtedness referred to in clauses
(i) and (ii) exceeds $150.0 million at any one time;


 


(g)               
an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction
in either case under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar
law, in each case seeking (i) relief in respect of Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary),
or of a substantial part of the property or assets of Borrower or any of its Restricted Subsidiaries (other than any Immaterial
Subsidiary); (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Borrower
or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) or for a substantial part of the property or assets
of Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary); or (iii) the winding-up or liquidation
of Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary); and such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;


 


(h)               
Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) shall (i) voluntarily commence any
proceeding or file any petition seeking relief under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency,
receivership or similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or the filing of any petition described in Section 11.01(g); (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Borrower or any of its Restricted Subsidiaries (other than any Immaterial
Subsidiary) or for a substantial part of the property or assets of Borrower or any of its Restricted Subsidiaries (other than any
Immaterial Subsidiary) in any proceeding under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency,
receivership, or similar law; (iv) file an answer admitting the material allegations of a petition filed against it in any such
proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable, admit in writing its inability or fail
generally to pay its debts as they become due; (vii) take any action for the purpose of effecting any of the foregoing; or (viii)
wind up or liquidate (except as permitted hereunder);


 






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(i)                 
one or more judgments for the payment of money in an aggregate amount in excess of $150.0 million (to the extent not covered
by third party insurance) shall be rendered against Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary)
or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall
not be effectively stayed, or any action (to the extent such action is not effectively stayed) shall be legally taken by a judgment
creditor to levy upon assets or properties of Borrower or any of its Restricted Subsidiaries to enforce any such judgment;


 


(j)                 
an ERISA Event shall have occurred that, when taken together with all other such ERISA Events, would reasonably be expected
to result in a Material Adverse Effect ;


 


(k)               
with respect to any material Collateral, any security interest and Lien purported to be created by the applicable Security
Document shall cease to be in full force and effect, or shall cease to give Collateral Agent, for the benefit of the Secured Parties,
the first priority Liens and rights, powers and privileges in each case purported to be created and granted under such Security
Document in favor of Collateral Agent, or shall be asserted by any Credit Party or any Affiliate thereof not to be a valid, perfected
(except as otherwise provided in this Agreement or such Security Document) security interest in or Lien on the Collateral covered
thereby, in each case, other than as a result of an act of the Administrative Agent, the Collateral Agent or any other Secured
Party;


 


(l)                 
any Guarantee shall cease to be in full force and effect or any of the Guarantors or Affiliates thereof repudiates, or attempts
to repudiate, any of its obligations under any of the Guarantees (except to the extent such Guarantee ceases to be in effect in
connection with any transaction permitted pursuant to Sections 9.12 or 10.05);


 


(m)              
any Credit Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent
jurisdiction to be null and void, or a proceeding shall be commenced by any Credit Party seeking to establish the invalidity or
unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any Credit Party shall repudiate
or deny that it has any liability or obligation for the payment of principal or interest purported to be created under any Credit
Document;


 


(n)               
there shall have occurred a Change of Control;


 


(o)               
there shall have occurred a License Revocation by any Gaming Authority in one or more jurisdictions in which Borrower or
any of its Restricted Subsidiaries owns or operates Gaming Facilities, which License Revocation (in the aggregate with any other
License Revocations then in existence) relates to operations of Borrower and/or the Restricted Subsidiaries that in the most recent
Test Period accounted for ten percent (10%) or more of the gross revenues of Borrower and its Restricted Subsidiaries on a consolidated
basis; provided, however, that such License Revocation continues for at least thirty (30) consecutive days after
the earlier of (x) the date of cessation of the affected operations as a result of such License Revocation and (y) the date that
none of Borrower, nor any of its Restricted Subsidiaries nor the Lenders receive the net cash flows generated by any such operations;


 


(p)               
(i) the Penn Master Lease shall terminate or otherwise cease to be effective, other than upon the expiration or termination
thereof with respect to any particular property or properties pursuant to Sections 1.4, 8.2, 14.5, 15.5 or 33.4 of the Penn Master
Lease or pursuant to an amendment, waiver or modification of the Penn Master Lease not prohibited by Section 10.03(a) of this Agreement,
or an “Event of Default” (as defined in the Penn Master Lease) shall have occurred and be continuing under Section
16.1(a), 16.1(g), 16.1(i), 16.1(j) or 16.1(p) of the Penn Master Lease, or GLP Capital shall have given Penn Tenant notice of termination
of the Penn Master Lease following an “Event of Default” as defined in the Penn Master Lease or GLP Capital has issued
a “Termination Notice” pursuant to Section 17.1(d) of the Penn Master Lease or (ii) from and after the PNK Acquisition
Closing Date, the PNK Master Lease shall terminate or otherwise cease to be effective, other than upon the expiration or termination
thereof with respect to any particular property or properties pursuant to Sections 1.4, 8.2, 14.5 or 15.5 of the PNK Master Lease
or pursuant to an amendment, waiver or modification of the PNK Master Lease not prohibited by Section 10.03(b) of this Agreement,
or an “Event of Default” (as defined in the PNK Master Lease) shall have occurred and be continuing under Section 16.1(a),
16.1(g), 16.1(i), 16.1(j) or 16.1(p) of the PNK Master Lease, or Gold Merger Sub shall have given PNK Tenant notice of termination
of the PNK Master Lease following an “Event of Default” as defined in the PNK Master Lease or Gold Merger Sub has issued
a “Termination Notice” pursuant to Section 17.1(d) of the PNK Master Lease; or


 






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(q)               
the provisions of any Pari Passu Intercreditor Agreement or Second Lien Intercreditor Agreement shall, in whole or
in part, following such Pari Passu Intercreditor Agreement or Second Lien Intercreditor Agreement being entered into, terminate,
cease to be effective or cease to be legally valid, binding and enforceable against the Persons party thereto, except in accordance
with its terms;


 


then, and in every such event (other than
an event described in Section 11.01(g) or 11.01(h) with respect to Borrower), and at any time thereafter during the continuance
of such event, Administrative Agent, at the request of the Required Lenders, shall, by notice to Borrower, take any or all of the
following actions, at the same or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans and Reimbursement
Obligations then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans and Reimbursement
Obligations so declared to be due and payable, together with accrued interest thereon and any unpaid accrued fees and all other
liabilities and Obligations of Borrower accrued hereunder and under any other Credit Document (other than Swap Contracts and Cash
Management Agreements), shall become forthwith due and payable, without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any other Credit Document (other than
Swap Contracts and Cash Management Agreements) to the contrary notwithstanding; (iii) exercise any other right or remedy provided
under the Credit Documents or at law or in equity and (iv) direct Borrower to pay (and Borrower hereby agrees upon receipt of such
notice, or upon the occurrence of any Event of Default specified in Section 11.01(g) or 11.01(h) with respect to Borrower, to pay)
to Collateral Agent at the Principal Office such additional amounts of cash, to be held as security by Collateral Agent for L/C
Liabilities then outstanding, equal to the aggregate L/C Liabilities then outstanding; and in any event described in Section 11.01(g)
or 11.01(h) above with respect to Borrower, the Commitments shall automatically terminate and the principal of the Loans and Reimbursement
Obligations then outstanding, together with accrued interest thereon and any unpaid accrued fees and all other liabilities and
Obligations of Borrower accrued hereunder and under any other Credit Document, shall automatically become due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower, anything contained
herein or in any other Credit Document to the contrary notwithstanding.


 


Notwithstanding the
foregoing, (i) (x) Administrative Agent shall provide GLP Capital with copies of notices issued by Administrative Agent or the
Lenders of any event or occurrence under the Credit Documents that enables or permits the Lenders (or Administrative Agent) to
accelerate the maturity of the Indebtedness outstanding under the Credit Documents and (y) in the event of a default by Borrower
or any of its Restricted Subsidiaries in the performance of any of their respective obligations under any of the Credit Documents,
including, without limitation, any default in the payment of any sums payable under any such agreement, then, in each and every
such case, subject to applicable Gaming Regulations (as defined in the Penn Master Lease) and the terms of the Penn Master Lease,
GLP Capital shall have the right, but not the obligation, to cure or remedy the default or defaults or cause the default or defaults
to be cured or remedied (to the extent susceptible to cure or remedy) prior to the end of any applicable notice and cure periods
set forth in such Credit Documents, and any such tender of payment or performance by GLP Capital shall be accepted by Administrative
Agent, Collateral Agent and Lenders and shall constitute payment and/or performance by the applicable Company for purposes of the
Credit Documents and (ii) from and after the PNK Acquisition Closing Date, (x) Administrative Agent shall provide Gold Merger Sub
with copies of notices issued by Administrative Agent or the Lenders of any event or occurrence under the Credit Documents that
enables or permits the Lenders (or Administrative Agent) to accelerate the maturity of the Indebtedness outstanding under the Credit
Documents and (y) in the event of a default by Borrower or any of its Restricted Subsidiaries in the performance of any of their
respective obligations under any of the Credit Documents, including, without limitation, any default in the payment of any sums
payable under any such agreement, then, in each and every such case, subject to applicable Gaming Regulations (as defined in the
PNK Master Lease) and the terms of the PNK Master Lease, Gold Merger Sub shall have the right, but not the obligation, to cure
or remedy the default or defaults or cause the default or defaults to be cured or remedied (to the extent susceptible to cure or
remedy) prior to the end of any applicable notice and cure periods set forth in such Credit Documents, and any such tender of payment
or performance by Gold Merger Sub shall be accepted by Administrative Agent, Collateral Agent and Lenders and shall constitute
payment and/or performance by the applicable Company for purposes of the Credit Documents.


 






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SECTION 11.02.      
Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale of, collection from or other
realization upon all or any part of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received
after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent
pursuant to this Agreement, promptly by Collateral Agent as follows:


 


(a)                
First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection
or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel,
and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith
and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the
provisions of any Credit Document;


 


(b)               
Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and
of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to
the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured
Parties in connection therewith;


 


(c)                
Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment
in full in cash, pro rata, of the Obligations;


 


(d)               
Fourth, to the Administrative Agent for the account of the L/C Lenders, to Cash Collateralize that portion of L/C
Liabilities comprised of the aggregate undrawn amount of Letters of Credit; and


 


(e)                
Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its
successors or assigns) or as a court of competent jurisdiction may direct.


 


In the event that any such proceeds are
insufficient to pay in full the items described in clauses (a) through (d) of this Section 11.02, the Credit Parties
shall remain liable, jointly and severally, for any deficiency.


 


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


 


SECTION 11.03.      
Clean-up Period for PNK Acquisition.


 


(a)                
Notwithstanding anything to the contrary in any Credit Document, for the period from the PNK Acquisition Closing Date until
the date falling 90 days after the PNK Acquisition Closing Date (the “PNK Acquisition Clean-Up Period”), if
circumstances exist that would have resulted in the breach of a representation or warranty, the breach of covenant, or the occurrence
of another Default or an Event of Default (as the case may be) but for the provisions of this Section 11.03, and such circumstances
relate exclusively to PNK or any of its Subsidiaries as of the PNK Acquisition Closing Date, then for all purposes of this Agreement
such circumstances shall not be deemed to be a breach of such representation or warranty, a breach of such covenant, or such Default
or an Event of Default, provided that (in each case) such circumstances:


 


(i)             
are capable of being remedied within the PNK Acquisition Clean-Up Period and Borrower is taking appropriate steps to remedy
such circumstances so as to eliminate any such breach, Default or Event of Default;


 


(ii)              
do not and are not reasonably likely to have a Material Adverse Effect;


 


(iii)              
were not procured or approved by a Credit Party; and


 






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(iv)              
do not arise from a breach of any of the PNK Acquisition Specified Representations.


 


Notwithstanding the
above, if the relevant circumstances are continuing after the expiry of the PNK Acquisition Clean-Up Period, there shall be a breach
of representation or warranty, breach of covenant, Default or Event of Default, as the case may be (and without prejudice to any
rights and remedies of the Secured Parties).


 


(b)               
Borrower shall promptly notify Administrative Agent upon becoming aware of the occurrence or existence of any event or circumstance
which, but for this Section 11.03, would constitute a Default or an Event of Default and the steps, if any, being taken to remedy
it.


 


ARTICLE XII.



AGENTS


 


SECTION 12.01.      
Appointment. Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative
Agent and the Collateral Agent hereunder and under the other Credit Documents (including as “trustee” or “mortgage
trustee” under the Ship Mortgages), and authorizes the Administrative Agent and the Collateral Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof
or thereof, together with such actions and powers as are reasonably incidental thereto, including, the execution and filing of
a “Corporate Securities and Finance Compliance Affidavit” with the Missouri Gaming Commission pursuant to 11 CSR 45-10.040
and other regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other
Credit Documents. Bank of America is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction
Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower
shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative
Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager
shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall
be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents
(other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions
of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated
to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably
incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower
nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except
to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of
the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to any Agent is
not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship
between contracting parties. Each references in this Article XII to the Collateral Agent shall include the Collateral Agent in
its capacity as “trustee” or “mortgage trustee” under the Ship Mortgages.


 


SECTION 12.02.      
Rights as a Lender. Any Person serving as an Agent hereunder shall have the same rights and powers in its capacity as
a Lender (if applicable) as any other Lender and may exercise the same as though it were not an Agent, and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as such Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business
with Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to
account therefor to the Lenders.


