Exhibit 10.1


 





Execution Version




 


SECOND AMENDMENT
TO


SECOND AMENDED
AND RESTATED CREDIT AGREEMENT


 


THIS SECOND Amendment
to SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of April 22, 2020, is
by and among SIX FLAGS ENTERTAINMENT CORPORATION, a Delaware corporation (the “Parent”), SIX FLAGS
OPERATIONS INC., a Delaware corporation (“Holdings”), SIX FLAGS THEME PARKS INC., a Delaware corporation
(the “Borrower”), the Subsidiary Guarantors listed on the signature pages hereof, WELLS FARGO BANK, NATIONAL
ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative
Agent”) for the lenders party to the Credit Agreement referred to below (the “Lenders”), and the Lenders
party hereto.


 


R E C
I T A L S


 


A.       The
Borrower, Parent, Holdings, the Lenders, the Administrative Agent and the other agents referred to therein are parties to that
certain Second Amended and Restated Credit Agreement dated as of April 17, 2019, as amended by that certain First Amendment to
Second Amended and Restated Credit Agreement, dated as of October 18, 2019, that certain Replacement Revolving Facility Amendment
to Second Amended and Restated Credit Agreement, dated as of April 8, 2020, and that certain First Incremental Amendment to Second
Amended and Restated Credit Agreement, dated as of April 8, 2020 (as otherwise amended, restated, amended and restated or otherwise
modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit
Agreement as amended by this Amendment, the “Credit Agreement”), pursuant to which the Lenders have made certain
financial accommodations (subject to the terms and conditions thereof) to the Borrower.


 


B.        The
Borrower has requested and the lenders identified on Schedule A hereto, that, prior to the Effective Date, do not hold Series
B Replacement Revolving Commitments prior to the date hereof (the “Replacement Revolving Lenders”) have agreed
to Refinance their Revolving Credit Commitments under the Existing Credit Agreement with Series B Replacement Revolving Commitments
as set forth herein, in accordance with Section 3.4 of the Credit Agreement.


 


C.       The
Borrower has requested, and the Lenders party hereto and the Administrative Agent have agreed, on the terms and conditions set
forth herein, to make certain amendments to the Existing Credit Agreement.


 


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


 


Section 1.       
Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such
term in the Credit Agreement. Unless otherwise indicated, all article, schedule, exhibit and section references in this Amendment
refer to articles, schedules, exhibits and sections of the Credit Agreement.


 






    1


     


    

 


Section 2.        
Amendments to Existing Credit Agreement. The Existing Credit Agreement (exclusive of Schedules and Exhibits
thereto) is hereby amended by deleting the stricken text (indicated textually in the same manner as the following example: stricken
text) and by inserting the double-underlined text (indicated textually in the same manner as the following example:
double-underlined text) as set forth in the pages of
the Credit Agreement attached hereto as Exhibit A.


 


Section 3.        
Replacement Revolving Facility.


 


3.1        
Replacement Revolving Commitments.


 


(a)       
Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, and
in reliance on the representations, warranties, covenants and agreements contained in this Amendment, each Replacement Revolving
Lender hereby agrees (x) to provide its respective Replacement Revolving Commitment to the Borrower in a principal amount not
to exceed the amount set forth opposite such Replacement Revolving Lender’s name in Schedule A attached hereto and
(y) that on the Effective Date all of its Revolving Credit Commitment under the Existing Credit Agreement shall be Refinanced
and replaced in their entirety with its respective Replacement Revolving Commitment hereunder. The Administrative Agent has notified
each Replacement Revolving Lender of its allocated Replacement Revolving Commitment, and each Replacement Revolving Lender is
a signatory to this Amendment. For the avoidance of doubt, the Revolving Credit Commitment of any Lender under the Existing Credit
Agreement that is not signatory to this Amendment and is not a Series B Replacement Revolving Commitment under the Existing Credit
Agreement (such Revolving Credit Commitments, the “Remaining Commitments”) shall not be Refinanced or replaced
by a Replacement Revolving Commitment hereunder, shall be unchanged in all respects by this Amendment and is not a Series B Replacement
Revolving Commitment. As of the Effective Date after giving effect to this Amendment, Schedule B attached hereto sets forth
the Revolving Credit Commitments of each Revolving Credit Lender and whether such Revolving Credit Commitment is an Original Revolving
Credit Commitment or a Series B Replacement Revolving Commitment.


 


(b)        
Class of Revolving Credit Loans. The Borrower, the Guarantors party hereto and all of the Lenders party hereto hereby
agree that the Replacement Revolving Commitments hereunder shall be deemed, for all purposes, Series B Replacement Revolving Commitments
with the terms set forth herein and in the Credit Agreement and shall constitute “Revolving Credit Commitments” and
 “Commitments”. For the avoidance of doubt, the Replacement Revolving Commitments established hereunder and any Series
B Replacement Revolving Commitments established prior to the date hereof shall constitute Revolving Credit Commitments under the
same Facility and the terms of the Replacement Revolving Commitments shall be the same as the terms of the Series B Replacement
Revolving Commitments as set forth in the Credit Agreement. The amendments pursuant to this Section 3 constitute a “Replacement
Revolving Facility Amendment” under the Credit Agreement and with effect from the Effective Date, any Loans made pursuant
to the Replacement Revolving Commitments established hereunder shall be “Revolving Credit Loans”. For the avoidance
of doubt, from and after the Effective Date, there shall continue to be a single Swing Line Commitment and L/C Commitment, shared
ratably by Lenders with Remaining Commitments and Lenders with Series B Replacement Revolving Commitments in accordance with their
Commitments.


 






    2


     


    

 


(c)        
Agreements of the Replacement Revolving Lenders. Each Replacement Revolving Lender agrees that (i) effective on
and at all times after the Effective Date, such Replacement Revolving Lender will be bound by all obligations of a Lender and
a Revolving Credit Lender under the Credit Agreement and (ii) on the Effective Date, (A) for the avoidance of doubt, immediately
after the effectiveness thereof, the allocation of outstanding Revolving Credit Loans, L/C Obligations and Swing Line Exposure
as of the Effective Date shall be unchanged from the allocations under the Revolving Credit Commitments immediately prior to giving
effect to the Replacement Revolving Commitments hereunder, (B) each Replacement Revolving Commitment shall be deemed, for all
purposes, a Revolving Credit Commitment and each loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan
and other than as provided herein have the same terms as all other Revolving Credit Loans and (C) each Replacement Revolving Lender
shall become a Revolving Credit Lender with respect to the Replacement Revolving Commitments and all matters relating thereto.
Each Replacement Revolving Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents,
together with copies of the financial statements referred to therein and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently
and without reliance upon the Administrative Agent or any other Lender or agent thereunder and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such
powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender and a Revolving
Credit Lender. To the extent any loss or expense is incurred as a consequence of the transactions contemplated hereby, each of
the Revolving Credit Lenders party hereto hereby waive the benefits of Section 5.14 of the Credit Agreement with respect to its
Revolving Credit Loans.


 


(d)        
Use of Proceeds. The Borrower will use the proceeds of the Replacement Revolving Commitments (i) to refinance and
replace each Replacement Revolving Lender’s existing Revolving Credit Commitments, (ii) to finance the working capital needs
and general corporate purposes of Parent, Holdings, the Borrower and its Subsidiaries and (iii) to pay fees and expenses in connection
with the foregoing and the preparation and negotiation of this Amendment.


 


(e)        
Credit Agreement Governs. Except as otherwise stated herein (which modifications are permitted by Section 3.4 of
the Credit Agreement), the terms of the Replacement Revolving Commitments shall be the same as the terms of the Original Revolving
Credit Commitments as set forth in the Credit Agreement.


 


(f)         Pari
Passu; Maturity. The Replacement Revolving Commitments shall rank pari passu in right of payment and of security
with the Original Revolving Credit Commitments and mature on the same date that the Original Revolving Credit Commitments
mature. For the avoidance of doubt, the Replacement Revolving Commitments shall share in mandatory prepayments of Revolving
Credit Loans under Section 5.5 of the Credit Agreement on a pro rata basis with the Original Revolving Credit Commitments and
in voluntary prepayments of Revolving Credit Loans under Section 5.4 of the Credit Agreement on a pro rata basis with the
Original Revolving Credit Commitments, except for mandatory prepayments in connection with the termination or reduction of
the Revolving Credit Commitments of any Facility, which termination or reduction of Revolving Credit Commitments may be made
on a non-pro rata basis among Facilities in accordance with Section 5.3 of the Credit Agreement; provided that each
Replacement Revolving Lender hereby agrees that it shall not receive any portion of the reduction (and associated mandatory
prepayment) of the first $131,000,000 in Series B Replacement Revolving Commitments in the aggregate and that such first
$131,000,000 reduction in the Series B Replacement Revolving Commitments shall solely be for the benefit of and be applied to
reduce the Series B Replacement Revolving Credit Commitments established by the First Incremental Amendment, ratably in
accordance with such Series B Replacement Revolving Credit Commitments.


 






    3


     


    

 


Section 4.        
Conditions Precedent.


 


4.1        
Effectiveness. This Amendment shall not become effective until the earliest date on or after April 22, 2020 (the
 “Effective Date”) on which each of the following conditions has been satisfied (or waived in accordance with
Section 12.1 of the Credit Agreement):


 


(a)        
Counterparts. Administrative Agent shall have received (i) executed counterparts of this Amendment from each of
the Loan Parties and (ii) a duly executed and delivered Lender consent in the form attached hereto as Exhibit B from Lenders
constituting the Required Lenders.


 


(b)        
No Default or Event of Default. As of the date hereof after giving effect to this Amendment, no Default or Event
of Default shall have occurred and be continuing.


 


(c)        
Representations and Warranties.Each of the Loan Parties does hereby represent and warrant to the Lenders that, as
of the date hereof after giving effect to the amendments set forth in this Amendment, all of the representations and warranties
of each Loan Party contained in each Loan Document to which it is a party are true and correct in all material respects on and
as of the Effective Date (except for such representations and warranties that have a materiality or Material Adverse Effect qualification,
which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited
to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (except
for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true
and correct in all respects) as of such specified earlier date.


 


(d)        
Fees. Subject to the terms and conditions of Section 12.5 of the Credit Agreement, the Administrative Agent and
the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date, or substantially
simultaneously with the effectiveness of this Amendment, including to the extent invoiced at least one Business Day prior thereto,
reimbursement or payment of all out of pocket expenses required to be reimbursed or paid to the Administrative Agent by the Borrower
under the Credit Agreement.


 






    4


     


    

 


Section 5.        
Miscellaneous.


 


5.1        
Confirmation. The provisions of the Loan Documents, as amended by this Amendment, shall remain in full force and
effect in accordance with their terms following the effectiveness of this Amendment.


 


5.2        
Ratification and Affirmation. Each of the undersigned does hereby adopt, ratify, and confirm the Existing Credit
Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder and each Loan Party hereby acknowledges
that it has reviewed and consents to the terms and conditions of this Amendment and the transactions contemplated hereby. Each
of the Loan Parties hereby acknowledges, renews and extends its continued liability under, each Loan Document to which it is a
party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended
hereby, notwithstanding the amendments contained herein. Each Guarantor hereby confirms that it consents to the terms of this
Amendment and that the extension of credit to the Borrower pursuant to the Replacement Revolving Commitments shall constitute
 “Obligations” of such Guarantor under the Guarantee and Collateral Agreement.


 


5.3        
Loan Document. This Amendment and each agreement, instrument, certificate or document executed by the Borrower or
any of its officers in connection therewith are “Loan Documents” as defined and described in the Existing Credit Agreement
and all of the terms and provisions of the Loan Documents relating to other Loan Documents shall apply hereto and thereto. On
and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
 “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the
other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import
referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended or otherwise modified by this
Amendment. On and after the Effective Date, (i) the Replacement Revolving Commitments shall constitute “Commitments”,
 “Revolving Credit Commitments” and “Series B Replacement Revolving Commitments”, (ii) any Loans pursuant
to the Replacement Revolving Commitments are “Revolving Credit Loans” and “Loans” and (iii) each Replacement
Revolving Lender shall be a “Lender”, a “Revolving Credit Lender” and a “Replacement Revolving Lender”,
as each term is defined in the Credit Agreement, in each case, for all purposes under the Credit Agreement and the other Loan
Documents. This Amendment shall not constitute a novation of the Existing Credit Agreement or of any other Loan Document.


 


5.4        
Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts,
and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed
signature page of this Amendment by facsimile or other electronic transmission 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 Amendment and the transactions contemplated
hereby 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.


 






    5


     


    

 


5.5        
No Oral Agreement. This Amendment, the EXISTING Credit Agreement and the
other LOAN Documents executed in connection herewith and therewith represent the final agreement AMONG the parties and may not
be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral
agreements between the parties.


 


5.6        
GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


5.7        
Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


5.8       
Notice Acknowledgment. The Administrative Agent hereby agrees and acknowledges that it has received the notice from
the Borrower contemplated by Section 3.4(a) of the Credit Agreement within the required time period provided in such Section with
respect to the Replacement Revolving Commitments contemplated hereunder.


 


[signature pages follow]


 






    6


     


    

 


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


 





	 	SIX FLAGS ENTERTAINMENT CORPORATION,
    
	 	as Parent  
	 	 
	 	By:	/s/ Leonard A. Russ  
	 	Name:	Leonard A. Russ  
	 	Title:	Interim Chief Financial Officer 
	 	 
	 	 
	 	SIX FLAGS OPERATIONS INC.,  
    
	 	as Holdings  
	 	 
	 	By:	/s/ Leonard A. Russ
	 	Name:	Leonard A. Russ
	 	Title:	Interim Chief Financial Officer 
	 	 
	 	SIX FLAGS THEME PARKS INC.,  
    
	 	as Borrower  
	 	 
	 	By:	/s/ Leonard A. Russ
	 	Name:	Leonard A. Russ
	 	Title:	Interim Chief Financial Officer





 





[Signature Page to Second Amendment to Second
Amended and Restated Credit Agreement]




 






     


     


    

 





	 	FIESTA TEXAS, INC.  
	 	FUNTIME, INC.  
	 	FUNTIME PARKS, INC.  
	 	GREAT AMERICA LLC  
	 	GREAT ESCAPE HOLDING INC.  
	 	HURRICANE HARBOR GP LLC  
	 	HURRICANE HARBOR LP LLC  
	 	MAGIC MOUNTAIN LLC  
	 	PARK MANAGEMENT CORP.  
	 	PREMIER INTERNATIONAL HOLDINGS INC.
  
	 	PREMIER PARKS HOLDINGS INC.  
	 	SIX FLAGS AMERICA INC.  
	 	RIVERSIDE PARK ENTERPRISES, INC.
  
	 	SIX FLAGS AMERICA PROPERTY CORPORATION
  
	 	SIX FLAGS GREAT ADVENTURE LLC  
	 	SIX FLAGS INTERNATIONAL DEVELOPMENT
CO.  
	 	SIX FLAGS SERVICES, INC.  
	 	SIX FLAGS SERVICES OF ILLINOIS, INC.
  
	 	SIX FLAGS ST. LOUIS LLC  
	 	SOUTH STREET HOLDINGS LLC  
	 	STUART AMUSEMENT COMPANY  
	 	SF Great
America Holding LLC  
	 	SIX FLAGS CONCORD LLC   
	 	SIX FLAGS DARIEN LLC  
	 	SIX FLAGS DARIEN SEASONAL LLC  
	 	SIX FLAGS SPLASHTOWN LLC  
	 	SIX FLAGS FRONTIER LLC  
	 	SIX FLAGS WW BAY LLC  
	 	SIX FLAGS PHOENIX LLC  
	 	HWP DEVELOPMENT HOLDINGS LLC  
	 	Six Flags
MW LLC  
	 	 
	 	By:	/s/ Leonard A. Russ
	 	Name:	Leonard A. Russ 
	 	Title:	Interim Chief Financial Officer  





 





[Signature Page to Second Amendment to Second
Amended and Restated Credit Agreement]




 






     


     


    

 





	 	HURRICANE
HARBOR LP  
	 	 
	 	By:	 Hurricane Harbor GP LLC,  
	 	 	its General Partner  
	 	 
	 	By:	/s/
Leonard A. Russ
	 	Name:	Leonard
A. Russ 
	 	Title:	Interim
Chief Financial Officer  
	 	 
	 	SIX
FLAGS AMERICA LP  
	 	 
	 	By:	 Funtime, Inc.,  
	 	 	its General Partner  
	 	 
	 	By:	/s/
Leonard A. Russ
	 	Name:	Leonard
A. Russ  
	 	Title:	Interim
Chief Financial Officer 
	 	 
	 	SIX
FLAGS GREAT ESCAPE L.P.  
	 	GREAT
ESCAPE THEME PARK L.P.  
	 	GREAT
ESCAPE RIDES L.P.  
	 	 
	 	By: 	Great Escape Holdings Inc.,  
	 	 	their General Partner  
	 	 	 
	 	By:	/s/
Leonard A. Russ  
	 	Name:	Leonard
A. Russ 
	 	Title:	Interim
Chief Financial Officer 
	 	 
	 	HWP
DEVELOPMENT LLC  
	 	 
	 	By:	/s/
Leonard A. Russ  
	 	Name:	Leonard
A. Russ
	 	Title:	Interim
Chief Financial Officer  





 





[Signature Page to Second Amendment to Second
Amended and Restated Credit Agreement]




 






     


     


    

 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION,    
	 	as Administrative Agent, an Issuing Bank, the Swing
Line Lender and a Lender  
	 	 
	 	By: 	/s/ Kyle R. Holtz
	 	Name: 	Kyle R. Holtz  
	 	Title:	 Director  





 





[Signature Page to Second Amendment to Second
Amended and Restated Credit Agreement]




 






     


     


    






 


Schedule A


 


Replacement Revolving
Commitments


 


	Replacement Revolving Lender	 	Replacement Revolving

 Commitment	 
	Barclays Bank PLC	 	$	40,000,000	 
	PNC Bank, National Association	 	$	40,000,000	 
	HSBC Bank USA, National Association	 	$	40,000,000	 
	Total	 	$	120,000,000	 



 






    Schedule A


     


    

 


Schedule B


 


Revolving Credit Commitments


 


	Revolving Credit Lender	 	Original Revolving Credit

 Commitment	 	 	Series B Replacement

 Revolving Commitment	 
	Wells Fargo Bank, National Association	 	$	0.00	 	 	$	94,250,000	 
	Bank of America, N.A.	 	$	0.00	 	 	$	78,500,000	 
	Goldman Sachs Bank USA	 	$	0.00	 	 	$	62,750,000	 
	JPMorgan Chase Bank, N.A.	 	$	0.00	 	 	$	62,750,000	 
	BBVA USA	 	$	0.00	 	 	$	62,750,000	 
	Barclays Bank PLC	 	$	0.00	 	 	$	40,000,000	 
	PNC Bank, National Association	 	$	0.00	 	 	$	40,000,000	 
	HSBC Bank USA, National Association	 	$	0.00	 	 	$	40,000,000	 
	Total	 	$	0.00	 	 	$	481,000,000	 



 






    Schedule B


     


    

 


Exhibit A to


Second Amendment to


Second Amended and Restated



Credit Agreement


 


CREDIT AGREEMENT


 


(See Attached)


 






    Exhibit A


     


    



 





 



Published
CUSIP Number: 83002CAG2 

Revolving Credit Facility CUSIP Number: 83002CAH0

 Tranche B Term Loan Facility CUSIP Number: 83002CAJ6


Series B Replacement
Revolving Commitments CUSIP Number: 83002CAG24


 


$1,150,000,000


SECOND AMENDED AND RESTATED
CREDIT AGREEMENT


 


among


 


SIX FLAGS ENTERTAINMENT
CORPORATION,


as Parent


 


SIX FLAGS OPERATIONS INC.,


as Holdings


 


SIX FLAGS THEME PARKS INC.,


as Borrower,


 


The Several Lenders
from Time to Time Parties Hereto,


 


BANK OF AMERICA, N.A. AND GOLDMAN SACHS BANK USA,


as Co-Syndication Agents,


 


BARCLAYS BANK PLC, JPMORGAN
CHASE BANK, N.A., COMPASS BANK,

 HSBC BANK USA, NATIONAL ASSOCIATION and


PNC BANK, NATIONAL ASSOCIATION


as Co-Documentation Agents,


 


and


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION,


as
Administrative Agent, an Issuing Lender and Swing Line Lender


 


Dated as of April 17, 2019


 





 



 


WELLS FARGO SECURITIES, LLC and


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


as Joint Lead Arrangers


 


WELLS FARGO SECURITIES, LLC,
BARCLAYS BANK PLC, GOLDMAN SACHS BANK

 USA, J.P. MORGAN SECURITIES LLC,


MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED and

 HSBC BANK USA, NATIONAL ASSOCIATION


as Joint Bookrunners


 






     


     


    

 


TABLE OF CONTENTS


 


	SECTION 1. 	DEFINITIONS	1
		1.1.	Defined Terms	1
		1.2.	Other Definitional Provisions	5455
	 	 	 	 
	SECTION 2.	AMOUNT AND TERMS OF TERM LOAN COMMITMENTS	 5556
		2.1.	Term Loan Commitments	5556
		2.2.	Procedure for Term Loan Borrowing	56
		2.3.	Repayment of Term Loans	5657
		2.4.	Incremental Term Loans	5758
		2.5.	Refinancing Term Loans and Refinancing Notes	60
	 	 	 	 
	SECTION 3.	AMOUNT AND TERMS OF THE REVOLVING FACILITIES COMMITMENTS AND SWING LINE COMMITMENT	6263
		3.1.	Revolving Credit Commitments	6263
		3.2.	Procedure for Revolving Credit Borrowing	6263
		3.3.	Increase in Revolving Credit Commitments	6364
		3.4.	Replacement Revolving Credit Commitments	6465
	 	 	 	 
	SECTION 4.	LETTERS OF CREDIT; SWING LINE LOANS	6768
		4.1.	L/C Commitment	6768
		4.2.	Procedure for Issuance of Letter of Credit	6768
		4.3.	Fees and Other Charges	6869
		4.4.	L/C Participations	6869
		4.5.	Reimbursement Obligation of the Borrower	6970
		4.6.	Obligations Absolute	7071
		4.7.	Letter of Credit Payments	7071
		4.8.	Applications	7071
		4.9.	Swing Line Commitment	7071
		4.10.	Procedure for Swing Line Borrowing; Refunding of Swing Line Loans	7172
	 	 	 	 
	SECTION 5.	CERTAIN PROVISIONS APPLICABLE TO THE LOANS AND THE LETTERS OF CREDIT	7273
		5.1.	Repayment of Loans; Evidence of Debt	7273
		5.2.	Commitment Fees, Etc.	7374
		5.3.	Termination or Reduction of Revolving Credit Commitments	7375
		5.4.	Optional Prepayments	7475
		5.5.	Mandatory Prepayments and Commitment Reductions	7476
		5.6.	Conversion and Continuation Options	7980
		5.7.	Minimum Amounts and Maximum Number of Eurocurrency Tranches	8081
		5.8.	Interest Rates and Payment Dates	8081
		5.9.	Computation of Interest and Fees	8082
		5.10.	Inability to Determine Interest Rate	8182
		5.11.	Pro Rata Treatment and Payments	8284
		5.12.	Requirements of Law	8486
		5.13.	Taxes	8587



 






    ii 


     


    

 



		5.14.	Indemnity	8991
		5.15.	Illegality	9091
		5.16.	Change
                                         of Lending Office	9091
		5.17.	Replacement
                                         of Lenders under Certain Circumstances	9092
		5.18.	Loan
                                         Auctions	9192
		5.19.	Auction
                                         Procedures	9193
		5.20.	Defaulting
                                         Lenders	9395
		5.21.	Extensions
                                         of Term Loans and Revolving Credit Commitments	9698
	 	 	 	 
	SECTION 6.	REPRESENTATIONS
                                         AND WARRANTIES	100102
		6.1.	Financial
                                         Condition	100102
		6.2.	No
                                         Change	100102
		6.3.	Existence;
                                         Compliance with Law	100102
		6.4.	Corporate
                                         Power; Authorization; Enforceable Obligations	101102
		6.5.	No
                                         Legal Bar	101103
		6.6.	Litigation	101103
		6.7.	No
                                         Default	101103
		6.8.	Ownership
                                         of Property; Liens	101103
		6.9.	Intellectual
                                         Property	102103
	 	6.10.	Taxes	102104
		6.11.	Federal
                                         Regulations	102104
		6.12.	Labor
                                         Matters	103104
	 	6.13.	ERISA	103105
		6.14.	Investment
                                         Company Act; Other Regulations	104105
		6.15.	Subsidiary
                                         Guarantors and Other Entities	104106
		6.16.	Use
                                         of Proceeds	104106
		6.17.	Environmental
                                         Matters	104106
		6.18.	Accuracy
                                         of Information, Etc.	106108
		6.19.	Security
                                         Documents	106108
		6.20.	Solvency	107109
	 	6.21.	[Reserved]	108109
	 	6.22.	Parks	108109
	 	6.23.	Anti-Corruption
                                         Laws and Sanctions	108110
	 	 	 	 
	SECTION 7.	CONDITIONS
                                         PRECEDENT	108110
		7.1.	Conditions
                                         Precedent to Initial Borrowing	108110
		7.2.	Conditions
                                         to Each Extension of Credit	111113
	 	 	 	 
	SECTION 8.	AFFIRMATIVE
                                         COVENANTS	111113
		8.1.	Financial
                                         Statements and Other Information	112114
		8.2.	Notices
                                         of Material Events	115117
		8.3.	Existence,
                                         Inspection of Books and Records, Etc	116118
		8.4.	Insurance	117119
		8.5.	Compliance
                                    with Contractual Obligations and Requirements of Law
	117119

		8.6.	Additional
                                         Collateral, Etc	117119
		8.7.	Further
                                         Assurances	121123
		8.8.	Environmental
                                         Laws	121124



 






    iii 


     


    

 



		8.9.	Ratings
                                         by S&P and Moody’s	122124
		8.10.	Post-Closing
                                         Covenants	122124
	 	 	 	 
	SECTION 9.	NEGATIVE
                               COVENANTS	122124
		9.1.	Senior
                                         Secured Leverage Ratio	122124
	 	9.2	[Reserved]	118
		9.2.	Minimum
                                         Liquidity	123125
		9.3.	Indebtedness	123125
	 	9.4.	Liens	130132
		9.5.	Prohibition
                                         of Fundamental Changes	134136
		9.6.	Restricted
                                         Payments	138140
	 	9.7.	[Reserved]	141143
		9.8.	Investments	141143
		9.9.	Prepayment
                                         of Certain Indebtedness	146148
		9.10.	Transactions
                                         with Affiliates	148150
		9.11.	Changes
                                         in Fiscal Periods	148151
		9.12.	Certain
                                         Restrictions	148151
		9.13.	Lines
                                         of Business	149152
		9.14.	Modifications
                                         of Certain Documents	149152
		9.15.	Limitation
                                         on Activities of Parent and Holdings	150152
		9.16.	Limitation
                                         on Hedging Agreements	151153
		9.17.	Designation
                                         of Subsidiaries	151153
	 	 	 	 
	SECTION 10.	EVENTS
                                 OF DEFAULT	152154
	 	 	 
	SECTION 11.	THE AGENTS	156159
		11.1.	Appointment	156159
		11.2.	Delegation
                                         of Duties	156159
		11.3.	Exculpatory
                                         Provisions	156159
		11.4.	Reliance
                                         by Agents	157159
		11.5.	Notice
                                         of Default	157160
		11.6.	Non-Reliance
                                         on Agents and Other Lenders	158160
		11.7.	Indemnification	158161
		11.8.	Agent
                                         in Its Individual Capacity	159161
		11.9.	Successor
                                         Agents and Other Persons	159161
		11.10.	Authorization
                                         to Release Liens and Guarantees	160162
		11.11.	The
                                         Arrangers, Joint Bookrunners, Co-Syndication Agents and Co- Documentation Agents	160162
		11.12.	Withholding
                                         Taxes	160163
		11.13.	Administrative
                                         Agent May File Proofs of Claim	160163
	 	 	 	 
	SECTION 12.	MISCELLANEOUS	161164
		12.1.	Amendments
                                         and Waivers	161164
		12.2.	Notices	164167
		12.3.	No
                                         Waiver; Cumulative Remedies	166169
		12.4.	Survival
                                         of Representations and Warranties	166169
		12.5.	Payment
                                         of Expenses; Indemnification	166169



 






    iv 


     


    

 



		12.6.	Successors and Assigns; Participations and Assignments	168171
		12.7.	Adjustments; Set-off	173176
		12.8.	U.S.A. Patriot Act	174177
		12.9.	Counterparts	174177
		12.10.	Severability	175177
		12.11.	Integration	175178
		12.12.	GOVERNING LAW	175178
		12.13.	Submission To Jurisdiction; Waivers	175178
		12.14.	Acknowledgments	176179
		12.15.	Confidentiality	176179
		12.16.	Release of Collateral and Guarantee Obligations	178180
		12.17.	Accounting Changes	179182
		12.18.	Delivery of Lender Addenda	179182
		12.19.	WAIVERS OF JURY TRIAL	181184
		12.20.	Usury Savings Clause	181184
		12.21.	Amendment and Restatement	181185
		12.22.	Acknowledgment and Consent to Bail-In of EEAAffected
Financial Institutions	182185
		12.23.	Certain ERISA Matters	182175182185
		12.24.	Acknowledgment Regarding
Any Support QFCs	183186



 


ANNEXES:


 


	A	Existing Letters of Credit 
	 	 
	SCHEDULES:
	 	 
	1.1(a)	Mortgaged Property
	6.4	Consents, Authorizations, Filings and Notices
	6.8	Material Real Properties
	6.15(a)	Loan Parties
	6.15(b)	Non-Loan Parties
	6.17	Environmental Matters
	6.19(a)-1	UCC Filing Jurisdictions
	6.19(a)-2	UCC Financing Statements to Remain on File
	6.19(a)-3	UCC Financing Statements to be Terminated
	6.19(b)	Mortgage Filing Jurisdictions
	6.22	Existing Parks
	8.10	Post-Closing Covenants
	9.3(b)	Existing Indebtedness
	9.4(b)	Liens
	9.5(c)	Certain Permitted Dispositions
	9.8(a)	Permitted Investments
	9.13	Business Activities



 






    v 


     


    

 


EXHIBITS:


 


	A	Form of Second Amended and Restated Guarantee and Collateral
Agreement
	B	Form of Compliance Certificate
	C	[Reserved]
	D	Form of Solvency Certificate
	E	Form of Assignment and Acceptance
	F	[Reserved]
	G-1	Form of Tranche B Term Note
	G-2	Form of Revolving Credit Note
	G-3	Form of Swing Line Note
	H	[Reserved]
	I-1	Form of Exemption Certificate for Non-U.S. Lenders that are not partnerships for U.S. Federal income tax purposes
	I-2	Form of Exemption Certificate for Non-U.S. Participants that are not partnerships
for U.S. Federal income tax purposes
	I-3	Form of Exemption Certificate for Non-U.S. Lenders that are partnerships for U.S. Federal income tax purposes
	I-4	Form of Exemption Certificate for Non-U.S. Participants that are partnerships
for U.S. Federal income tax purposes
	J-1	Form of Lender Addendum
	J-2	Form of Lender Addendum (Cashless Roll)
	K	Form of Borrowing Notice
	L	Form of Auction Notice
	M	Form of Return Bid
	N	Form of Second Amended and Restated Intercompany Subordinated Note



 






    vi 


     


    

 


SECOND
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 17, 2019, among SIX FLAGS ENTERTAINMENT CORPORATION, a Delaware corporation
(“Parent”), SIX FLAGS OPERATIONS INC., a Delaware corporation (“Holdings”), SIX FLAGS THEME
PARKS INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or
entities from time to time parties to this Agreement (as defined below) (the “Lenders”) and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”), an Issuing Lender
and Swing Line Lender.