 






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SECTION 12.03.      
Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth herein and in
the other Credit Documents, and each Agent’s duties hereunder shall be administrative in nature. Without limiting the generality
of the foregoing, no Agent:


 


(a)                
shall be subject to any fiduciary or other implied duties with respect to any Credit Party, any Lender or any other Person,
regardless of whether a Default has occurred and is continuing;


 


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


 


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


 


No Agent shall be liable
for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or, such other number or
percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 11.01 and 13.04) or (ii) in the absence of its own gross negligence or willful
misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. No Agent shall be deemed to
have knowledge of any Default unless and until notice describing such Default is given in writing to such Agent by Borrower or
a Lender.


 


No Agent shall be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this
Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article VII or elsewhere herein, other than to confirm receipt of items expressly required to be
delivered to such Agent.


 


The Administrative
Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance
with the provisions hereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative
Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender
or Participant is a Disqualified ‎Lender or (y) have any liability with respect to or arising out of any assignment or participation
of Loans or Commitments, or disclosure of confidential information, to any ‎Disqualified Lender. 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 “LIBO Rate” or with respect to any comparable
or successor rate thereto.


 


SECTION 12.04.      
Reliance by Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet
or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated
by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must
be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless
such Agent shall have received notice to the contrary from such Lender prior to the making of such Loan or the issuance of such
Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


 






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SECTION 12.05.      
Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder
or under any other Credit Document by or through any one or more sub agents appointed by such Agent. Each Agent and any such sub
agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of each Agent and any such
sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided
for herein as well as activities as an Agent. No Agent shall be responsible for the negligence or misconduct of any sub-agents
except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that an Agent acted
with gross negligence, bad faith or willful misconduct in the selection of such sub-agents.


 


SECTION 12.06.      
Resignation of Administrative Agent and Collateral Agent.


 


(a)                
The Administrative Agent and Collateral Agent may at any time give notice of their resignation to the Lenders and Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the prior written consent of Borrower
(unless an Event of Default specified in Section 11.01(b) or 11.01(c) or an Event of Default specified in Section 11.01(g) or 11.01(h)
with respect to Borrower has occurred and is continuing) to appoint a successor, which shall be a bank with an office in the United
States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and Collateral
Agent gives notice of their resignation (or such earlier day as shall be agreed by the Required Lenders and Borrower (unless an
Event of Default specified in Section 11.01(b) or 11.01(c) or an Event of Default specified in Section 11.01(g) or 11.01(h) with
respect to Borrower has occurred and is continuing)) (the “Resignation Effective Date”), then the retiring Administrative
Agent and Collateral Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent
and Collateral Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation
shall become effective in accordance with such notice on the Resignation Effective Date.


 


(b)               
If the Person serving as Administrative Agent and Collateral Agent is a Defaulting Lender pursuant to clause (iii) of the
definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such
Person remove such Person as Administrative Agent and Collateral Agent and, in consultation with Borrower, appoint a successor.
If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
(or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal
shall nonetheless become effective in accordance with such notice on the Removal Effective Date.


 


(c)                
With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed
Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit
Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of
the Secured Parties under any of the Credit Documents, the retiring or removed Administrative Agent or Collateral Agent, as applicable,
shall continue to hold such collateral security until such time as a successor Administrative Agent and Collateral Agent is appointed)
and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent or Collateral
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent or the Collateral
Agent shall instead be made by or to each Secured Party directly, until such time, if any, as the Required Lenders appoint a successor
Administrative Agent and Collateral Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative
Agent and Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or removed) Administrative Agent and Collateral Agent (other than any rights to indemnity payments
or other amounts owed to the retiring or removed Administrative Agent or Collateral Agent as of the Resignation Effective Date
or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent and Collateral Agent shall be discharged
from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided
above in this Section). The fees payable by Borrower to a successor Administrative Agent and Collateral Agent shall be the same
as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring or removed
Administrative Agent’s and Collateral Agent’s resignation or removal hereunder and under the other Credit Documents,
the provisions of this Article and Section 13.03 shall continue in effect for the benefit of such retiring or removed Administrative
Agent and Collateral Agent, their sub agents and their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while the retiring or removed Administrative Agent and Collateral Agent was acting as Administrative Agent
or Collateral Agent.


 






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(d)               
Any resignation by Bank of America as Administrative Agent and Collateral Agent pursuant to this Section shall also constitute
its resignation as L/C Lender and Swingline Lender. If an L/C Lender resigns as an L/C Lender, it shall retain all the rights,
powers, privileges and duties of an L/C Lender hereunder with respect to all of its Letters of Credit outstanding as of the effective
date of its resignation as L/C Lender and all L/C Liability with respect thereto, including the right to require the Revolving
Lenders to make ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Sections 2.03(e) and (f). If any Swingline
Lender resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect
to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the
Revolving Lenders to make ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.01(f)(iv).
Upon the appointment by Borrower of a successor L/C Lender or Swingline Lender hereunder (which successor shall in all cases be
a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Lender or Swingline Lender, as applicable, (b) the retiring L/C Lender and Swingline
Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and
(c) the successor L/C Lender shall issue letters of credit in substitution for the Letters of Credit of the retiring L/C Lender,
if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Lender to effectively
assume the obligations of the retiring L/C Lender with respect to such Letters of Credit.


 


SECTION 12.07.      
Nonreliance on Agents and Other Lenders.


 


(a)                
Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or
any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit
Document or any related agreement or any document furnished hereunder or thereunder.


 


(b)               
Each Lender acknowledges that in connection with Borrower Loan Purchases, (i) Borrower may purchase or acquire Term
Loans hereunder from the Lenders from time to time, subject to the restrictions set forth in the definition of Eligible Assignee
and in Section 13.05(d), (ii) Borrower currently may have, and later may come into possession of, information regarding such
Term Loans or the Credit Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender
to enter into an assignment of such Loans hereunder (“Excluded Information”), (iii) such Lender has independently
and without reliance on any other party made such Lender’s own analysis and determined to enter into an assignment of such
Loans and to consummate the transactions contemplated thereby notwithstanding such Lender’s lack of knowledge of the Excluded
Information and (iv) Borrower shall have no liability to such Lender, and such Lender hereby waives and releases, to the extent
permitted by law, any claims such Lender may have against Borrower, under applicable laws or otherwise, with respect to the nondisclosure
of the Excluded Information; provided, however, that the Excluded Information shall not and does not affect the truth
or accuracy of the representations or warranties of Borrower in the Standard Terms and Conditions set forth in the applicable assignment
agreement. Each Lender further acknowledges that the Excluded Information may not be available to Administrative Agent, Auction
Manager or the other Lenders hereunder.


 


SECTION 12.08.      
Indemnification. The Lenders agree to reimburse and indemnify each Agent in its capacity as such ratably according with
its “percentage” as used in determining the Required Lenders at such time or, if the Commitments have terminated and
all Loans have been repaid in full, as determined immediately prior to such termination and repayment (with such “percentages”
to be determined as if there are no Defaulting Lenders), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Obligations) be imposed on, incurred by or asserted against
such Agent in its capacity as such in any way relating to or arising out of this Agreement or any other Credit Document, or any
documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted to be taken
by such Agent under or in connection with any of the foregoing, but only to the extent that any of the foregoing is not paid by
Borrower or any of its Subsidiaries; provided, however, that no Lender shall be liable to any Agent for the payment
of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting primarily from the gross negligence, or willful misconduct of such Agent (as determined by a court of competent jurisdiction
in a final and non-appealable decision). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such
Agent be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts
indemnified against until such additional indemnity is furnished. The agreements in this Section 12.08 shall survive the payment
of all Obligations.


 






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SECTION 12.09.      
No Other Duties. Anything herein to the contrary notwithstanding, none of the Administrative Agent, Collateral Agent,
Syndication Agents, Joint Lead Arrangers or Joint Physical Bookrunners shall have any powers, duties or responsibilities under
this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral
Agent, an L/C Lender, the Swingline Lender, the Auction Manager or a Lender hereunder.


 


SECTION 12.10.      
Holders. Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof
unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed
with Administrative Agent. Any request, authority or consent of any Person or entity who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee,
assignee or indorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor.


 


SECTION 12.11.      
Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law
or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal
of any Loan or L/C Liability shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in
such proceeding or otherwise:


 


(a)                
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C
Liabilities 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 Secured Parties (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Secured Parties and their respective agents and counsel and all other amounts due the Secured Parties under
Sections 2.03, 2.05 and 13.03) 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 (and each Secured Party by accepting the benefits of the Collateral) to make such payments to the Administrative
Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Secured Parties,
to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.03, 2.05 and
13.03.


 


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Secured Party
any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Secured Party
to authorize the Administrative Agent to vote in respect of the claim of any Secured Party in any such proceeding.


 


SECTION 12.12.      
Collateral Matters.


 


(a)                
Each Lender (and each other Secured Party by accepting the benefits of the Collateral) authorizes and directs Collateral
Agent to enter into the Security Documents for the benefit of the Secured Parties and to hold and enforce the Liens on the Collateral
on behalf of the Secured Parties. Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity
of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect
to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens
upon the Collateral granted pursuant to the Security Documents. The Lenders hereby authorize Collateral Agent to take the actions
set forth in Section 13.04(g). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Collateral
Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.12.


 






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(b)               
Collateral Agent shall have no obligation whatsoever to the Lenders, the other Secured Parties or any other Person to assure
that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to Collateral
Agent pursuant to the applicable Security Documents have been properly or sufficiently or lawfully created, perfected, protected
or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under
any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Collateral Agent in
Section 12.01 or in this Section 12.12 or in any of the Security Documents, it being understood and agreed that in respect of the
Collateral or any part thereof, or any act, omission or event related thereto, Collateral Agent may act in any manner it may deem
appropriate, in its sole discretion, given Collateral Agent’s own interest in the Collateral or any part thereof as one of
the Lenders and that Collateral Agent shall have no duty or liability whatsoever to the Lenders or the other Secured Parties, except
for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable
decision).


 


SECTION 12.13.      
Secured Cash Management Agreements and Swap Contracts. Except as otherwise expressly set forth herein or in any Security
Document, no Cash Management Bank or Swap Provider that obtains the benefits of Section 11.02, Article VI or any Collateral by
virtue of the provisions hereof or of any Security Document shall have any right to notice of any action or to consent to, direct
or object to any action hereunder or under any other Credit Document or otherwise in respect of the Collateral (including the release
or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided
in the Credit Documents. Notwithstanding any other provision of this Article XII to the contrary, the Administrative Agent shall
not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising
under Secured Cash Management Agreements and Swap Contracts unless the Administrative Agent has received written notice of such
Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management
Bank or Swap Provider, as the case may be.


 


SECTION 12.14.      
ERISA Representations and Warranties. 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, each Agent and their respective Affiliates, and not, for the avoidance of doubt, to
or for the benefit of Borrower or any other Credit 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,


 


(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


 






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(iv)              
such other representation, warranty and covenant as may be agreed in writing between Administrative Agent, in its sole discretion,
and such Lender.


 


(b)               
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender
has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Borrower or any other
Credit Party, that:


 


(i)             
none of the Agents 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 Credit 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 Agents 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.


 


(c)                
Each 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 Credit 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.


 






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ARTICLE XIII.


 


MISCELLANEOUS


 


SECTION 13.01.      
Waiver. No failure on the part of Administrative Agent, Collateral Agent or any other Secured Party to exercise and
no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Credit Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any Credit Document
preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein
are cumulative and not exclusive of any remedies provided by law.


 


SECTION 13.02.      
Notices.


 


(a)                
General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder
shall be in writing (including by facsimile or electronic mail). All such written notices shall be mailed certified or registered
mail, faxed or delivered to the applicable address, telecopy or facsimile number or (subject to Section 13.02(b) below) electronic
mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to
the applicable telephone number, as follows:


 


(i)             
if to any Credit Party, any Agent, L/C Lender, and the Swingline Lender, to the address, facsimile number, electronic mail
address or telephone number specified for such Person below its name on the signature pages hereof;


 


(ii)              
if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified for such
Person below its name on the signature pages hereof or, in the case of any assignee Lender, the applicable Assignment Agreement.


 


Notices sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic
communications to the extent provided in Section 13.02(b) below, shall be effective as provided in such Section 13.02(b).


 


(b)               
Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative
Agent; provided, however, that the foregoing shall not apply to notices to any Lender pursuant to Article II,
Article III or Article IV if such Lender has notified Administrative Agent that it is incapable of receiving notices under
such Article by electronic communication. Each Agent or any Credit Party may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval
of such procedures may be limited to particular notices or communications.


 


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


 


(c)                
Change of Address, Etc. Each Credit Party, each Agent, each L/C Lender and the Swingline Lender may change its respective
address, facsimile number, electronic mail address or telephone number for notices and other communications hereunder by notice
to the other parties hereto. Each other Lender may change its address, facsimile number, electronic mail address or telephone number
for notices and other communications hereunder by notice to Borrower, Administrative Agent, each L/C Lender and the Swingline Lender.


 






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(d)               
Reliance by Agents and Lenders. Agents and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Notices of Borrowing and Letter of Credit Requests) purportedly given by or on behalf of 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. Borrower shall indemnify
each Indemnitee from all Losses resulting from the reliance by such Indemnitee on each notice purportedly given by or on behalf
of Borrower (except to the extent resulting from such Indemnitee’s own gross negligence, bad faith or willful misconduct
or material breach of any Credit Document as determined by a court of competent jurisdiction by final and nonappealable judgment)
and believed by such Indemnitee in good faith to be genuine. All telephonic notices to and other communications with Administrative
Agent or Collateral Agent may be recorded by Administrative Agent or Collateral Agent, as the case may be, and each of the parties
hereto hereby consents to such recording.


 


(e)                
The Platform. 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 any Agent or any of their respective Affiliates and their and their Affiliates’ respective directors, officers,
employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively, the “Agent Parties”)
have any liability to Borrower, any other Credit Party, any Lender, any L/C Lender or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrower’s or 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 non-appealable judgment to have resulted
from the gross negligence, bad faith or willful misconduct of, or material breach of any Credit Document by, such Agent Party;
provided however, that in no event shall any Agent Party have any liability to Borrower, any other Credit Party, any Lender,
any L/C Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or
actual damages).


 


SECTION 13.03.      
Expenses, Indemnification, Etc.


 


(a)                
The Credit Parties, jointly and severally, agree to pay or reimburse:


 


(i)             
Agents for all of their reasonable and documented out-of-pocket costs and expenses (including the reasonable fees, expenses
and disbursements of one primary counsel and one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents
and any “ClearPar” costs and expenses) in connection with (1) the negotiation, preparation, execution and delivery
of the Credit Documents and the extension and syndication of credit (including the Loans and Commitments) hereunder and (2) the
negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of any of the terms of any
Credit Document (whether or not consummated or effective) requested by the Credit Parties;


 


(ii)              
each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (provided
that any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders
and Agents selected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary
by Agents (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform
Borrower in writing of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one
additional of each such counsel for each group of similarly situated Secured Parties)) in connection with (1) any enforcement or
collection proceedings resulting from any Default, including all manner of participation in or other involvement with (x) bankruptcy,
insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout,
restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby
is consummated), (2) following the occurrence and during the continuance of an Event of Default, the enforcement of any Credit
Document, (3) the enforcement of this Section 13.03 and (4) any documentary taxes; and


 






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(iii)              
Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs,
expenses, assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction)
incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Credit
Document or any other document referred to therein.


 


Without limiting the
rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will advise
Borrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a).


 


(b)               
The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender and their respective Affiliates
and their and their Affiliates’ respective directors, trustees, officers, employees, representatives, advisors, partners
and agents (each, an “Indemnitee”) from, and hold each of them harmless against, any and all Losses incurred
by, imposed on or asserted against any of them directly or indirectly arising out of or by reason of or relating to the negotiation,
execution, delivery, performance, administration or enforcement of any Credit Document, any of the transactions contemplated by
the Credit Documents (including the Transactions), any breach by any Credit Party of any representation, warranty, covenant or
other agreement contained in any Credit Document in connection with any of the Transactions, the use or proposed use of any of
the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, the use of any collateral security
for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney with respect
thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, IN
ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF
THE INDEMNITEE, but excluding (i) any such Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the
sole remedy in respect of matters referred to therein), (ii) any such Losses arising from the gross negligence, bad faith or willful
misconduct or material breach of any Credit Documents by such Indemnitee or its Related Indemnified Persons (in each case, as determined
by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to any dispute
between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative
Agent, Collateral Agent, any other agent or bookrunner named on the cover page hereto, Swingline Lender or any L/C Lender, in each
case, acting in such capacities or fulfilling such roles). For purposes of this Section 13.03(b), a “Related Indemnified
Person” of an Indemnitee means (1) any controlling person or controlled Affiliate of such Indemnitee, (2) the respective
directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) the respective
agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at
the instructions of such Indemnitee, such controlling person or such controlled Affiliate; provided that each reference
to a controlled Affiliate or controlling person in this sentence pertains to a controlled Affiliate or controlling person involved
in the performance of the Indemnitee’s obligations under the facilities.


 


Without limiting the
generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each other Indemnitee
from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted
against any of them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company
(or any predecessor-in-interest to any Company), (ii) the past, present or future condition of any site or facility owned, operated,
leased or used at any time by any Company (or any such predecessor-in-interest) to the extent such Losses arise from or relate
to the parties’ relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s)
(A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of such
parties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable,
or (iii) any Release or threatened Release of any Hazardous Materials at, on, under or from any such site or facility to the
extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s
(or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect
of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such
Losses for which any Company could be found liable, including any such Release or threatened Release that shall occur during any
period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent or Lender,
as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however,
that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence.


 






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To the extent that
the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Document providing
for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly
and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the
payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder.


 


To the fullest extent
permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, on
any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided
that nothing contained in this sentence shall limit the Credit Parties’ indemnity and reimbursement obligations to the extent
set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligations to indemnify the Indemnitees
for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which such
Indemnitee is entitled to indemnification hereunder). No Indemnitee referred to in subsection (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients
by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement
or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting
from the gross negligence, bad faith or willful misconduct or material breach of any Credit Document by such Indemnitee as determined
by a final and non-appealable judgment of a court of competent jurisdiction.


 


SECTION 13.04.      
Amendments and Waiver.


 


(a)                
Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed or
waived, unless such amendment, modification, change or waiver is in writing signed by the respective Credit Parties party thereto
and the Required Lenders (or Administrative Agent with the consent of the Required Lenders); provided, however, that
no such amendment, modification, change or waiver shall (and any such amendment, modification, change or waiver set forth below
in clauses (i) through (vi) of this Section 13.04(a) shall only require the approval of the Agents and/or Lenders whose consent
is required therefor pursuant to such clauses):


 


(i)             
extend the date for any scheduled payment of principal on any Loan or Note or extend the stated maturity of any Letter of
Credit beyond any R/C Maturity Date (unless such Letter of Credit is required to be Cash Collateralized or otherwise backstopped
(with a letter of credit on customary terms) to the Administrative Agent’s and applicable L/C Lender’s reasonable satisfaction
or the participations therein are required to be assumed by Lenders that have Revolving Commitments which extend beyond such R/C
Maturity Date) or extend the termination date of any of the Commitments, or reduce the rate or extend the time of payment of interest
(other than as a result of any waiver of the applicability of any post-default increase in interest rates) or fees thereon, or
forgive or reduce the principal amount thereof, without the consent of each Lender directly affected thereby (it being understood
that (x) any amendment or modification to the financial definitions in this Agreement or with respect to the time for delivery
of financials and/or any compliance certificate under Section 9.04 shall not constitute a reduction in any rate of interest or
fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification may actually result in
such a reduction and (y) waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory
reduction in the total Commitments or Total Revolving Commitments (other than on the applicable maturity date) or a waiver of a
mandatory prepayment shall not constitute an extension of the termination date of any of the Commitments);


 






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(ii)              
release (x) all or substantially all of the Collateral (except as provided in the Security Documents) under all the
Security Documents or (y) all or substantially all of the Guarantors from the Guarantees, without the consent of each Lender;


 


(iii)              
amend, modify, change or waive (x) any provision of Section 11.02 or this Section 13.04 without the consent of
each Lender, (y) any other provision of any Credit Document or any other provision of this Agreement that expressly provides that
the consent of all Lenders or the consent of all affected Lenders is required, without the consent of each Lender or (z) any provision
of any Credit Document that expressly provides that the consent of the Required Tranche Lenders of a particular Tranche or Required
Revolving Lenders is required, without the consent of the Required Tranche Lenders of each Tranche or the Required Revolving Lenders,
as the case may be (in each case, except for technical amendments with respect to additional extensions of credit (including Extended
Term Loans or Extended Revolving Loans) pursuant to this Agreement which afford the benefits or protections to such additional
extensions of credit of the type provided to the Term Loans and/or the Revolving Commitments and Revolving Loans, as applicable);


 


(iv)              
(x) reduce the percentage specified in the definition of Required Lenders or Required Tranche Lenders or otherwise amend
the definition of Required Lenders or Required Tranche Lenders without the consent of each Lender or (y) reduce the percentage
specified in the definition of Required Revolving Lenders or otherwise amend the definition of Required Revolving Lenders without
the consent of each Revolving Lender (provided that, (x) no such consent shall be required for technical amendments with
respect to additional extensions of credit (including Extended Term Loans and Extended Revolving Loans) pursuant to this Agreement,
and (y) with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in
the determination of the Required Lenders, Required Tranche Lenders and/or Required Revolving Lenders on substantially the same
basis as the extensions of Loans and Commitments are included on the Closing Date);


 


(v)             
amend, modify, change or waive Section 4.02 or Section 4.07(b) in a manner that would alter the pro rata
sharing of payments required thereby, without the consent of each Lender directly affected thereby (except for technical amendments
with respect to additional extensions of credit (including Extended Term Loans or Extended Revolving Loans) pursuant to this Agreement
which afford the protections to such additional extensions of credit of the type provided to the Term Loans and/or the Revolving
Commitments and Revolving Loans, as applicable); or


 


(vi)              
impose any greater restriction on the ability of any Lender under a Tranche to assign any of its rights or obligations hereunder
without the written consent of the Required Tranche Lenders for such Tranche;


 


provided, further,
that no such amendment, modification, change or waiver shall (A) increase the Commitments of any Lender over the amount thereof
then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants,
Defaults or Events of Default or of a mandatory reduction in the total Commitments or Total Revolving Commitments (other than on
the applicable maturity date) or a waiver of a mandatory prepayment shall not constitute an increase of the Commitment of any Lender),
(B) without the consent of each L/C Lender, amend, modify, change or waive any provision of Section 2.03 or alter such
L/C Lender’s rights or obligations with respect to Letters of Credit, (C) without the consent of the Swingline Lender,
alter its rights or obligations with respect to Swingline Loans, (D) without the consent of any applicable Agent, amend, modify,
change or waive any provision as same relates to the rights or obligations of such Agent, (E) amend, modify, change or waive
Section 2.10(b) in a manner that by its terms adversely affects the rights in respect of prepayments due to Lenders holding
Loans of one Tranche differently from the rights of Lenders holding Loans of any other Tranche without the prior written consent
of the Required Tranche Lenders of each adversely affected Tranche (such consent being in lieu of the consent of the Required Lenders
required above in this Section 13.04(a)) (except for technical amendments with respect to additional extensions of credit
pursuant to this Agreement (including Extended Term Loans or Extended Revolving Loans) so that such additional extensions may share
in the application of prepayments (or commitment reductions) with any Tranche of Term Loans or Revolving Loans, as applicable);
provided, however, the Required Lenders may waive, in whole or in part, any prepayment so long as the application,
as between Tranches, of any portion of such prepayment which is still required to be made is not altered or (F) amend or modify
the definition of “Alternate Currency” or Section 1.05 without the prior written consent of all the Revolving
Lenders (such consent being in lieu of the consent of the Required Lenders required above in this Section 13.04(a)). Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such
Defaulting Lender, (y) the principal and accrued and unpaid interest of such Defaulting Lender’s Loans shall not be reduced
or forgiven (other than as a result of any waiver of the applicability of any post-default increase in interest rates), nor shall
the date for any scheduled payment of any such amounts be postponed, without the consent of such Defaulting Lender (it being understood
that (1) any amendment or modification to the financial definitions in this Agreement or with respect to the time for delivery
of financials and/or any compliance certificate under Section 9.04 shall not constitute a reduction in any rate of interest or
fees for purposes of this clause (x), notwithstanding the fact that such amendment or modification may actually result in
such a reduction and (2) waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory
reduction in the total Commitments or Total Revolving Commitments (other than on the applicable maturity date) or a waiver of a
mandatory prepayment shall not constitute an extension for the date of any scheduled payment) and (z) any waiver, amendment or
modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more
adversely than other affected Lenders shall require the consent of such Defaulting Lender (other than in the case of a consent
by the Administrative Agent to permit Borrower and its Subsidiaries to purchase Revolving Commitments (and Revolving Loans made
pursuant thereto) of Defaulting Lenders in excess of the amount permitted pursuant to Section 13.04(h)).