 


WHEREAS,
Parent, Holdings, the Borrower and Wells Fargo Bank, National Association, as administrative agent, the lenders and the other parties
thereto entered into that certain Amended and Restated Credit Agreement dated as of June 30, 2015 (as amended by that certain First
Amendment to Amended and Restated Credit Agreement dated as of June 16, 2016, that certain Second Amendment to Amended and Restated
Credit Agreement dated as of December 20, 2016, that certain Third Amendment and Limited Waiver to Amended and Restated Credit
Agreement dated as of June 21, 2017, that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of March 26,
2018 and that certain First Incremental Amendment to Amended and Restated Credit Agreement dated April 18, 2018, the “Existing
Credit Agreement”); and


 


WHEREAS,
Parent, Holdings and the Borrower have requested the Lenders to make loans and other credit available to them to enable them to,
among other things, refinance certain existing indebtedness, pay related fees and expenses and finance the working capital needs
and general corporate purposes of Parent, Holdings, the Borrower and its Subsidiaries, and the Lenders have agreed, subject to
the terms and conditions hereof, to enter into this Agreement.


 


Accordingly, the parties hereto hereby agree as
follows:


 


SECTION 1. DEFINITIONS


 


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


 


“Accounting Changes”: as defined
in Section 12.17.


 


“Acquisition”:
any acquisition, whether in a single transaction or series of related transactions, by Parent or any one or more of its Subsidiaries
of (a) all or substantially all of the assets or business of another Person, or assets constituting a business unit, line of business
or division of any Person, whether through purchase of assets or securities, by merger or otherwise; or (b) any Person that becomes
a Subsidiary after giving effect to such acquisition.


 


“Acquisition
Parties”: SFOG Acquisition A, Inc., a Delaware corporation, SFOG Acquisition B, L.L.C., a Delaware limited liability
company, SFOT Acquisition I, Inc., a Delaware corporation, and SFOT Acquisition II, Inc., a Delaware corporation.


 


“Additional Tranche B Term Loan Lenders”:
as defined in Section 12.18(b).


 


“Administrative Agent”: as defined in the preamble hereto.


 


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


 






     


     


    

 


“Affiliate”:
any Person that directly or indirectly controls, or is under common control with, or is controlled by, Parent and, if such Person
is an individual, any member of the immediate family (including parents, spouse, children) of such individual and any trust whose
principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any
such member or trust. As used in this definition, “control” (including , with its correlative meanings, “controlled
by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract
or otherwise). Notwithstanding the foregoing, (a) no individual shall be an Affiliate solely by reason of his or her being a director,
officer or employee of Parent, Holdings or any of its Subsidiaries and (b) none of the Subsidiaries of Borrower shall be Affiliates.


 


“Agents”:
the collective reference to the Co-Documentation Agents, the Co-Syndication Agents, the Joint Bookrunners and the Administrative
Agent.


 


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


 


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


 


“Agreement”:
this Second Amended and Restated Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, including pursuant to the First Amendment, the Replacement Amendment, the First Incremental Amendment and the
Second Amendment.


 


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


 


“Applicable Discount”: as defined
in Section 5.19(c).


 


“Applicable
Margin”: (a)(i) in the case of Tranche B Term Loans which are Base Rate Loans, 0.75% per annum, and (ii) in the case
of Tranche B Term Loans which are Eurocurrency Loans, 1.75% per annum and (b) (i) in the case of Revolving Credit Loans that are
not pursuant to Series B Replacement Revolving Commitments, the corresponding percentages per annum as set forth below based on
the Senior Secured Leverage Ratio:


 






    - 2 -


     


    

 


	 	Revolving Credit Loans
	Pricing Level	Senior Secured Leverage Ratio	Commitment Fee Rate	Eurocurrency Loans	Base

                                                                                Rate

                                                                                Loans

	I	Less than 1.25:1.00	0.250%	1.50%	0.50%
	II	
        Greater than or equal

        to 1.25:1.00, but less than 2.50:1.00
	0.300%	1.75%	0.75%
	III	Greater than or equal to 2.50:1.00	0.350%	2.00%	1.00%


 


and
(ii) in the case of Revolving Credit Loans that are pursuant to Series B Replacement Revolving Commitments, the corresponding percentages
per annum as set forth below based on the Senior Secured Leverage Ratio:


 


	 	Revolving Credit Loans
	
        Pricing

        Level
	
        Senior
        Secured

        Leverage
        Ratio
	
        Commitment

        Fee Rate
	
        Eurocurrency

        Loans
	
        Base

        Rate

        Loans

	I	Less than 1.25:1.00	0.875%	3.00%	2.00%
	II	Greater than or equal to 1.25:1.00, but less than 2.50:1.00	1.000%	3.25%	2.25%
	III	Greater than or equal to 2.50:1.00	1.000%	3.50%	2.50%


 


Swing
Line Loans shall bear interest at the rate applicable to Revolving Credit Loans that are Base Rate Loans.


 


Notwithstanding
the foregoing, (w) the Applicable Margin in respect of any Class of Extended Revolving Credit Commitments or any Extension Series
of Extending Term Loans or Revolving Credit Loans shall be the applicable percentages per annum set forth in the relevant
Extension Offer, (x) the Applicable Margin in respect of any increase in Revolving Credit Commitment or any Class of Incremental
Term Loans shall be the applicable percentages per annum set forth in the relevant Incremental Amendment, (y) the Applicable
Margin in respect of any Class of Replacement Revolving Commitments shall be the applicable percentages per annum set forth
in the relevant agreement and (z) the Applicable Margin in respect of any Class of Refinancing Term Loans shall be the applicable
percentages per annum set forth in the relevant agreement.


 






    - 3 -


     


    

 


The Applicable Margin
shall be determined and adjusted quarterly on the date (each a “Calculation Date”) three Business Days following
receipt by the Administrative Agent of a certificate from a Responsible Officer of Parent delivered pursuant to Section 8.1(f);
provided that (a) the
Applicable Margin for Revolving Credit Loans shall be based on Pricing Level II, in each case until the first Calculation Date
after September 30, 2019, and thereafter the Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio
as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date and,
(b)   if the Borrower fails to provide the certificate of a Responsible Officer of Parent as required by
Section 8.1(f) for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable
Margin from such Calculation Date shall be based on Pricing Level III (in the case of Revolving Credit Loans both pursuant to
Original Revolving Credit Commitments and Series B Replacement Revolving Commitments) until such time as an appropriate certificate
is provided, at which time the Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as of the last
day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date and
(c) notwithstanding anything to the contrary above, from and after the Second Amendment Effective Date until the first Calculation
Date after the date on which the Designated Period has ended, the Applicable Margin for Revolving Credit Loans shall be based
on Pricing Level III, and thereafter the Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as
of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date.
The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date.


 


Notwithstanding
the foregoing, in the event that any financial statement delivered pursuant to Section 8.1(a) or Section 8.1(d) or certificate
delivered pursuant to Section 8.1(f) is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application
of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for
such Applicable Period, then (x) the Borrower shall deliver to the Agent a corrected compliance certificate for such Applicable
Period, (y) the Applicable Margin for such Applicable Period shall be determined as if the Senior Secured Leverage Ratio in the
corrected compliance certificate were applicable for such Applicable Period, and (z) the Borrower shall retroactively be obligated
to pay to the Administrative Agent for the benefit of the Lenders the accrued additional interest and fees owing as a result of
such increased Applicable Margin for such Applicable Period; provided such shortfall shall be due and payable within five
Business Days after delivery of such corrected compliance certificate and no Default or Event of Default shall be deemed to have
occurred solely as a result of such non-payment until the expiration of such five Business Day period. The Borrower’s obligations
under this paragraph shall survive for so long as the Obligations with respect to Loans, Commitments or Letters of Credit (other
than Letters of Credit that have been cash collateralized in full or a backstop Letter of Credit reasonably acceptable to the applicable
issuing Lender is in place and other than contingent indemnification obligations not yet due and payable) remain outstanding.


 


“Applicable Period”: as
defined in the definition of “Applicable Margin”. “Applicable Term Loan Facility”: as defined in
Section 5.19(a).


 


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


 


“Approved Fund”: as defined in
Section 12.6(b).


 






    - 4 -


     


    

 


“Arrangers”:
the reference to Wells Fargo Securities, LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their capacities as
lead arrangers; provided, that Merrill Lynch, Pierce, Fenner & Smith Incorporated may, without notice to the Borrower,
assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation
to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking,
commercial lending services or related businesses may be transferred following the date of this Agreement.


 


“Asset
Sale”: any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted
by clauses (i) through (v), clauses (ix) through (xii), clauses (xiv) through (xvi), and clause (xx) of Section 9.5(c)) which yields
gross proceeds to Parent, or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non- cash proceeds
consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess
of $15,000,000.


 


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


 


“Assignment
and Acceptance”: an Assignment and Acceptance substantially in the form of Exhibit E.


 


“Auction”:
a “Dutch” auction whereby the Borrower offers to purchase Term Loans under any Facility of Term Loans pursuant to the
auction procedures set forth in Section 5.19.


 


“Auction Amount”: as defined
in Section 5.19(a). “Auction Notice”: as defined in Section 5.19(a).


 


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


 


(i)       $170,000,000;
plus


 


(ii)      the cumulative portion of Excess Cash Flow for each fiscal year (if positive) of the Borrower, commencing with the fiscal
year ending December 31, 2015, that is not required to be applied to prepay Loans pursuant to Section 5.5(c); plus


 


(iii)    
(x) the portion of the Net Cash Proceeds and the fair market value (as determined in good faith by the Borrower) from any
sale of Capital Stock of Parent or any property or assets contributed to its capital of the Borrower after the Existing Credit
Agreement Closing Date and prior to such time and (y) the aggregate amount by which Indebtedness (other than any Indebtedness owed
to any of its Subsidiaries) incurred by the Borrower or any of its Subsidiaries after the Existing Credit Agreement Closing Date
and prior to such time is reduced on each of their respective balance sheets upon the conversion or exchange into Qualified Capital
Stock (less the amount of any cash, or the fair market value (as determined in good faith by the Borrower) of assets distributed
by the Borrower or any of its Subsidiaries upon such conversion or exchange); plus


 


(iv)     an amount equal to the Retained Declined Proceeds; plus




 






    - 5 -


     


    

 


(v)      
if any Unrestricted Entity is redesignated by the Borrower as a Subsidiary, an amount equal to the fair market value (as
determined in good faith by the Borrower) of the Investment by the Borrower of its Subsidiaries that are Subsidiary Guarantors
in such Unrestricted Entity at the time of such redesignation, provided, however, that the foregoing amount shall not exceed
the amount of Investments made to any such Unrestricted Entity prior to its redesignation following the Existing Credit Agreement
Closing Date which reduced the Available Amount, less amounts received by the Borrower or any of its Subsidiaries that are Subsidiary
Guarantors from such Unrestricted Entity that increased the Available Amount pursuant to clause (vi) below; plus


 


(vi)    
100% of any cash dividends and other cash distributions and the fair market value (as determined in good faith by the Borrower)
of property or assets other than cash received by the Borrower or any of its Subsidiaries that are Subsidiary Guarantors from an
Unrestricted Entity since the Existing Credit Agreement Closing Date to the extent not included in Consolidated Net Income and
100% of the net proceeds received by the Borrower or any of its Subsidiaries that are Subsidiary Guarantors from the sale of any
Unrestricted Entity; provided, however, that the foregoing amount shall not exceed the amount of Investments made to any
such Unrestricted Entity following the Existing Credit Agreement Closing Date which reduced the Available Amount; plus


 


(vii)   
to the extent not included in clauses (i) through (v) above, an amount equal to (A) the sum of payments in cash received
by the Borrower or any of its Subsidiaries that are Subsidiary Guarantors following the Existing Credit Agreement Closing Date,
interest on Indebtedness, dividends, or repayment of loans or advances, or other transfers of property, in each case, received
by the Borrower or any of its Subsidiaries that are Subsidiary Guarantors in respect of any Investment pursuant to Section 9.8(v)(i)
or (B) from the net cash proceeds from the sale, conveyance, liquidation or other disposition of any Investment pursuant to Section
9.8(v)(i) received by the Borrower or any of its Subsidiaries that are Subsidiary Guarantors, minus;


 


(viii)   the
aggregate amount of Restricted Payments made by the Borrower in reliance on Section 9.6(c)(i), (ii) or (iii) (other than Restricted
Payments made with the proceeds of a Put Related Debt Incurrence), or 9.6(e)(ii); minus


 


(ix)    
the aggregate amount of Investments made in reliance on Section 9.8(v)(i) (net of any cash return to the Borrower or any
of its Subsidiaries that are Subsidiary Guarantors in respect of such Investments to the extent such cash return does not already
increase Excess Cash Flow, Borrower Consolidated Adjusted EBITDA or the Available Amount); minus


 


(x)      
the aggregate amount of Indebtedness prepaid in reliance on Section 9.9(f).


 


“Available
Revolving Credit Commitment”: with respect to any Revolving Credit Lender at any time, an amount equal to the excess,
if any, of (a) such Lender’s Revolving Credit Commitment then in effect over (b) such Lender’s Revolving Extensions
of Credit then outstanding; provided, that in calculating any Lender’s Revolving Extensions of Credit for the purpose
of determining such Lender’s Available Revolving Credit Commitment pursuant to Section 5.2(a), the aggregate principal amount
of Swing Line Loans then outstanding shall be deemed to be zero.


 






    - 6 -


     


    

 


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


 


“Bail-In
Legislation”: (a) with respect to any EEA Member Country implementing Article
55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law,
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).


 


“Bankruptcy Code”: the Federal
Bankruptcy Code of 1978, as amended from time to time.


 


“Base Rate”: for any day,
a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.00%) equal to the greatest of (a) the Prime Rate in effect
on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1.00% and (c) the Eurocurrency Rate for
a one month Interest Period beginning on such day (or if such day is not a Business Day, the immediately preceding Business Day)
plus 1.00%, provided that, for the avoidance of doubt, the Eurocurrency Rate for any day shall be the rate as published
by the ICE Benchmark Administration Limited, a United Kingdom company, at approximately 11:00 a.m., London time, on such day.
Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or such Eurocurrency Rate shall
be effective as of the opening of business on the effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or such Eurocurrency Rate, respectively.


 


“Base
Rate Loans”: Loans for which the applicable rate of interest is based upon the Base Rate.


 


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


 


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


 


“Beneficial
Share Assignment Agreement”: the Beneficial Share Assignment Agreement, dated as of April 1, 1998, by and between TW-SPV
Co., GP Holdings, Inc. and Parent (as successor Premier Parks Inc.), as the same may be amended on or prior to the Closing Date
and as the same may be further modified or amended at any time from time to time, provided such modification or amendment
does not violate Section 9.14.


 


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


 


“Benefited Lender”: as defined
in Section 12.7(a).


 






    - 7 -


     


    

 


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


 


“Borrower”: as defined in the
preamble hereto.


 


“Borrower
Consolidated Adjusted EBITDA”: for any period, for the Borrower and its Subsidiaries (determined on a consolidated basis
without duplication) means Parent Consolidated Adjusted EBITDA plus (a) administrative and other corporate charges of Parent
that are not allocated to or paid by the Borrower or its Subsidiaries and excluding (b) any portion of Parent Consolidated
Adjusted EBITDA (calculated on a net basis, taking into account positive and negative items) attributable to any Person (other
than the Borrower or its Subsidiaries) to the extent that the Borrower or any of its Subsidiaries is not the owner of the interests
in, or recipients of the cash received from, such Person.


 


“Borrower Group”: as defined
in the definition of “Parent Available Amount”.


 


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


 


“Business”: as defined in Section 6.17(b).


 


“Business
Day”: (a) for all purposes other than as covered by clause (b) below, a day other than a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by law to close and (b) with respect to all notices and determinations
in connection with, and payments of principal and interest on, Eurocurrency Loans, any day which is a Business Day described in
clause (a) and which is also a day for trading by and between banks for deposits in Dollars in the London Interbank Eurocurrency
market.


 


“Calculation Date”: as defined
in the definition of “Applicable Margin”.


 


“Capital
Expenditures”: for any period, expenditures made in cash by Parent or any of its Subsidiaries or any of the
Partnership Parks Entities (or, for purposes of the definition of “Excess Cash Flow”, by the Borrower or any of
its Subsidiaries) to acquire or construct fixed assets, plant and equipment (including renewals, improvements and
replacements) during such period, computed in accordance with GAAP solely for purposes of the definition of “Excess
Cash Flow”, but excluding (a) the amount of cash expended (i) with, or in an amount equal to, Reinvestment Deferred
Amounts or, without duplication, the Net Cash Proceeds of (A) Recovery Events, (B) awards of compensation arising from the
taking by eminent domain or condemnation of assets being replaced or (C) indemnity payments, (ii) as part of an Acquisition
permitted hereunder (other than an Acquisition permitted by Section 9.5(b)(iii)), (b) expenditures that are accounted for as
capital expenditures made in cash by Parent or any of its Subsidiaries or any of the Partnership Parks Entities (or, for
purposes of the definition of “Excess Cash Flow”, by the Borrower or any of its Subsidiaries) and that actually
are paid for or reimbursed by a Person other than Parent or any Subsidiary or any Partnership Parks Entity (or, for purposes
of the definition of “Excess Cash Flow”, a Person other than Borrower or any of its Subsidiaries), (c) any
non-cash compensation or other non-cash costs reflected as additions to property, plant or equipment in the consolidated
balance sheet of Parent and its Subsidiaries or in the balance sheet of any Partnership Parks Entity (or, for purposes of the
definition of “Excess Cash Flow” in the consolidated balance sheet of the Borrower and its Subsidiaries), and (d)
the purchase price of assets that are purchased simultaneously with the trade in or sale 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
assets being traded in at such time and provided that such purchase, trade in and sale are conducted on an arms-length
basis.


 






    - 8 -


     


    

 


“Capital
Lease Obligations”: for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted
for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations
shall be the capitalized amount thereof, determined in accordance with GAAP. Notwithstanding any change in GAAP that would require
lease obligations that would be treated as operating leases prior to the issuance by the Financial Accounting Standards Board on
February 25, 2016 of an Accounting Standards update (“ASU”) to be classified and accounted for as Capital Lease
Obligations or otherwise reflected on the consolidated balance sheet of Parent and its Subsidiaries, for the purposes of determining
compliance with any covenant contained herein, such obligations shall be treated in the same manner as operating leases are treated
prior to such ASU (whether or not such leases were in effect on such date).


 


“Capital
Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights
or options to purchase any of the foregoing; provided that any instrument evidencing Indebtedness convertible or exchangeable
for Capital Stock shall not be deemed to be “Capital Stock” unless and until any such instruments are so converted
or exchanged.


 


“Cessation Date”: as defined
in the definition of “Qualified Counterparty”.


 


“Change
in Law”: (a) the adoption of any law, rule or regulation, (b) the issuance of any administrative guidance, or (c) any
change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority; provided
that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) 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 be deemed
to be a “Change in Law”, regardless of the date enacted, adopted or issued.


 


“Closing Date”: April 17, 2019.


 


“Co-Documentation
Agents”: JPMorgan Chase Bank, N.A., Barclays Bank PLC, Compass Bank, HSBC Bank USA, National Association and PNC Bank,
National Association.


 


“Co-Syndication Agents”:
Goldman Sachs Bank USA and Bank of America, N.A.


 


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


 






    - 9 -


     


    

 


“Collateral”:
all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security
Document; provided that Collateral shall not include (x) any Property of any Excluded Foreign Subsidiary (including any
Property that consists of Capital Stock held by such Excluded Foreign Subsidiary) or (y) more than 65% of any Foreign Subsidiary
Voting Stock, provided that, for the avoidance of doubt, for purposes of this clause (y), Collateral shall include 100%
of the total non-voting stock of any such Excluded Foreign Subsidiary.


 


“Commitment”:
with respect to any Lender, each of the Tranche B Term Loan Commitment, the Revolving Credit Commitment, the Incremental Term Loan
Commitment, the Extended Revolving Credit Commitment and the Replacement Revolving Commitments.


 


“Commitment
Fee Rate”: the rate set forth under the heading “Commitment Fee Rate” in the definition of “Applicable
Margin” and subject to the terms thereof.


 


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


 


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


 


“Consolidated Cash Interest Expense”:
for any Measurement Period, the excess of:


 


		(a)	the sum, without duplication, of:



 


(i)      
the interest expense (including imputed interest expense in respect of Capital Lease Obligations), net of interest income,
of Parent and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP;


 


(ii)      
any interest or other financing costs paid during such period in respect of Indebtedness of Parent and its Subsidiaries
to the extent such interest or other financing costs shall have been capitalized rather than included in consolidated interest
expense for such period in accordance with GAAP;


(iii)    
any cash payments made during such period in respect of obligations referred to in clause (b)(ii) below that were amortized or
accrued in a previous period; and


 


(iv)    
to the extent not included in clauses (i), (ii) or (iii) above, net costs under Hedging Agreements, other than costs solely associated
with the termination or unwinding of such Hedging Agreements, in respect of interest rates to the extent such net costs have been
or are required to be paid in cash during such period; less


 


		(b)	without duplication and to the extent included in such
consolidated interest expense for such period, the sum of:



 






    - 10 -


     


    

 


(i)       
noncash amounts attributable to amortization or write-off of capitalized interest or other financing costs paid in a previous
period,


 


(ii)      
noncash amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period, and


 


(iii) 
    to the extent not included in (b)(i) or (b)(ii), (x) one-time fees, premiums and expenses associated with the Transactions
or the consummation of any debt issuance, amendment or prepayment and (y) annual agency and collateral monitoring fees.


 


“Consolidated
Current Assets”: at any date, all amounts (other than cash and Permitted Investments) that would, in conformity with
GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet
of the Borrower and its Subsidiaries at such date, other than amounts related to current or deferred taxes based on income or profits.


 


“Consolidated
Current Liabilities”: at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption
 “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries
at such date, but excluding (a) the current portion of interest, Taxes based on income or profits, any Indebtedness, or accrued
liabilities related to performance stock grants of the Borrower and its Subsidiaries and (b) without duplication, all Indebtedness
consisting of Revolving Credit Loans or Swing Line Loans, to the extent otherwise included therein.


 


“Consolidated
Net Income”: of any Person for any period, the consolidated net income (or loss) of such Person and its
Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided, that in
calculating Consolidated Net Income for any period, there shall be excluded (a) the income (or deficit) of any Person accrued
prior to the date it becomes a Subsidiary of Parent or is merged into or consolidated with Parent or any of its Subsidiaries
(except to the extent required for any calculation on a Pro Forma Basis or to be given Pro Forma Effect), (b) the income (or
deficit) of any Unrestricted Entity or any Person (other than a Subsidiary of Parent) in which Parent or any of its
Subsidiaries has an ownership interest accounted for under the equity method, or any other Person that is not a Subsidiary,
(c) the cumulative effect of a change in accounting principle and changes as a result of the adoption or modification of
accounting policies during such period, (d) any effect of income (loss) from the early extinguishment of (i) Indebtedness and
(ii) obligations under any Hedging Agreement or other derivative instruments, (e) the effects of non-cash acquisition
accounting adjustments and non- cash adjustments from the application of fresh start reporting, (f) any net gains, losses,
income or expense attributable to non-controlling interests and (g) the undistributed earnings of any Subsidiary of Parent
that is not a Subsidiary Guarantor (or, as Consolidated Net Income is used to determine Excess Cash Flow, any Subsidiary of
Parent) to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the
time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law
applicable to such Subsidiary.


 


“Consolidated
Total Debt”: as at the last day of any fiscal quarter, the sum of (a) the aggregate outstanding principal amount of
all Indebtedness of the type described in clauses (a) through (e) of the definition thereof (other than Revolver Indebtedness
and the undrawn portion of any outstanding letters of credit) of Parent and its Subsidiaries that would, in conformity with
GAAP, be set forth on the balance sheet of Parent and its Subsidiaries on such date (determined on a consolidated basis
without duplication in accordance with GAAP), plus (b) the average of the amounts of Revolver Indebtedness outstanding
on such last day and on the last day of each of the three immediately preceding fiscal quarters less (c) the aggregate
amount of Unrestricted Cash and unrestricted cash equivalents of Parent and its Subsidiaries on such last day in an aggregate
amount not to exceed $50.0 million, in each case, set forth on the balance sheet of Parent and its Subsidiaries on the
applicable date.


 






    - 11 -


     


    

 


“Consolidated
Working Capital”: at any date, the difference of (a) Consolidated Current Assets on such date less (b) Consolidated Current
Liabilities on such date.


 


“Continuing Tranche B Term Loan Lender”:
as defined in Section 12.18(b).


 


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


 


“Declined Proceeds”: as defined
in Section 5.11(d).


 


“Default”:
any of the events specified in Section 10, whether or not any requirement for the giving of notice, the lapse of time, or both
as set forth in such Section, has been satisfied.


 


“Defaulting
Lender”: subject to Section 5.20(f), any Lender that (a) has failed to fund any portion of its Revolving Credit Loans
or participations in Letters of Credit or Swing Line Loans within two Business Days of the date required to be funded by it hereunder,
(b) has notified the Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender or any Lender in writing that
it does not intend to comply with its funding obligations under this Agreement or has made a public statement to the effect that
it does not intend to comply with its funding obligations under this Agreement or under other agreements generally in which it
commits to extend credit , (c) has failed, within three Business
Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent or the
Borrower, as the case may be, that it will comply with the terms of this Agreement relating to its obligations to fund prospective
Loans and participations in then outstanding Letters of Credit and Swing Line Loans (provided that such Lender shall cease
to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and
the Borrower), (d) has otherwise failed to pay over to the Administrative Agent, any Issuing Lender, the Swing Line Lender or
any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless
the subject of a good faith dispute, or (e) after the date of this Agreement, has become the subject of a bankruptcy or insolvency
proceeding, or has had appointed for it a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or has become the subject of
a Bail-in Action, or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had appointed
for such parent company a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar
Person charged with reorganization or liquidation of such parent company’s business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or has become the subject of
a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition
by a Governmental Authority or an instrumentality thereof of any equity interest in such Lender or a parent company 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. Any determination by
the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (e) above shall be conclusive and binding
absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 5.20(f)) upon delivery of
written notice of such determination to the Borrower, each Issuing Lender, each Swing Line Lender and each Lender.


 






    - 12 -


     


    

 


“Designated
Non-Cash Consideration”: the fair market value of non-cash consideration received by the Parent or a Subsidiary in connection
with a disposition pursuant to Section 9.5(c) that is designated as Designated Non-Cash Consideration pursuant to a certificate
of a Responsible Officer of the Parent delivered to the Administrative Agent, setting forth the basis of such valuation, less the
amount of cash or Permitted Investment received in connection with a subsequent sale of or conversion of or collection on such
Designated Non-Cash Consideration.