 






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(b)               
If, in connection with any proposed amendment, modification, change or waiver of or to any of the provisions of this Agreement,
the consent of the Required Lenders (or in the case of a proposed amendment, modification, change or waiver affecting a particular
Class or Tranche, the Lenders holding a majority of the Loans and Commitments with respect to such Class or Tranche) is obtained
but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right,
so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B)
below, to either:


 


(A)              
replace each such non-consenting Lender or Lenders (or, at the option of Borrower, if such non-consenting Lender’s
consent is required with respect to a particular Class or Tranche of Loans (or related Commitments), to replace only the Classes
or Tranches of Commitments and/or Loans of such non-consenting Lender with respect to which such Lender’s individual consent
is required (such Classes or Tranches, the “Affected Classes”)) with one or more Replacement Lenders,
so long as, at the time of such replacement, each such Replacement Lender consents to the proposed amendment, modification, change
or waiver; provided, further, that (i) at the time of any such replacement, the Replacement Lender shall enter into one
or more Assignment Agreements (and with all fees payable pursuant to Section 13.05(b) to be paid by the Replacement Lender) pursuant
to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and in each case L/C Interests of,
the Replaced Lender (or, at the option of Borrower if the respective Lender’s consent is required with respect to less than
all Tranches of Loans (or related Commitments), the Commitments, outstanding Loans and L/C Interests of the Affected Classes),
(ii) at the time of any replacement, the Replaced Lender shall receive an amount equal to the sum of (A) the principal of,
and all accrued interest on, all outstanding Loans of such Lender (other than any Loans not being acquired by the Replacement Lender),
(B) all Reimbursement Obligations (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter
of Credit denominated in the Alternate Currency) owing to such Lender, together with all then unpaid interest with respect thereto
at such time, in the event Revolving Loans or Revolving Commitments owing to such Lender are being acquired and (C) all accrued,
but theretofore unpaid, fees and other amounts owing to the Lender with respect to the Loans being so assigned and (iii) all
obligations of Borrower owing to such Replaced Lender (other than those specifically described in clause (ii) above in respect
of Replaced Lenders for which the assignment purchase price has been, or is concurrently being, paid, and other than those relating
to Loans or Commitments not being acquired by the Replacement Lender, but including any amounts which would be paid to a Lender
pursuant to Section 5.05 if Borrower were prepaying a LIBOR Loan), as applicable, shall be paid in full to such Replaced Lender,
as applicable, concurrently with such replacement. Upon the execution of the respective Assignment Agreement, the payment of amounts
referred to in clauses (i), (ii) and (iii) above, as applicable, the receipt of any consents that would be required for an assignment
of the subject Loans and Commitments to such Replacement Lender in accordance with Section 13.05, the Replacement Lender, if any,
shall become a Lender hereunder and the Replaced Lender, as applicable, shall cease to constitute a Lender hereunder and be released
of all its obligations as a Lender, except with respect to indemnification provisions applicable to such Lender under this Agreement,
which shall survive as to such Lender and, in the case of any Replaced Lender, except with respect to Loans, Commitments and L/C
Interests of such Replaced Lender not being acquired by the Replacement Lender; provided, that if the applicable Replaced
Lender does not execute the Assignment Agreement within one (1) Business Day after Borrower’s request, execution of such
Assignment Agreement by the Replaced Lender shall not be required to effect such assignment; or


 






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(B)              
terminate such non-consenting Lender’s Commitment and/or repay Loans held by such Lender (or, if such non-consenting
Lender’s consent is required with respect to a particular Class or Tranche of Loans, the Commitment and Loans of the Affected
Class) and, if applicable, Cash Collateralize its applicable R/C Percentage of the L/C Liability, in either case, upon one (1)
Business Day’s prior written notice to Administrative Agent at the Principal Office (which notice Administrative Agent shall
promptly transmit to each of the Lenders). Any such prepayment of the Loans or termination of the Commitments of such Lender shall
be made together with accrued and unpaid interest, fees and other amounts owing to such Lender (including all amounts, if any,
owing pursuant to Section 5.05) (or if the applicable consent requires approval of all Lenders of a particular Tranche but not
all Lenders, then Borrower shall terminate all Commitments and/or repay all Loans, in each case together with payment of all accrued
and unpaid interest, fees and other amounts owing to such Lender (including all amounts, if any, owing pursuant to Section 5.05)
under such Tranche), so long as (i) in the case of the repayment of Revolving Loans of any Lender pursuant to this Section 13.04(b)(B),
(A) the Revolving Commitment of such Lender is terminated concurrently with such repayment and (B) such Lender’s R/C Percentage
of all outstanding Letters of Credit is Cash Collateralized or otherwise backstopped by Borrower in a manner reasonably satisfactory
to Administrative Agent and the L/C Lenders. Immediately upon any repayment of Loans by Borrower pursuant to this Section 13.04(b)(B),
such Loans repaid or acquired pursuant hereto shall be cancelled for all purposes and no longer outstanding (and may not be resold,
assigned or participated out by Borrower) for all purposes of this Agreement and all other Credit Documents (provided, that
such purchases and cancellations shall not constitute prepayments or repayments of the Loans for any purpose hereunder (except
for purposes of Section 2.09(c))), including, but not limited to (A) the making of, or the application of, any payments to the
Lenders under this Agreement or any other Credit Document, (B) the making of any request, demand, authorization, direction, notice,
consent or waiver under this Agreement or any other Credit Document, (C) the providing of any rights to Borrower as a Lender under
this Agreement or any other Credit Document, and (D) the determination of Required Lenders, or for any similar or related purpose,
under this Agreement or any other Credit Document; provided, however, that, unless the Commitments which are terminated
and Loans which are repaid pursuant to this clause (B) are immediately replaced in full at such time through the addition of new
Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must consent thereto),
then, in the case of any action pursuant to this clause (B), the Required Lenders (determined after giving effect to the proposed
action) shall specifically consent thereto.


 


(c)                
Administrative Agent and Borrower may (without the consent of Lenders) amend any Credit Document to the extent (but only
to the extent) necessary to reflect the existence and terms of Incremental Revolving Commitments (and the related Incremental Revolving
Loans), Incremental Term Loans, Other Term Loans, Other Revolving Commitments (and the related Other Revolving Loans), Extended
Term Loans and Extended Revolving Commitments (and the related Extended Revolving Loans). Notwithstanding anything to the contrary
contained herein, such amendment shall become effective without any further consent of any other party to such Credit Document.
In addition, upon the effectiveness of any Refinancing Amendment, Administrative Agent, Borrower and the Lenders providing the
relevant Credit Agreement Refinancing Indebtedness may amend this Agreement to the extent (but only to the extent) necessary to
reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments
necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments
and/or Other Term Loan Commitments). Administrative Agent and Borrower may effect such amendments to this Agreement and the other
Credit Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to effect
the terms of any Refinancing Amendment. Administrative Agent and Collateral Agent may enter into amendments to this Agreement and
the other Credit Documents with Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of the
Loans and/or Commitments extended pursuant to Section 2.13 or incurred pursuant to Sections 2.12 or 2.15 and such technical amendments
as may be necessary or appropriate in the reasonable opinion of Administrative Agent and Borrower in connection with the establishment
of such new tranches or sub-tranches, in each case on terms consistent with Section 2.13, Section 2.12 or Section 2.15.


 






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(d)               
Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required
Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit
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 Credit Documents with the Term Loans (or any Tranche thereof in the case of additional
Term Loans) and the Revolving Commitments (and related Revolving Loans) (or any Tranche of Revolving Commitments (and related Revolving
Loans) in the case of additional Revolving Commitments (and related Revolving Loans)) and the accrued interest and fees in respect
thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders,
Required Tranche Lenders and/or Required Revolving Lenders.


 


(e)                
Notwithstanding anything to the contrary herein, (i) any Credit Document may be waived, amended, supplemented or modified
pursuant to an agreement or agreements in writing entered into by Borrower and Administrative Agent (without the consent of any
Lender) solely to effect administrative changes that are not adverse to any Lender or to correct administrative errors or omissions
or to cure an ambiguity, defect or error (including, without limitation, to revise the legal description of any Mortgaged Real
Property based on surveys), or to grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional
property or to make modifications which are not materially adverse to the Lenders and are requested or required by Gaming Authorities
or Gaming Laws and (ii) any Credit Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements
in writing entered into by Borrower and Administrative Agent (without the consent of any Lender) to permit any changes requested
or required by any Governmental Authority that are not materially adverse to the Lenders (including any changes relating to qualifications
as a permitted holder of debt, licensing or limits on Property that may be pledged as Collateral or available remedies). Notwithstanding
anything to the contrary herein, (A) additional extensions of credit consented to by Required Lenders shall be permitted hereunder
on a ratable basis with the existing Loans (including as to proceeds of, and sharing in the benefits of, Collateral and sharing
of prepayments), (B) Collateral Agent shall enter into the Pari Passu Intercreditor Agreement upon the request of Borrower
in connection with the incurrence of Permitted First Priority Refinancing Debt, Permitted First Lien Indebtedness (and Permitted
Refinancings thereof that qualify as Permitted First Lien Indebtedness) or Incremental Equivalent Debt (and Permitted Refinancings
thereof that satisfy Sections 10.01(t)(A)(v) and 10.01(t)(A)(vi)), as applicable (or any amendments and supplements thereto in
connection with the incurrence of additional Permitted First Priority Refinancing Debt, Permitted First Lien Indebtedness (and
Permitted Refinancings thereof that qualify as Permitted First Lien Indebtedness) or Incremental Equivalent Debt (and Permitted
Refinancings thereof that satisfy Sections 10.01(t)(A)(v) and 10.01(t)(A)(vi))), and (C) Collateral Agent shall enter into the
Second Lien Intercreditor Agreement upon the request of Borrower in connection with the incurrence of Permitted Second Priority
Refinancing Debt, Permitted Second Lien Indebtedness (and Permitted Refinancings thereof that qualify as Permitted Second Lien
Indebtedness) or Incremental Equivalent Debt (and Permitted Refinancings thereof that satisfy Sections 10.01(t)(A)(v) and 10.01(t)(A)(vi)),
as applicable (or any amendments and supplements thereto in connection with the incurrence of additional Permitted Second Priority
Refinancing Debt, Permitted Second Lien Indebtedness (and Permitted Refinancings thereof that qualify as Permitted Second Lien
Indebtedness) or Incremental Equivalent Debt (and Permitted Refinancings thereof that satisfy Sections 10.01(t)(A)(v) and 10.01(t)(A)(vi))).


 


(f)                 
Notwithstanding anything to the contrary herein, the applicable Credit Party or Parties and Administrative Agent and/or
Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Credit Document) enter
into any amendment or waiver of any Credit Document, or enter into any new agreement or instrument, without the consent of any
other Person, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral
or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect
to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests
therein comply with applicable Requirements of Law or to release any Collateral which is not required under the Security Documents.


 






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(g)               
Notwithstanding anything to the contrary herein, Administrative Agent and Collateral Agent shall (A) release any Lien granted
to or held by Administrative Agent or Collateral Agent upon any Collateral (i) upon Payment in Full of the Obligations (other than
(x) obligations under any Swap Contracts as to which acceptable arrangements have been made to the satisfaction of the relevant
counterparties and (y) obligations under Cash Management Agreements not yet due and payable), (ii) upon the sale, transfer or other
disposition of Collateral to the extent required pursuant to the last paragraph in Section 10.05 (and Administrative Agent or Collateral
Agent may rely conclusively on a certificate to that effect provided to it by any Credit Party upon its reasonable request without
further inquiry) to any Person other than a Credit Party, (iii) if approved, authorized or ratified in writing by the Required
Lenders (or all of the Lenders to the extent required by Section 13.04(a)), (iv) if the property subject to such Lien is owned
by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 6.08, (v) constituting
Equity Interests in or property of an Unrestricted Subsidiary, (vi) subject to Liens permitted under Sections 10.02(i) or 10.02(k),
in each case, to the extent the documents governing such Liens do not permit such Collateral to secure the Obligations, or (vii)
as otherwise may be provided herein or in the relevant Security Documents, and (B) consent to and enter into (and execute documents
permitting the filing and recording, where appropriate) the grant of easements and covenants and subordination rights with respect
to real property, conditions, restrictions and declarations on customary terms, and subordination, non-disturbance and attornment
agreements on customary terms reasonably requested by Borrower with respect to leases entered into by Borrower and its Restricted
Subsidiaries, to the extent requested by Borrower and not materially adverse to the interests of the Lenders and, with respect
to a Master Lease or any Additional Lease, to the extent requested by GLP Capital or Gold Merger Sub, as applicable, under a Master
Lease in substantially the form attached thereto or to the extent reasonably requested by the Landlord under any Additional Lease.


 


(h)               
If any Lender is a Defaulting Lender, Borrower shall have the right to terminate such Defaulting Lender’s Revolving
Commitment and repay the Loans related thereto as provided below so long as Borrower Cash Collateralizes or otherwise backstops
such Defaulting Lender’s applicable R/C Percentage of the L/C Liability to the reasonable satisfaction of the L/C Lender
and the Administrative Agent; provided that such terminations of Revolving Commitments shall not exceed 20.0% of the sum
of (x) the initial aggregate principal amount of the Revolving Commitments on the Closing Date plus (y) the initial aggregate
principal amount of all Incremental Revolving Commitments incurred after the Closing Date and prior to such date of determination;
provided, further, that Borrower and its Subsidiaries may terminate additional Revolving Commitments and repay the
Loans related thereto pursuant to this Section 13.04(h) with the consent of the Administrative Agent. At the time of any such termination
and/or repayment, and as a condition thereto, the Replaced Lender shall receive an amount equal to the sum of (A) the principal
of, and all accrued interest on, all outstanding Loans of such Lender provided pursuant to such Revolving Commitments, (B) all
Reimbursement Obligations (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit
denominated in the Alternate Currency) owing to such Lender, together with all then unpaid interest with respect thereto at such
time, in the event Revolving Loans or Revolving Commitments owing to such Lender are being repaid and terminated or acquired, as
the case may be, and (C) all accrued, but theretofore unpaid, fees owing to the Lender pursuant to Section 2.05 with respect
to the Loans being so repaid, as the case may be and all other obligations of Borrower owing to such Replaced Lender (other than
those relating to Loans or Commitments not being terminated or repaid) shall be paid in full to such Defaulting Lender concurrently
with such termination. At such time, unless the respective Lender continues to have outstanding Loans or Commitments hereunder,
such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications
under this Agreement (including, without limitation, Sections 4.02, 5.01, 5.03, 5.05, 5.06 and 13.03), which shall survive as to
such repaid Lender. Immediately upon any repayment of Loans by Borrower pursuant to this Section 13.04(h), such Loans repaid pursuant
hereto shall be cancelled for all purposes and no longer outstanding (and may not be resold, assigned or participated out by Borrower)
for all purposes of this Agreement and all other Credit Documents (provided, that such purchases and cancellations shall
not constitute prepayments or repayments of the Loans (including, without limitation, pursuant to Section 2.09, Section 2.10 or
Article IV) for any purpose hereunder), including, but not limited to (A) the making of, or the application of, any payments to
the Lenders under this Agreement or any other Credit Document, (B) the making of any request, demand, authorization, direction,
notice, consent or waiver under this Agreement or any other Credit Document, (C) the providing of any rights to Borrower as a Lender
under this Agreement or any other Credit Document, and (D) the determination of Required Lenders, or for any similar or related
purpose, under this Agreement or any other Credit Document.


 






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SECTION 13.05.      
Benefit of Agreement; Assignments; Participations.


 


(a)                
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns
of the parties hereto; provided, however, no Credit Party may assign or transfer any of its rights, obligations or
interest hereunder or under any other Credit Document (it being understood that a merger or consolidation not prohibited by this
Agreement shall not constitute an assignment or transfer) without the prior written consent of all of the Lenders and provided,
further, that, although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall
remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments,
Loans or related Obligations hereunder except as provided in Section 13.05(b)) and the participant shall not constitute a “Lender”
hereunder; and provided, further, that no Lender shall transfer, assign or grant any participation (x) to a natural
person, (y) to a Person that is a Disqualified Lender as of the applicable Trade Date (unless consented to by Borrower in writing)
or (z) under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit
Document except to the extent such amendment or waiver would (i) extend the date for any scheduled payment on, or the final
scheduled maturity of, any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond any applicable R/C
Maturity Date (unless such Letter of Credit is required to be Cash Collateralized or otherwise backstopped (with a letter of credit
on customary terms) to the applicable L/C Lender’s and the Administrative Agent’s reasonable satisfaction or the participations
therein are required to be assumed by Lenders that have commitments which extend beyond such R/C Maturity Date)) in which such
participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection
with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase
the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of
any Default or Event of Default or of a mandatory reduction in the total Commitments or Total Revolving Commitments or of a mandatory
prepayment shall not constitute a change in the terms of such participation, that an increase in any Commitment (or the available
portion thereof) or Loan shall be permitted without the consent of any participant if the participant’s participation is
not increased as a result thereof and that any amendment or modification to the financial definitions in this Agreement shall not
constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment
or modification actually results in such a reduction), (ii) consent to the assignment or transfer by any Credit Party of any of
its rights and obligations under this Agreement or other Credit Document to which it is a party or (iii) release all or substantially
all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the
Loans or Letters of Credit hereunder in which such participant is participating. In the case of any such participation, the participant
shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such
Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant
relating thereto). Borrower agrees that each participant shall be entitled to the benefits of Sections 5.01 and 5.06 (subject to
the obligations and limitations of such Sections, including the requirements under Section 5.06(c) (it being understood that the
documentation required under Section 5.06(c) shall be delivered to the participating Lender)) to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 13.05; provided that
such participant (i) agrees to be subject to the provisions of Sections 2.11 and 5.06(g) as if it were an assignee under paragraph
(b) of this Section 13.05 and (ii) shall not be entitled to receive any greater payment under Section 5.01 or 5.06, with respect
to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement
to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.
To the extent permitted by law, each participant also shall be entitled to the benefits of Section 4.07(a) as though it were a
Lender; provided that such participant agrees to be subject to Section 4.07(b). Each Lender that sells a participation shall,
acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address
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”). 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.


 






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(b)               
No Lender (or any Lender together with one or more other Lenders) may assign all or any portion of its Commitments, Loans
and related outstanding Obligations (or, if the Commitments with respect to the relevant Tranche have terminated, outstanding Loans
and Obligations) hereunder, except to one or more Eligible Assignees (treating any fund that invests in loans and any other fund
that invests in loans and is managed or advised by the same investment advisor of such fund or by an Affiliate of such investment
advisor as a single Eligible Assignee) with the consent of (x) Administrative Agent, (y) so long as no Event of Default pursuant
to Section 11.01(b) or 11.01(c), or, with respect to Borrower, 11.01(g) or 11.01(h), has occurred and is continuing, Borrower and
(z) in the case of an assignment of Revolving Loans or Revolving Commitments, the consent of the Swingline Lender and each L/C
Lender (each such consent not to be unreasonably withheld or delayed); provided that (x) except in the case of an assignment
of the entire remaining amount of the assigning Lender’s Commitments and Loans under the applicable Tranche at the time owing
to it, the aggregate amount of the Commitments or Loans subject to such assignment shall not be less than $1.0 million; (y) no
such consent shall be necessary in the case of (i) an assignment of Revolving Loans or Revolving Commitments by a Revolving
Lender to another Revolving Lender and (ii) an assignment of Term A Facility Loans, Term B Facility Loans or Term B-1 Facility
Loans by a Lender to (A) its parent company and/or any Affiliate of such Lender which is at least 50% owned by such Lender
or its parent company or (B) one or more other Lenders or any Affiliate of any such other Lender which is at least 50% owned
by such other Lender or its parent company (provided that any fund that invests in loans and is managed or advised by the
same investment advisor of another fund which is a Lender (or by an Affiliate of such investment advisor) shall be treated as an
Affiliate that is at least 50% owned by such other Lender or its parent company for the purposes of this sub-clause (x)(ii)(B)),
or (C) in the case of any Lender that is a fund that invests in loans, any other fund that invests in loans and is managed
or advised by the same investment advisor of any Lender or by an Affiliate of such investment advisor, and (z) Borrower shall
be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within
ten (10) Business Days after having received notice thereof; provided, further, that so long as Goldman Sachs Lending Partners
LLC is not a Defaulting Lender or a Disqualified Lender, Goldman Sachs Bank USA shall be permitted to assign any Commitments and/or
Loans held by it to Goldman Sachs Lending Partners LLC without the consent of any other Person. Notwithstanding the foregoing,
so long as no Event of Default pursuant to Section 11.01(b) or 11.01(c), or, with respect to Borrower, 11.01(g) or 11.01(h), has
occurred and is continuing, no assignment will be permitted to any Lender that will result in such Lender holding, collectively
with its Affiliates (including any Person deemed to be an Affiliate for purposes of sub-clause (x)(ii)(B) above), Loans and Commitments
having an aggregate principal amount of $100.0 million, or greater, without the prior written consent of Borrower (such consent
not to be unreasonably withheld, conditioned or delayed); provided that Borrower shall be deemed to have consented to any
such assignment unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after a
Responsible Officer has received notice thereof. Each assignee shall become a party to this Agreement as a Lender by execution
of an Assignment Agreement; provided that (I) Administrative Agent shall, unless it otherwise agrees in its sole discretion,
receive at the time of each such assignment, from the assigning or assignee Lender, the payment of a non-refundable assignment
fee of $3,500, (II) no such transfer or assignment will be effective until recorded by Administrative Agent on the Register pursuant
to Section 2.08, and (III) such assignments may be made on a pro rata basis among Commitments and/or Loans (and related
Obligations). To the extent of any assignment permitted pursuant to this Section 13.05(b), the assigning Lender shall be relieved
of its obligations hereunder with respect to its assigned Commitments and outstanding Loans (provided that such assignment
shall not release such Lender of any claims or liabilities that may exist against such Lender at the time of such assignment).
At the time of each assignment pursuant to this Section 13.05(b) to a Person which is not already a Lender hereunder, the respective
assignee Lender shall, to the extent legally entitled to do so, provide to Borrower and Administrative Agent the appropriate Internal
Revenue Service Forms (and, if applicable, a Foreign Lender Certificate) as described in Section 5.06(c). To the extent that an
assignment of all or any portion of a Lender’s Commitments, Loans and related outstanding Obligations pursuant to Section
2.11, Section 13.04(b)(B) or this Section 13.05(b) would, under the laws in effect at the time of such assignment, result in increased
costs under Section 5.01, 5.03 or (subject to clause (c) in the definition of Excluded Taxes as it relates to assignments pursuant
to Section 2.11(a)) 5.06 from those being charged by the respective assigning Lender prior to such assignment, then Borrower shall
not be obligated to pay such increased costs (although Borrower, in accordance with and pursuant to the other provisions of this
Agreement, shall be obligated to pay any other increased costs of the type described above resulting from changes in any applicable
law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, after the date of the respective
assignment).


 


(c)                
Nothing in this Agreement shall prevent or prohibit any Lender from pledging or assigning a security interest in its rights
under this Agreement to secure obligations of such Lender, including any pledge or assignment of a security interest to a Federal
Reserve Bank or other central banking authority. No pledge pursuant to this Section 13.05(c) shall release the transferor Lender
from any of its obligations hereunder or permit the pledgee to become a lender hereunder without otherwise complying with Section
13.05(b).


 






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(d)               
Notwithstanding anything to the contrary contained in this Section 13.05 or any other provision of this Agreement, Borrower
and its Subsidiaries may, but shall not be required to, purchase outstanding Term Loans pursuant to (x) the Auction Procedures
established for each such purchase in an auction managed by Auction Manager and (y) through open market purchases, subject solely
to the following conditions:


 


(i)             
(x) with respect to any Borrower Loan Purchase pursuant to the Auction Procedures, at the time of the applicable Purchase
Notice (as defined in Exhibit O), no Event of Default has occurred and is continuing or would result therefrom, and (y)
with respect to any Borrower Loan Purchase consummated through an open market purchase, at the time of the applicable assignment,
no Event of Default has occurred and is continuing or would result therefrom;


 


(ii)              
immediately upon any Borrower Loan Purchase, the Term Loans purchased pursuant thereto shall be cancelled for all purposes
and no longer outstanding (and may not be resold, assigned or participated out by Borrower) for all purposes of this Agreement
and all other Credit Documents (provided; that such purchases and cancellations shall not constitute prepayments or repayments
of the Loans (including, without limitation, pursuant to Section 2.09, Section 2.10 or Article IV) for any purpose hereunder),
including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any
other Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement
or any other Credit Document, (C) the providing of any rights to Borrower as a Lender under this Agreement or any other Credit
Document, and (D) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other
Credit Document;


 


(iii)              
with respect to each Borrower Loan Purchase, Administrative Agent shall receive (x) if such Borrower Loan Purchase is consummated
pursuant to the Auction Procedures, a fully executed and completed Borrower Assignment Agreement effecting the assignment thereof,
and (y) if such Borrower Loan Purchase is consummated pursuant to an open market purchase, a fully executed and completed Open
Market Assignment and Assumption Agreement effecting the assignment thereof;


 


(iv)              
open market purchases of Term Loans by Borrower and its Subsidiaries shall not in the aggregate exceed 15% of the sum of
(A) the initial aggregate principal amount of the Term Loans on the Closing Date plus (B) the initial aggregate principal
amount of all Incremental Term Loans incurred after the Closing Date and prior to such date of determination; and


 


(v)             
Borrower may not use the proceeds of any Revolving Loan to fund the purchase of outstanding Loans pursuant to this Section
13.05(d).


 


The assignment fee set forth in Section
13.05(b) shall not be applicable to any Borrower Loan Purchase consummated pursuant to this Section 13.05(d).


 


(e)                
Within forty-five (45) days after the effectiveness of any assignment with respect to which Borrower has consented to pursuant
to this Section 13.05, Borrower shall provide notice of such assignment to the West Virginia Lottery Commission.


 


(f)                 
(i) No assignment or participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade
Date”) on which the applicable Lender entered into a binding agreement to sell and assign or participate all or a portion
of its rights and obligations under this Agreement to such Person (unless Borrower has consented to such assignment as otherwise
contemplated by this Section 13.05 and in the definition of “Eligible Assignee”, in which case such Person will not
be considered a Disqualified Lender for the purpose of such assignment or participation, as applicable). For the avoidance of doubt,
with respect to any assignee or participant that becomes a Disqualified Lender after the applicable Trade Date (including as a
result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified
Lender”), (x) such assignee shall not retroactively be disqualified from becoming a Lender or participant and (y) the execution
by Borrower of an Assignment Agreement with respect to such assignee will not by itself result in such assignee no longer being
considered a Disqualified Lender. Any assignment in violation of this clause (f)(i) shall not be void, but the other provisions
of this clause (f) shall apply.