 


“Designated
Period”: the period commencing on the Second Amendment Effective Date and ending
on the earlier to occur of (a) the date on which the certificate of a Responsible Officer of Parent required to be delivered under
Section 8.1(f) is delivered to the Administrative Agent for the fiscal quarter ending December 31, 2021, and such certificate
demonstrates compliance with Section 9.1 and (b) the date on which the Notice of Actual EBITDA is received by the Administrative
Agent and the related certificate of a Responsible Officer of Parent required to be delivered under Section 8.1(f) demonstrates
compliance with Section 9.1 (calculated only using actual Borrower Consolidated Adjusted EBITDA for the entire Measurement Period
included in such calculation of the Senior Secured Leverage Ratio) and Section 9.2.


 


“Designated
Period Indebtedness Requirements”: as defined in Section 9.3.


 


“Discount Range”: as defined
in Section 5.19(a).


 


“Disposition”:
with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof,
but excluding any issuance by such Person of its own Capital Stock or termination of the economic and voting rights of GP Holdings
Inc. pursuant to the Beneficial Share Assignment Agreement; and the terms “Dispose” and “Disposed of” shall
have correlative meanings.


 


“Disqualified
Capital Stock”: any Capital Stock of any Person that, by its terms (or by the terms of any security or other
Capital Stock into which it is convertible or for which it is puttable or exchangeable) or upon the happening of any event or
condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock of such Person), pursuant
to a sinking fund or otherwise, (b) is redeemable or exchangeable, in whole or in part, at the option of the holder thereof
(other than solely for Qualified Capital Stock of such Person), or (c) provides for the scheduled payment of dividends in
cash, in each case prior to the date that is 91 days after the Latest Maturity Date; provided that (i) if such Capital
Stock is issued pursuant to any plan for the benefit of employees of such Person or any of its Subsidiaries or by any such
plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required
to be repurchased by such Person or any of its Subsidiaries in order to satisfy applicable statutory or regulatory
obligations or as a result of such person’s termination, death or disability and (ii) any Capital Stock that would not
constitute Disqualified Capital Stock but for the provisions thereof giving holders thereof the right to require such Person
to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of
control” shall not constitute Disqualified Capital Stock so long as the terms of such Capital Stock provide that the
Loans and all other Obligations (other than obligations under Specified Hedge Agreements and Specified Cash Management
Agreements and contingent Obligations not then due and payable) are repaid in full prior to such purchase or redemption.


 






    - 13 -


     


    

 


“Disqualified
Institution”: (a) those banks, financial institutions and other Persons identified in writing by the Borrower to the
Administrative Agent prior to the date hereof, (b) competitors of Parent, Holdings, the Borrower and its Subsidiaries, as identified
by the Borrower by written notice to the Administrative Agent on behalf of the Lenders from time to time (provided, however,
that no such competitor shall be a Disqualified Institution until such date that is 2 Business Days after the date that such written
notice has been delivered to the Administrative Agent for distribution to the Lenders) and (c) in the cases of clause (a)
or (b), Affiliates thereof (excluding in the case of clause (b) any such Affiliate that is affiliated with a financial
investor in such Person and that is not itself an operating company or otherwise an Affiliate of an operating company so long
as such affiliate is a bona fide debt fund) that are either (x) identified in writing by the Borrower to the Administrative Agent
or (y) clearly identifiable on the basis of such Affiliates’ names; provided, further, that the list of Disqualified
Institutions shall be made available to any Lender upon such Lender’s request.


 


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


 


“Domestic
Subsidiary”: any Subsidiary of Parent organized under the laws of any jurisdiction within the United States of America.


 


“ECF
Percentage”: for any fiscal year, (a) 50% if the Senior Secured Leverage Ratio as of the last day of such fiscal year
is greater than 3.75 to 1.00 and (b) 0% if the Senior Secured Leverage Ratio as of the last day of such fiscal year is less than
or equal to 3.75 to 1.00. Notwithstanding the foregoing, with respect to the fiscal year ending
December 31, 2020, the ECF Percentage shall be deemed to be 50%, and thereafter the ECF Percentage shall be calculated in accordance
with the prior sentence.


 


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


 


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


 






    - 14 -


     


    

 


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


 


“Effective
Yield”: as to any Indebtedness, the effective yield on such Indebtedness consistent with generally accepted financial
practices, taking into account the applicable interest rate margins, any interest rate floors (the effect of which floors shall
be determined in a manner set forth in the proviso below), or similar devices and all fees, including upfront or similar fees or
original issue discount (amortized over the shorter of (i) the remaining weighted average life to maturity of such Indebtedness
and (ii) the four years following the date of incurrence thereof) payable generally to Lenders or other institutions providing
such Indebtedness, but excluding any arrangement, structuring, ticking, or other similar fees payable in connection therewith that
are not generally shared with the relevant Lenders and, if applicable, consent fees for an amendment paid generally to consenting
Lenders; provided that with respect to any Indebtedness that includes a “LIBOR floor” or “Base Rate floor,”
(a) to the extent that the Eurocurrency Rate or Base Rate (without giving effect to any floors in such definitions), as applicable,
on the date that the Effective Yield is being calculated is less than such floor, the amount of such difference shall be deemed
added to the interest rate margin for such Indebtedness for the purpose of calculating the Effective Yield and (b) to the extent
that the Eurocurrency Rate or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that
the Effective Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the Effective
Yield (and, for purposes of Section 2.4(a)(iii) only, in such case, the interest rate floor (but not the interest rate margin)
shall be increased to the extent of such differential between interest rate floors).


 


“Environmental
Claim”: any written notice, claim, demand or other communication (collectively, a “claim”) alleging
or asserting such Person’s liability for investigatory costs, cleanup costs, governmental response costs, damages to natural
resources or other Property, personal injuries, fines or penalties arising out of, based on or resulting from (a) the presence,
or Release into the environment, of any Hazardous Material at any location, whether or not owned by such Person, (b) exposure to
Hazardous Materials or (c) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law. The
term


 


“Environmental Claim” shall include, without limitation, any claim by any Governmental Authority for enforcement,
cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and any claim by
any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from
the presence of, or exposure to, Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the
environment, as a result of any of the foregoing.


 


“Environmental
Laws”: any and all applicable present and future Federal, state, local and foreign laws, rules or regulations, and
any orders or decrees, in each case as now or hereafter in effect, relating to the regulation or protection of human health
and safety (with respect to exposure to pollutants, contaminants or toxic or hazardous materials, substances or wastes) or
the environment or to emissions, discharges, Releases or threatened Releases of pollutants, contaminants or toxic or
hazardous materials, substances or wastes into the environment, including, without limitation, ambient air, soil, surface
water, ground water, wetlands, land or subsurface strata, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of pollutants, contaminants or toxic or hazardous materials,
substances or wastes.


 






    - 15 -


     


    

 



 


“Environmental
Permits”:any and all permits, licenses, approvals, registrations, notifications, exemptions and other
authorizations required under any Environmental Law.


 


“ERISA”: the Employee Retirement
Income Security Act of 1974, as amended from time to time.


 


“ERISA Affiliate”:any
Person treated as a single employer with Parent under Section 414(b) or (c) of the Code or, solely for purposes of Section
302(b) of ERISA and Section 412(b) of the Code and the lien created under Section 303(k) of ERISA and Section 430(k) of the
Code, under Section 414(m) or (o) of the Code.


 


“ERISA Event”: any of the following
events or conditions:


 


 (a) any Reportable Event;




 


(b)
any failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of
the Code or Sections 302 or 303 of ERISA) applicable to such Single Employer Plan, whether or not waived, the filing pursuant to
Section 412(c) of the Code of any request for a waiver of the funding standard with respect to any Single Employer Plan, or any
failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan;


 


(c) 
the distribution under Section 4041 of ERISA of a notice of intent to terminate any Single Employer Plan or any action taken
by Parent or an ERISA Affiliate to terminate any Single Employer Plan, or the incurrence by Parent or an ERISA Affiliate of any
liability under Title IV of ERISA with respect to the termination of any Single Employer Plan;


 


(d)
the institution by the PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Single Employer Plan, or the receipt by Parent or any ERISA Affiliate of a notice from a Multiemployer Plan
that such action has been taken by the PBGC with respect to such Multiemployer Plan;


 


(e) 
the complete or partial withdrawal from a Multiemployer Plan by Parent or any ERISA Affiliate that results in any Withdrawal
Liability or the receipt by Parent or any ERISA Affiliate of notice from a Multiemployer Plan that it is, or is expected to be,
Insolvent or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section
305 or Title IV of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;


 


(f) 
the institution of a proceeding by a fiduciary of any Multiemployer Plan against Parent or any ERISA Affiliate to enforce
Section 515 of ERISA, which proceeding is not dismissed within 60 days;





 






    - 16 -


     


    

 


(g)
the adoption of an amendment to any Single Employer Plan that, pursuant to Section 436(f) of the Code, would result in the loss
of tax-exempt status of the trust of which such Single Employer Plan is a part if Parent or an ERISA Affiliate fails to timely
provide security to the Single Employer Plan in accordance with the provisions of such Section; or


 


(h)
a determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of
Title IV of ERISA).


 


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


 


“Eurocurrency
Base Rate”: subject to the implementation of a Replacement Rate in accordance with Section 5.10(b), with respect to each
day during each Interest Period pertaining to a Eurocurrency Loan, the rate per annum determined on the basis of the rate for deposits
in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period as published by the ICE
Benchmark Administration Limited, a United Kingdom company, as of approximately 11:00 A.M., London time, two Business Days prior
to the commencement of such Interest Period. In the event that such rate is not so published, the “Eurocurrency Base Rate”
for purposes of this definition shall be the rate (rounded upwards, if necessary, to the next 1/100th of 1%) at which Dollar deposits
of an amount comparable to such Eurocurrency Loan and for a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00
A.M., London time, two Business Days prior to the commencement of such Interest Period. Unless otherwise specified in any amendment
to this Agreement entered into in accordance with Section 5.10(b), in the event that a Replacement Rate with respect to Eurocurrency
Base Rate is implemented, then all references herein to Eurocurrency Base Rate shall be deemed references to such Replacement Rate.


 


“Eurocurrency
Liabilities”: as defined in the definition of “Eurocurrency Reserve Requirements”.


 


“Eurocurrency
Loans”: Loans under any Facility for which the applicable rate of interest is based upon the Eurocurrency Rate.


 


“Eurocurrency
Rate”: with respect to each day during each Interest Period, a rate per annum determined for such day in accordance with
the following formula (rounded upward to the nearest 1/100th of 1%):


 


	 	Eurocurrency Base Rate	 
	 	1.00 - Eurocurrency Reserve Requirements	 


 


; provided that,
if such rate is below zero, the Eurocurrency Rate (including, without limitation, any Replacement Rate with respect thereto) will
be deemed to be zero; provided, further, that the Eurocurrency Rate with respect to Revolving Credit Loans that are
pursuant to Series B Replacement Revolving Commitments shall not be less than 0.75%.





 






    - 17 -


     


    

 


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


 


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


 


“Event
of Default”: any of the events specified in Section 10, provided that any requirement for the giving of notice,
the lapse of time, or both, in each case as set forth therein, has been satisfied.


 


“Excess Cash Flow”: for any fiscal
year of the Borrower:


 


(a)          
(i) Borrower Consolidated Adjusted EBITDA for such fiscal year (determined for such purpose without giving Pro Forma Effect
to Specified Transactions), plus


 


(ii) 
any decrease in Consolidated Working Capital for such fiscal year (other than any decrease arising from acquisitions or
dispositions by Borrower or any of its Subsidiaries completed during such period), plus


 


(iii) 
total pension expenses of the Borrower and its Subsidiaries for such period, minus


 


(b)          
the sum of, in each case to the extent not otherwise deducted in arriving at Borrower Consolidated Adjusted EBITDA in such
period, without duplication,


 


(i) 
(A) scheduled principal payments of the Term Loans and other Indebtedness during such period (including for purposes hereof,
sinking fund payments, payments in respect of the principal components under capital leases and the like relating thereto), and
(B) voluntary principal payments of Indebtedness (other than (I) the Term Loans, (II) Revolver Indebtedness, and (III) other revolving
Indebtedness if not accompanied by a permanent reduction in the applicable commitments thereunder) by the Borrower and its Subsidiaries,


 


(ii) 
Consolidated Cash Interest Expense for such period (provided that for purposes of calculating Excess Cash Flow, Consolidated
Cash Interest Expense shall be calculated for the Borrower and its Subsidiaries),


 


(iii) 
income taxes paid by the Borrower and its Subsidiaries in cash during such period, excluding, for the avoidance of doubt,
taxes resulting from the gain on the sale of assets,





 






    - 18 -


     


    

 


(iv) 
Capital Expenditures paid in cash during such period (without double counting amounts pursuant to clause (v) below),


 


(v) 
the amount (without duplication) of Permitted Acquisitions , Investments made in reliance on Section 9.8(e)(ii), (n), (o),
(v)(iii) or (z) and Restricted Payments made in reliance on Section 9.6(c)(iv), 9.6(g)(ii) or 9.6(m), in each case made by the
Borrower and its Subsidiaries,


 


(vi) 
any increase in Consolidated Working Capital for such fiscal year (other than any increase arising from acquisitions or
dispositions by Borrower or any of its Subsidiaries completed during such period), and


 


(vii) 
the amount of cash payments made by the Borrower and its Subsidiaries on account of pensions in such period;


 


provided,
that in the case of clauses (b)(i), (b)(iv) and (b)(v) above, such amounts shall not be deducted in calculating Excess Cash Flow
to the extent paid or financed with External Cash Flow.


 


“Excess Cash Flow Application Date”:
as defined in Section 5.5(c).


 


“Exchange Act”: as defined in Section 10(l)(i).


 


“Excluded Foreign Subsidiaries”:
(a) any Foreign Subsidiary and (b) any FSHCO.


 


“Excluded
Structure”: any Building (as defined in the applicable Flood Program) or Manufactured (Mobile) Home (as defined in the
applicable Flood Program) located within an area having special flood hazards and in which flood insurance is available under the
Flood Program.


“


Excluded
Subsidiary”: (a) Flags Beverages, Inc., Fiesta Texas Hospitality LLC and any other Subsidiary whose only material asset
is a liquor license, (b) PP Data Services Inc., (c) any Immaterial Subsidiary for so long as such Subsidiary remains an Immaterial
Subsidiary (subject to the limitations on Immaterial Subsidiaries set forth in such definition), (d) any Inactive Subsidiary, (e)
any non-Wholly Owned Subsidiary formed or acquired after the Existing Credit Agreement Closing Date, (f) any Subsidiary that is
prohibited or restricted by applicable Law or by Contractual Obligations from guaranteeing the Obligations or if guaranteeing the
Obligations would require governmental (including regulatory) or third party consent, approval, license or authorization, (g) if
guaranteeing the Obligations could reasonably be expected to result in adverse tax consequences as reasonably determined by the
Borrower in consultation with the Administrative Agent, (h) any other Subsidiary with respect to which, in the reasonable judgment
of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee and/or granting a Lien in the Collateral
shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (i) any not-for-profit Subsidiaries, special
purpose vehicle or captive insurance subsidiary, (j) any Unrestricted Entities and (k) any Excluded Foreign Subsidiary or any Domestic
Subsidiary that is a direct or indirect Subsidiary of an Excluded Foreign Subsidiary.


 






    - 19 -


     


    

 


“Excluded
Taxes”: with respect to any Agent, any Lender (including the Issuing Lender) or Transferee, or any other recipient of
a payment made pursuant to a Loan Document, all: (a) net income Taxes, franchise or gross income Taxes (imposed in lieu of net
income Taxes) and U.S. branch profits Taxes, in each case, imposed as a result of a present or former connection between such
recipient and the jurisdiction of the Governmental Authority imposing such tax (other than any such connection arising solely
from such recipient’s having executed, delivered or performed its obligations or received a payment under, or enforced,
this Agreement or any other Loan Document), (b) any Taxes that are attributable to a failure to comply with Section 5.13(f) or
(g), (c)  any U.S. federal backup withholding under Section
3406 of the Code, (d) in the case of a Lender, U.S. federal withholding Taxes that are imposed on amounts payable to such Lender
pursuant to a Requirement of Law in effect on the date such Lender became a party hereto (other than pursuant to an assignment
request by the Borrower under Section 5.17), acquired a participation hereunder, or such Lender designated a new lending office
for its Loans hereunder, except to the extent that such withholding Taxes would be imposed (i) on amounts payable to such recipient’s
assignor (if any) (or, in the case of a Participant, the Lender selling participations to such Participant) and such Lender’s
assignor (or participating Lender) was entitled, at the time of assignment (or the sale of the participations), to receive additional
amounts from the Borrower or other Loan Party with respect to such Taxes pursuant to Section 5.13, or (ii) on amounts payable
to a Lender prior to a designation of a new lending office, and such Lender was entitled, at the time of such designation, to
receive additional amounts from the Borrower or other Loan Parties pursuant to Section 5.13, and (e) any United States federal
withholding Taxes imposed under FATCA.


 


“Existing Credit Agreement”:
as defined in the recitals hereto.


 


“Existing Credit Agreement Closing Date”: June 30, 2015.


 


“Existing Letters of Credit”:
the letters of credit described on Annex A.


 


“Existing Parks”: as defined in Section 6.22.


 


“Existing Tranche B Term Loan Lender”:
as defined in Section 12.18(b).


 


“Existing Tranche B Term Loans”: as defined in Section 12.18(b).


 


“Exiting
Lender”: as defined in Section 12.18(c).


 


“Extended Revolving Credit Commitment”:
as defined in Section 5.21(a)(i).


 


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


 


“Extending Revolving Credit Lender”: as defined in Section 5.21(a)(i).


 


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


 


“Extending Term Lender”:
as defined in Section 5.21(a)(ii).


 


“Extending Term Loans”: as defined in Section 5.21(a)(ii).


 


“Extension”:
as defined in Section 5.21(a).





 






    - 20 -


     


    

 


“Extension
Date”: as defined in Section 5.21(a)(i).


 


“Extension Offer”: as defined in Section 5.21(a).


 


“Extension
Series”: each series of Term Loans and Revolving Credit Commitments extended pursuant to Section 5.21.


 


“External
Cash Flow”: Reinvestment Deferred Amounts, any amounts reimbursed by a third party that is not the Borrower or its Subsidiaries
to the extent received in cash, amounts that are the Net Cash Proceeds of Indebtedness (other than Revolver Indebtedness), amounts
contributed to the capital of the Borrower or amounts from any other Investment in the Borrower.


 


“Facility”:
each of (a) the Tranche B Term Loan Commitments and the Tranche B Term Loans made thereunder (the “Tranche B Term Loan
Facility”), (b) each Incremental Series of Incremental Term Loans (each such Incremental Series, an “Incremental
Term Facility”), (c) each Extension Series of Extending Term Loans (each such Extension Series, an “Extending
Term Facility”), (d) each Refinancing Term Loan Series of Refinancing Term Loans (each such Refinancing Term Loan Series,
a “Refinancing Term Facility”), (e) the Original Revolving Credit Commitments and the extensions of credit
made thereunder (the “Original Revolving Credit Facility”), together with any additional Revolving Credit Commitments
made pursuant to Section 3.3 if the terms of such additional Revolving Credit Commitments are identical to the terms of the Original
Revolving Credit Commitments, (f) Revolving Credit Commitments established pursuant to Section 3.3 if the terms thereof are not
identical to the terms of the Original Revolving Credit Commitments (each such series of such Revolving Credit Commitments, an
 “Incremental Revolving Facility”), (g) each Extension Series of Revolving Credit Commitments (each such Extension
Series, an “Extended Revolving Credit Facility”) and (h) each Replacement Revolving Commitment Series of Replacement
Revolving Commitments (each such Replacement Revolving Commitments Series, a “Replacement Revolving Facility”).


 


“FATCA”:
Sections 1471 through 1474 of the Code, as of the date of this Agreement (and any amended or successor version that is substantively
comparable), any current or future regulations or official interpretations thereof and, for the avoidance of doubt, any intergovernmental
agreement entered into in respect of the foregoing.


 


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


 


“Financial
Covenants”: (a) from and after the Second Amendment Effective Date until the Secured
Leverage Restart Date, Section 9.2, (b) from and after the Secured Leverage Restart Date, Section 9.1 and until the earlier of
(x) December 31, 2021 and (y) the date on which the Designated Period ends, Section 9.2 and (c) thereafter, Section 9.1.


 


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





 






    - 21 -


     


    

 


“First
Amendment”: the First Amendment to Second Amended and Restated Credit Agreement, dated as of October 18, 2019, by and
among Holdings, the Parent, the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and the Lenders party
thereto.


 


“First
Amendment Effective Date”: the Effective Date (as defined in the First Amendment), which, for the avoidance of doubt,
is October 18, 2019.


 


“First
Incremental Amendment”: the First Incremental Amendment to Second Amended and Restated Credit Agreement, dated as of
April 8, 2020, by and among Holdings, Parent, the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and
the Incremental Revolving Lenders party thereto.


“Fixed-to-Floating Swap”: as
defined in Section 9.16.


 


“Flood
Certificate”: a “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and
any successor Governmental Authority performing a similar function.


 


“Flood
Program”: the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance
Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994, the Flood Insurance Reform
Act of 2004 and the Biggert-Waters Flood Insurance Reform Act of 2012, in each case as amended from time to time, and any successor
statutes.


 


“Flood
Zone”: areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time
to time, and any successor statute.


 


“Foreign Benefit Arrangement”:
as defined in Section 6.13(b).


 


“Foreign Casualty Event”: as defined in Section 5.5(e).


 


“Foreign Disposition”:
as defined in Section 5.5(e).


 


“Foreign
Parks”: those certain waterparks and theme parks owned as of the Second Amendment
Effective Date in Oaxtepec and Mexico City, Mexico, and Montreal, Canada.


 


“Foreign Plan”: as defined in
Section 6.13(b).


 


“Foreign Subsidiary”:
any Subsidiary of Parent that is not a Domestic Subsidiary. “Foreign Subsidiary Voting Stock”: the total
outstanding stock entitled to vote (within the meaning of Section 1.956-2(c) of the Treasury Regulations) of any Excluded
Foreign Subsidiary.


 


“FSHCO”:
any Domestic Subsidiary that does not own a material amount of assets other than the Capital Stock and Indebtedness of one or more
Foreign Subsidiaries.


 


“Funding
Office”: the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower
and the Lenders.





 






    - 22 -


     


    

 


“GAAP”:
generally accepted accounting principles in the United States of America as in effect from time to time; provided, however,
that, subject to Section 1.2 and Section 12.17, if the Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application
thereof (including through conforming changes made consistent with IFRS) on the operation of such provision (or if the Administrative
Agent notifies the 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 (including through conforming
changes made consistent with IFRS), then the Lenders and the Borrower will negotiate in good faith to amend such provisions with
the intent of having the respective positions of the Lenders and the Borrower after such change in GAAP conform as nearly as possible
to their respective positions as of the Closing Date and, until such amendments shall have become effective (or such notice has
been withdrawn), the calculations to be made under this Agreement shall be calculated as if no such change in GAAP has occurred.


 


“Governmental
Authority”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National
Association of Insurance Commissioners).


 


“Guarantee”:
a guarantee, an indorsement, a contingent agreement to purchase or to furnish funds for the payment or maintenance of, or otherwise
to be or become contingently liable under or with respect to, the Indebtedness, other obligations, net worth, working capital or
earnings of any Person, or a guarantee of the payment of dividends or other distributions upon the stock or equity interests of
any Person, or an agreement to purchase, sell or lease (as lessee or lessor) Property, products, materials, supplies or services
primarily for the purpose of enabling a debtor to make payment of such debtor’s obligations or an agreement to assure a creditor
against loss, and including, without limitation, causing a bank or other financial institution to issue a letter of credit or other
similar instrument for the benefit of another Person, but excluding endorsements for collection or deposit in the ordinary course
of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount
equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (b) the maximum
amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless
such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee shall be such guaranteeing person’s liability in respect thereof as determined
by the Borrower in good faith. The terms “Guarantee” and “Guaranteed” used as verbs have the correlative
meanings.


 


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


 


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





 






    - 23 -


     


    

 


“Hazardous
Material”: any chemical, waste, material or substance which is now or hereafter prohibited, limited or otherwise regulated
in any way under any Environmental Law, including without limitation any gasoline or petroleum (including without limitation crude
oil or any fraction thereof) or petroleum products, asbestos, polychlorinated biphenyls and urea formaldehyde insulation.


 


“Hedging
Agreement”: all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts
or similar arrangements entered into by Parent or any of its Subsidiaries providing for protection against fluctuations in interest
rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific
contingencies, or any “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. For avoidance of doubt,
Hedging Agreements shall include any interest rate swap or similar agreement that provides for the payment by Parent or any of
its Subsidiaries of amounts based upon a floating rate in exchange for receipt by Parent or such Subsidiary of amounts based upon
a fixed rate.


 


“Highest
Lawful Rate”: the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for,
charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under
such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable
laws now allow.


 


“Holdings”: as defined in the
preamble hereto.


 


“Immaterial
Subsidiary”: each Subsidiary of Parent that in the good faith judgment the Borrower, (i) the consolidated total
assets of which are less than 2.5% of the consolidated total assets of Parent and its Subsidiaries (based on the most recent
fiscal year for which financial statements have been furnished), provided, however, that the consolidated total assets
of all Immaterial Subsidiaries so designated shall be less than 7.5% of the consolidated total assets of Parent and its
Subsidiaries (based on the most recent fiscal year for which financial statements have been furnished) and (ii) the
consolidated revenues (other than revenues generated from transactions among Parent and its Subsidiaries or among such
Subsidiaries) of which are less than 2.5% of the consolidated revenues (other than revenues generated from transactions among
Parent and its Subsidiaries or among such Subsidiaries) of Parent and its Subsidiaries (based on the most recent fiscal year
for which financial statements have been furnished), provided, however, that the consolidated revenues (other than
revenues generated from transactions among Parent and its Subsidiaries or among such Subsidiaries) of all Immaterial
Subsidiaries so designated shall be less than 7.5% of the consolidated revenues (other than revenues generated from
transactions among Parent and its Subsidiaries or among such Subsidiaries) of Parent and its Subsidiaries (based on the most
recent fiscal year for which financial statements have been furnished). If at any time the individual or consolidated assets
or revenues of such individual Immaterial Subsidiary or all such Immaterial Subsidiaries, as applicable, shall have exceeded
the limits set forth in the immediately preceding sentence, then within 30 days (or such longer period as the Administrative
Agent may reasonably agree) after the date that Borrower in good faith makes such determination or, if later, financial
statements are delivered that show that Borrower is not in compliance with the limits set forth in the immediately preceding
sentence, the Borrower shall designate in writing to the Administrative Agent which Subsidiaries it will cause to be treated
as “Material Subsidiaries” and take the actions required under Section 8.6 (to the extent required thereby) with
respect to Subsidiaries that are not Excluded Subsidiaries (unless the Administrative Agent in its sole discretion elects in
writing to not require the Borrower to take such actions).


 






    - 24 -


     


    

 


“Inactive
Subsidiary”: any Subsidiary of Parent that (a) has aggregate assets with a value not in excess of $500,000, (b) conducts
no Business and (c) does not Guarantee any Indebtedness of Parent or any of its Subsidiaries.


 


“Increased
Amount Date”: the date on which Incremental Term Loans are borrowed pursuant to Section 2.4 and/or the date on which
the increase in Revolving Credit Commitments pursuant to Section 3.3 becomes effective.


 


“Incremental
Amendment”: an amendment to this Agreement among the Borrower, the Administrative Agent and the lenders providing Incremental
Term Loans and/or increased Revolving Credit Commitments on a particular Increased Amount Date.


 


“Incremental
Amount”: at any date of determination, (i) the sum of (a) $350,000,000
(the “Incremental Fixed Amount”)
less (ii) the sum of (a) any Incremental Term Loans made pursuant to Section 2.4 prior to such date, (b) any increase in
Revolving Credit Commitments pursuant to Section 3.3 prior to such date and (c) any Indebtedness incurred pursuant to Section
9.3(c) prior to such date, (together, the “Incremental Fixed Amount”), in
each case, made in reliance on the Incremental Fixed Amount, plus (iii) an unlimited amount
of Incremental Term Loans and/or any increase in Revolving Credit Commitments so long as, with respect to Incremental Term Loans
and Revolving Credit Commitments that are secured on and as of the date of the incurrence of such Incremental Term Loans or increase
in Revolving Credit Commitments on a Pro Forma Basis, the Senior Secured Leverage Ratio does not exceed 3.50 to 1.00, as of the
last day of the most recent Measurement Period (the “Incremental Incurrence Basket”) (assuming for purposes
of this calculation that the full committed amount of any increase in Revolving Credit Commitments then being incurred shall be
treated as outstanding for such purposes). Loans may be incurred under both the Incremental Fixed Amount and the Incremental Incurrence
Basket, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under
the Incremental Incurrence Basket and then calculating the incurrence under the Incremental Fixed Amount; provided that
if any Incremental Term Facility or Incremental Revolving Facility is unsecured, such Incremental Facility shall only be incurred
or implemented in reliance on the Incremental Fixed Amount and (x)
during the Designated Period, only to the extent that the Borrower is in compliance on a Pro Forma Basis with the applicable Financial
Covenants as of the latest Measurement Period (or with respect to Section 9.2, as of such date) and (y) on and after the date
that is the end of the Designated Period, only to the extent the Parent Consolidated Leverage Ratio does not
exceed 5.50 to 1.00 as of the last day of the most recently ended Measurement Period. Notwithstanding
anything to the contrary herein, during the Designated Period, any Incremental Term Facility, Incremental Revolving Facility and/or
Indebtedness incurred pursuant to Section 9.3(c) shall only be incurred utilizing the Incremental Fixed Amount. Notwithstanding
anything in this Agreement to the contrary, the Senior Secured Notes shall be deemed to have been incurred prior to the Designated
Period and shall have been incurred pursuant to the Incremental Incurrence Basket.


 


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





 






    - 25 -


     


    

 


“Incremental Revolving Lender”:
as defined in Section 3.3(d).


 


“Incremental Series”: as defined in Section 2.4(b).


 


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


 


“Incremental
Term Lender”: a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan (as defined in
Section 2.4(b)).


 


“Incremental
Term Loan Commitment”: the commitment of any lender, established pursuant to Section 2.4, to make Incremental Term Loans
to the Borrower.


 


“Incremental
Term Loans”: Term Loans made by one or more Lenders to the Borrower pursuant to Section 2.4.


 


“Indebtedness”:
for any Person, without duplication: (a) obligations created, issued or incurred by such Person for borrowed money (whether
by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or
agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the
deferred purchase or acquisition price of Property or services, other than (i) trade accounts payable (other than for
borrowed money) arising, and accrued expenses incurred, in the ordinary course of business and (ii) any earn-out obligation
until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after
becoming due and payable; (c) Indebtedness of others secured by a Lien on the Property of such Person, whether or not the
respective indebtedness so secured has been assumed by such Person; (d)  obligations of such Person in respect of
letters of credit or similar instruments issued and accepted by banks and other financial institutions for account of such
Person; (e) Capital Lease Obligations of such Person; (f) the liquidation value of all Disqualified Capital Stock of such
Person and (g) Indebtedness of the type described in clauses (a) through (f) of others Guaranteed by such Person; provided, however,
that the provision by Parent or any of its Subsidiaries of covenants, Guarantees and indemnities that are customary for
non-recourse financings (as determined by Parent in good faith) with respect to Indebtedness incurred by a Person that is not
a Subsidiary of Parent and that is otherwise non-recourse to Parent and its Subsidiaries shall not be deemed to be
Indebtedness. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a
general partner to the extent such Indebtedness is recourse, provided that if such Person’s liability for such
Indebtedness is contractually limited, only such Person’s share thereof shall be so included. The amount of
Indebtedness for any Person for purposes of clause (c) above shall be deemed equal to the lesser of (i) the aggregate unpaid
amount of such Indebtedness, and (ii) the fair market value of the Property encumbered thereby as determined in good faith by
such Person. Anything herein to the contrary notwithstanding, the following shall not constitute Indebtedness: (i)
obligations under Hedging Agreements, (ii) obligations in respect of any Indebtedness that has been defeased (either covenant
or legal) pursuant to the terms of the instrument creating or governing such Indebtedness and (iii) obligations under the
Partnership Parks Agreements.


 


“Indemnified Liabilities”: as
defined in Section 12.5.





 






    - 26 -


     


    

 


“Indemnified
Taxes”: (A) all Taxes (other than Excluded Taxes) imposed on or in respect of any payment made by or on account of any
Loan Party under any Loan Document and (B) Other Taxes.


 


“Indemnitee”: as defined in Section
12.5.


 


“Indentures”:
collectively, the Senior Note Indentures and any other indenture or other agreement pursuant to which Indebtedness of Parent, Holdings
or the Borrower may be outstanding at any time, in each case as amended, restated, amended and restated, refinanced, replaced,
extended, modified or further supplemented as permitted by this Agreement. (including,
without limitation, the Senior Secured Note Indenture).


 


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


 


“Intellectual
Property”: the collective reference to all rights, priorities and privileges in intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights and copyrightable works,
patents, inventions, discoveries and developments, trademarks, service marks, trade names, brand names, corporate names, domain
names, logos, trade dress and other source indicators and the goodwill of any business symbolized thereby, technology, all registrations
and applications related thereto, the right to obtain renewals, extensions, substitutions, continuations, continuations-in-part,
divisions , reissues, re-examinations or similar legal protections related thereto, and all rights to sue at law or in equity for
any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.


 


“Intercompany
Subordinated Note”: an Intercompany Subordinated Note substantially in the form of Exhibit N.


 


“Interest
Payment Date”: (a) as to any Base Rate Loan, the last day of each March, June, September and December to occur while
such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurocurrency Loan having an Interest Period of
three months or shorter, the last day of such Interest Period, (c) as to any Eurocurrency Loan having an Interest Period longer
than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and
the last day of such Interest Period and (d) as to any Loan (other than any Revolving Credit Loan and any Swing Line Loan), the
date of any repayment or prepayment made in respect thereof.


 






    - 27 -


     


    

 


“Interest
Period”: as to any Eurocurrency Loan, (a) initially, the period commencing on the borrowing or conversion date, as
the case may be, with respect to such Eurocurrency Loan and ending one, two, three or six months (or (i) to the extent
available to all applicable Lenders, twelve months or (ii) solely with respect to the period after the day that is one month
prior to the Revolving Facility Termination Date of a particular Facility or the Term Loan Maturity Date of a particular
Facility, one week or two weeks solely with respect to such Facility) thereafter, as selected by the Borrower in its notice
of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to such Eurocurrency Loan and ending one, two,
three or six months (or, to the extent available to all applicable Lenders, twelve months) thereafter, as selected by the
Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the
then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest
Periods are subject to the following:


 


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


 


(b) 
any Interest Period that would otherwise extend beyond the Revolving Facility Termination Date or the relevant Term Loan
Maturity Date, as the case may be, shall end on the Revolving Facility Termination Date or the relevant Term Loan Maturity Date,
as applicable; and


 


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


 


“Investment”:
for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of capital stock, bonds,
notes, debentures, partnership or other ownership interests or other securities of any other Person; (b) the making of any deposit
with, or advance, loan or other extension of credit to, any other Person, but excluding any such advance, loan or extension of
credit arising in connection with the sale of inventory, supplies or patron services by such Person in the ordinary course of business,
and excluding also any deposit made by such Person in the ordinary course of business of such Person or as an advance payment in
respect of a Capital Expenditure; (c) the entering into of any Guarantee of, or other contingent obligation with respect to, Indebtedness
or other liability of any other Person, other than any Guarantee under the Partnership Parks Agreements; provided, however,
that the provision by Parent or any of its Subsidiaries of covenants, Guarantees and indemnities that are customary for non-recourse
financings (as determined by Parent in good faith) with respect to Indebtedness incurred by a Person that is not a Subsidiary of
Parent and that is otherwise non-recourse to Parent and its Subsidiaries shall not be deemed an Investment; or (d) the entering
into of any Hedging Agreement. For purposes of this Agreement, the amount of any Investment shall be the original principal or
capital amount actually invested (and shall, if made by the transfer or exchange of property other than cash, be deemed to have
been made in an amount equal to the fair market value of such property (as determined in good faith by the Borrower) at the time
of investment), without adjustment for subsequent increases or decreases in the value of such Investment.


 


“Investment
Grade Rating”: a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent)
by S&P.


 


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





 






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“Issuing
Lender”: (a) with respect to the Existing Letters of Credit and subject to the L/C Commitment,
JPMorgan Chase Bank, N.A., and (b) with respect to Letters of Credit issued hereunder on or after the Closing Date, Wells Fargo
Bank, National Association, Bank of America,


N.A. or any other Revolving
Credit Lender from time to time designated by the Borrower as an Issuing Lender with the consent of such Revolving Credit Lender
and the Administrative Agent, or any of their respective affiliates, in each case in its capacity as issuer of any Letter of Credit.


 


“Joint
Bookrunners”: Wells Fargo Securities, LLC, Barclays Bank PLC, Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and HSBC Bank USA, National Association.


 


“Junior
Lien Intercreditor Agreement”: an intercreditor agreement executed by the Borrower, the Administrative Agent on behalf
of the Secured Parties, and one or more holders or agents in respect of one or more series of Indebtedness secured by the Collateral
on a basis junior to the Lien on the Collateral in favor of the Administrative Agent created by the Security Documents, in form
and substance reasonably satisfactory to the Administrative Agent and the Borrower.


 


“L/C Commitment”: $50,000,000.


 


“L/C
Fee Payment Date”: the last day of each March, June, September and December and the last day of the Revolving Facility
Commitment Period.


 


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


 


“L/C
Participants”: with respect to any Letter of Credit, the collective reference to all the Revolving Credit Lenders other
than the Issuing Lender that issued such Letter of Credit.


 


“Latest
Maturity Date”: at any time, the latest of the latest Term Loan Maturity Date and the latest Revolving Facility Termination
Date, in each case with respect to any then outstanding Facility.


 


“Leased
Park Entity”: any Subsidiary of Parent whose principal business is the leasing and/or subleasing and operation of
any theme park and/or water park and whose ability to grant Liens in its interests in any assets to secure the Obligations
would require third party consent, approval, license or authorization, which consent, approval, license or authorization has
not been obtained after such Subsidiary’s using commercially reasonable efforts to obtain such consent, approval,
license or authorization. On the Closing Date, the Leased Park Entities are: Six Flags Concord LLC, a California limited
liability company, Six Flags Frontier LLC, an Oklahoma limited liability company, Six Flags Darien LLC, a New York limited
liability company, Six Flags Phoenix LLC, an Arizona limited liability company, Six Flags Splashtown LLC, a Texas limited
liability company and Six Flags WW Bay LLC, an Oklahoma limited liability company.


 






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“Lender
Addendum”: (a) with respect to any Lender (except in its capacity as a Tranche B Term Loan Lender after the First Amendment
Effective Date), a Lender Addendum, substantially in the form of Exhibit J-1 or J-2, as applicable, executed and delivered by such
Lender in connection with this Agreement on the Closing Date and (b) with respect to any Lender in its capacity as a Tranche B
Term Loan Lender after the First Amendment Effective Date, a Lender Addendum (as defined in the First Amendment) to be executed
and delivered by such Tranche B Term Loan Lender on the First Amendment Effective Date as provided in the First Amendment.


 


“Lender Addendum (Cashless Roll)”:
as defined in Section 12.18(b).


 


“Lenders”: as defined in the preamble hereto.


 


“Letters of Credit”: as defined
in Section 4.1(a).


 


“Letter
of Credit Commitment”: (a) with respect to Wells Fargo Bank, National Association, in its capacity as an Issuing Lender,
53% of the L/C Commitment in effect on the Closing Date and (b) with respect to Bank of America, N.A., in its capacity as an Issuing
Lender, 47% of the L/C Commitment in effect on the Closing Date, in each case, or such other amount as the applicable Issuing Lender
and the Borrower shall agree.


 


“Lien”:
with respect to any Property, any mortgage, lien, pledge, charge, security interest or encumbrance having the effect of security
in respect of such Property. For purposes of this Agreement and the other Loan Documents, a Person shall be deemed to own subject
to a Lien any Property that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement (other than an operating lease) relating to such Property.


 


“Liquidity”:
as of any date of determination, the sum of (a) the aggregate amount of Unrestricted Cash and unrestricted cash
equivalents of Parent and its Subsidiaries at such date (provided that
cash and cash equivalents that would appear as “restricted” on a consolidated balance sheet solely because
such cash or cash equivalents are subject to a control agreement in favor of the Administrative Agent (or other Indebtedness
that is secured by a Lien on the Collateral along with the Liens in favor of the Administrative Agent) shall not constitute
restricted cash or restricted cash equivalents hereunder) plus (b) the Total Revolving Credit Commitments as of such
date, minus the Revolving Credit Exposure as of such date.


 


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


 


“Loan
Documents”: this Agreement, the Security Documents, the Applications and the Notes. For the avoidance of doubt, the term
 “Loan Documents” shall not be deemed to include any Specified Hedge Agreement, Hedging Agreement or Specified Cash
Management Agreement.


 


“Loan
Parties”: Parent, Holdings, the Borrower and each Subsidiary Guarantor; provided that any such Person shall
cease to be a Loan Party at the time such Person ceases to exist (including pursuant to a merger, consolidation, liquidation
or otherwise) or is Disposed of to a non-Loan Party or otherwise becomes or is deemed to be an Excluded Subsidiary, in each
case, to the extent permitted by this Agreement.


 






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“Mandatory Prepayment Date”:
as defined in Section 5.5.


 


“Margin Stock”: “margin
stock” within the meaning of Regulations T, U and X of the


Board.


 


“Material Adverse Effect”:
a material adverse effect on (a) the Business, Property or financial condition of Parent and its Subsidiaries taken as a
whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of
the Administrative Agent or the Lenders hereunder or thereunder.


 


“Material Subsidiary”:
any Subsidiary that is not an Immaterial Subsidiary.


 


“Measurement Period”: for any determination under
this Agreement, the four consecutive fiscal quarters of Parent or Borrower, as applicable, then last ended for which
financial statements are required to be delivered pursuant to Section 8.1(a) or (d).


 


“Minimum
Extension Condition”: as defined in Section 5.21(b).


 


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


 


“Mortgage
Amendment”: any amendment to an existing Mortgage executed and delivered by a duly authorized officer of each party to
such existing Mortgage and duly acknowledged, and in suitable form for recording or filing in the recording or filing office where
such existing Mortgage was recorded, together with (i) such other certificates, affidavits, questionnaires or returns as shall
be required in connection with the recording or filing thereof under applicable law and (ii) any other instruments necessary pursuant
to applicable laws, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent.


 


“Mortgaged
Properties”: (a) the Real Properties listed on Schedule 1.1(a), as to which the Administrative Agent for the benefit
of the Lenders has been granted a Lien pursuant to the Mortgages and (b) Real Property subject to a Mortgage that is delivered
after the Closing Date pursuant to the terms of this Agreement; provided, however, in no event shall “Mortgaged Properties”
include any Excluded Structure; provided, further, that such exclusion of Excluded Structures shall not exclude any
interests in any lands or other Real Property that are situated under, in or adjacent to any such Excluded Structure.


 


“Mortgages”:
each of the mortgages and deeds of trust encumbering the Mortgaged Properties made by the Loan Parties party thereto in favor of,
or for the benefit of, the Administrative Agent for the benefit of the Lenders and each Mortgage Amendment, in each case, in form
and substance reasonably satisfactory to the Administrative Agent, together with any other mortgages, deeds of trust or deeds to
secure debt made by any Loan Parties in accordance with Section 8.6(b) in favor of, or for the benefit of, the Administrative Agent
for the benefit of the Lenders in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, in each
case, as the same may be amended, amended and restated, extended, supplemented, substituted or otherwise modified from time to
time.


 






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“Multiemployer
Plan”: a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which Parent or any ERISA Affiliate has an obligation
to contribute.


 


“Net
Cash Flow from Partnership Parks”: shall be, on an aggregate basis commencing on January 1, 2015, and to the extent a
positive number, the amount of cash distributed by the Partnership Parks Entities to Parent, minus the amount of cash Investments
or loans made directly or indirectly by Parent and its Subsidiaries in or to the Partnership Parks Entities (except to the extent
such Investments or loans are made substantially contemporaneously with, and with the proceeds of, a Restricted Payment that reduces
Excess Cash Flow pursuant to clause (b)(v) of the definition thereof or that reduces the Available Amount pursuant to clause (viii)
of the definition thereof), minus the aggregate amount of Restricted Payments made in reliance on Section 9.6(l), minus
the aggregate amount of payments of senior unsecured Indebtedness of Parent made in reliance on clause (z) of Section 9.9(i).


 


“Net
Cash Proceeds”: (a) in connection with any Disposition, any Asset Sale or
any Recovery Event, the proceeds thereof received by Parent or any Subsidiary in the form of cash and Permitted Investments (including
any such proceeds received in such form by way of deferred payment of principal pursuant to a note or installment receivable or
purchase price adjustment receivable or otherwise, but only as and when received) of such Disposition,
Asset Sale or Recovery Event, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts
required to be applied to the repayment of Indebtedness and other obligations secured by a Lien expressly permitted hereunder on,
or amounts required to be paid under Capital Lease Obligations relating to, any asset which is the subject of such Disposition,
Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses
actually incurred in connection therewith and net of (i) Taxes paid or reasonably estimated to be payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing arrangements applicable to the transactions) and
(ii) any reserve for adjustment in respect of (A) the sale price of such asset or assets established in accordance with GAAP and
(B) any liabilities associated with such asset or assets retained by Parent or any of its Subsidiaries after such sale or other
disposition thereof and (b) in connection with any issuance or sale of debt securities or instruments or the incurrence of loans
or other Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking
fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in
connection therewith.


 


“New York Collateral”: as defined
in Section 12.7(a).


 


“Non-Consenting
Lender”: in the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a
departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or
amendment in question requires the agreement of all Lenders or all directly and adversely affected Lenders in accordance with
the terms of Section 12.1 or all the Lenders with respect to a certain class of Loans or Commitments and (iii) the Required
Lenders, as applicable, have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent,
waiver or amendment shall be deemed a “Non-Consenting Lender”.


 


“Non-Defaulting Lender”: at any
time, a Lender that is not a Defaulting Lender.


 






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“Non-Guarantor
Subsidiary”: any Subsidiary of the Borrower that is not a Subsidiary Guarantor.


 


“Non-U.S. Lender”: as defined
in Section 5.13(f)(i).


 


“Non-U.S. Participant”: a Participant
that is a Non-U.S. Person.


 


“Non-U.S.
Person”: a Person that is neither a citizen or resident of the United States of America, nor a corporation, partnership
or other entity created or organized in or under the laws of the United States of America (or any jurisdiction thereof), nor an
estate or trust that is subject to federal income taxation regardless of the source of its income.


 


“Note”: any promissory note evidencing
any Loan.


 


“Notice
of Actual EBITDA”: as defined in the definition of “Senior Secured Leverage Ratio”.


 


“Obligations”:
the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and
Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of any Loan
Party to the Administrative Agent, to any Lender or, in the case of Specified Hedge Agreements and Specified Cash Management Agreements,
to any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit,
any Specified Hedge Agreement, any Specified Cash Management Agreement or any other document made, delivered or given by any Loan
Party in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent or
to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided, that (a) subject to
Section 12.16(b), obligations of Parent, Holdings or the Borrower under any Specified Hedge Agreements or Specified Cash Management
Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the
other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted
by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements or Specified Cash Management
Agreements.


 


“OFAC”: the U.S. Department
of the Treasury’s Office of Foreign Assets Control.


 


“Operated Properties”: as defined in Section 6.17(a).


 


“Original
Revolving Credit Commitments”: the commitments of the Revolving Credit Lenders in effect as of the Closing Date to
fund Revolving Credit Loans pursuant to Section 3.1.


 


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


 






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“Other
Taxes”: any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to
this Agreement or any other Loan Document, except any such Taxes that are imposed by the jurisdictions described in clause (a)
of Excluded Taxes with respect to an assignment (other than an assignment made pursuant to Section 5.17).


 


“Parent”: as defined in the preamble
hereto.


 


“Parent Available Amount”: at
any time, the sum of, without duplication:


 


(i)     
the aggregate amount by which Indebtedness (other than any Indebtedness owed to any of its Subsidiaries) incurred by Parent,
Holdings or any of their respective Subsidiaries that are Subsidiary Guarantors (other than the Borrower and its Subsidiaries (collectively,
the “Borrower Group”)) (collectively, the “Parent Group”) subsequent after the Existing Credit
Agreement Closing Date and prior to such time is reduced on each of their respective balance sheets upon the conversion or exchange
into Qualified Capital Stock (less the amount of any cash, or the fair market value (as determined in good faith by the Borrower)
of assets distributed by the Parent Group upon such conversion or exchange); plus


 


(ii)   
if any Unrestricted Entity owned by a member of the Parent
Group (but not the Borrower Group) is redesignated by the Borrower as a Subsidiary, an amount equal to the fair market value (as
determined in good faith by the Borrower) of the Investment by the Parent Group in such Unrestricted Entity at the time of such
redesignation, provided, however, that the foregoing amount shall not exceed the amount of Investments made to any such
Unrestricted Entity prior to its redesignation following the Existing Credit Agreement Closing Date which reduced the Available
Amount, less amounts received by the Parent Group from such Unrestricted Entity that increased the Parent Available Amount pursuant
to clause (iii) below; plus


 


(iii)   
100% of any cash dividends and other cash distributions and the fair market value (as determined in good faith by the Borrower)
of property or assets other than cash received by the Parent Group from an Unrestricted Entity owned by the Parent Group (but not
the Borrower Group) since the Existing Credit Agreement Closing Date to the extent not included in Consolidated Net Income and
100% of the net proceeds received by the Parent Group from the sale of any such Unrestricted Entity; provided, however,
that the foregoing amount shall not exceed the amount of Investments made to any such Unrestricted Entity following the Existing
Credit Agreement Closing Date which reduced the Available Amount; plus


 


(iv)    to
the extent not included in clauses (i) through (iii) above, an amount equal to (A) the sum of payments in cash received by
the Parent Group following the Existing Credit Agreement Closing Date, interest on Indebtedness, dividends, or repayment of
loans or advances, or other transfers of property, in each case, received by the Parent Group (and not received by the
Borrower Group) in respect of any Investment pursuant to Section 9.8(v)(i) or (v)(ii) or (B) from the net cash proceeds from
the sale, conveyance, liquidation or other disposition of any Investment pursuant to Section 9.8(v)(i) or (v)(ii) received by
the Parent Group (and not received by the Borrower Group), minus;


 






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(v)    
(A) the aggregate amount of Restricted Payments made in reliance on Section 9.6(r), (B) the aggregate amount of Investments
made in reliance on Section 9.8(v)(ii) and (C) the aggregate amount of Indebtedness prepaid in reliance on Section 9.9(f)(ii).


 


“Parent
Consolidated Adjusted EBITDA”: for any period, the sum, for Parent and its Subsidiaries (determined on a consolidated
basis without duplication in accordance with GAAP), of the following:


 


(a)  Consolidated
Net Income of Parent and its Subsidiaries for such period excluding those amounts which, in the determination of Consolidated
Net Income for such period, have been added or deducted for (i) total interest expense and, to the extent not reflected in
such total interest expense, any losses on hedging or other derivative instruments, net of interest income and gains on such
hedging obligations, (ii) provisions for federal, state, local and foreign income tax, franchise taxes and similar taxes
imposed in lieu of income tax, (iii) depreciation and amortization expense (including, without limitation, amortization of
goodwill and other intangible assets) and any impairment of property, equipment, goodwill or other intangible assets, (iv)
restructuring charges, any effect of extraordinary, non-recurring or unusual gains or losses or expenses and curtailments or
modifications to pension and post-retirement employee benefit plans, provided that the amount of cash expenditures
added back as a result of this clause (iv) shall not exceed the greater of (x) $20,000,000 and (y) 5.0% of Parent
Consolidated Adjusted EBITDA in any four fiscal quarter period, (v) any net gains or losses of disposed, abandoned or
discontinued assets or operations except for income and expenses prior to disposition, (vi) any fees, expenses, commissions,
costs, premiums, debt extinguishment costs and other charges related to the Transactions and any securities offering,
Investment, acquisition, disposition or other similar transaction or the incurrence of Indebtedness permitted to be incurred
hereunder (including any amendment, extension, renewal, refinancing, repayment or replacement thereof), in each case whether
or not successful and whether or not consummated prior to, on, or after the Closing Date, (vii)(A) any net unrealized gain or
loss (after any offset) resulting in such period from obligations under any hedging obligations or other derivative
instruments and the application of Statement of Financial Accounting Standards No. 133 and (B) any net unrealized gain or
loss (after any offset) resulting in such period from currency translation, in each case to the extent not incurred in cash,
(viii) the Consolidated Net Income of any Person (adjusted for items (i) through (vii) of this paragraph (a)) to the extent
(A) attributable to interests held by third parties in Subsidiaries of Parent that are not wholly-owned by Parent or (B)
attributable to (I) interests in Persons accounted for under the equity method, (II) Unrestricted Entities, or (III) any
Person that is not a Subsidiary, except to the extent of the cash received by Parent or any of its Subsidiaries in respect of
such interests including management fees, and (ix) all other non-cash gains, losses or charges, plus


 






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(b) 
to the extent not included in the determination of Consolidated Net Income for such period, all proceeds of business interruption
insurance received during such period, plus


 


(c) 
the amount of cost savings and synergies (net of the amount of actual benefits realized during such period) projected by
Parent in good faith to be realized from actions taken or to be taken prior to or during the next four consecutive fiscal quarters
(which cost savings and synergies shall be added to Parent Consolidated Adjusted EBITDA as so projected until fully realized and
calculated on a Pro Forma Basis as though such cost savings and synergies had been realized on a “run rate” basis on
the first day of such period) as a result of a Permitted Acquisition, other Investment permitted by Section 9.8, or other Specified
Transaction or the implementation of an operational initiative or operational change or specific actions actually taken, initiated
or anticipated to be taken and identified; provided that a Responsible Officer of Parent shall have certified to the Administrative
Agent that such costs savings or synergies are reasonably identifiable, factually supportable and reasonably attributable to the
actions or initiatives to have been taken or are to be taken within the next four consecutive fiscal quarters from the date of
determination, setting forth calculations of any such pro forma adjustments supporting them in reasonable detail, plus


 


(d) 
any non-cash or stock-based compensation costs or expenses incurred by Parent or any of its Subsidiaries pursuant to any
management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription
or shareholder agreement, less any cash costs of such plans or agreements incurred during such period.


 


Calculations of Parent Consolidated
Adjusted EBITDA shall be as set forth on Exhibit B attached hereto.


 


Notwithstanding the foregoing
if, during any period for which Parent Consolidated Adjusted EBITDA is being determined, Parent or any of its Subsidiaries shall
have consummated any Specified Transaction of the type described in clause (a), (b) or (c) of the definition thereof then, for
all financial tests or ratios under this Agreement, Parent Consolidated Adjusted EBITDA shall be determined on a Pro Forma Basis.


 


“Parent
Consolidated Leverage Ratio”: as at any date, the ratio of (a) Consolidated Total Debt as at such date to (b) Parent
Consolidated Adjusted EBITDA for such Measurement Period.


 


“Parent Group”: as defined in
the definition of “Parent Available Amount”.


 


“Pari
Passu Intercreditor Agreement”: an intercreditor agreement executed by the Borrower, the Administrative Agent on behalf
of the Secured Parties (as defined in the Guarantee and Collateral Agreement) and one or more holders or agents in respect of one
or more series of pari passu Indebtedness secured by the Collateral, in form and substance reasonably satisfactory to the Administrative
Agent and the Borrower.


 


“Park”:
collectively, the Existing Parks and any other amusement or attraction park formed or acquired by any of Parent and its Subsidiaries
after the date hereof.


 






    - 36 -


     


    

 


“Participant”: as defined
in Section 12.6(c)(i).


 


“Participant Register”: as defined in Section 12.6(b)(iv).


 


“Partnership
Parks Agreements”: (a) the Overall Agreement, dated as of February 15, 1997, among Six Flags Fund, Ltd. (L.P.), Salkin
Family Trust, SFG, Inc., SFG-I, LLC, SFG-II, LLC, Six Flags Over Georgia, Ltd., SFOG II, Inc., SFOG II Employee, Inc., SFOG Acquisition
A, Inc., SFOG Acquisition B, L.L.C., Six Flags Over Georgia, Inc., Six Flags Services of Georgia, Inc., the Borrower and Six Flags
Entertainment Corporation and the Related Agreements (as defined therein), (b) the Overall Agreement dated as of November 24, 1997
among Six Flags Over Texas Fund, Ltd., Flags’ Directors, L.L.C., FD-II, L.L.C., Texas Flags, Ltd., SFOT Employee, Inc., SFOT
Acquisition I, Inc., SFOT Acquisition II, Inc., Six Flags Over Texas, Inc., the Borrower and Six Flags Entertainment Corporation,
as amended by the Agreement dated as of December 6, 1999 between and among the foregoing parties and Six Flags Fund II, Ltd., and
the Related Agreements (as defined therein), and (c) the Subordinated Indemnity Agreement, and each related agreement entered into
in connection therewith (including, without limitation, the Beneficial Share Assignment Agreement, the Subordinated Indemnity Escrow
Agreement, and the Acquisition Company Liquidity Agreement dated as of December 8, 2006 by and among Parent, Holdings, Borrower,
GP Holdings, Inc., SFOG II, Inc., SFT Holdings, Inc., Time Warner Inc., TW-SPV Co., Warner Bros. Entertainment Inc. (as successor
to Time Warner Entertainment Company, L.P.), the Acquisition Parties, SFOG Acquisition A Holdings, Inc., SFOG Acquisition B Holdings,
Inc., SFOT Acquisition I Holdings, Inc. and SFOT Acquisition II Holdings, Inc.), in each case, as the same may be modified or amended
at any time from time to time, provided such modification or amendment does not violate Section 9.14.


 


“Partnership
Parks Entities”: (i) Six Flags Over Georgia II, L.P., a Delaware limited partnership, Texas Flags, Ltd., a Texas limited
partnership, GP Holdings Inc., a Delaware corporation, SFOT Acquisition I Holdings, Inc., a Delaware corporation, SFOT Acquisition
II Holdings, Inc., a Delaware corporation, SFOG Acquisition A Holdings, Inc., a Delaware corporation, SFOG Acquisition B Holdings,
Inc., a Delaware corporation, Six Flags Over Georgia, Inc., a Delaware corporation, and the Acquisition Parties, (ii) any of their
respective Subsidiaries and (iii) any other Person in which Parent owns any Capital Stock, directly or indirectly, that is formed
with one of its purposes being to hold Capital Stock in the entities described in clauses (i) or (ii) above, directly or indirectly.