 






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(ii)              
If any assignment or participation is made to any Disqualified Lender without Borrower’s prior consent in violation
of clause (f)(i) above, or if any Person becomes a Disqualified Lender after the applicable Trade Date, Borrower may, at its sole
expense and effort, upon notice to the applicable Disqualified Lender and Administrative Agent, (A) terminate any Revolving Commitment
of such Disqualified Lender and repay all obligations of Borrower owing to such Disqualified Lender in connection with such Revolving
Commitment, (B) in the case of outstanding Term Loans held by Disqualified Lenders, prepay such Term Loans by paying the lesser
of (x) the principal amount thereof and (y) the amount that such Disqualified Lender paid to acquire such Term Loans, in each case
plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and under the
other Credit Documents and/or (C) require such Disqualified Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in this Section 13.05), all of its interest, rights and obligations under this Agreement
and related Credit Documents to an Eligible Assignee that shall assume such obligations at the lesser of (x) the principal amount
thereof and (y) the amount that such Disqualified Lender paid to acquire such interests, rights and obligations, in each case plus
accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and under the other
Credit Documents; provided that, in the case of this clause (C), (i) unless waived by Administrative Agent in its discretion,
Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in 13.05(b) and (ii) such assignment does
not conflict with applicable Laws.


 


(iii)              
Notwithstanding anything to the contrary contained in this Agreement, Disqualified Lenders (A) will not (x) have the right
to receive information, reports or other materials provided to Lenders by Borrower, Administrative Agent or any other Lender, (y)
attend or participate in meetings attended by the Lenders and Administrative Agent, or (z) access any electronic site established
for the Lenders or confidential communications from counsel to or financial advisors of Administrative Agent or the Lenders and
(B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any
direction to Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement
or any Credit Document, each Disqualified Lender will be deemed to have consented in the same proportion as the Lenders that are
not Disqualified Lenders consented to such matter, and (y) for purposes of voting on any plan of reorganization or plan of liquidation
pursuant to any Debtor Relief Laws (“Plan of Reorganization”), each Disqualified Lender party hereto hereby
agrees (1) not to vote on such Plan of Reorganization, (2) if such Disqualified Lender does vote on such Plan of Reorganization
notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated”
pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall
not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with
Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request
by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the
foregoing clause (2).


 


(iv)              
Administrative Agent shall have the right, and Borrower hereby expressly authorizes and directs Administrative Agent, to
(A) post the list of Disqualified Lenders provided by Borrower and any updates thereto from time to time (collectively, the “DQ
List”) on the Platform, including that portion of the Platform that is designated for “public side” Lenders
and/or (B) provide the DQ List to each Lender requesting the same.


 


SECTION 13.06.      
Survival. The obligations of the Credit Parties under Sections 5.01, 5.05, 5.06, 13.03 and 13.20, the obligations of
each Guarantor under Section 6.03, and the obligations of the Lenders under Sections 5.06 and 12.08, in each case shall survive
the repayment of the Loans and the other Obligations and the termination of the Commitments and, in the case of any Lender that
may assign any interest in its Commitments, Loans or L/C Interest (and any related Obligations) hereunder, shall (to the extent
relating to such time as it was a Lender) survive the making of such assignment, notwithstanding that such assigning Lender may
cease to be a “Lender” hereunder. In addition, each representation and warranty made, or deemed to be made by a notice
of any extension of credit, herein or pursuant hereto shall be considered to have been relied upon by the other parties hereto
and shall survive the execution and delivery of this Agreement and the Notes and the making of any extension of credit hereunder,
regardless of any investigation made by any such other party or on its behalf and notwithstanding that Administrative Agent or
any Lender may have had notice or knowledge of any Default or incorrect representation or warranty.


 






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SECTION 13.07.      
Captions. The table of contents and captions and Section headings appearing herein are included solely for convenience
of reference and are not intended to affect the interpretation of any provision of this Agreement.


 


SECTION 13.08.      
Counterparts; Interpretation; Effectiveness. This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement and the other Credit Documents, constitute the entire contract among the parties thereto relating
to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof. This Agreement shall become effective when the Closing Date shall have occurred, and this Agreement shall
have been executed and delivered by the Credit Parties and when Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this
Agreement. 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 Agreements, amendments or other Notice of Borrowing, Notices of Continuation/Conversion,
waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract
formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to
the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format
unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it (it being understood and agreed that
documents signed manually but delivered in “.pdf” or “.tif” format (or other similar formats specified
by Administrative Agent) shall not constitute electronic signatures).


 


SECTION 13.09.      
Governing Law; Submission to Jurisdiction; Waivers; Etc.


 


(a)                
GOVERNING LAW. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND ANY CLAIMS, CONTROVERSIES, DISPUTES, OR CAUSES OF
ACTION (WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) BASED UPON OR RELATING TO THIS AGREEMENT OR THE OTHER CREDIT
DOCUMENTS (EXCEPT AS TO ANY OTHER CREDIT DOCUMENT, AS EXPRESSLY SET FORTH IN SUCH OTHER CREDIT DOCUMENT), SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PRINCIPLES THAT WOULD
APPLY THE LAW OF ANOTHER JURISDICTION.


 


(b)               
SUBMISSION TO JURISDICTION. EACH CREDIT PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY
ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER AT LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE,
AGAINST THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, ANY LENDER, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OF THE PARTNERS,
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ADVISORS OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,
AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT AGAINST ANY CREDIT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 






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(c)                
WAIVER OF VENUE. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)               
SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 13.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY APPLICABLE LAW.


 


(e)                
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 13.10.      
Confidentiality. Each Agent and each Lender agrees to keep information obtained by it pursuant to the Credit Documents
or in connection with the Transactions confidential in accordance with such Agent’s or such Lender’s customary practices
and agrees that it will only use such information in connection with the transactions contemplated hereby and not publish, disclose
or otherwise divulge any of such information other than (a) to such Agent’s or such Lender’s respective Affiliates
and their and their Affiliates’ respective employees, representatives, directors, officers, attorneys, auditors, agents,
professional advisors or trustees who are advised of the confidential nature thereof and instructed to keep such information confidential
(it being understood and agreed that such Agent or such Lender, as applicable, shall be responsible for any breach of confidentiality
by any Person described in this clause (a) to which such Agent or Lender discloses such information to), (b) to any direct or indirect
creditor or contractual counterparty in swap agreements or such creditor’s or contractual counterparty’s professional
advisor (so long as such creditor or contractual counterparty, or professional advisor to such creditor or contractual counterparty,
as applicable, agrees in writing to be bound by the provision of this Section 13.10), (c) to the extent such information presently
is or hereafter becomes available to such Agent or such Lender on a non-confidential basis from a Person not an Affiliate of such
Agent or such Lender not known to such Agent or such Lender to be violating a confidentiality obligation by such disclosure, (d)
to the extent disclosure is required by any Law, subpoena or judicial order or process (provided that notice of such requirement
or order shall be promptly furnished to Borrower prior to such disclosure to the extent practicable and legally permitted) or requested
or required by bank, securities, insurance or investment company regulations or auditors or any administrative body or commission
(including any self-regulatory body (including, without limitation, the Securities Valuation Office of the NAIC)) to whose jurisdiction
such Agent or such Lender is subject (provided that, other than in connection with an audit or examination by bank accountants
or any regulatory authority exercising examination or regulatory authority, notice of such requirement or order shall be promptly
furnished to Borrower prior to such disclosure to the extent practicable and legally permitted), (e) to any rating agency to the
extent required in connection with any rating to be assigned to such Agent or such Lender; provided that prior notice thereof
is furnished to Borrower, (f) to pledgees under Section 13.05(c), assignees, participants, prospective assignees or prospective
participants, in each case, that are not Disqualified Lenders, in each case who agree in writing to be bound by the provisions
of this Section 13.10 (it being understood that any electronically recorded agreement from any Person listed above in this clause
(f) in respect to any electronic information (whether posted or otherwise distributed on Intralinks or any other electronic distribution
system) shall satisfy the requirements of this clause (f)), (g) in connection with the exercise of remedies hereunder or under
any Credit Document or to the extent required in connection with any litigation with respect to the Loans or any Credit Document
(provided, that notice of such disclosure shall be promptly furnished to Borrower prior to disclosure to the extent practicable
and legally permitted) or (h) with Borrower’s prior written consent.


 






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SECTION 13.11.      
Independence of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein
shall be independent of each other and no exception to any representation, warranty or covenant shall be deemed to be an exception
to any other representation, warranty or covenant contained herein unless expressly provided, nor shall any such exception be deemed
to permit any action or omission that would be in contravention of applicable law.


 


SECTION 13.12.      
Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Agreement.


 


SECTION 13.13.      
Gaming Laws.


 


(a)                
Notwithstanding anything to the contrary in this Agreement or any other Credit Document, this Agreement and the other Credit
Documents are subject to the Gaming Laws and the laws involving the sale, distribution and possession of alcoholic beverages and/or
tobacco, as applicable (the “Liquor Laws”). Without limiting the foregoing, Administrative Agent, each other
Agent, each Lender and each participant acknowledges that (i) it is the subject of being called forward by any Gaming Authority
or any Governmental Authority enforcing the Liquor Laws (the “Liquor Authority”), in each of their discretion,
for licensing or a finding of suitability or to file or provide other information, and (ii) all rights, remedies and powers under
this Agreement and the other Credit Documents, including with respect to the entry into and ownership and operation of the Gaming
Facilities, and the possession or control of gaming equipment, alcoholic beverages or a gaming or liquor license, may be exercised
only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and Liquor Laws and
only to the extent that required approvals (including prior approvals) are obtained from the requisite Governmental Authorities.


 


(b)               
Notwithstanding anything to the contrary in this Agreement or any other Credit Document, Administrative Agent, each other
Agent, each Lender and each participant agrees to cooperate with each Gaming Authority and each Liquor Authority (and, in each
case, to be subject to Section 2.11) in connection with the administration of their regulatory jurisdiction over Borrower and the
other Credit Parties, including, without limitation, the provision of such documents or other information as may be requested by
any such Gaming Authorities and/or Liquor Authorities relating to Administrative Agent, any other Agent, any of the Lenders or
participants, Borrower and its Subsidiaries or to the Credit Documents.


 


(c)                
Notwithstanding anything to the contrary in this Agreement or any other Credit Document, to the extent any provision of
this Agreement or any other Credit Document excludes any assets from the scope of the Pledged Collateral, or from any requirement
to take any action to make effective or perfect any security interest in favor of Collateral Agent or any other Secured Party in
the Pledged Collateral, the representations, warranties and covenants made by Borrower or any Restricted Subsidiary in this Agreement
with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of Collateral Agent
or any other Secured Party (including, without limitation, Article VIII of this Agreement) shall be deemed not to apply to such
assets.


 






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SECTION 13.14.      
USA Patriot Act. Each Lender that is subject to the Act (as hereinafter defined) to the extent required hereby, notifies
Borrower and the Guarantors that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies
Borrower and the Guarantors, which information includes the name and address of Borrower and the Guarantors and other information
that will allow such Lender to identify Borrower and the Guarantors in accordance with the Act, and Borrower and the Guarantors
agree to provide such information from time to time to any Lender.


 


SECTION 13.15.      
Judgment Currency.


 


(a)                
Borrower’s obligations hereunder and under the other Credit Documents to make payments in Dollars (the “Obligation
Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted
into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective
receipt by Administrative Agent, Collateral Agent, the respective L/C Lender or the respective Lender of the full amount of the
Obligation Currency expressed to be payable to Administrative Agent, Collateral Agent, such L/C Lender or such Lender under this
Agreement or the other Credit Documents. If, for the purpose of obtaining or enforcing judgment against Borrower in any court or
in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency
being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion
shall be made at the Dollar Equivalent thereof and, in the case of other currencies the rate of exchange (as quoted by Administrative
Agent or if Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated
by Administrative Agent) determined, in each case, as of the day on which the judgment is given (such day being hereinafter referred
to as the “Judgment Currency Conversion Date”).


 


(b)               
If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual
payment of the amount due by Borrower, Borrower covenants and agrees to pay, or cause to be paid, such additional amounts, if any
(but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have
been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing
on the Judgment Currency Conversion Date.


 


(c)                
For purposes of determining the Dollar Equivalent or any other rate of exchange for this Section 13.15, such amounts shall
include any premium and costs payable in connection with the purchase of the Obligation Currency.


 


SECTION 13.16.      
Waiver of Claims. Notwithstanding anything in this Agreement or the other Credit Documents to the contrary, the Credit
Parties hereby agree that Borrower shall not acquire any rights as a Lender under this Agreement as a result of any Borrower Loan
Purchase and may not make any claim as a Lender against any Agent or any Lender with respect to the duties and obligations of such
Agent or Lender pursuant to this Agreement and the other Credit Documents; provided, however, that, for the avoidance
of doubt, the foregoing shall not impair Borrower’s ability to make a claim in respect of a breach of the representations
or warranties or obligations of the relevant assignor in a Borrower Loan Purchase, including in the standard terms and conditions
set forth in the assignment agreement applicable to a Borrower Loan Purchase.