 


“Partnership
Parks Lien”: a Lien on the Capital Stock issued by or owned by a Partnership Parks Entity, any Lien on Indebtedness owed
by or to a Partnership Parks Entity, any Lien on any management fee owed by or to a Partnership Parks Entity, or a Lien on a material
portion of the assets of the Partnership Parks Entities, taken as a whole.


 


“Payment Amount”: as defined
in Section 4.5.


 


“Payment
Office”: the office specified from time to time by the Administrative Agent as its payment office by notice to the Borrower
and the Lenders.


 


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


 






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“Permitted Acquisition”: as defined
in Section 9.5(e)(i).


 


“Permitted
Holders”: any fund affiliated with H Partners Management LLC, Janus Henderson Group plc, BlackRock, Inc. or Capital Research
Global Investors.


 


“Permitted
Investments”: (a) Dollars; (b)(i) Pounds Sterling or Euros or (ii) in the case of any Foreign Subsidiary, such local
currencies held by it from time to time in the ordinary course of business; (c) securities issued or directly and fully and unconditionally
guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally
guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;
(d) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or
foreign commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or
the Dollar equivalent as of the date of determination) in the case of non-U.S. banks; (e) repurchase obligations for underlying
securities of the types described in clauses (c), (d) and (h) entered into with any financial institution meeting the qualifications
specified in clause (d) above; (f) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each
case maturing within 24 months after the date of creation thereof and Indebtedness or preferred stock issued by Persons with a
rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months
or less from the date of acquisition; (g) marketable short-term money market and similar securities having a rating of at least
P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating
such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower) and
in each case maturing within 24 months after the date of creation or acquisition thereof; (h) readily marketable direct obligations
issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having
an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;
(i) readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality
thereof, in each case having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less
from the date of acquisition; (j) Investments with average maturities of 12 months or less from the date of acquisition in money
market funds; (k) investment funds investing 90% of their assets in securities of the types described in clauses (a) through (j)
above; and (l) in the case of Foreign Subsidiaries, substantially similar investments to those set forth in clauses (a) through
(k) above denominated in foreign currencies, provided that references to the United States of America (or any agency or
instrumentality thereof) shall be deemed to mean foreign countries having a sovereign rating of “A” or better from
either S&P or Moody’s (or another nationally recognized statistical rating agency selected by the Borrower and reasonably
acceptable to the Administrative Agent).


 


“Permitted Liens”: as defined
in Section 9.4.


 


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


 






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“Plan”:
an employee benefit plan (within the meaning of Section 3(3) of ERISA, and that is subject to ERISA) and in respect of which Parent
or, solely with respect to any such plan subject to Title IV of ERISA, any ERISA Affiliate is (or if such Plan were terminated,
would under Section 4062 or Section 4069 of ERISA be deemed to be) an employer as defined in Section 3(5) of ERISA, but other than
any Multiemployer Plan or Foreign Plan or Foreign Benefit Arrangement.


 


“Platform”: as defined in Section
7.1(f).


 


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


 


“Prime
Rate”: the rate of interest per annum publicly announced from time to time by Wells Fargo Bank, National Association
as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such
prime rate occurs. The parties hereto acknowledge that the rate announced publicly by Wells Fargo Bank, National Association as
its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other
banks.


 


“Pro
Forma Basis” or “Pro Forma Effect”: with respect to compliance with any financial test or ratio hereunder
(including any incurrence test) in respect of a Specified Transaction that occurred after the commencement of the relevant Measurement
Period and prior to or substantially simultaneous with the event for which such financial test or ratio is being calculated, including
(to the extent such adjustments would have been observed during such Measurement Period if the Specified Transaction had occurred
on the first date thereof) pro forma adjustments arising out of events which are attributable to the applicable acquisition or
investment, Specified Transaction or any operational initiative or operational change that are reasonably identifiable and factually
supportable and such other adjustments as are determined in accordance with the definition of Parent Consolidated Adjusted EBITDA,
in each case as certified on behalf of Parent by a Responsible Officer, and assuming any Indebtedness (excluding normal fluctuations
in revolving Indebtedness incurred for working capital purposes, in each case not to finance any Specified Transaction) incurred
or repaid in connection therewith, had been consummated and incurred or repaid at the beginning of such period.


 


“Pro
Forma Compliance Certificate”: a certificate of a Responsible Officer of Parent setting forth in reasonable detail computations
necessary to show that the Loan Parties would have been in compliance with Section 9.1 as at December 31, 2018, giving pro forma
effect to the Loans to be made on the Closing Date and the use of proceeds thereof, and the payment of fees and expenses in connection
with the foregoing, as if such events had occurred on December 31, 2018.


 


“Property”:
any right or interest in or to property of any kind whatsoever, whether Real Property, personal or mixed and whether tangible or
intangible, including, without limitation, Capital Stock.


 


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


 


“Purchase
Money Indebtedness”: (a) Indebtedness consisting of the deferred purchase price of Property, conditional sale or
other obligations under any title retention agreement, installment sales and other purchase money obligations, in each case
where the maturity of such Indebtedness does not exceed the anticipated useful life of the Property being financed, and (b)
Indebtedness incurred to finance the acquisition of Property (including Acquisitions), including additions and improvements; provided, however,
that any Lien arising in connection with any such Indebtedness shall be limited to the specified asset being financed (or
replacement items) or, in the case of Real Property, the Real Property on which such asset is attached; and provided
further, that such Indebtedness is incurred within 180 days after such acquisition, addition or improvement by the
Borrower or a Subsidiary of such asset.


 






    - 39 -


     


    

 


“Put
Related Debt Incurrence”: an incurrence by the Borrower of Indebtedness (other than Revolver Indebtedness) to fund the
purchase of limited partnership units under the Partnership Parks Agreements.


 


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


 


“Qualified
Counterparty”: with respect to any Specified Hedge Agreement or any Specified Cash Management Agreement, any
counterparty thereto that (a) was an Arranger, an Agent, a Lender or an affiliate of an Arranger, an Agent or a Lender at the
time such Specified Hedge Agreement or such Specified Cash Management Agreement was entered into and (b) has delivered to the
Administrative Agent a writing signed by both such counterparty and the Borrower at any time (i) that advises the
Administrative Agent of the existence of such agreement, (ii) pursuant to which such counterparty agrees that the
Administrative Agent is entitled to act as its agent pursuant to the terms of this Agreement and the other Loan Documents,
(iii) that advises the Administrative Agent whether it is authorized to release the Collateral and the guarantees when all
Obligations (other than contingent indemnification obligations, Specified Hedge Agreements and Specified Cash Management
Agreements subject to the treatment of Letters of Credit as set forth in Section 12.16(b)) are paid in full without any
requirement that the Qualified Counterparty in respect of the relevant Specified Hedge Agreement provide notification to the
Administrative Agent that the Qualified Counterparty must have first received a substitute Lien and/or substitute guarantee
or other collateral satisfactory to such Qualified Counterparty and (iv) pursuant to which the counterparty acknowledges that
it has read and understands the definition of “Obligations” and Section 12.16. For the avoidance of doubt, if any
Arranger, any Agent or any Lender or any affiliate thereof ceases to be an Arranger, an Agent or a Lender hereunder (the
 “Cessation Date”), then any current or future obligations in respect of any Specified Hedge Agreements or
any Specified Cash Management Agreements entered into prior to the Cessation Date with respect to such Arranger, Agent,
Lender or affiliate of the foregoing shall continue to constitute Obligations hereunder and such Arranger, Agent, Lender or
affiliate thereof shall continue to constitute a Qualified Counterparty hereunder.


 


“Qualifying Bids”: as
defined in Section 5.19(c).


 


“Qualifying Lender”: as defined in Section 5.19(d).


 


“Real
Properties”: all right, title and interest in and to any and all parcels of or interests in real property, including
the easements, hereditaments and appurtenances relating thereto and the improvements thereon, owned by, or leased by, Parent, Holdings,
the Borrower or their respective Subsidiaries.





 






    - 40 -


     


    

 


“Recovery
Event”: any settlement of or payment in excess of $15,000,000 in respect of any Property or casualty insurance claim
or any condemnation proceeding relating to any Property of Borrower or any of its Subsidiaries.


 


“Refinance”: as defined in Section
2.5(a).


 


“Refinancing Effective Date”:
as defined in Section 2.5(a).


 


“Refinancing
Expenses”: with respect to any Refinancing of any Indebtedness or any amendment, modification, refunding, renewal or
restructuring thereof, accrued and unpaid interest (or dividends) and premium thereon plus other reasonable amounts paid and fees
and expenses incurred in connection therewith.


 


“Refinancing
Notes”: first priority senior secured notes, junior lien secured notes and/or unsecured notes, in each case issued pursuant
to an indenture, note purchase agreement or other agreement and in lieu of Refinancing Term Loans; provided that each of
the following conditions is satisfied:


 


(a) 
(i) if the Refinancing Notes are pari passu with the Term Loans being Refinanced by such Refinancing Notes, such Refinancing
Notes shall not mature, do not have scheduled amortization or payments of principal, and are not subject to mandatory redemption,
repurchase, prepayment or sinking fund obligations (except customary asset sale or change of control provisions and AHYDO payments),
in each case prior to the latest Term Loan Maturity Date of the Term Loans being Refinanced and (ii) if the Refinancing Notes are
secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Refinancing
Notes shall not mature, do not have scheduled amortization or payments of principal, and are not subject to mandatory redemption,
repurchase, prepayment or sinking fund obligations (except customary asset sale or change of control provisions and AHYDO payments),
in each case prior to the date that is 90 days after the Latest Maturity Date of the Term Loans being Refinanced;


 


(b) 
if secured, such Refinancing Notes are not secured by liens on the assets of Parent or any of its Subsidiaries, other than
assets constituting Collateral;


 


(c)  no
Subsidiary is a guarantor with respect to such Refinancing Notes unless such Subsidiary is a Subsidiary Guarantor which is
guaranteeing (or substantially concurrently with the incurrence of the Refinancing Notes will guarantee) the Obligations, and
any Unrestricted Entity is an unrestricted entity (or substantive equivalent) under such Refinancing Notes;


 


(d) 
such Refinancing Notes may not be in an amount greater than the aggregate principal amount of the Term Loans being Refinanced
plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions and expenses incurred in
connection with the Refinancing Notes; provided that nothing in this clause (d) shall limit the ability of the Borrower
to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional
Indebtedness is otherwise permitted pursuant to the terms of this Agreement;


 






    - 41 -


     


    

 


(e) 
(i) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security
Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as
may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Refinancing
Notes with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall
have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative
Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor
Agreement if reasonably requested by the Administrative Agent and (ii) if secured on a junior lien basis with the other Obligations,
all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (with
such differences as are reasonably satisfactory to the Administrative Agent), the Borrower shall have delivered such other documents
(including the Junior Lien Intercreditor Agreement) in connection therewith as may be reasonably requested by the Administrative
Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Junior Lien Intercreditor
Agreement if reasonably requested by the Administrative Agent;


 


(f) 
such Refinancing Notes do not contain financial maintenance covenants in any way more restrictive than those set forth in
this Agreement, except for covenants applicable only to periods after the Latest Maturity Date at the time of incurrence of such
Indebtedness or to the extent that such financial maintenance covenant (or any material modification thereto) is also added for
the benefit of any corresponding existing Facility;


 


(g) 
subject to the foregoing, all other terms applicable to the Refinancing Notes (other than provisions relating to original
issue discount, fees, premium and interest rates and optional prepayments or redemption terms which shall be as agreed between
the Borrower and the lenders providing such Refinancing Notes) shall reflect market terms at the time of issuance; and


 


(h) 
all of the Net Cash Proceeds of the Refinancing Notes shall be applied substantially concurrently with the incurrence thereof
solely to the pro rata repayment of the Term Loans of the relevant Facility or Facilities being Refinanced.


 


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


 


“Refinancing Term Lender”: as
defined in Section 2.5(b).


 


“Refinancing Term Loan Amendment”:
as defined in Section 2.5(c).


 


“Refinancing Term Loans”: as
defined in Section 2.5(a).


 


“Refinancing Term Loan Series”:
as defined in Section 2.5(b).


 


“Refunded Swing Line Loans”:
as defined in Section 4.10(b).





 






    - 42 -


     


    

 


“Refunding Date”: as defined
in Section 4.10(c).


 


“Register”: as defined in Section 12.6(b)(iv).


 


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


 


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


 


“Reimbursement
Obligation”: the obligation of the Borrower to reimburse each Issuing Lender pursuant to Section 4.5 for amounts drawn
under Letters of Credit issued by such Issuing Lender for the account of the Borrower.


 


“Reinvestment
Deferred Amount”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by the Borrower or
any of its Subsidiaries in connection therewith that, as a result of the delivery of a Reinvestment Notice, are not applied to
repay the Loans pursuant to Section 5.5(b).


 


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


 


“Reinvestment
Notice”: a written notice executed by a Responsible Officer of Holdings or the Borrower stating that no Event of Default
has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all
or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire, restore or reconstruct assets used
or useful in its business (including for Permitted Acquisitions).


 


“Reinvestment
Prepayment Amount”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended prior to the relevant Reinvestment Prepayment Date to acquire, restore, or reconstruct assets used or useful in
the business of the Borrower and its Subsidiaries (including for Permitted Acquisitions).


 


“Reinvestment Prepayment
Date”: with respect to any Reinvestment Event, the earlier of (a) the date occurring one year after such
Reinvestment Event (or, if all or any portion of the Reinvestment Deferred Amount is not used within one year of such
Reinvestment Date, but is contractually committed within 12 months of such Reinvestment Event to be so used or an executed
letter of intent is in place within 12 months of such Reinvestment Event, then within 18 months of such Reinvestment Event)
and (b) within five Business Days after the date on which the Borrower shall have determined not to, or shall have otherwise
ceased to, acquire, restore or reconstruct assets used or useful in the business of Parent and its Subsidiaries (including
for Permitted Acquisitions) with all or any portion of the relevant Reinvestment Deferred Amount.


 


“Rejection Notice”: as defined
in Section 5.11(d).


 


“Related
Transactions”: the (i) the entering into of the waiver and consent agreement with respect to the Partnership Parks Agreements
and (ii) payment of fees and expenses in connection with any of the foregoing.


 






    - 43 -


     


    

 


“Release”:
any release, threatened release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching
or migration into the environment, including, without limitation, the movement of Hazardous Materials through ambient air, soil,
surface water, ground water, wetlands, land or subsurface strata that violates or creates any liability under any Environmental
Law.


 


“Replacement
Amendment”: the Replacement Revolving Facility Amendment to Second Amended and Restated Credit Agreement, dated as of
April 8, 2020, by and among Holdings, Parent, the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and
the Replacement Revolving Lenders party thereto.


 


“Replacement
Borrower Consolidated Adjusted EBITDA Amount”: as defined in the definition of “Senior Secured Leverage Ratio”.


 


“Replacement
Quarter”: as defined in the definition of “Senior Secured Leverage Ratio”.


 


“Replacement Rate”:
as defined in Section 5.10(b).


 


“Replacement Revolving Commitment
Series”: as defined in Section 3.4(b).


 


“Replacement Revolving Commitments”: as defined in Section
3.4(a).


 


“Replacement Revolving Credit Effective Date”: as defined in Section 3.4(a).


 


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


 


“Replacement Revolving Facility Amendment”:
as defined in Section 3.4(c).


 


“Replacement Revolving Lender”: as defined in Section 3.4(b).


 


“Reply Amount”: as defined
in Section 5.19(b).


 


“Reply Date”: as defined in Section 5.19(a).


 


“Reply Discount”: as defined
in Section 5.19(b).


 


“Reportable
Event”: any of the events set forth in Section 4043(c) of ERISA and the regulations issued thereunder, with respect to
a Single Employer Plan, as to which the PBGC has not waived the notice requirement by regulation.


 


“Repricing
Transaction”: (a) any prepayment of the Tranche B Term Loans using proceeds of Indebtedness incurred by the
Borrower from a substantially concurrent incurrence of syndicated term loans under any credit facility (including but not
limited to Refinancing Term Loans) for which the Effective Yield thereon on the date of such prepayment is lower than the
Effective Yield on the First Amendment Effective Date for the Tranche B Term Loans or (b) any repricing of the Tranche B Term
Loans pursuant to an amendment hereto relating to the Applicable Margin or interest rate floors including in the definition
of Base Rate or Eurocurrency Rate that result in any of the foregoing on the date of such amendment being lower than such
amounts for the Tranche B Term Loans on the First Amendment Effective Date; provided that notwithstanding the
foregoing, it shall not be a “Repricing Transaction” under this Agreement if any of the transactions set forth in
clause (a) or clause (b) above occur in connection with a transaction contemplated by Section 10(l)(i) or Section 10(l)(ii)
of this Agreement or a Transformative Acquisition.


 






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“Required
Lenders”: at any time, the Lenders (other than Defaulting Lenders) holding more than 50% of the sum of (a) the aggregate
unpaid principal amount of the Term Loans then outstanding and (b) the Total Revolving Credit Commitments (excluding the amount
of Revolving Credit Commitments held by Defaulting Lenders) then in effect or, if the Revolving Credit Commitments have been terminated,
the Total Revolving Extensions of Credit (excluding the amount of Revolving Extensions of Credit held by Defaulting Lenders) then
outstanding.


 


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


 


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


 


“Responsible
Officer”: as to any Person, the chief executive officer, president, chief financial officer, senior vice president or
treasurer or assistant treasurer, or general counsel or assistant general counsel, of such Person, but in any event, with respect
to financial matters, the chief financial officer, senior vice president-finance or treasurer of such Person.


 


“Restricted
Payment”: dividends (in cash, Property or obligations) on, or other payments or distributions on account of, or the setting
apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition of, any
shares of any Capital Stock of Parent, Holdings or the Borrower or of any warrants, options or other rights to acquire the same,
excluding dividends payable by any of Parent, Holdings, or the Borrower or any Subsidiary solely in its own Qualified Capital Stock.


 


“Retained Declined Proceeds”:
as defined in Section 5.11(d).


 


“Return Bid”: as defined in Section
5.19(b).


 


“Revolver
Indebtedness”: Indebtedness of the Borrower in respect of Revolving Credit Loans and Swing Line Loans.


 


“Revolving
Credit Commitment”: as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Loans and
participate in Swing Line Loans and Letters of Credit, if applicable, in an aggregate principal and/or face amount not to
exceed the amount set forth under the heading “Revolving Credit Commitment” opposite such Lender’s name on
Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Acceptance,
Incremental Amendment or Replacement Revolving Facility Amendment pursuant to which such Lender became a party hereto, as the
same may be changed from time to time pursuant to the terms hereof, and shall include, for the avoidance of doubt, Original
Revolving Credit Commitments, increases in the Revolving Credit Commitments pursuant to Section 3.3, if any, Replacement
Revolving Facility Commitments, if any and Extended Revolving Credit Commitments, if any. As of the Closing Date, the
aggregate amount of the Total Revolving Credit Commitments (comprising solely Original Revolving Credit Commitments) is
$350,000,000.1


 






    - 45 -


     


    

 






“Revolving Credit Exposure”:
as defined in Section 5.5(f).


 


“Revolving Credit Facility”:
as defined in the definition of “Facility” in this Section 1.1.


 


“Revolving Credit Lender”: each
Lender that has a Revolving Credit Commitment or that


is the holder of Revolving Credit Loans.


 


“Revolving
Credit Loans”: as defined in Section 3.1, and shall include, for the avoidance of doubt, revolving loans made pursuant
to any of the Revolving Credit Commitments.


 


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


 


“Revolving
Extensions of Credit”: as to any Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate
principal amount of Revolving Credit Loans, (b) such Lender’s Revolving Credit Percentage of the aggregate principal amount
of Swing Line Loans then outstanding plus (c) such Lender’s Revolving Credit Percentage of the L/C Obligations then
outstanding.


 


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


 


“Revolving
Facility Termination Date”: April 17, 2024; provided that (i) any reference to Revolving Facility Termination
Date with respect to any Extended Revolving Credit Facility shall be the final maturity date as specified in the applicable Extension
Offer and (ii) any reference to Revolving Facility Termination Date with respect to any Replacement Revolving Facility shall be
the final maturity date as specified in the Replacement Revolving Facility Amendment.


 


“RP
Eligible Proceeds”: Net Cash Proceeds from Dispositions permitted under Sections 9.5(c)(ii), 9.5(c)(vi), 9.5(c)(vii),
9.5(c)(viii), 9.5(c)(xiii), 9.5(c)(xvii), 9.5(c)(xviii) and 9.5(c)(xix).


 


“RP Trigger Ratio”: a ratio of
5.25 to 1.00.


 





 



 


1
NTD: On April 8, 2020, the Total Revolving Credit Commitments were increased to $481,000,000.


 






    - 46 -


     


    

 


“S&P”:
Standard & Poor’s Ratings Services, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.


 


“Sanctioned
Country”: a country or territory which is itself the subject or target of comprehensive Sanctions.


 


“Sanctioned
Person”: (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S.
Department of State, or by the United Nations Security Council, the European Union, any European Union Member state or Her
Majesty’s Treasury of the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country or (c)   any
Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).


 


“Sanctions”:
any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government,
including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European
Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.


 


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


 


 “Second Amendment”: the Second Amendment to Second Amended and Restated Credit Agreement, dated as of April 22, 2020,by and among Holdings, the Parent, the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and the Lenders
party thereto.


 


 “Second Amendment Effective Date”: the Effective Date (as defined in the Second Amendment), which, for the avoidance
of doubt, is April 22, 2020.


 


 “Secured Leverage Restart Date”: the date on which a certificate from a Responsible Officer of Parent is required to
be delivered pursuant to Section 8.1(f) with respect to the fiscal quarter ending March 31, 2021.


 


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


 


“Security
Documents”: the collective reference to the Guarantee and Collateral Agreement (and all assumptions thereof), the Mortgages
and all other security documents which shall have been delivered on or prior to the Closing Date, or are hereafter delivered to
the Administrative Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party
under any Loan Document, as the same have been, and on and after the Closing Date shall be modified, amended, amended and restated,
restated or supplemented in accordance herewith.


 


“Senior
Note Indentures”: (a) the Indenture, dated as of June 16, 2016, by and among Parent, the guarantors party thereto
and U.S. Bank National Association, as trustee and (b) the Indenture, dated as of April 13, 2017, by and among Parent, the
guarantors party thereto and U.S. Bank National Association, as trustee, in each case, as the same may be amended, restated,
amended and restated, refinanced, replaced, extended, modified or further supplemented from time to time in accordance with
the terms of this Agreement.


 






    - 47 -


     


    

 


“Senior
Notes”: (a) the $1,000,000,000 aggregate principal amount of senior unsecured notes due July 31, 2024, issued by Parent
and (b) the $500,000,000 aggregate principal amount of senior unsecured notes due April 15, 2027, issued by Parent.


 


“Senior
Secured Debt”: as at the last day of any Measurement Period, the sum of (a) the aggregate outstanding principal amount
of all Indebtedness (other than Revolver Indebtedness and the undrawn portion of any outstanding letters of credit) of the Borrower
and its Subsidiaries hereunder or that otherwise is secured by property or assets of the Borrower and its Subsidiaries and that
would, in conformity with GAAP, be set forth on the balance sheet of the Borrower and its Subsidiaries on such date (determined
on a consolidated basis without duplication in accordance with GAAP), plus (b) the average of the amounts of Revolver Indebtedness
outstanding on such last day and on the last day of each of the three immediately preceding fiscal quarters less (c) the
aggregate amount of Unrestricted Cash and unrestricted cash equivalents of the Borrower and its Subsidiaries on such last day in
an aggregate amount not to exceed $50.0 million, in each case, set forth on the balance sheet of Parent and its Subsidiaries on
the applicable date.


 


“Senior
Secured Leverage Ratio”: as at any date, the ratio of (a) Senior Secured Debt as at such date to (b) Borrower
Consolidated Adjusted EBITDA for the Measurement Period most recently ended prior to such date. 
For the purposes of the Senior Secured Leverage Ratio, in calculating Borrower Consolidated Adjusted EBITDA for the
Measurement Periods ending March 31, 2021, June 30, 2021, and September 30, 2021, (x) the Borrower Consolidated Adjusted
EBITDA for the fiscal quarter period ending June 30, 2020, shall be deemed to be $157,901,000 , (y) the Borrower Consolidated
Adjusted EBITDA for the fiscal quarter period ending September 30, 2020, shall be deemed to be $281,079,000 and (z) the
Borrower Consolidated Adjusted EBITDA for the fiscal quarter period ending December 31, 2020, shall be deemed to be $41,959,000
(each quarter ending June 30, 2020, September 30, 2020, and December 31, 2020, a “Replacement
Quarter” and such deemed Borrower Consolidated Adjusted EBITDA, a “Replacement
Borrower Consolidated Adjusted EBITDA Amount”); provided that, the Borrower may elect by one-time written notice
to the Administrative Agent (such written notice, the “Notice of Actual EBITDA”) to calculate Borrower
Consolidated Adjusted EBITDA for purposes of the Senior Secured Leverage Ratio in respect of all Replacement Quarters and all
subsequent fiscal- quarter periods with actual Borrower Consolidated Adjusted EBITDA for the entire applicable Measurement
Period. For the avoidance of doubt, (i) the Notice of Actual EBITDA may only be delivered by the Borrower one time and shall
be delivered concurrently with the delivery of a certificate of a Responsible Officer of Parent required to be delivered
under Section 8.1(f), (ii) the Borrower Consolidated Adjusted EBITDA for purposes of calculating the Senior Secured Leverage
Ratio included in such certificate under Section 8.1(f) must be the actual Borrower Consolidated Adjusted EBITDA for the
entire Measurement Period included in such calculation of the Senior Secured Leverage Ratio and (iii) from and after the date
that the Borrower delivers a Notice of Actual EBITDA, all calculations of Borrower Consolidated Adjusted EBITDA shall be made
without the inclusion of any Replacement Borrower Consolidated Adjusted EBITDA Amount.


 






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“Senior Secured Note Indenture”: with respect to the Senior Secured Notes, the Indenture , by and among the Borrower, as issuer,
Parent, the other guarantors from time to time party thereto and U.S. Bank National Association, as trustee and as collateral agent,
as the same may be amended, restated, amended and restated, refinanced, replaced, extended, modified or further supplemented from
time to time in accordance with the terms of this Agreement.


 


“Senior
Secured Notes”: the $725,000,000 aggregate principal amount of 7.000% senior secured notes contemplated to
be issued by the Borrower.


 


“Series
B Replacement Revolving Commitments”: the Replacement Revolving Commitments established pursuant to the Replacement Amendment.
For the avoidance of doubt, the Series B Replacement Revolving Commitments constitute Revolving Credit Commitments and Commitments
for all purposes.


 


“Shared
Services Agreement”: the Amended and Restated Shared Services Agreement, dated as of January 1, 2006, among Parent, Holdings,
the Borrower and PP Data Services Inc., a Subsidiary of Holdings, as may be amended, restated, amended and restated, refinanced,
replaced, extended, modified or further supplemented from time to time.


 


“Single
Employer Plan”: any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.


 


“Solvent”:
with respect to any Person, as of any date of determination, (a) the amount of the present fair saleable value (on a going concern
basis) of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent
or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair saleable value (on a going concern basis) of the assets
of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of
capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this
definition, (i) “debt” means liability on a “claim”, (ii) “claim” means any (x) right to payment,
whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach
gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured
or unmatured, disputed, undisputed, secured or unsecured and (iii) assets shall include insurance coverage and/or indemnification
available with respect to any liability.


 


“Specified
Cash Management Agreement”: any agreement, or any Guarantee of any agreement, providing for treasury, depositary, purchasing
card or cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions,
between Parent, Holdings, the Borrower or any Subsidiary Guarantor and any Qualified Counterparty.





 






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“Specified
Hedge Agreement”: any Hedging Agreement entered into by Parent, Holdings, the Borrower or any Subsidiary Guarantor and
any Qualified Counterparty.


 


“Specified
Transaction”: any (a) Disposition of all or substantially all the assets of or all the Capital Stock of any
Subsidiary or of any division or product line of Parent and its Subsidiaries, or any Asset Sale, (b) Permitted Acquisition or
other Investment, in each case involving consideration in excess of $15,000,000, (c) designation of any Subsidiary as an
Unrestricted Entity, or of any Unrestricted Entity as a Subsidiary, in each case in accordance with Section 9.17 or (d) the
proposed incurrence of Indebtedness or making of a Restricted Payment or Investment or any other transaction in respect of
which compliance with the any financial test or ratio hereunder (including any incurrence test) is by the terms of this
Agreement required to be calculated on a Pro Forma Basis.


 


“Subordinated
Debt”: any unsecured Indebtedness that is subordinated to the Obligations of the applicable Person, the terms and conditions
of which include subordination provisions consistent with those prevailing in debt capital markets of the United States at the
time of incurrence.


 


“Subordinated
Indemnity Agreement”: the Subordinated Indemnity Agreement, dated as of April 1, 1998, among Parent, GP Holdings Inc.,
Time Warner Inc., Warner Bros. Entertainment Inc. (as successor to Time Warner Entertainment Company, L.P.), TW-SPV Co., Holdings,
the Borrower, SFOG II, Inc. and SFT Holdings, Inc., as the same may be modified or amended at any time from time to time, provided
such modification or amendment does not violate Section 9.14.