 






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SECTION 13.17.      
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any other Credit Document), Borrower and each other
Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and
other services regarding this Agreement provided by the Administrative Agent, the Collateral Agent, the Syndication Agents, the
Joint Physical Bookrunners, the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between Borrower,
each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Collateral Agent, the
Syndication Agents, the Joint Physical Bookrunners, the Joint Lead Arrangers and the Lenders, on the other hand, (B) each
of Borrower and the other Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it
has deemed appropriate, and (C) Borrower and each other Credit Party is capable of evaluating, and understands and accepts,
the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) the Administrative
Agent, the Collateral Agent, the Syndication Agents, the Joint Physical Bookrunners, the Joint Lead Arrangers and each Lender is
and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is
not, and will not be acting as an advisor, agent or fiduciary for Borrower, any other Credit Party or any of their respective Affiliates,
or any other Person (except as expressly set forth in an any engagement letters between the Administrative Agent, the Collateral
Agent, the Syndication Agents, such Joint Physical Bookrunner, such Joint Lead Arranger or such Lender and Borrower or such Credit
Party or Affiliate thereof) and (B) neither the Administrative Agent, the Collateral Agent, the Syndication Agents, the Joint
Physical Bookrunners, the Joint Lead Arrangers nor any Lender has any obligation to Borrower, any other Credit Party or any of
their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein
and in the other Credit Documents or in other written agreements between the Administrative Agent, the Collateral Agent, the Syndication
Agents, the Joint Physical Bookrunners, the Joint Lead Arrangers or any Lender on one hand and Borrower, any other Credit Party
or any of their respective Affiliates on the other hand; and (iii) the Administrative Agent, the Collateral Agent, the Joint
Physical Bookrunners, the Syndication Agents, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged
in a broad range of transactions that involve interests that differ from, or conflict with, those of Borrower, the other Credit
Parties and their respective Affiliates, and neither the Administrative Agent, the Collateral Agent, the Syndication Agents, the
Joint Physical Bookrunners, the Joint Lead Arrangers, nor any Lender has any obligation to disclose any of such interests to Borrower,
any other Credit Party or any of their respective Affiliates. Each Credit Party agrees that nothing in the Credit Documents will
be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative
Agent, the Collateral Agent, the Syndication Agents, the Joint Physical Bookrunners, the Joint Lead Arrangers and the Lenders,
on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. To the fullest extent permitted by law,
each of Borrower and each other Credit Party hereby waives and releases any claims that it may have against the Administrative
Agent, the Collateral Agent, the Syndication Agents, the Joint Physical Bookrunners, the Joint Lead Arrangers or any Lender with
respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated
hereby (other than any agency or fiduciary duty expressly set forth in an any engagement letter referenced in clause (ii)(A)).


 


SECTION 13.18.      
Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise,
for any right or remedy against any Credit Party or any other obligor under any of the Credit Documents or the Swap Contracts or
(with respect to the exercise of rights against the collateral) Cash Management Agreements (including the exercise of any right
of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions
or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such
Credit Party, without the prior written consent of Administrative Agent. The provisions of this Section 13.18 are for the
sole benefit of the Agents and Lenders and shall not afford any right to, or constitute a defense available to, any Credit Party.


 


SECTION 13.19.      
Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Credit Document, the interest paid
or agreed to be paid under the Credit Documents (collectively, the “Charges”) shall not exceed the maximum rate
of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans
or, if it exceeds such unpaid principal, refunded to Borrower. In determining whether the interest contracted for, charged, or
received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize
any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and
the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder. To the extent permitted by applicable Law, the interest and other
Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 13.19
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 Rate
to the date of repayment, shall have been received by such Lender. Thereafter, interest hereunder shall be paid at the rate(s)
of interest and in the manner provided in this Agreement, unless and until the rate of interest again exceeds the Maximum Rate,
and at that time this Section 13.19 shall again apply. In no event shall the total interest received by any Lender pursuant
to the terms hereof exceed the amount that such Lender could lawfully have received had the interest due hereunder been calculated
for the full term hereof at the Maximum Rate. If the Maximum Rate is calculated pursuant to this Section 13.19, such interest
shall be calculated at a daily rate equal to the Maximum Rate divided by the number of days in the year in which such calculation
is made. If, notwithstanding the provisions of this Section 13.19, a court of competent jurisdiction shall finally determine
that a Lender has received interest hereunder in excess of the Maximum Rate, Administrative Agent shall, to the extent permitted
by applicable Law, promptly apply such excess in the order specified in this Agreement and thereafter shall refund any excess to
Borrower or as a court of competent jurisdiction may otherwise order.


 






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SECTION 13.20.      
Payments Set Aside. To the extent that any payment by or on behalf of Borrower is made to any Agent, any L/C Lender
or any Lender, or any Agent, any L/C 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 such Agent, such L/C 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 the Agents’, the L/C Lender’s and
the Lenders’ Liens, security interests, rights, powers and remedies under this Agreement and each Credit Document shall continue
in full force and effect, and (b) each Lender severally agrees to pay to Administrative Agent upon demand its applicable share
of any amount so recovered from or repaid by any Agent or L/C Lender, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. In such event,
each Credit Document shall be automatically reinstated (to the extent that any Credit Document was terminated) and Borrower shall
take (and shall cause each other Credit Party to take) such action as may be requested by Administrative Agent, the L/C Lenders
and the Lenders to effect such reinstatement.


 


SECTION 13.21.      
Acknowledgement and Consent to Bail-In of EEAAffected
Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this
Agreement and notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding
among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Lender that is an EEAAffected
Financial Institution arising under any Credit 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
or L/C Lender that is an EEAAffected
Financial Institution; and


 


(b)               
the effects of any Bail-inBail-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 Credit 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.


 






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SECTION
13.22.       Acknowledgement
Regarding Any Supported QFCs. To the extent that the Credit Documents provide support, through a guarantee
or otherwise, for Swap Contracts or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power
of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or
any other state of the United States):


 


(a)               
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered
Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the
benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support,
and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to
the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit
Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of
the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or
any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than
such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were
governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood
and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any
Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


SECTION
13.23.       SECTION
13.22. Effect of this Agreement. This Agreement amends and restates in its entirety the Existing Credit Agreement
as amended by the Second Amendment. It is the intention of each of the parties hereto that this Agreement not constitute a novation
or termination of the Indebtedness and Obligations existing under the Existing Credit Agreement as amended by the Second Amendment
after giving effect to the loans made and commitments provided under the Second Amendment.


 


[Signature Pages Follow]


 






    -185-


     


    

 



 


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


 


	BORROWER:	
	 	 
	 	PENN NATIONAL GAMING, INC.
	 	 
	 	By:	 
	 	 	Name:	Timothy J. Wilmott
	 	 	Title:	Chief Executive Officer
	 	 
	 	Address for Notices for Credit
    Parties:
	 	 
	 	Penn National Gaming, Inc.
	 	825 Berkshire Boulevard
	 	Suite 200
	 	Wyomissing, Pennsylvania 19610
	 	 
	 	Contact Person:
	 	Facsimile No.:
	 	Telephone No.:
	 	Email:




 






     


     


    

 





	GUARANTORS: 	 
	 	 
	 	PENN SANFORD, LLC
	 	PENN TENANT, LLC
	 	SOKC, LLC
	 	 
	 	 	By:	Penn National Gaming, Inc.,
	 	 	 	as sole member or sole manager of each
    of the foregoing entities
	 	 
	 	 	By:	 
	 	 	Name:	Timothy J. Wilmott
	 	 	Title:	Chief Executive Officer




 


[Signature Page to PNGI Credit Agreement]


 






     


     


    







 


	 	ALTON CASINO, LLC
	 	BSLO, LLC
	 	BTN, LLC
	 	CENTRAL OHIO GAMING VENTURES,
    LLC
	 	CRC HOLDINGS, INC.
	 	DAYTON REAL ESTATE VENTURES,
    LLC
	 	DELVEST, LLC
	 	EBETUSA.COM, INC.
	 	HC AURORA, LLC
	 	HC BANGOR, LLC
	 	HC JOLIET, LLC
	 	HWCC-TUNICA, LLC
	 	ILLINOIS GAMING INVESTORS LLC
	 	INDIANA GAMING COMPANY, LLC
	 	LVGV, LLC
	 	MARYLAND GAMING VENTURES, INC.
	 	MASSACHUSETTS GAMING VENTURES
    LLC
	 	MOUNTAINVIEW THOROUGHBRED RACING
    ASSOCIATION, LLC
	 	PENN NATIONAL HOLDINGS, LLC
	 	PENN NATIONAL TURF CLUB, LLC
	 	PRAIRIE STATE AMUSEMENTS LLC
	 	SAN DIEGO GAMING VENTURES,
    LLC
	 	SDGV STAFFING, LLC
	 	ST. LOUIS GAMING VENTURES,
    LLC
	 	THE MISSOURI GAMING COMPANY,
    LLC
	 	The
    Shops at Tropicana Las Vegas, LLC
	 	TOLEDO GAMING VENTURES, LLC
	 	Tropicana
    Las Vegas Hotel and Casino, Inc.
	 	Tropicana
    Las Vegas Intermediate Holdings, Inc.
	 	Tropicana
    Las Vegas, Inc.
	 	YOUNGSTOWN REAL ESTATE VENTURES,
    LLC
	 	ZIA PARK LLC
	 	 
	 	By:	 
	 	Name:	Timothy J. Wilmott
	 	Title:	President




 


[Signature Page to PNGI Credit Agreement]


 






     


     


    

 


	 	PLAINVILLE GAMING AND REDEVELOPMENT,
    LLC
	 	 	By:	Massachusetts Gaming Ventures,
    LLC,
	 	 	its managing member
	 	 
	 	 	By:	 
	 	 	Name:	Timothy J. Wilmott
	 	 	Title:	President







 


	 	HOLLYWOOD CASINOS, LLC
	 	 
	 	 	By:	CRC Holdings, Inc.,
	 	 	as its sole member
	 	 
	 	 	By:	 
	 	 	Name:	Timothy J. Wilmott
	 	 	Title:	President




 


	 	PNGI CHARLES TOWN GAMING, LLC
	 	 
	 	By:	 
	 	Name:	John V. Finamore
	 	Title:	Senior Vice President
	 	 
	 	PENN NJ OTW, LLC
	 	 
	 	By:	     
	 	Name:	John V. Finamore
	 	Title:	Vice President
	 	 
	 	PENN ADW, LLC
	 	PENN INTERACTIVE VENTURES,
    LLC
	 	 
	 	By:	 
	 	Name:	Christopher Rogers
	 	Title:	Secretary




 


[Signature Page to PNGI Credit Agreement]


 






     


     


    

 


	 	DEVELOPMENT VENTURES, LLC
	 	ROCKET SPEED, INC.
	 	 
	 	By:	 
	 	Name:	Christopher Rogers
	 	Title:	Vice President
	 	
	 	PENN ADW, LLC
	 	PENN INTERACTIVE VENTURES,
    LLC
	 	 
	 	By:	 
	 	Name:	Christopher Rogers
	 	Title:	Secretary and Treasurer
	 	 
	 	 
	 	 
	 	DEVELOPMENT VENTURES, LLC
	 	ROCKET SPEED, INC.
	 	 
	 	By:	 
	 	Name:	Christopher Rogers
	 	Title:	Vice President




 


[Signature Page to PNGI Credit Agreement]


 









     


     


    

 


	 	BANK OF AMERICA, N.A., as Administrative Agent,
	 	Collateral Agent, Swingline Lender, L/C Lender and a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	Contact Person:
	 	Facsimile No.:
	 	Telephone No.:
	 	Email:




 


[Signature Page to PNGI Credit Agreement]


 












     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	Contact Person:
	 	Facsimile No.:
	 	Telephone No.:
	 	Email:




 


[Signature Page to PNGI Credit Agreement]


 






     


     


    

	 	 
	 	FIFTH THIRD BANK, as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	Contact Person:
	 	Facsimile No.:
	 	Telephone No.:
	 	Email:




 


[Signature Page to PNGI Credit Agreement]


 






     


     


    

 


	 	[●], as Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	Contact Person:
	 	Facsimile No.:
	 	Telephone No.:
	 	Email:




 


[Signature Page to PNGI Credit Agreement]


 









     


     


    





 


ANNEX A-1


 


(a)       REVOLVING
COMMITMENTS AS OF

CLOSING DATE


 


	Lender	 	Revolving Commitment	 
	Bank of America, N.A.	 	$	94,500,000	 
	JPMorgan Chase Bank, N.A.	 	$	80,500,000	 
	Fifth Third Bank	 	$	80,500,000	 
	Citizens Bank, N.A.	 	$	80,500,000	 
	U.S. Bank National Association	 	$	80,500,000	 
	Wells Fargo Bank, National Association	 	$	80,500,000	 
	Manufacturers & Traders Trust Company	 	$	57,750,000	 
	SunTrust Bank	 	$	57,750,000	 
	Goldman Sachs Bank USA	 	$	42,000,000	 
	TD Bank, N.A.	 	$	28,000,000	 
	UBS AG, Stamford Branch	 	$	8,750,000	 
	United Bank, Inc.	 	$	8,750,000	 
	Total Revolving Commitments:	 	$	700,000,000.00	 



 


(b)       REVOLVING
COMMITMENTS AS OF

2018 INCREMENTAL JOINDER AGREEMENT EFFECTIVE DATE


 


	Lender	 	First Amendment Extended 
 Revolving Commitment	 
	Bank of America, N.A.	 	$	87,639,580.09	 
	JPMorgan Chase Bank, N.A.	 	$	80,500,000.00	 
	Fifth Third Bank	 	$	88,359,580.57	 
	Citizens Bank of Pennsylvania	 	$	74,875,580.38	 
	U.S. Bank National Association	 	$	74,593,421.43	 
	Wells Fargo Bank, National Association	 	$	74,593,421.43	 
	Manufacturers & Traders Trust Company	 	$	57,750,000.00	 
	SunTrust Bank	 	$	49,696,029.08	 
	Goldman Sachs Bank USA	 	$	75,242,387.02	 
	TD Bank, N.A.	 	$	28,000,000.00	 
	United Bank, Inc.	 	$	8,750,000.00	 
	Total Revolving Commitments:	 	$	700,000,000.00	 