 


“Subordinated
Indemnity Escrow Agreement”: the Subordinated Indemnity Escrow Agreement dated as of September 28, 2006, by and among
Parent, Warner Bros. Entertainment Inc. (as successor to Time Warner Entertainment Company, L.P.), Historic TW Inc. (formerly known
as Time Warner Inc.) and The Bank of New York Mellon, as the same has been amended, supplemented, waived or otherwise modified
on or prior to the Closing Date or may be modified or amended at any time from time to time, provided such modification
or amendment does not violate Section 9.14.


 


“Subsidiary”:
as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only
by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such
corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is
otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person; provided
that, notwithstanding the foregoing, each of the Partnership Parks Entities will be deemed to be a Subsidiary of Parent for
all purposes under this Agreement, provided further that none of any Inactive Subsidiary, Six Flags Over Texas Fund,
Ltd. or Six Flags Fund, Ltd. will be deemed to be a Subsidiary of Parent for any purpose under this Agreement other than (a)
with respect to the disclosure required as of the Closing Date under Section 6.15 and (b) in connection with the delivery of
financial statements pursuant to Sections 6.1, 8.1(a) and 8.1(d) to the extent such Person otherwise would have been
consolidated with Parent for purposes of such financial statements. Unless otherwise qualified, all references to a
 “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of
Parent. Notwithstanding the foregoing, in no event shall any person designated as an Unrestricted Entity pursuant to Section
9.17 be deemed to be a Subsidiary of Parent, Holdings, Borrower or any of their respective Subsidiaries (unless such
Unrestricted Entity is subsequently re-designated as a Subsidiary pursuant to Section 9.17 and otherwise meets the criteria
set forth in this definition of “Subsidiary”).


 






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“Subsidiary
Guarantor”: each Subsidiary of the Borrower other than any Excluded Subsidiary.


 


“Swing
Line Commitment”: the obligation of the Swing Line Lender to make Swing Line Loans pursuant to Section 4.9 in an aggregate
principal amount at any one time outstanding not to exceed $30,000,000.


 


“Swing
Line Exposure”: at any time, the aggregate principal amount of all Swing Line Loans outstanding at such time. The Swing
Line Exposure of any Lender in respect of any Swing Line Loan shall be its Revolving Credit Percentage of the principal amount
of such Swing Line Loan.


 


“Swing
Line Lender”: Wells Fargo Bank, National Association, in its capacity as the lender of Swing Line Loans.


 


“Swing Line Loans”: as defined
in Section 4.9.


 


“Swing Line Participation Amount”:
as defined in Section 4.10(c).


 


“Target Person”: as defined in Section 9.8.


 


“Tax
Sharing Agreement”: that certain Tax Sharing Agreement, effective as of January 1, 2011, among Parent, Holdings, and
those Subsidiaries which are parties thereto, as the same may be modified or amended at any time from time to time, provided
such modification or amendment does not violate Section 9.14.


 


“Taxes”:
any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, including any interest, additions to
tax or penalties attributable thereto.


 


“Term
Loan Commitments”: the Tranche B Term Loan Commitments and any Incremental Term Commitment.


 


“Term
Loan Lenders”: the Tranche B Term Loan Lenders, the Incremental Term Lenders, each Refinancing Term Lender and each Extending
Term Lender.


 


“Term
Loan Maturity Date”: the Tranche B Maturity Date, the maturity of any Incremental Term Facility, the maturity date of
any Refinancing Term Facility or the maturity date of any Extending Term Facility, as the case may be.





 






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“Term Loans”:
the Tranche B Term Loans and, unless the context shall otherwise require, the Incremental Term Loans, each Extending Term Loan
and each Refinancing Term Loan.


 


“Time Warner”: Historic TW Inc.
and/or its affiliates.


 


“Total Revolving Credit
Commitments”: at any time, the aggregate amount of the Revolving Credit Commitments then in effect.


 


“Total Revolving Extensions
of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Credit Lenders outstanding
at such time.


 


“Tranche B Maturity Date”:
April 17, 2026.


 


“Tranche B Term Loan”: as defined in Section 2.1.


 


“Tranche B
Term Loan Commitment”: as to any Lender, the obligation of such Lender, if any, to make a Tranche B Term Loan to
the Borrower hereunder on the Closing Date in a principal amount not to exceed the amount set forth under the heading
 “Tranche B Term Loan Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum delivered
by such Lender on the Closing Date, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender
became a party hereto (including, for the avoidance of doubt, any deemed Assignment and Acceptance contemplated by the First
Amendment), as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Tranche B
Term Loan Commitments on the Closing Date is $800,000,000.


 


“Tranche B
Term Loan Facility”: as defined in the definition of “Facility” in this Section 1.1.


 


“Tranche B Term Loan Lender”:
each Lender that has a Tranche B Term Loan Commitment or is the holder of a Tranche B Term Loan.


 


“Tranche
B Term Loan Percentage”: as to any Lender at any time, the percentage which the principal amount of such Lender’s
Tranche B Term Loan then outstanding constitutes of the aggregate principal amount of all Tranche B Term Loans then outstanding.


 


“Transactions”:
the execution, delivery and performance by each Loan Party of the Loan Documents to which it is or is to be a party, the borrowing
of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder and the payment of fees and expenses
in connection therewith.


 


“Transferee”: as defined in Section
12.15.


 


“Transformative
Acquisition”: any acquisition that is either (a) not permitted by this Agreement immediately prior to the consummation
of such Acquisition or (b) if permitted by this Agreement immediately prior to the consummation of such Acquisition, would not
provide the Borrower and its subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion
of their combined operations following such consummation, as determined by the Borrower acting in good faith.





 






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“Type”: as to any Loan, its nature
as a Base Rate Loan or a Eurocurrency Loan.


 


“U.S.A.
PATRIOT Act”: (a) the Trading with the Enemy Act, as amended, and each of the foreign asset control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order
relating thereto, and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA PATRIOT) Act of 2001, as amended or modified from time to time.


 


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


 


“UK
Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form
time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person 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”: the Bank of England or any other public administrative authority having responsibility
for the resolution of any UK Financial Institution.


 


“Uniform
Commercial Code”: the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New
York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the
perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in
a jurisdiction other than the State of New York, the term “Uniform Commercial Code” shall mean the Uniform
Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or
priority (but not attachment) and for purposes of definitions related to such provisions.


 


“Unrestricted
Cash”: all cash that is not restricted cash, as determined in accordance with GAAP.
(provided
that cash and cash equivalents that would appear as “restricted” on a consolidated balance sheet solely because such
cash or cash equivalents are subject to a control agreement in favor of the Administrative Agent (or other Indebtedness that is
secured by a Lien on the Collateral along with the Liens in favor of the Administrative Agent) shall not constitute restricted
cash or restricted cash equivalents hereunder).


 


“Unrestricted
Entity”: (1) any person in which Parent, Holdings, Borrower or any of their respective Subsidiaries makes or has made
an Investment and which is designated by Parent as an Unrestricted Entity pursuant to Section 9.17 hereof and (2) any Subsidiary
of any Unrestricted Entity. As of the Closing Date, there are no Unrestricted Entities.


 


“Wholly
Owned Subsidiary”: with respect to any Person, any corporation, partnership, limited liability company or other entity
of which all of the equity securities or other ownership interests (other than, in the case of a corporation, directors’
qualifying shares or equity interests held by foreign nationals, in each case to the extent mandated by applicable law) are directly
or indirectly owned or controlled by such Person or one or more Wholly Owned Subsidiaries of such Person.


 






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


 


“Write-Down
and Conversion Powers”: (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.


 


1.2.
Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or
thereto.


 


(b) 
As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto
or thereto, accounting terms relating to Parent, Holdings and its Subsidiaries not defined in Section 1.1 and accounting terms
partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.


 


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


(d) 
Except as specifically provided herein, the meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


(e) 
Unless otherwise expressly provided herein, (a) references to any Requirement of Law, agreements (including the Loan Documents)
and other contractual instruments shall be deemed to include all subsequent amendments, refinancings, restatements, renewals, restructurings,
extensions, supplements and other modifications thereto, but only to the extent that such amendments, refinancings, restatements,
renewals, restructurings, extensions, supplements and other modifications are not prohibited by the Loan Documents; and (b) references
to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting
such law.


 


(f)  When
the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance
required on a day which is not a Business Day, the date of such payment (other than as described in the definition of
Interest Period) or performance shall extend to the immediately succeeding Business Day.


 






    - 54 -


     


    

 


(g) 
Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in this Agreement
shall be made without giving effect to any election under FASB Accounting Standards Codification 805, 810 or 825 (or any other
financial accounting standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower
at “fair value” as defined therein.


 


(h) 
All references to “knowledge”, “aware” or “awareness” of any Loan Party or a Subsidiary
of Holdings means the actual knowledge of a Responsible Officer.


 


(i) 
All certifications to be made hereunder by an officer or representative of a Loan Party shall be made by such person in
his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such
Person’s individual capacity.


(j) 
For purposes of determining compliance with any Section of Section 9 at any time, in the event that any Lien, Investment,
Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Disposition,
Restricted Payment, Affiliate transaction, contractual obligation or prepayment of Indebtedness meets the criteria of one or more
than one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof)
at any time shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time.


 


(k) 
The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to,
the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Base Rate”.


 


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


 


SECTION 2. AMOUNT AND
TERMS OF

TERM LOAN COMMITMENTS


 


2.1.   
Term Loan Commitments. Subject to the terms and conditions hereof, the Tranche B Term Loan Lenders severally agree
to make term loans denominated in Dollars (each, a “Tranche B Term Loan”) to the Borrower on the Closing Date
in an amount for each Tranche B Term Loan Lender not to exceed the Tranche B Term Loan Commitment of such Lender. The Tranche B
Term Loans may from time to time be Eurocurrency Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative
Agent in accordance with Sections


2.2 and 5.6.


 






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 2.2.    Procedure for Term Loan Borrowing.




 


(a) 
The Borrower shall deliver to the Administrative Agent notice (which may be conditioned upon the occurrence of the Closing
Date) (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time one Business Day prior
to the anticipated Closing Date) requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans and, specifying
the amount to be borrowed on the Closing Date. Upon receipt of such notice the Administrative Agent shall promptly notify each
Tranche B Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Tranche B Term Loan
Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to
the Tranche B Term Loan to be made by such Lender.


 


(b) 
The procedures for the funding of Refinancing Term Loans shall be as set forth in the applicable Refinancing Term Loan Amendment
and the procedures for the funding of Incremental Term Loans shall be as set forth in the applicable Incremental Amendment.


 


 2.3.    Repayment of Term Loans.




 


(a) 
The Tranche B Term Loan of each Tranche B Term Loan Lender shall mature in 28 installments, commencing on September 30,
2019, each of which shall be in an amount equal to such Lender’s Tranche B Term Loan Percentage multiplied by the amount
set forth below opposite such installment and on the date indicated for such installment (as such amounts may be reduced from time
to time pursuant to the application of voluntary and mandatory prepayments pursuant to Sections 5.4 and 5.5, repurchases pursuant
to Section


5.19 and Section 12.6):


 


	Installment	Principal Amount
	September 30, 2019	$2,000,000
	December 31, 2019	$2,000,000
	March 31, 2020	$2,000,000
	June 30, 2020	$2,000,000
	September 30, 2020	$2,000,000
	December 31, 2020	$2,000,000
	March 31, 2021	$2,000,000
	June 30, 2021	$2,000,000
	September 30, 2021	$2,000,000
	December 31, 2021	$2,000,000
	March 31, 2022	$2,000,000
	June 30, 2022	$2,000,000
	September 30, 2022	$2,000,000
	December 31, 2022	$2,000,000
	March 31, 2023	$2,000,000
	June 30, 2023	$2,000,000
	September 30, 2023	$2,000,000
	December 31, 2023	$2,000,000



 






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	Installment	Principal Amount
	March 31, 2024	$2,000,000
	June 30, 2024	$2,000,000
	September 30, 2024	$2,000,000
	December 31, 2024	$2,000,000
	March 31, 2025	$2,000,000
	June 30, 2025	$2,000,000
	September 30, 2025	$2,000,000
	December 31, 2025	$2,000,000
	March 31, 2026	$2,000,000
	Tranche B Maturity Date	
        All outstanding Tranche B

        Term Loans



 


All outstanding Tranche B Term Loans shall be due
and payable on the Tranche B Maturity Date.


 


(b) 
The Incremental Term Loans of any Incremental Series shall amortize and mature as provided in the applicable Incremental
Amendment.


 


(c) 
The Refinancing Term Loans of any Refinancing Term Loan Series shall mature as provided in the applicable Refinancing Term
Loan Amendment.


 


(d) 
The Extending Term Loans of any Extension Series shall amortize and mature as provided in the applicable agreement giving
effect to such relevant Extension.


 


 2.4.    Incremental Term Loans.




 


(a) 
The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan
Commitments in an amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (which may include
any existing Lender) willing to provide such Incremental Term Loans in their own discretion; provided that on a Pro
Forma Basis after giving effect to the borrowing of the Incremental Term Loans and the use of proceeds thereof, the Borrower
is in compliance with the covenant set forth in Section 9.1applicable
Financial Covenants, as of the latest Measurement Period; (or
with respect to Section 9.2, as of such date); and provided, further that:


 


(i) 
no Event of Default shall exist after giving effect to such Incremental Term Loans on the Increased Amount Date (except,
in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition or other Investment
permitted by the terms of this Agreement, no Event of Default at the time of the relevant acquisition agreement was entered into
shall be the standard);


 


(ii)  such
Incremental Term Loans shall mature no earlier than the Term Loans under any then outstanding Facility (and if such
Incremental Term Loans are secured on a junior lien basis to any of the Facilities, such Incremental Term Loans shall mature
no earlier than 180 days after the Latest Maturity Date), and such Incremental Term Loans shall not have a shorter weighted
average life to maturity than the remaining weighted average life to maturity (without giving effect to reductions of
amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans) of the Term
Loans under any then outstanding Facility; provided
that any Incremental Term Loans incurred during the Designated Period that are secured on a pari passu basis with the Loans
may mature earlier than the Term Loans under any then outstanding Facility and may have a shorter weighted average life to
maturity than the remaining weighted average life to maturity (without giving effect to reductions of amortization for
periods where amortization has been reduced as a result of the prepayment of the Term Loans) of the Term Loans under any then
outstanding Facility so long as such Incremental Term Loans shall not mature prior to April 17, 2025;


 






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(iii) 
solely with respect to any Incremental Term Loans that are secured on a pari passu basis and are pari passu in right of
payment with the Loans and are incurred prior to the date that is 24 months after the Closing Date, if the Effective Yield on any
Incremental Term Loans as of the date of determination and prior to giving effect to this clause (iii) exceeds the Effective Yield
on the Tranche B Term Loans by more than 50 basis points, then the Applicable Margin for the Tranche B Term Loans shall be increased
to the extent necessary so that the Effective Yield on the Tranche B Term Loans is 50 basis points less than the Effective Yield
on such Incremental Term Loans;


 


(iv) 
the terms, provisions and documentation of the Incremental Term Loans, except as otherwise set forth herein, shall be as
agreed between the Borrower and the lenders providing such Incremental Term Loans; provided that to the extent the terms
of such Incremental Term Loans are not consistent with the Facilities (other than provisions relating to original issue discount,
fees, premiums, and optional prepayment or redemption terms, interest rates (subject to clause (iii) above) and subject to clause
(ii) above, maturity and amortization which shall be as agreed between the applicable Borrower and the Lenders providing such Incremental
Term Loans), the terms of such Incremental Term Loans shall be not be materially more favorable, taken as a whole, to such lenders
providing such Incremental Term Loans than the terms of the Tranche B Term Loans, unless the existing Lenders receive the benefit
of such favorable terms, or such terms are reasonably satisfactory to the Administrative Agent (provided that the terms
applicable after the Latest Maturity Date are reasonably acceptable to the Administrative Agent);


 


(v)  (1)
if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security
Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents
(including modifications to the Mortgages and date down endorsements to the mortgagee’s title insurance policies issued
to Administrative Agent with respect to the Mortgages) as may be reasonably requested by the Administrative Agent (which
shall not require any consent from any Lender) in connection with the Incremental Term Loans and the Borrower shall have
delivered such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested
by the Administrative Agent and (2) if secured on a junior lien basis with the other Obligations, all collateral therefor
shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no
more restrictive in any material respect), the Borrower shall have delivered such other documents, certificates and opinions
of counsel in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such
Incremental Term Loans shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the
Administrative Agent; and


 






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(vi)
the Incremental Term Loans shall rank pari passu in right of payment and pari passu or junior in right of security with the Term
Loans.


 


(b) 
The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 (including
consent, if applicable, from the Administrative Agent, such consent not to be unreasonably withheld or delayed) to provide all
or a portion of the Incremental Term Loans (an “Incremental Term Lender”); provided that any Lender offered
or approached to provide all or a portion of the Incremental Term Loans may elect or decline, in its sole discretion, to provide
an Incremental Term Loan. Any Incremental Term Loans made on any Increased Amount Date shall be designated an incremental series
(an “Incremental Series”) of Incremental Term Loans for all purposes of this Agreement and shall be deemed “Term
Loans” for all purposes of this Agreement; provided that any Incremental Term Loans may, to the extent provided in
the applicable Incremental Amendment, be designated as an increase in any previously established Incremental Series of Incremental
Term Loans made to the Borrower.


 


(c) 
The Incremental Term Loans shall be established pursuant to an Incremental Amendment executed by the Borrower, the Administrative
Agent and the Incremental Term Lenders providing such Incremental Term Loans which shall be consistent with the provisions set
forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Incremental Amendment shall be binding
on the Lenders, the Loan Parties and the other parties hereto and thereto. In connection with the Incremental Amendment, amendments
shall be made to this Agreement without the consent of any Lender or other Person, to reflect such Incremental Term Loans as may
be necessary or appropriate in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of
this Section 2.4, including any amendments necessary to provide that such Incremental Term Loans are fungible with the existing
Tranche B Term Loans for U.S. income taxes.


 


 (d) 
This Section 2.4 shall supersede any provisions in Section 12.1 to the contrary.




 


(e)  Notwithstanding
anything to the contrary, (x) the aggregate principal amount of Incremental Term Loans incurred pursuant to this Section 2.4 plus
increased Revolving Credit Commitments provided pursuant to Section 3.3 plus any Indebtedness incurred pursuant to
Section 9.3(c), in each case,during the Designated Period that are secured on a pari passu basis with the other Obligations shall
not exceed $50,000,000 in the aggregate and (y) the proceeds of all Incremental Term Loans incurred pursuant to Incremental Term
Loan Commitments during the Designated Period shall only be used to fund the purchase of limited partnership units under the Partnership
Parks Agreements and to pay fees and expenses associated with the incurrence of such Indebtedness.


 






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 2.5.    Refinancing Term Loans and Refinancing Notes.




 


(a) 
The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional
tranches of term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”) to refinance or
replace (collectively, “Refinance”) Term Loans outstanding under any Facility hereunder. Each such notice shall
specify the date (each, a “Refinancing Effective Date”) on which the Borrower propose that the Refinancing Term
Loans shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to
the Administrative Agent; provided that each of the following conditions is satisfied:


 


(i) 
(x) if the Refinancing Term Loans are pari passu with the Term Loans being Refinanced by such Refinancing Term Loans, such
Refinancing Term Loans shall mature no earlier than the Term Loans being Refinanced and shall not have a shorter weighted average
life to maturity (without giving effect to reductions of amortization for periods where amortization has been reduced as a result
of the prepayment of the Term Loans) than the remaining weighted average life to maturity of the Term Loans being Refinanced and
(y) if such Refinancing Term Loans are secured on a junior lien basis, not secured or are subordinated to any of the Facilities
in right of payment, such Refinancing Term Loans shall mature no earlier than 90 days after the Latest Maturity Date and shall
not have a shorter weighted average life to maturity than the remaining weighted average life to maturity (without giving effect
to reductions of amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans)
of the Term Loans under any then outstanding Facility;


 


(ii) 
if secured, such Refinancing Term Loans are not secured by liens on the assets of Parent or any of its Subsidiaries, other
than assets constituting Collateral;


 


(iii) 
no Subsidiary is a guarantor with respect to such Refinancing Term Loans unless such Subsidiary is a Subsidiary Guarantor
which is guaranteeing (or substantially concurrently with the incurrence of the Refinancing Term Loans will guarantee) the Obligations,
and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Refinancing Term Loans;


 


(iv)
such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being Refinanced
plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions and expenses incurred in
connection with the Refinancing Term Loans; provided that nothing in this clause (iv) shall limit the ability of the Borrower
to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional
Indebtedness is otherwise permitted pursuant to the terms of this Agreement;


 






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(v)  (x)
if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security
Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents
as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide
the Refinancing Term Loans with the benefit of the applicable Security Documents on a pari passu basis with the other
Obligations, the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Pari
Passu Intercreditor Agreement) in connection therewith, as may be reasonably requested by the Administrative Agent and the
agent, for such Refinancing Term Loans shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by
the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall
be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more
restrictive in any material respect), the Borrower shall have delivered such other documents, certificates and opinions of
counsel (including the Junior Lien Intercreditor Agreement) in connection therewith as may be reasonably requested by the
Administrative Agent and the agent for such Refinancing Term Loans shall have executed the Junior Lien Intercreditor
Agreement if reasonably requested by the Administrative Agent;


 


(vi)
all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, fees,
premiums, optional prepayment or optional redemption terms and interest rates which shall be as agreed between the Borrower
and the lenders providing such Refinancing Term Loans) shall not be materially more favorable, taken as a whole, to the
lenders providing such Refinancing Term Loans than those applicable to the then outstanding Term Loans being Refinanced,
unless the existing Lenders receive the benefit of such favorable terms, or such terms are reasonably satisfactory to the
Administrative Agent (provided that the terms applicable after the Latest Maturity Date are reasonably acceptable to
the Administrative Agent); and


 


(vii)  
all of the Net Cash Proceeds of the Refinancing Term Loans shall be applied substantially concurrently with the incurrence
thereof solely to the pro rata repayment of the Term Loans of the relevant Facility or Facilities being Refinanced.


 


(b) 
The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 to
provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Lender”); provided that any
Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion,
to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series
(a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement and shall be
deemed “Term Loans” for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the
extent provided in the applicable Refinancing Term Loan Amendment, be designated as an increase in any previously established Refinancing
Term Loan Series of Refinancing Term Loans made to the Borrower.


 


(c)  The
Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative
Agent and the Refinancing Term Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan
Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require
the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative
Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized,
to enter into such amendments with the Borrower to effectuate the foregoing.


 






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(d) 
Notwithstanding anything to the contrary contained in this Section 2.5, the Borrower may elect to issue Refinancing Notes
consistent with the provisions set forth in paragraph (a) above in lieu of Refinancing Term Loans.


 


(e)
This Section 2.5 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.


 


SECTION 3. AMOUNT AND TERMS
OF THE REVOLVING FACILITIES COMMITMENTS AND SWING LINE COMMITMENT


 


3.1.   
Revolving Credit Commitments. (a) Subject to the terms and conditions hereof, (i) the Revolving Credit Lenders severally
agree to make revolving credit loans denominated in Dollars (the “Revolving Credit Loans”) to the Borrower from
time to time during the Revolving Facility Commitment Period in an aggregate principal amount at any one time outstanding for each
Revolving Credit Lender which, when added to such Lender’s Revolving Credit Percentage of the sum of (x) the L/C Obligations
then outstanding and (y) the aggregate principal amount of the Swing Line Loans then outstanding, does not exceed the amount of
such Lender’s Revolving Credit Commitment. During the Revolving Facility Commitment Period, the Borrower may use the Revolving
Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurocurrency Loans or Base Rate Loans, as
determined by the Borrower and notified to the Administrative Agent in accordance with Sections 3.2 and 5.6.


 


(b) The Borrower shall repay
all outstanding Revolving Credit Loans on or before the applicable Revolving Facility Termination Date.


 


3.2.    Procedure
for Revolving Credit Borrowing. The Borrower may borrow under the Revolving Credit Commitments on any Business Day during
the Revolving Facility Commitment Period, provided that the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, (a) three Business
Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans, or (b) on the same Business Day as the
requested Borrowing Date, in the case of Base Rate Loans), specifying (i) the amount and Type of Revolving Credit Loans to be
borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurocurrency Loans, the length of the initial Interest
Period therefor. Each borrowing of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal
to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple of $500,000 (or, if the then aggregate Available
Revolving Credit Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurocurrency Loans,
$2,500,000 or a whole multiple of $500,000 in excess thereof; provided, that the Swing Line Lender may request, on
behalf of the Borrower, borrowings of Base Rate Loans under the Revolving Credit Commitments in other amounts pursuant to
Section 4.10. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each
Revolving Credit Lender thereof. Each Revolving Credit Lender will make its pro rata share of the amount of each
borrowing of Revolving Credit Loans available to the Administrative Agent for the account of the Borrower at the Funding
Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately
available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent
in like funds as received by the Administrative Agent.


 






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		3.3.	Increase in Revolving Credit Commitments.



 


(a)  The
Borrower may, by written notice to the Administrative Agent from time to time prior to the Revolving Facility Termination
Date, request an increase in the any Revolving Credit Facility in an
aggregate amount not to exceed for all Revolving Credit Facilities the Incremental Amount from one or more Revolving Credit
Lenders (which may include any existing Lender) willing to provide such increased Revolving Credit Commitments in their own
discretion; provided that on a Pro Forma Basis after giving effect to the incurrence of such Revolving Credit
Commitments (assuming for purposes of this Section 3.3 that such increased Revolving Credit Commitments established at such
time are fully funded) and the use of proceeds thereof, the Borrower is in compliance with the covenant
set forth in Section 9.1applicable
Financial Covenants, as of the latest Measurement Period; (or
with respect to Section 9.2, as of such date); and provided further that:


 


(i) 
before and after giving effect to the increase in Revolving Credit Commitments contemplated hereby on the Increased Amount
Date, the conditions set forth in Section 7.2 shall be satisfied;


 


(ii) 
the increased Revolving Credit Commitments shall have the same terms and conditions as the Revolving Credit Commitments
then in effect and subject to such increase (other than fees, maturity (which may be no earlier than the Revolving Facility Termination
Date for the Original Revolving Credit Commitments) and interest rate margins, which shall be as agreed between the Borrower and
those lenders providing the additional Revolving Credit Commitments pursuant to this Section 3.3);


 


(iii) 
the Loan Parties and the Administrative Agent shall enter into such amendments to the Security Documents as may be requested
by the Administrative Agent (which shall not require any consent from any Lender) in connection with the increased Revolving Credit
Commitments hereunder, and in each case the Borrower shall have delivered such other documents (including modifications to the
Mortgages and date down endorsements to the mortgagee’s title insurance policies issued to Administrative Agent with respect
to the Mortgages, certificates and opinions of counsel) in connection with the foregoing as may be reasonably requested by the
Administrative Agent; and


 


(iv) 
any extensions of credit pursuant to any increase in the Revolving Credit Commitments shall rank pari passu in right of
payment and pari passu in right of security with the Revolving Credit Commitments then in effect.


 


(b)  The
Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 (including
consent, if applicable, from the Administrative Agent, Issuing Lenders and Swing Line Lender, such consent not to be
unreasonably withheld or delayed) to provide all or a portion of the increased Revolving Credit Commitments; provided
that any Lender offered or approached to provide all or a portion of the increase in Revolving Credit Commitments may elect
or decline, in its sole discretion, to provide such increased Revolving Credit Commitments.


 






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(c)
Any increase in Revolving Credit Commitments pursuant to this Section 3.3 shall be established pursuant to an Incremental
Amendment executed by the Borrower, the Administrative Agent and the lenders providing such increased Revolving Credit Commitments
which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other
Lender). Each Incremental Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other
parties hereto and thereto.


 


(d)  Upon
each increase in the Revolving Credit Commitments pursuant to this section, each Revolving Credit Lender immediately prior to
such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the
Incremental Revolving Commitment (each a “Incremental Revolving Lender”) in respect of such increase, and
each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of
such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such
that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate
outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by
each Revolving Credit Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate
Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving
Credit Commitment. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata
borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions
effected pursuant to the immediately preceding sentence.


 


(e)
This Section 3.3 shall supersede any provisions in Section 12.1 to the contrary.


 


(f)
Notwithstanding
anything to the contrary, (x) the aggregate principal amount
of Incremental Term Loans pursuant to Section 2.4 incurred plus increased Revolving Credit Commitments provided pursuant
to this Section 3.3 plus any Indebtedness incurred pursuant to Section 9.3(c), in each case, during the Designated Period
that are secured on a pari passu basis with the other Obligations shall not exceed $50,000,000 in the aggregate and (y) during
the Designated Period, on the date of effectiveness of any such Incremental Amendment, such increased Revolving Credit Commitments
established at such time shall be fully funded and the net cash proceeds of such Revolving Credit Loans borrowed on such date
shall only be used to fund the purchase of limited partnership units under the Partnership Parks Agreements and to pay fees and
expenses associated with the incurrence of such Indebtedness.


 






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3.4. Replacement Revolving Credit Commitments.


 




(a) 
The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional
revolving facilities providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving
Commitments”) to Refinance one or more Facilities of Revolving Credit Commitments under this Agreement. Each such notice
shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes
that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after
the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is
satisfied:


 


(i) 
(x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such
Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than
the Revolving Credit Commitments being Refinanced and


(y) if such Replacement
Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of
payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest
Maturity Date;


(ii) 
if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries,
other than assets constituting Collateral;


 


(iii) 
no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary
Guarantor which is guaranteeing (or substantially concurrently with the establishment of the Replacement Revolving Commitments
will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement
Revolving Commitments;


 


(iv) 
after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate
amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving
Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the establishment
of such Replacement Revolving Commitments; provided that nothing in this clause (iv) shall limit the ability of the Borrower
to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional
Indebtedness is otherwise permitted pursuant to the terms of this Agreement;


 






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(v)  (x)
if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security
Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents
as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide
the Replacement Revolving Commitments with the benefit of the applicable Security Documents on a pari passu basis with the
other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be
reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes
shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y)      if
secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral
documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material
respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be
reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed
the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent;


 


(vi) 
all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest
rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be
substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments
than, those applicable to the Revolving Credit Commitments being Refinanced; and


 


(vii)   
there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time.


 


(b) 
The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 to
provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided
that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline,
in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement
Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of
Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment”
for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the
applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving
Commitments Series.


 


(c) 
The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower,
the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement
Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which
shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders,
the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby
authorized, to enter into such amendments with the Borrower to effectuate the foregoing.


 






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(d)  On
any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of
the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series
shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such
interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified
by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and
purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit
Percentages.


 


(e)
This Section 3.4 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.


 


SECTION 4. LETTERS OF CREDIT; SWING LINE LOANS


 


4.1.   
L/C Commitment. (a) Prior to the Closing Date, JPMorgan Chase Bank, N.A., has issued the Existing Letters of Credit,
which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof,
each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 4.4(a), agrees to
issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4, the “Letters
of Credit”) for the account of the Borrower (or Parent, Holdings or any Subsidiary so long as Borrower is a joint and
several co-applicant) on any Business Day during the Revolving Facility Commitment Period in such form as may be approved from
time to time by such Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit
if, after giving effect to such issuance, (i) the outstanding L/C Obligations with respect to such Issuing Lender would exceed
the Letter of Credit Commitment of such Issuing Lender without the consent of such Issuing Lender, (ii) the outstanding L/C Obligations
would exceed the L/C Commitment or (iii) the sum of (x) the L/C Obligations, plus (y) the aggregate principal amount of
Swing Line Loans outstanding at any time plus (z) the aggregate amount of Revolving Credit Loans then outstanding would
exceed the Total Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later
than the earlier of (x) the first anniversary of its date of issuance and (y) the Revolving Facility Termination Date, provided
that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall
in no event extend beyond the date referred to in clause (y) above); provided that any such renewal must permit the Issuing
Lender to prevent any such renewal 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. For
the avoidance of doubt, all references to issuance of Letters of Credit in this Agreement shall include any extensions, amendments
or increases of Letters of Credit.


 


(b)
No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with,
or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.


 






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4.2.    Procedure
for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of
Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to
the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information
as such Issuing Lender may request. Upon receipt of any Application, an Issuing Lender will process such Application and the
certificates, documents and other papers and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter
of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no
event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt
of the Application therefor and all such other certificates, documents and other papers and information relating thereto).
Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter
of Credit to the Borrower. Each Issuing Lender shall promptly furnish to the Administrative Agent, notice of the issuance of
each Letter of Credit issued by it (including the amount thereof). Unless otherwise expressly agreed by the L/C Issuer and
the Borrower when a Letter of Credit is issued the rules of the ISP shall apply to each standby Letter of Credit.


 


4.3.   
Fees and Other Charges. (a) The Borrower will pay a fee on the aggregate daily average drawable amount of all outstanding
Letters of Credit issued for the Borrower’s account at a per annum rate equal to the Applicable Margin then in effect with
respect to Eurocurrency Loans under the Revolving Credit Facility, shared ratably among the Revolving Credit Lenders in accordance
with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance
date of any such Letter of Credit (subject to the Borrower’s payment of increased fees payable to Revolving Credit Lenders
under any Incremental Revolving Facility, any Replacement Revolving Facility or under any Extended Revolving Credit Facility to
the extent otherwise permitted hereunder). In addition, the Borrower shall pay to the relevant Issuing Lender for its own account
a fronting fee on the aggregate daily average drawable amount of all outstanding Letters of Credit issued for the Borrower’s
account by such Issuing Lender of an amount to be agreed upon by the Borrower and the relevant Issuing Lender (but in no event
greater than 0.25% per annum), payable on such terms as are agreed to by the Borrower and the Issuing Lender.


 


(b)
In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise
administering any Letter of Credit issued for the Borrower’s account.


 


4.4.    L/C
Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to
induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and
purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such
L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit
Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by such Issuing Lender
hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and
irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender
for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such
L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified
herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part
thereof, that is not so reimbursed.


 






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(b)  If
any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 4.4(a) in respect of any
unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender
within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on
demand an amount equal to the product of (i) such amount, times (ii)  the
daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date
on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by
any L/C Participant pursuant to Section 4.4(a) is not made available to such Issuing Lender by such L/C Participant within
three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C
Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to
Base Rate Loans under the Revolving Credit Facility. A certificate of such Issuing Lender submitted to any L/C Participant
with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error.


 


(c) 
Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C
Participant its pro rata share of such payment in accordance with Section 4.4(a), such Issuing Lender receives any payment
related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto
by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant
its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing
Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion
thereof previously distributed by such Issuing Lender to it.


 


4.5.   
Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender for the amount of
(a) such draft so paid and (b) any expenses incurred by such Issuing Lender in connection with such payment (the amounts described
in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”), on the
Business Day that the Borrower receives notice of such draft, if such notice is received on such day (or if the Borrower shall
have received such notice later than 10:00 A.M. New York City time on such Business Day, on the immediately following Business
Day). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in Dollars and in immediately
available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full
at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 5.8(b) and (ii)
thereafter, Section 5.8(c). Each drawing under any Letter of Credit shall (unless an event of the type described in Section 10(g),
(h) or (i) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section
4.4(a) for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing
pursuant to Section 3.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall
be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 3.2, if the Administrative
Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender
of such drawing under such Letter of Credit.


 






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4.6.   
Obligations Absolute. The Borrower’s obligations under this Section 4 shall be absolute and unconditional under
any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have
had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing
Lender that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section
4.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even
though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever
of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for
any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted,
in connection with any Letter of Credit, except for errors or omissions found by a court of competent jurisdiction in a final non-appealable
judgment to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any
action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it for the Borrower’s
account, or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance
with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower
and shall not result in any liability of such Issuing Lender to the Borrower.


 


4.7.   
Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing
Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the relevant Issuing Lender to
the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit issued by such Issuing Lender, be limited to determining that the documents (including
each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such
Letter of Credit.


 


4.8.   
Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent
with the provisions of this Agreement, the provisions of this Agreement shall apply.


 


4.9.   
Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees that, during
the Revolving Facility Commitment Period, it will make available to the Borrower in the form of swing line loans denominated in
Dollars (“Swing Line Loans”) a portion of the credit otherwise available to the Borrower under the Revolving
Credit Commitments; provided that (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not
exceed the Swing Line Commitment, (ii) the aggregate principal amount of Swing Line Loans outstanding at any time, when aggregated
with the L/C Obligations, shall not exceed the Revolving Credit Commitments and (iii) the sum of (x) the aggregate principal amount
of Swing Line Loans outstanding at any time plus (y) the L/C Obligations plus (z) the aggregate amount of Revolving
Credit Loans then outstanding shall not exceed the Total Revolving Credit Commitment. During the Revolving Facility Commitment
Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms
and conditions hereof. Swing Line Loans shall be Base Rate Loans only.


 






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(b)
The Borrower shall repay all outstanding Swing Line Loans on or before the Revolving Facility Termination Date.


 


4.10.  
Procedure for Swing Line Borrowing; Refunding of Swing Line Loans. (a) The Borrower may borrow under the Swing Line
Commitment on any Business Day during the Revolving Facility Commitment Period, provided, the Borrower shall give the Swing
Line Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swing
Line Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed
and (ii) the requested Borrowing Date. Each borrowing under the Swing Line Commitment shall be in an amount equal to $500,000 or
a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in
the borrowing notice in respect of any Swing Line Loan, the Swing Line Lender shall make available to the Administrative Agent
at the Funding Office an amount in immediately available funds equal to the amount of such Swing Line Loan. The Administrative
Agent shall make the proceeds of such Swing Line Loan available to the Borrower on such Borrowing Date in like funds as received
by the Administrative Agent.


 


(b) 
The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower
(which hereby irrevocably directs the Swing Line Lender to act on its behalf), on one Business Day’s notice given by the
Swing Line Lender no later than 12:00 Noon, New York City time, request each Revolving Credit Lender to make, and each Revolving
Credit Lender hereby agrees to make, a Revolving Credit Loan to the Borrower, in an amount equal to such Revolving Credit Lender’s
Revolving Credit Percentage of the aggregate amount of the Swing Line Loans (the “Refunded Swing Line Loans”)
outstanding on the date of such notice, to repay the Swing Line Lender. Each Revolving Credit Lender shall make the amount of such
Revolving Credit Loan available to the Administrative Agent at the relevant Funding Office in immediately available funds, not
later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Credit
Loans shall be made immediately available by the Administrative Agent to the Swing Line Lender for application by the Swing Line
Lender to the repayment of the Refunded Swing Line Loans.


 


(c) 
If prior to the time a Swing Line Loan would have otherwise been made pursuant to Section 4.10(b), one of the events described
in Section 10(g), (h) or (i) shall have occurred and be continuing with respect to the Borrower, or if for any other reason, as
determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 4.10(b),
each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred
to in Section 4.10(b) (the “Refunding Date”), purchase for cash an undivided participating interest in the then
outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the “Swing Line Participation Amount”)
equal to (i) such Revolving Credit Lender’s Revolving Credit Percentage times (ii) the sum of the aggregate principal amount
of Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans.


 






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(d)  Whenever,
at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s Swing Line
Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender
will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the
case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such
payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however,
that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit
Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender.


 


(e)  Each
Revolving Credit Lender’s obligation to make the Revolving Credit Loans referred to in Section 4.10(b) and to purchase
participating interests pursuant to Section 4.10(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such
Revolving Credit Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any
reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of
the other conditions specified in Section 7.2; (iii) any adverse change in the condition (financial or otherwise) of Parent,
Holdings or the Borrower; (iv) any breach of this Agreement or any other Loan Document by Parent, Holdings or the Borrower,
any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.


 


SECTION 5. CERTAIN
PROVISIONS APPLICABLE TO THE LOANS AND THE LETTERS OF CREDIT


 


5.1.   
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative
Agent for the account of the appropriate Lender (i) the then unpaid principal amount of each Revolving Credit Loan and Swing Line
Loan made by such Lender to the Borrower, on the Revolving Facility Termination Date (or on such earlier date on which the Loans
become due and payable pursuant to Section 10) and (ii) the principal amount of the Tranche B Term Loan made by such Lender to
the Borrower, in installments according to the amortization schedule set forth in Section 2.3(b) (or on such earlier date on which
the Loans become due and payable pursuant to Section 10). The Borrower hereby further agrees to pay interest on the unpaid principal
amount of the Loans made to it from time to time outstanding from the date of such Loans until payment in full thereof at the rates
per annum, and on the dates, set forth in Section 5.8.


 


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


 


(c)  The
Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 12.6(b)(iv), and a
subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made or continued hereunder and
any Note evidencing such Loan, (ii) the Type of such Loan and each Interest Period applicable thereto, (iii) the
amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder
and (iv) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s
share thereof.


 






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(d) 
The entries made in the Register and the accounts of each Lender maintained pursuant to Section 5.1(b) shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein
recorded; provided, however, that (x) in the event of a conflict between the Register and the accounts maintained
pursuant to Section 5.1(b), the Register shall govern and (y) the failure of any Lender or the Administrative Agent to maintain
the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay
(with applicable interest) the Loans made to the Borrower in accordance with the terms of this Agreement.


 


(e) 
The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver
to such Lender a promissory note of the Borrower evidencing any Tranche B Term Loans, Revolving Credit Loans or Swing Line Loans,
as the case may be, of such Lender, substantially in the forms of Exhibit G-1, G-2 or G-3, respectively, with appropriate insertions
as to date and principal amount.


 


5.2.   
Commitment Fees, Etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving
Credit Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Facility Commitment
Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender
during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December
and on the Revolving Facility Termination Date, commencing on the first of such dates to occur after the date hereof.


 


(b) 
The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates from time to time agreed
to in writing by the Borrower and the Administrative Agent.


 


5.3.    Termination
or Reduction of Revolving Credit Commitments. The Borrower shall have the right, upon not less than three Business
Days’ notice to the Administrative Agent (who shall reasonably promptly notify each Lender), to terminate the Revolving
Credit Commitments of any Facility or, from time to time, to reduce the aggregate amount of the Revolving Credit Commitments
of any Facility; provided, that the Borrower may rescind or postpone any notice of termination or reduction (by notice to the
Administrative Agent on or prior to the specified effective date) if such notice is conditioned upon the effectiveness of
other financing arrangements or the consummation of other transactions and if such condition is not satisfied or is delayed;
provided further, that such termination or reduction shall be permitted only to the extent that, after giving effect thereto
and to any prepayments of the Swing Line Loans made on the effective date thereof, (A) the sum of the aggregate principal
amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment and (B) the sum of (x) the
aggregate principal amount of Swing Line Loans outstanding at any time plus (y) the L/C Obligations shall not exceed
the Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof,
and shall reduce permanently the Revolving Credit Commitments then in effect. No such reduction shall reduce the L/C
Commitment or Swing Line Commitment unless either (a) Borrower so requests or (b) the aggregate amount of the L/C Commitment
and the Swing Line Commitment prior to giving effect to such reduction shall be greater than the Revolving Credit Commitments
after giving effect to such reduction in which case each of the L/C Commitment and the Swing Line Commitment shall be reduced
ratably in order to eliminate such excess.


 






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5.4.   
Optional Prepayments. The Borrower may at any time and from time to time prepay the Loans made to it, in whole or
in part, without premium or penalty (except as otherwise set forth in this Section 5.4), upon irrevocable notice delivered to the
Administrative Agent at least three Business Days prior thereto in the case of Eurocurrency Loans and on the date of prepayment
in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency
Loans or Base Rate Loans; provided, that the Borrower may rescind or postpone any notice of prepayment (by notice to the Administrative
Agent on or prior to the specified effective date) if such notice is conditioned upon the effectiveness of other financing arrangements
or the consummation of other transactions and if such condition is not satisfied or is delayed; provided further, that (a) if a
Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also
pay any amounts owing pursuant to Section 5.14 and (b) no prior notice is required for the prepayment of Swing Line Loans. Upon
receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given
(subject to the revocation or postponement of notice as permitted above), the amount specified in such notice shall be due and
payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and
Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Loans (other than Swing Line Loans)
shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall
be in an aggregate principal amount of $100,000 or a whole multiple thereof. Optional prepayments shall be applied (a) to the Facility
or Facilities of Term Loans selected by the Borrower, which shall reduce scheduled installments of principal on such Facility or
Facilities as directed by the Borrower or (b) except in connection with termination or permanent reduction of Revolving Credit
Commitments of a given Facility, to the Revolving Credit Loans on a pro rata basis across all Facilities that are revolving
facilities. Notwithstanding anything to the contrary in this Section 5.4 or Section 5.5, any prepayment or repricing of the Tranche
B Term Loans effected after the First Amendment Effective Date and on or prior to the date that is six months after the First Amendment
Effective Date as a result of a Repricing Transaction shall be accompanied by a fee equal to 1.00% of the principal amount of Tranche
B Term Loans prepaid or repriced, unless such fee is waived by the applicable Tranche B Term Loan Lender. If in connection with
a Repricing Transaction after the First Amendment Effective Date and on or prior to the date that is six months after the First
Amendment Effective Date any Lender is replaced as a result of its being a Non-Consenting Lender in respect of such Repricing Transaction
pursuant to Section 5.17 or clause (b) of the last paragraph of Section 12.1, such Lender shall be entitled to the fee provided
under this Section 5.4.


 


5.5.    Mandatory
Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by Parent, Holdings or the Borrower or
any of its Subsidiaries (excluding any Indebtedness permitted by Section 9.3 (other than Refinancing Term Loans, Replacement
Revolving Facility or Refinancing Notes,
in each case, that is intended to Refinance the
Term Loans)), then, on the date of such incurrence, the Term Loans shall be prepaid in an amount equal to 100% of
the Net Cash Proceeds of such incurrence, as set forth in Section 5.5(d).


 






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(b)


 


                (i) If
on any date,
other than during the Designated Period, (i) the Borrower or any of its Subsidiaries shall receive
Net Cash Proceeds fromconsummate any
Asset Sale or a Recovery
Event has
occurred and such Person receives Net Cash Proceeds and (ii) the Senior Secured Leverage Ratio is greater than
2.50:1.00 as of the latest Measurement Period after giving Pro Forma Effect to such Asset Sale or Recovery Event and the use
of proceeds therefrom, the Loans shall be prepaid, on or before the date which is five Business Days following the date of
receipt of such Net Cash Proceeds, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section
5.5(d); provided that, notwithstanding the foregoing, no prepayment of the Loans shall be required to be made under
this Section 5.5(b) in respect of (i) Net Cash Proceeds received by the Borrower or any of its Subsidiaries from Asset Sales
or Recovery Events in any fiscal year not to exceed $50,000,000 in the aggregate (and thereafter only Net Cash Proceeds in
excess of such amount shall be required to prepay the Loans), (ii) the Net Cash Proceeds received by the Borrower or any of
its Subsidiaries from any Asset Sale or Recovery Event in respect of which a Reinvestment Notice has been delivered (or is
delivered within 30 days after receipt of such proceeds (or such longer period as the Administrative Agent may reasonably
agree)), so long as, on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the Reinvestment
Prepayment Amount with respect to the relevant Asset Sale or Recovery Event, as set forth in Section 5.5(d) and (iii) RP
Eligible Proceeds, to the extent such RP Eligible Proceeds are designated as such within 120 days of receipt by the Borrower
or any of its Subsidiaries, and used within 180 days of designation as RP Eligible Proceeds, of the Disposition which is the
source of such RP Eligible Proceeds to make a Restricted Payment permitted to be made under Section 9.6(h); provided that
if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase other Indebtedness
permitted hereunder that is secured by Liens on the Collateral on a pari passu basis with the Obligations, in each
case pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such DispositionAsset
Sale or CasualtyRecovery Event
(such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the
Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal
amount of the Term Loans and Other Applicable Indebtedness at such time or, if such Other Applicable Indebtedness is
revolving credit indebtedness, on the basis of the aggregate outstanding principal amount of the Revolver Indebtedness and
such Other Applicable Indebtedness at such time; provided, further, that the portion of such Net Proceeds allocated to
the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other
Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be
allocated to the Term Loans in accordance with the terms hereof or, if such Other Applicable Indebtedness is revolving credit
indebtedness, shall be allocated to the Revolver Indebtedness in accordance with the terms hereof) to the prepayment of the
Term Loans or Revolver Indebtedness, as applicable, and to the repurchase or prepayment of Other Applicable Indebtedness, and
the amount of prepayment of the Term Loans or Revolver Indebtedness, as applicable, that would have otherwise been required
pursuant to this Section 2.055.5(b)
shall be reduced accordingly.


 


(ii)                Notwithstanding
anything to the contrary in this Section 5.5(b)
or in this Agreement, if on any date during the Designated Period, a Recovery Event (or series of related Recovery Events)
shall have occurred that results in Net Cash Proceeds in an amount greater than $10,000,000, the Loans shall be prepaid, on
or before the date which is thirty (30) days following the date of receipt of such Net Cash Proceeds, by an amount equal to
the amount of such Net Cash Proceeds, as set forth in Section 5.5(d); provided that, notwithstanding the foregoing, no
prepayment of the Loans shall be required to be made under this Section 5.5(b)(ii) in respect of the Net Cash Proceeds
received by the Borrower or any of its Subsidiaries from any Recovery Event in respect of which a Reinvestment Notice has
been delivered (or is delivered within 30 days after receipt of such proceeds (or such longer period as the Administrative
Agent may reasonably agree)), so long as, on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal
to the Reinvestment Prepayment Amount with respect to the relevant Recovery Event, as set forth in Section 5.5(d); provided
that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Other
Applicable Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the
aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time or, if such Other
Applicable Indebtedness is revolving credit indebtedness, on the basis of the aggregate outstanding principal amount of the
Revolver Indebtedness and such Other Applicable Indebtedness at such time; provided, further, that the portion of such
Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be
allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net
Proceeds shall be allocated to the Term Loans in accordance with the terms hereof or, if such Other Applicable Indebtedness
is revolving credit indebtedness, shall be allocated to the Revolver Indebtedness in accordance with the terms hereof) to the
prepayment of the Term Loans or Revolver Indebtedness, as applicable, and to the repurchase or prepayment of Other Applicable
Indebtedness, and the amount of prepayment of the Term Loans or Revolver Indebtedness, as applicable, that would have
otherwise been required pursuant to this Section 5.5(b)(ii) shall be reduced accordingly.


 


(iii)             Notwithstanding
anything to the contrary in this Section 5.5(b)
or in this Agreement, if on any date during the Designated Period, the Borrower or any of its Subsidiaries consummates a Disposition
or series of related Dispositions (other than pursuant to Section 9.5(c)(i), (ii), (iii), (iv), (ix), (x), (xi), (xii), (xiii),
(xiv), (xv), (xvi) and (xx)) resulting in Net Cash Proceeds from such Disposition in an amount greater than $10,000,000 and such
Net Cash Proceeds are received during the Designated Period, the Loans shall be prepaid, on or before the date which is five Business
Days following the date of receipt of such Net Cash Proceeds, by an amount equal to the amount of such Net Cash Proceeds, as set
forth in Section 5.5(d); provided that if at the time that any such prepayment would be required, the Borrower is required
to offer to repurchase other Applicable Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined
on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time or,
if such Other Applicable Indebtedness is revolving credit indebtedness, on the basis of the aggregate outstanding principal amount
of the Revolver Indebtedness and such Other Applicable Indebtedness at such time; provided, further, that the portion of
such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to
be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net
Proceeds shall be allocated to the Term Loans in accordance with the terms hereof or, if such Other Applicable
Indebtedness is revolving credit indebtedness, shall be allocated to the Revolver Indebtedness in accordance with the terms hereof)
to the prepayment of the Term Loans or Revolver Indebtedness, as applicable, and to the repurchase or prepayment of Other Applicable
Indebtedness, and the amount of prepayment of the Term Loans or Revolver Indebtedness, as applicable, that would have otherwise
been required pursuant to this Section 5.5(b)(iii) shall be reduced accordingly.


 






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(c) 
Subject to the last sentence of this paragraph, if, for any fiscal year of the Borrower commencing with the fiscal year
ending December 31, 2019, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans
shall be prepaid as set forth in Section 5.5(d) by an amount equal to (x) the ECF Percentage of such Excess Cash Flow during such
fiscal year minus, to the extent not paid or financed with Net Cash Proceeds of secured Indebtedness (other than Revolver
Indebtedness), (y) all voluntary principal payments of the Term Loans during such fiscal year (including repurchases pursuant to
Section 5.19 and Section 12.16 in an amount equal to the discounted amount actually paid in cash) and all voluntary principal payments
in respect of Revolver Indebtedness (to the extent accompanied by an equivalent permanent reduction in commitments thereunder).
Each such prepayment shall be made on July 15 of the following fiscal year, beginning on July 15, 2020 (an “Excess Cash
Flow Application Date”).


 


(d) 
Subject to Section 5.11(d), amounts to be applied in connection with prepayments made pursuant to this Section 5.5 shall
be applied, first, pro rata to the Tranche B Term Loans and, to the extent required by the terms of any Extending
Term Loans, Refinancing Term Loans or Incremental Term Loans, to such other Term Loans (based on the amount of Term Loans under
each Facility requiring such a payment), and after giving effect to the foregoing, to the payment of the installments due on such
Term Loans within each such Facility in direct order of maturity, pro rata within each such Facility, second, after
the Tranche B Term Loans and, to the extent required by the terms of any Extending Term Loans, Refinancing Term Loans or Incremental
Term Loans, such other Term Loans, have been prepaid in full, to prepay the Revolving Credit Loans and/or Swing Line Loans pro
rata according to the respective pro rata share of the relevant Lender (in each case without any corresponding reduction of
the Commitments hereunder), and third, to cash collateralize outstanding Letters of Credit. The application of any prepayment
of Loans under any Facility pursuant to this Section shall be made, first, to Base Rate Loans under such Facility and, second,
to Eurocurrency Loans under such Facility. Each prepayment of the Loans under this Section (except in the case of Revolving Credit
Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Pending
the final application of Net Cash Proceeds, the Borrower may temporarily prepay outstanding Revolving Credit Loans and/or Swing
Line Loans or otherwise make Permitted Investments. For the avoidance of doubt, Retained Declined Proceeds shall not be required
to be used to make mandatory prepayments under this Section 5.5.


 






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(e)  Notwithstanding
any other provisions of this Section 5.5, (i) to the extent that any of or all the Net Cash Proceeds of any Asset Sale by a
Foreign Subsidiary giving rise to a prepayment pursuant to Section 5.5(b) (a “Foreign Disposition”), the
Net Cash Proceeds of any Recovery Event from a Foreign Subsidiary (a “Foreign Casualty Event”), or Excess
Cash Flow is (i) prohibited or delayed by applicable local law, (ii) restricted by applicable organizational or constitutive
documents or any agreement or (iii) subject to other onerous or other administrative impediments from being repatriated to
the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied
to repay Term Loans at the times provided in Section 5.5(c), or the Borrower shall not be required to make a prepayment at
the time provided in Section 5.5(b), as the case may be. Instead, such amounts may be retained by the applicable Foreign
Subsidiary so long as the applicable local law will not permit repatriation to the United States (the Borrower hereby
agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local
law to permit such repatriation), and if within one year following the date on which the respective prepayment would
otherwise have been required such repatriation of any of such affected amounts retained by the applicable Foreign Subsidiary
is permissible under the applicable local law or applicable organizational or constituent documents or other agreements, or
such impediment has been removed or overcome (even if such cash is actually not repatriated), such repatriation will be
promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later
than five Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result
thereof) to the repayment of the Term Loans pursuant to this Section 5.5 to the extent provided therein and (ii) to the
extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign
Disposition, any Foreign Casualty Event or Excess Cash Flow would have a material adverse tax cost consequence (as determined
in good faith by the Borrower and taking into account any foreign tax credit or benefit received in connection with such
repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, then, to the extent that such material adverse tax
cost consequence is not directly attributable to actions taken by Parent, the Borrower or any of their Subsidiaries with the
intent of avoiding or reducing the mandatory prepayments otherwise required under this Section 5.5, the Net Cash Proceeds or
Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary.


 


(f) 
If on any date, the Administrative Agent notifies the Borrower that the sum of (x) the L/C Obligations, plus (y) the aggregate
principal amount of Swing Line Loans outstanding at any time plus (z) the aggregate principal amount of Revolving Credit Loans
under a Facility then outstanding (the “Revolving Credit Exposure”) would
exceed the Total Revolving Credit Commitment for such Facility (the “Revolving
Credit Exposure”) on such date, the Borrower shall prepay the outstanding principal
amount of any such Swing Line Loans and Revolving Credit Loans on such date (and, to the extent after giving effect to such prepayment,
the Revolving Credit Exposure still exceeds such Total Revolving Credit Commitment, deposit cash collateral in an account with
the Administrative Agent (or an account in the name of the Administrative Agent with another institution designated by the Administrative
Agent)) such that the aggregate amount so prepaid by the Borrower and cash collateral so deposited in an account with the Administrative
Agent (or an account in the name of the Administrative Agent with another institution designated by the Administrative Agent) shall
be sufficient to reduce the Revolving Credit Exposure to an amount not to exceed such Total Revolving Credit Commitment on such
date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Revolving Credit Loans
prepaid. The Administrative Agent shall give prompt notice of any prepayment required under this Section 5.5(f) to the Borrower
and the Lenders.


 






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Notwithstanding
any of the other provisions of this Section 5.5, so long as no Event of Default shall have occurred and be continuing, if any prepayment
of Eurocurrency Loans is required to be made under this Section 5.5 prior to the last day of the Interest Period therefor and less
than three months are remaining in such Interest Period, in lieu of making any payment pursuant to this Section 5.5 in respect
of any such Eurocurrency Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion,
deposit the amount of any such prepayment otherwise required to be made into a cash collateral account maintained with the Administrative
Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further
action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance
with this Section 5.5. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also
be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to
the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 5.5.


 


In
respect of any of the mandatory prepayments set forth in this Section 5.5(a) or (b), Borrower shall use commercially reasonable
efforts to deliver to the Administrative Agent (for prompt delivery to the Lenders) at least five Business Days prior to the date
of any such prepayment (the date specified for such prepayment, the “Mandatory Prepayment Date”), a prepayment
notice that shall specify the Mandatory Prepayment Date and amount of prepayment and the events giving rise to such prepayment.


 


5.6.   
Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurocurrency Loans of
the Borrower under any Facility to Base Rate Loans under such Facility by giving the Administrative Agent at least one Business
Day’s prior irrevocable notice of such election, provided that the provisions of Section 5.14 shall apply in the event
of any such conversion of Eurocurrency Loans on a day other than the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert Base Rate Loans under any Facility to Eurocurrency Loans under such Facility by giving the
Administrative Agent at least three Business Days’ prior irrevocable notice of such election (which notice shall specify
the length of the initial Interest Period therefor), provided that no Base Rate Loan under a particular Facility may be
converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Required Lenders have, determined
in their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly
notify each relevant Lender thereof.