 






     


     


    

 


ANNEX A-2


 


(a)       TERM
A FACILITY REFINANCING LOANS


 


 


	Lender	 	Term A Facility Refinancing
 Loans	 
	Bank of America, N.A.	 	$	40,500,000	 
	JPMorgan Chase Bank, N.A.	 	$	34,500,000	 
	Fifth Third Bank	 	$	34,500,000	 
	Citizens Bank, N.A.	 	$	34,500,000	 
	U.S. Bank National Association	 	$	34,500,000	 
	Wells Fargo Bank, National Association	 	$	34,500,000	 
	Manufacturers & Traders Trust Company	 	$	24,750,000	 
	SunTrust Bank	 	$	24,750,000	 
	Goldman Sachs Bank USA	 	$	18,000,000	 
	TD Bank, N.A.	 	$	12,000,000	 
	UBS AG, Stamford Branch	 	$	3,750,000	 
	United Bank, Inc.	 	$	3,750,000	 
	Total Term A Facility Refinancing Loans:	 	$	300,000,000.00	 



 



     


     


    




 


(b)       TERM
A FACILITY LOANS AS OF

2018 INCREMENTAL JOINDER AGREEMENT EFFECTIVE DATE


 


 


	Lender	 	Term A Facility Loans	 
	Bank of America, N.A.	 	$	87,074,933.03	 
	Fifth Third Bank	 	$	79,096,669.43	 
	Goldman Sachs Bank USA	 	$	74,757,612.98	 
	U.S. Bank National Association	 	$	74,112,828.57	 
	Wells Fargo Bank, National Association	 	$	79,132,803.57	 
	Citizens Bank of Pennsylvania	 	$	74,393,169.62	 
	SunTrust Bank	 	$	49,375,845.92	 
	TD Bank, N.A.	 	$	71,100,000.00	 
	Manufacturers and Traders Trust Company	 	$	55,893,750.00	 
	CIT Bank National Association	 	$	18,037,500.00	 
	Lord Abbett and Company LLC	 	$	17,575,000.00	 
	United Bank, Inc.	 	$	3,468,750.00	 
	Franklin Templeton Investments	 	$	4,782,621.13	 
	Apex Credit Partners LLC	 	$	2,775,000.00	 
	Aegon USA Investment Management LLC	 	$	2,312,500.00	 
	Aegon USA Investment Management LLC	 	$	2,312,500.00	 
	AFLAC Life Insurance Japan	 	$	2,054,140.03	 
	Octagon Credit Investors LLC	 	$	1,431,702.51	 
	Shenkman Capital Management Inc	 	$	1,202,500.00	 
	Shenkman Capital Management Inc	 	$	971,250.00	 
	Aegon USA Investment Management LLC	 	$	925,000.00	 
	Aegon USA Investment Management LLC	 	$	925,000.00	 
	Aristotle Credit Partners LLC	 	$	822,763.17	 
	Octagon Credit Investors LLC	 	$	528,693.86	 
	Octagon Credit Investors LLC	 	$	486,842.11	 
	Aegon USA Investment Management LLC	 	$	462,500.00	 
	Aegon USA Investment Management LLC	 	$	462,500.00	 
	Octagon Credit Investors LLC	 	$	410,828.01	 
	Aristotle Credit Partners LLC	 	$	288,311.70	 
	Shenkman Capital Management Inc	 	$	197,025.00	 
	Aristotle Credit Partners LLC	 	$	135,240.94	 
	Shenkman Capital Management Inc	 	$	71,225.00	 
	Aristotle Credit Partners LLC	 	$	48,684.22	 
	Aristotle Credit Partners LLC	 	$	29,210.52	 
	Aristotle Credit Partners LLC	 	$	19,473.68	 
	Total Term A Facility Loans:	 	$	707,674,375.00	 




 






     


     


    

 


ANNEX A-3


 


TERM B FACILITY COMMITMENTS


 


	Lender	 	Term B Facility 
 Commitment	 
	Bank of America, N.A.	 	$	257,059,458.33	 
	Total Term B Facility Commitments:	 	$	257,059,458.33	 



 


TERM B FACILITY REFINANCING LOANS


 


	Lender	 	Term B Facility Refinancing
 Loans	 
	Bank of America, N.A.	 	$	242,940,541.67	 
	Total Term B Facility Refinancing Loans:	 	$	242,940,541.67	 




 






     


     


    

 


ANNEX A-4


 


TERM B-1 FACILITY COMMITMENTS


 


	Lender	 	Term B-1 Facility

 Commitment	 
	Bank of America, N.A.	 	$	1,128,750,000.00	 
	Total Term B-1 Facility Commitments:	 	$	1,128,750,000.00	 



 






     


     


    

 


ANNEX B


 


Applicable
Fee Percentage and


Applicable
Margin for Revolving Loans AND Swingline Loans

(IN EACH CASE, UNDER THE CLOSING DATE REVOLVING FACILITY AND

THE FIRST AMENDMENT EXTENDED REVOLVING FACILITY)

and Term A Facility Loans


 


	 	 	 	 	Applicable Margin	 	 	Applicable

                                         Fee

                                                                                Percentage
	 
	 	 	 	 	Revolving Loans 
 and Swingline Loans
 (in each case, under 
 Closing Date
 Revolving Facility
 and First Amendment 
 Extended Revolving
 Facility)	 	 	Term A Facility Loans	 	 	(under 
 Closing
 Date
 Revolving
 Facility and 
 First
 Amendment
 Extended	 
	Pricing
 Level	 	Consolidated Total Net
 Leverage Ratio	 	LIBOR	 	 	ABR	 	 	LIBOR	 	 	ABR	 	 	Revolving
 Facility)	 
	Level I	 	Greater than 3.50 to 1.00	 	 	3.00	%	 	 	2.00	%	 	 	3.00	%	 	 	2.00	%	 	 	0.50	%
	Level II	 	Less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00	 	 	2.50	%	 	 	1.50	%	 	 	2.50	%	 	 	1.50	%	 	 	0.40	%
	Level III	 	Less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00	 	 	2.25	%	 	 	1.25	%	 	 	2.25	%	 	 	1.25	%	 	 	0.35	%
	Level IV	 	Less than or equal to 2.50 to 1.00 but greater than 2.25 to 1.00	 	 	2.00	%	 	 	1.00	%	 	 	2.00	%	 	 	1.00	%	 	 	0.30	%
	Level V	 	Less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00	 	 	1.75	%	 	 	0.75	%	 	 	1.75	%	 	 	0.75	%	 	 	0.25	%
	Level VI	 	Less than or equal to 2.00 to 1.00 but greater than 1.75 to 1.00	 	 	1.50	%	 	 	0.50	%	 	 	1.50	%	 	 	0.50	%	 	 	0.20	%
	Level VII	 	Less than or equal to 1.75 to 1.00	 	 	1.25	%	 	 	0.25	%	 	 	1.25	%	 	 	0.25	%	 	 	0.20	%









 



     


     


    




 


ANNEX C


 


AMORTIZATION PAYMENTS

TERM A FACILITY LOANS


 


	DATE1	 	PRINCIPAL AMOUNT
	The last day of each fiscal quarter, beginning with the first full fiscal quarter ending on or after the PNK Acquisition Closing Date and ending with the eighth full fiscal quarter ending on or after the PNK Acquisition Closing Date	 	1.25% of the principal amount of Term A Facility Loans outstanding on the PNK Acquisition Closing Date (after giving effect to any 2018 Incremental Term A Loans funded on the PNK Acquisition Closing Date)
	The last day of each fiscal quarter beginning with the ninth full fiscal quarter ending on or after the PNK Acquisition Closing Date and ending with the twelfth full fiscal quarter ending on or after the PNK Acquisition Closing Date	 	1.875% of the principal amount of Term A Facility Loans outstanding on the PNK Acquisition Closing Date (after giving effect to any 2018 Incremental Term A Loans funded on the PNK Acquisition Closing Date)
	The last day of each fiscal quarter beginning with the thirteenth full fiscal quarter ending on or after the PNK Acquisition Closing Date	 	2.50% of the principal amount of Term A Facility Loans outstanding on the PNK Acquisition Closing Date (after giving effect to any 2018 Incremental Term A Loans funded on the PNK Acquisition Closing Date)
	October 19, 2023	 	Entire remaining outstanding principal amount



 



 



1
If such date is not a Business Day, then the date shall be the next succeeding Business Day unless such Business Day falls in another
calendar month, in which case such date shall be the next preceding Business Day.


 






     


     


    

 


Schedule 1.01(E)


 


PNK Letters of Credit


 


	Letter of Credit

 Beneficiary:	Start Date	Expiration Date	Amount	LC ID	Issued By:
	 	 	 	 	 	 
	Zurich American Insurance Company	September 18, 2013	Initially, September 18, 2014,

                                                                   with annual automatic renewals
	$6,900,000.00	TFTS-753459	JPMorgan Chase Bank, N.A.
	 	 	 	 	 	 
	Hartford Fire Insurance Company	January 23, 2014	Initially, January 15, 2015,

                                                                   with annual automatic renewals
	$1,400,000.00	TFTS-832201	JPMorgan Chase Bank, N.A.
	 	 	 	 	 	 
	The State Horse Racing Commission,

                                                                                Bureau of Standardbred Horse Racing,

                                                                                Pennsylvania Department of Revenue
	March 22, 2017	Initially, March 15, 2018,

                                                                   with annual automatic renewals
	$447,000.00	TFTS-953010	JPMorgan Chase Bank, N.A.
	 	 	 	 	 	 
	State of Nevada, Department of Business and Industry,

                                                                                Division of Insurance
	October 7, 2013	Initially, December 10, 2014,

                                                                   with annual automatic renewals
	$283,000.00	TFTS-763019	JPMorgan Chase Bank, N.A.
	 	 	 	 	 	 
	Energy Mississippi, Inc.,

                                                                                Credit and Collection Department
	October 10, 2013	Initially, November 20, 2014,

                                                                                with annual automatic renewals
	$170,000.00	TFTS-759370	JPMorgan Chase Bank, N.A.


 






     


     


    

 


ANNEX I


 


LENDER AGREEMENT – CONSENTING LENDERS


 


Reference
is hereby made to the Second Amendment, dated as of April 14, 2020 (the “Amendment”; capitalized terms
used herein and not otherwise defined herein shall have the respective meanings given to them in the Amendment), by and among Penn
National Gaming, Inc., a Pennsylvania corporation, the Guarantors, the Lenders party thereto, Bank of America, N.A., as Administrative
Agent for the Lenders under the Credit Agreement and as Collateral Agent for the Secured Parties. This Consenting Lender Agreement
forms a part of the Amendment, the signature page hereto constitutes a signature page to the Amendment, and the undersigned, by
its signature hereto (and any permitted successor, participant or assignee thereof), constitutes a party to the Amendment as if
such Person executed and delivered a counterpart thereof.


 


By
its signature below, the undersigned hereby (a) consents and agrees to the terms and conditions of the Amendment (including
the amendments to the Existing Credit Agreement attached to the Amendment as Exhibit A), (b) authorizes Administrative Agent
to execute the Amendment and to execute the other amendments, modifications, supplements, instruments or agreements entered into
in accordance with Section 3 of Article I of the Amendment; (c) represents that it is a Lender under the Existing Credit Agreement
and (d) agrees that it shall be a party to the Amendment.


 


The undersigned hereby
agrees that this Consenting Lender Agreement shall be binding upon the undersigned and each of its successors and any participants
and assigns of its Loans or Commitments (it being understood that any such participation or assignment shall be made in accordance
with Section 13.05 of the Credit Agreement), and may not be revoked or withdrawn. The undersigned agrees that it shall notify any
potential successor or any participant or assignee of any of its Loans or Commitments of the effectiveness of this Consenting Lender
Agreement prior to consummating any such transfer, assignment or participation, subject to Section 13.10 of the Credit Agreement.
This Consenting Lender Agreement shall be irrevocable and remain in full force and effect until the Effective Date shall have occurred.


 


[Remainder of this page intentionally
left blank]


 



    
Annex I



     


     


I.
Election (Check Any That Apply):


 


	 	A.	REVOLVING LENDER:

By checking the box to the right, the undersigned Lender confirms that it is a Revolving Lender.	 ̈
	 	 	 	 
	 	B. 	TERM A FACILITY LENDER:  
 By checking the box to the right, the undersigned Lender confirms that it is a Term A Facility Lender.	 ̈
	 	 	 	 
	 	C. 	TERM B-1 FACILITY LENDER:  
 By checking the box to the right, the undersigned Lender confirms that it is a Term B-1 Facility Lender.	 ̈


 


II. Signature:


 


	Name of Institution:	 	 


 


	 	By:	                                                                              	 


 


	 	 	Name:	 	 
	 	 	Title:	 	 


 


 


	 For any institution requiring a second signature line:	 


 


 


	 	By:	                                                                              	 


 


 


	 	 	Name:	 	 
	 	 	Title:	 	 


 


[Signature Page to Lender Agreement]