 


(b)
The Borrower may elect to continue any Eurocurrency Loan under any Facility as Eurocurrency Loans upon the expiration of the
then current Interest Period with respect thereto by giving irrevocable notice to the Administrative Agent, in accordance
with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of
the next Interest Period to be applicable to such Loans, provided that no Eurocurrency Loan under a particular
Facility may be continued as such when any Event of Default has occurred and is continuing and the Required Lenders have,
determined in their sole discretion not to permit such continuations, and provided, further, that if the
Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such
then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant
Lender thereof.


 






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5.7.   
Minimum Amounts and Maximum Number of Eurocurrency Tranches. Notwithstanding anything to the contrary in this Agreement,
all borrowings, conversions, continuations and optional prepayments of Eurocurrency Loans and all selections of Interest Periods
shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal
amount of the Eurocurrency Loans comprising each Eurocurrency Tranche shall be equal to $2,500,000 or a whole multiple of $500,000
in excess thereof and (b) no more than 15 Eurocurrency Tranches shall be outstanding at any one time.


 


5.8.   
Interest Rates and Payment Dates. (a) Each Eurocurrency Loan under each Facility shall bear interest for each day
during each Interest Period with respect thereto at a rate per annum equal to the Eurocurrency Rate determined for such day plus
the Applicable Margin for such Facility.


 


(b) 
Each Base Rate Loan under each Facility shall bear interest at a rate per annum equal to the Base Rate plus the Applicable
Margin for such Facility.


 


(c)  (i)
If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at
the stated maturity, by acceleration or otherwise), all overdue amounts shall bear interest at a rate per annum that is equal
to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of
this Section plus 2% per annum or (y) in the case of Reimbursement Obligations, the rate applicable to Base Rate Loans
under the Revolving Credit Facility plus 2% per annum, and (ii) if all or a portion of any interest payable on any
Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether
at the stated maturity, by acceleration or otherwise) (after giving effect to any grace period in Section 10(a)), such
overdue amount shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans under the
relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the
rate then applicable to Base Rate Loans under the Revolving Credit Facility plus 2%), in each case,with respect to
clauses (i) and (ii) above, from the date of such non-payment (after giving effect to any grace period in Section 10(a))
until such amount is paid in full (after as well as before judgment); provided that any Defaulting Lender shall not be
entitled to receive any interest at the default rate of interest set forth in this clause (c) for any period during which
that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such interest that otherwise would have
been required to have been paid to that Defaulting Lender).


 


(d) 
Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph
(c) of this Section shall be payable from time to time on demand.


 






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


 


(b)
Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive
and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of
the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest
rate pursuant to Section 5.8(a).


 


5.10.   Inability
to Determine Interest Rate.




 


(a) 
Unless and until a Replacement Rate is implemented in accordance with clause (b) below, if prior to the first day of any
Interest Period:


 


(i) 
the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that,
by reason of circumstances affecting the London interbank market, adequate and reasonable means do not exist for ascertaining the
Eurocurrency Rate for such Interest Period, or


 


(ii) 
the Administrative Agent shall have received notice from the Required Lenders that the Eurocurrency Rate to be determined
for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders)
of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic
notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given, the Borrower
may revoke any pending request for a borrowing of Eurocurrency Loans, or pending request for conversion to or continuation of
Eurocurrency Loans, or failing that: (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first
day of such Interest Period shall be made as Base Rate Loans, (y) any Loans under the relevant Facility that were to have been
converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as Base Rate Loans and (z) any outstanding
Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then current Interest Period with respect
thereto, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans under
the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant
Facility to Eurocurrency Loans.


 






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(b)  Notwithstanding
anything to the contrary in Section 5.10(a) above, if the Administrative Agent has made the determination (such determination
to be conclusive absent manifest error) or the Required Lenders notify the Administrative Agent (with, in the case of the
Required Lenders, a copy to the Borrower) that the Required Lenders have determined that (i) the circumstances described in
Section 5.10(a)(i) or Section 5.10(a)(ii) have arisen and that such circumstances are unlikely to be temporary, (ii) the
Eurocurrency Rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S.
syndicated loan market in U.S. Dollars or (iii) the applicable supervisor or administrator (if any) of the Eurocurrency Rate
specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has
made a public statement identifying a specific date after which the Eurocurrency Rate specified herein shall no longer be
used for determining interest rates for loans in the U.S. syndicated loan market in U.S. Dollars, then the Administrative
Agent may, to the extent practicable (with the consent of the Borrower and as determined by the Administrative Agent to be
generally in accordance with similar situations in other transactions in which it is serving as administrative agent or
otherwise consistent with market practice generally), establish a replacement interest rate (the “Replacement
Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace the Eurocurrency Rate
for all purposes under the Loan Documents unless and until (A) an event described in Section 5.10(a)(i), (a)(ii), (b)(i),
(b)(ii) or (b)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders (directly, or through the
Administrative Agent) notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the
Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application
of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the
Administrative Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Administrative Agent and the
Borrower, to effect the provisions of this Section 5.10(b). Notwithstanding anything to the contrary in this Agreement or the
other Loan Documents (including, without limitation, Section 12.1), such amendment shall become effective without any further
action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within
five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the
aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment. To the
extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (b), the Replacement Rate
shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market
practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise
reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent
shall not require the consent of, or consultation with, any of the Lenders).


 


5.11.  
Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the
Borrower on account of any commitment fee or Letter of Credit fee, and any reduction of the Commitments of the Lenders, shall be
made pro rata according to the respective Tranche B Term Loan Percentages or Revolving Credit Percentages, as the case may
be, of the relevant Lenders; provided however that if (i) the Borrower makes non pro rata payments in accordance with Sections
5.18 and 5.19 to only those Lenders selling Term Loans in an Auction or in connection with an Assignment pursuant to Section 12.16
or (ii) Facilities in addition to the Tranche B Term Facility or the Original Revolving Credit Facility exist pursuant to the terms
of this Agreement, this Section 5.11(a) shall not prohibit the Borrower from making such additional payments or such reductions
in Commitments as otherwise expressly provided for herein.


 






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(b) 
Except as otherwise provided herein, each payment (including each prepayment) of the Tranche B Term Loans shall be allocated
among the Tranche B Term Loan Lenders holding such Tranche B Term Loans pro rata based on the principal amount of Tranche
B Term Loans held by such Tranche B Term Loan Lenders. Amounts prepaid on account of the Tranche B Term Loans may not be reborrowed.


 


(c)  Except
as otherwise provided herein, each payment (including each prepayment) by the Borrower on account of principal of and
interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal
amounts of the Revolving Credit Loans then held by the Lenders, except with respect to (i) any
payments made pursuant to Section 5.20 and
(ii) any payments made pursuant to Sections 5.3, 5.4 and 5.5 solely in respect of the reduction and associated mandatory
payment of the first $131,000,000
in Series B Replacement Revolving Commitments in the aggregate, which such payments
shall be solely for the benefit of and be applied to reduce the Series B Replacement Revolving Commitments evidenced by the
First Incremental Amendment, ratably in accordance with such Series B Replacement Revolving Commitments. Each
payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the Issuing Lender that
issued such Letters of Credit.


 


(d) 
Notwithstanding anything to the contrary in Sections 5.5 or 5.11, each Term Loan Lender may, at its option, decline all
or any portion of any mandatory payment required by Section 5.5(a), (b) or (c) (such declined amounts, the “Declined Proceeds”)
applicable to the Term Loan of such Lender by providing written notice (each, a “Rejection Notice”) to the Administrative
Agent and Borrower no later than 5:00 p.m., New York City time, three Business Days prior to the Mandatory Prepayment Date regarding
such prepayment. Each Rejection Notice from a given Term Loan Lender shall specify the principal amount of the mandatory prepayment
of Term Loans to be declined by such Term Loan Lender. If a Term Loan Lender fails to deliver a Rejection Notice to the Administrative
Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to
be rejected, any such failure shall be deemed an acceptance of the total amount of such mandatory repayment of Term Loans due to
it. Any Declined Proceeds properly rejected pursuant to the above terms shall be retained by the Borrower (such retained Declined
Proceeds referred to herein as “Retained Declined Proceeds”).


 


(e)  All
payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made prior to 2:00 p.m., New York City time, on the due
date thereof to the Administrative Agent, for the account of the Lenders, at the Payment Office, in Dollars and in
immediately available funds. Any payment made by the Borrower after 2:00 p.m., New York City time, on any Business Day shall
be deemed to have been made on the next following Business Day. The Administrative Agent shall distribute such payments to
the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments
on the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the
next succeeding Business Day. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be
to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding
Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest
thereon shall be payable at the then applicable rate during such extension.


 






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(f) 
Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender
will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative
Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to
the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent,
on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate, in each case for
the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest
error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three
Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount (but only to the
extent theretofore made available by it to the Borrower) with interest thereon at the rate per annum applicable to the applicable
borrowing under the relevant Facility on demand, from the Borrower.


 


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


 


5.12.  
Requirements of Law. (a) If any Change in Law made subsequent to the date hereof or compliance by any Lender with
any request or directive made subsequent to the date hereof (whether or not having the force of law) from any central bank or other
Governmental Authority:


 


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


 






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(ii) 
shall subject the Administrative Agent, any Lender or the Issuing Lender to any Taxes (other than (x) Excluded Taxes and
(y) Indemnified Taxes that are covered by Section 5.13) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or


 


 (iii) shall impose on such Lender any other condition (other than Taxes);




 


and the result of any of
the foregoing is to increase the cost to the Administrative Agent, such Lender, or the Issuing Lender by an amount which such Administrative
Agent, Lender or the Issuing Lender reasonably deems to be material, of making, converting into, continuing or maintaining Loans
or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any
such case, the Borrower shall promptly pay the Administrative Agent, such Lender or the Issuing Lender, within 15 Business Days
of its written demand, any additional amounts necessary to compensate the Administrative Agent, such Lender or the Issuing Lender
for such increased cost or reduced amount receivable. If any Lender or the Issuing Lender becomes entitled to claim any additional
amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event
by reason of which it has become so entitled.


 


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


 


(c) 
A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with
a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The obligations of the Borrower pursuant
to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 


(d) 
The Borrower shall not be required to compensate a Lender pursuant to this Section 5.12 for any such increased cost or reduction
incurred more than 180 days prior to the date that such Lender demands, or notifies the Borrower in writing of its intention to
demand, compensation therefor, provided that, if the circumstance giving rise to such increased cost or reduction is retroactive,
then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.


 






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 5.13.    Taxes.




 


(a)  
Except as required by a Requirement of Law, all payments made by or on behalf of the Borrower or any other Loan Party under
this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account
of, any Taxes. If any Taxes are required by a Requirement of Law to be withheld or deducted from any amounts payable by or on behalf
of such Loan Party to any Agent, Lender or Transferee, the applicable withholding agent shall deduct and withhold such amounts
as required by law, and, to the extent such Taxes are Indemnified Taxes, the applicable Loan Party shall pay additional amounts
to the extent necessary so that after the applicable Loan Party makes all required deductions and withholdings (including deductions
or withholdings applicable to additional sums payable under this Section 5.13), such Agent, Lender or Transferee receives an amount
equal to the sum it would have received had no deductions or withholdings for Indemnified Taxes been made.


 


(b)  
In addition, the Borrower or any other Loan Party, as the case may be, shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.


 


(c)  
Whenever any Indemnified Taxes are payable by the Borrower or any other Loan Party, reasonably promptly thereafter, the
Borrower or any other Loan Party shall send to the Administrative Agent for the account of the relevant Agent or Lender, as the
case may be, a copy of a receipt received by the Borrower or other Loan Party, as the case may be, showing payment thereof to a
taxing authority, or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(d)  
Without duplication of amounts payable pursuant to Section 5.13(a), the Borrower and the other Loan Parties shall jointly
and severally indemnify and hold harmless, any Agent, each Lender or Transferee within 15 Business Days after written demand therefor,
for the full amount of any Indemnified Taxes imposed on the Agent or such Lender or Transferee, as the case may be, on or with
respect to any payment by or on account of any obligation of any Borrower hereunder or under any other Loan Document (including
Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.13), whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, except to the extent that such Indemnified
Taxes constitute a penalty or interest resulting from (i) the failure of the Agent, Lender or Transferee to promptly notify the
Borrower of such Indemnified Taxes or (ii) the gross negligence, bad faith or willful misconduct of such Agent, Lender or Transferee
(as determined by a court of competent jurisdiction in a final non-appealable judgment).


 


(e)   Each
Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that the Borrower or any Loan Party has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower or the Loan Parties to do
so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.6 relating to the
maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are
payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the
Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set
off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the
Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this
paragraph (e).


 






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(f)    Any
Lender that is entitled to an exemption from or reduction of withholding Tax or backup withholding Tax under the law of any
applicable jurisdiction with respect to any payments under any Loan Document shall deliver to the Borrower or any applicable
Loan Party and the Administrative Agent at any time or times reasonably requested by the Borrower, the applicable Loan Party
or the Administrative Agent, such properly completed and executed documentation as prescribed by applicable law or reasonably
requested by the Borrower, the applicable Loan Party or the Administrative Agent to permit such payments to be made without
such withholding Tax or backup withholding Tax or at a reduced rate. Without limiting the generality of the foregoing:


 


(i)  Each
Lender, Transferee (in the case of a Participant, if it has purchased a Participation from a Lender that is a Non-U.S.
Person) and Agent that is a Non-U.S. Person (each a “Non-U.S. Lender”) shall deliver to the Borrower and
the Administrative Agent (or, in the case of a Participant that is a Non-U.S. Person, the Participant shall deliver to the
Lender from which it purchased its Participation, and such Lender shall obtain from the Participant and transmit to the
Borrower and the Administrative Agent with such Lender’s Internal Revenue Service Form W-8IMY) two copies of U.S.
Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-ECI or Form W-8IMY (together with all additional documentation
required to be transmitted with Form W-8IMY), including the appropriate forms and related statements described in this
Section, as applicable, or any subsequent versions thereof or successors thereto, properly completed and duly executed by
such Non-U.S. Lender or Non-U.S. Participant (a) with each such Form W-8BEN, Form W-8BEN-E or W-8ECI certifying as to such
filer’s entitlement to a zero rate of, or a reduced rate of, U.S. federal withholding Tax on all payments by the
Borrower under this Agreement and the other Loan Documents, and (b) if a Non-U.S. Lender is claiming exemption from U.S.
federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
interest”, attaching to such Non-U.S. Lender’s Form W-8BEN or Form W-8BEN-E a statement substantially in the form
of Exhibit I-1, Exhibit I-2, Exhibit I-3 or Exhibit I-4, as applicable, or any other form approved by the Administrative
Agent, to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, (B) a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of
the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no
payments in connection with the Loan Documents are effectively connected with such Foreign Lender’s conduct of a U.S.
trade or business. Such forms shall be true and accurate and shall be delivered by each Non-U.S. Lender on or before the date
it becomes a party to this Agreement (or, in the case of a Participant that is a Non-U.S. Lender, on or before the date such
Participant purchases the participation) and promptly from time to time thereafter upon the reasonable request of the
Borrower or the Administrative Agent.


 






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(ii) 
Each Lender, Transferee (in the case of a Participant, if it has purchased a Participation from a Lender that is a Non-U.S.
Person) and Agent that is not a Non-U.S. Lender shall furnish to the Borrower and the Administrative Agent (or, in the case of
a Participant, to the Lender from which it purchased its Participation) an accurate, properly completed and duly executed U.S.
Internal Revenue Service Form W-9 (or successor form) establishing that such Lender (or Transferee) or Agent is not subject to
U.S. backup withholding, and to the extent it may lawfully do so at such times, provide a new Form W- 9 (or successor form) upon
the expiration or obsolescence of any previously delivered form.


 


Notwithstanding
any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that
such Non-U.S. Lender is not legally able to deliver.


 


Each
Lender shall, from time to time after the initial delivery by Lender of the forms described above, whenever a lapse in time or
change in such Lender’s circumstances renders such forms, certificates or other evidence so delivered obsolete, expired or
inaccurate, promptly (1) deliver to the Borrower, applicable Loan Party and the Administrative Agent (in such number of copies
as shall be requested by the recipient) renewals, amendments or additional or successor forms, properly completed and duly executed
by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish such Non-U.S.
Lender’s status or that such Lender is entitled to an exemption from or reduction in withholding Tax or backup withholding
Tax or (2) notify Administrative Agent and the Borrower of its legal ineligibility to deliver any such forms, certificates or other
evidence.


 


(g)  
If a payment made to an Agent, Lender or Transferee under any Loan Document would be subject to U.S. federal withholding
tax imposed by FATCA if such Agent, Lender or Transferee 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 Agent, Lender or Transferee shall deliver
to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested
by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent
as may be necessary for the Borrower and the Administrative Agent to comply with its obligations under FATCA, to determine that
such Agent, Lender or Transferee has or has not complied with such Agent, Lender or Transferee’s obligations under FATCA
and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.13(f),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 






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(h)   If
any Agent, Lender or Transferee determines, in its sole discretion, exercised in good faith, that it has received a refund of
any Taxes as to which it has been indemnified by the Borrower or any other Loan Party or with respect to which the Borrower
or any other Loan Party has paid additional amounts pursuant to this Section 5.13, it shall promptly pay over any such refund
to the Borrower (but only to the extent of indemnity payments made, and additional amounts paid, by the such Loan Party under
this Section 5.13 with respect to the Indemnified Taxes giving rise to such refund), net of all related out-of- pocket
expenses of such Agent, Lender or Transferee (as determined in the sole discretion exercised in good faith, of the Agent,
Lender or Transferee) and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund); provided, that the Borrower, upon the request of such Agent, Lender or Transferee, agrees to repay the
amount paid over to that Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to such Agent, Lender or Transferee in the event such Agent, Lender or Transferee is required to repay such refund
to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will any Agent,
Lender or Transferee be required to pay any amount to the Borrower pursuant to this paragraph (h) to the extent the payment
of such amount would place such Agent, Lender or Transferee in a less favorable net after-Tax position than the Agent, Lender
or Transferee would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been
paid. This paragraph shall not be construed to require any Agent, Lender or Transferee to make available its tax returns (or
any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.


 


(i)    
Each Agent, Lender and Transferee shall use commercially reasonable efforts to cooperate with the Borrower in attempting
to recover any Indemnified Taxes which, in the reasonable discretion of the Borrower, were improperly imposed, provided, however
that the Borrower shall indemnify the Agent, Lender or Transferee for any costs it incurs in connection with complying with this
subsection (i). The Borrower shall have the right to dispute, at its own cost, the imposition of any Indemnified Taxes (including
interest and penalties) with the relevant Governmental Authority. This paragraph shall not be construed to require the Administrative
Agent or any Lender or Transferee to make available its tax returns (or any other information relating to its taxes which it deems
confidential) to the Borrower or any other Person. In no event will this subsection (i) relieve the Borrower of its obligation
to pay additional amounts to an Administrative Agent, Lender or Transferee under this Section 5.13.


 


(j)    
The agreements in this Section 5.13 shall survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.


 


(k)
For purposes of this Section 5.13, the term “Lender” includes the Issuing Lender.


 


(l) For
the avoidance of doubt, any payments made by the Administrative Agent to a Lender shall be treated as payments made by the
applicable Loan Party.


 






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5.14.   Indemnity.
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense (excluding any
loss of anticipated profits) that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making
a borrowing of, conversion into or continuation of Eurocurrency Loans after the Borrower has given a notice requesting the
same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making by the Borrower of
a prepayment or conversion of Eurocurrency Loans on a day that is not the last day of an Interest Period with respect
thereto. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower, on behalf of the
Borrower, by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable hereunder for a period of 180 days.


 


5.15.  
Illegality. Notwithstanding any other provision herein, if any Change in Law after the date hereof shall make it
unlawful for any Lender to make or maintain Eurocurrency Loans as contemplated by this Agreement, (a) the commitment of such Lender
hereunder to make Eurocurrency Loans, continue Eurocurrency Loans as such and convert Base Rate Loans to Eurocurrency Loans shall
forthwith be canceled and (b) such Lender’s Loans then outstanding as Eurocurrency Loans, if any, shall be converted automatically
to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such conversion of a Eurocurrency Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower in respect of such Eurocurrency Loans shall pay to such Lender such
amounts, if any, as may be required pursuant to Section 5.14.


 


5.16.  
Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation
of Sections 5.12, 5.13 or 5.15 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with
the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment
of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided,
further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender
pursuant to Sections 5.12, 5.13 or 5.15.


 


5.17.  
Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace with a replacement
financial institution and/or terminate the Commitment of, and repay the Loans on a non-pro rata basis, of any Lender that (a) requests
reimbursement for amounts owing pursuant to Section 5.12 or 5.13, or gives a notice of illegality pursuant to Section 5.15, (b)
becomes a Defaulting Lender or (c) becomes a Non-Consenting Lender, provided that, with respect to any such replacement financial
institution or other institutional lender or investor


(i)        such
replacement does not conflict with any Requirement of Law, (ii) if applicable, prior to any such replacement, such Lender has
not eliminated the continued need for payment of amounts owing pursuant to Section 5.12 or 5.13 or to eliminate any
illegality described in a notice of illegality under Section 5.15, (iii) if applicable, the replacement financial institution
or other institutional lender or investor shall purchase, at par (plus accrued interest and any premium payable hereunder to
the extent required by Section 5.4), all Loans and other amounts owing to such replaced Lender on or prior to the date of
replacement, (iv) if applicable, the Borrower shall be liable to such replaced Lender under Section 5.14 (as though Section
5.14 were applicable) if any Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of
the Interest Period relating thereto, (v) if applicable, the replacement financial institution or other institutional lender
or investor, if not already a Lender, an affiliate of a Lender or an Approved Fund, shall be reasonably satisfactory to the
Administrative Agent, (vi) if applicable, the replaced Lender shall be obligated to make such replacement, without such
Lender’s consent, in accordance with the provisions of Section 12.6 (provided that the Borrower shall be obligated to
pay the registration and processing fee referred to therein), (vii) if applicable, the Borrower (or, if agreed to by the
replacement lender or other institutional lender or investor, such replacement lender or other institutional lender or
investor) shall pay all additional amounts (if any) required pursuant to Section 5.12 or 5.13, as the case may be, in respect
of any period prior to the date on which such replacement shall be consummated and any other payment obligations owed to such
replaced Lender to the extent such replaced Lender has, in good faith, advised the Borrower (or, if agreed to by the
replacement lender, such replacement lender) of the amount of the same in writing, and (viii) any such replacement shall not
be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the
replaced Lender; provided that in the case of any Assignee in respect of Non-Consenting Lenders, the replacement
Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree.


 






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5.18.  
Loan Auctions. (a) Notwithstanding any provision in this Agreement or the other Loan Documents to the contrary,
on or after March 31, 2021, the Borrower shall be permitted to enter into an Auction so long as each of the Term Loan
Lenders under the Facility to which an Auction Notice relates hereunder shall be offered an opportunity to ratably participate
in the applicable Auction, provided, that (i) the Borrower shall be in compliance with Section
9.1the applicable Financial Covenants immediately before and immediately
after giving effect to such Auction on a Pro Forma Basis as of the applicable Measurement Period (or
with respect to Section 9.2, as of such date) and (ii) before and after giving effect to the Auction, no Event of Default
shall have occurred and be continuing.


 


(b) 
Concurrently with the effectiveness of any Assignment and Acceptance pursuant to which the Borrower becomes a Term Loan
Lender hereunder, any Loans held by the Borrower shall be automatically cancelled (and may not be resold by the Borrower) and no
interest shall accrue on such Loans after such date. Upon the automatic cancellation of any Loans held by the Borrower, the Borrower
shall no longer be a Term Loan Lender hereunder and such Loans shall be no longer outstanding for all purposes of this Agreement
and all other Loan Documents, including, but not limited to (i) the making of, or the application of, any payments to the Term
Loan Lenders pursuant to this Agreement or any other Loan Document, (ii) the making of any request, demand, authorization, direction,
notice, consent or waiver pursuant to this Agreement or any other Loan Document, (iii) the calculation of financial covenants,
(iv) the determination of Required Lenders, or (v) for any similar or related purpose, pursuant to this Agreement or any other
Loan Document.


 


(c) The
parties hereto hereby agree that any Auction and cancellation of Loans (i) will
not constitute a voluntary prepayment made by the Borrower for any purpose under this Agreement and the other Loan Documents,
(ii) shall not be subject to Sections 5.4, 5.11 or 12.7, (iii) the principal amount of the Term Loans so repurchased shall be
applied on a pro rata basis to reduce the scheduled remaining installments of principal on such Term Loan and (iv)
will not constitute Investments by the Borrower.


 






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5.19.   Auction
Procedures. (a) In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for
distribution to the Term Loan Lenders of the applicable Facility with respect to which such notice relates) of the Auction
(an “Auction Notice”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall
contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the
 “Auction Amount”), unless otherwise agreed by the Administrative Agent, (ii) the name of the relevant
Facility or Facilities (which for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the
 “Applicable Term Loan Facility”), (iii) the discount to par, which may be a single percentage or a range
of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable
Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with
respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan
Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which
shall be not less than five Business Days after delivery of the Auction Notice.


 


(b)  In
connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities
may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of
participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M,
which shall specify (i) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a
price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term
Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be
in increments of $500,000 (the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility
may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s
entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term
Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as
defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid,
the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and
Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation
fees as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other
fees may be applicable in connection with any Auction).


 


(c)  Based
on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the
Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the
applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan
Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount
cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in
order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal
amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term
Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a
Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to
Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then
pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid
containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or
greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan
Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days
from the date the Return Bid was due.


 






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(d) 
The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender
of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety
or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount.


 


(e) 
Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend
or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely
with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected
by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans
requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility
have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range;
provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are
due.


 


(f) 
All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers
shall be incorporated into the terms of the Assignment and Assumption.


 


5.20.  
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting
Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender, to the extent permitted by
applicable law:


 


(a)  
fees shall cease to accrue on the unfunded portion of the Revolving Credit Commitment of such Defaulting Lender pursuant
to Section 5.2(a), and the Borrower shall not be required to pay any such fees that do not accrue; provided that any such Commitment
Fee accrued on any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Revolving
Credit Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Revolving
Credit Lender shall be a Defaulting Lender except to the extent that such fee shall otherwise have been due and payable by the
Borrower prior to such time;


 


(b)   the
Revolving Credit Commitment and Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining
whether all Lenders, all directly and adversely affected Lenders or the Required Lenders, as applicable, or other requisite
Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to 12.1);
provided that (i) any waiver, amendment or modification requiring the consent of all Lenders and (ii) the Revolving Credit
Commitment of such Defaulting Lender may not be increased or extended, the maturity date of any Loan made by such Defaulting
Lender may not be extended, the date for the payment of any principal, interest or fee payable hereunder (other than as a
result of waiving default interest) shall not be extended, the interest rate of or any fees payable in respect of a
Defaulting Lender’s Loan or Commitment may not be decreased (except as set forth in clause (a) above or (c)(iii) below
or with respect to default interest as set forth in Section 5.8(c)), and the amount of principal of the Loans held by such
Defaulting Lender may not be increased, reduced or forgiven, in each case without the consent of such Defaulting Lender, the
Administrative Agent and the Borrower; provided that any payments made with respect to such increase in such Revolving Credit
Commitment shall not be subject to Sections 5.11 or


12.7 with respect to any Defaulting Lender;


 






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(c)  
if any Swing Line Exposure or L/C Obligations exists at the time a Revolving Credit Lender becomes a Defaulting Lender then:


 


(i) 
all or any part of such Swing Line Exposure and L/C Obligations shall automatically be reallocated among the Revolving Credit
Lenders which are non- Defaulting Lenders in accordance with their respective Revolving Credit Percentages but only to the extent
the Revolving Credit Commitment of any non-Defaulting Lender is not exceeded by such Lender’s Revolving Extensions of Credit
(and any participations therein);


 


(ii) 
if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within
one Business Day following notice by the Administrative Agent (x) first, prepay such Swing Line Exposure of such Defaulting Lender
(after giving effect to any partial reallocation pursuant to clause (i) above) and (y) second, if requested by the Issuing Lender,
cash collateralize such Defaulting Lender’s L/C Obligations (after giving effect to any partial reallocation pursuant to
clause (i) above) in accordance with the procedures set forth in Section 10 for so long as such L/C Obligations are outstanding
or until such Lender ceases to be a Defaulting Lender pursuant to Section 5.20(f);


 


(iii)
if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Obligations pursuant to this Section 5.20(c),
the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 4.3 with respect to such Defaulting
Lender’s L/C Obligations during the period such Defaulting Lender’s L/C Obligations are cash collateralized; provided
that, for the avoidance of doubt, any such fees under Section 4.3 that accrued with respect to such Defaulting Lender’s L/C
Obligations during the period prior to the time such Revolving Credit Lender became a Defaulting Lender and that remain unpaid
shall still be due and payable to such Defaulting Lender to the extent that such fee was otherwise due and payable by the Borrower
prior to such time;


 


(iv)
if the L/C Obligations of the non-Defaulting Lenders are reallocated pursuant to this Section 5.20(c), then the fees payable to
the Lenders pursuant to Section 5.2(a) and Section 4.3 shall be adjusted in accordance with such non-Defaulting Lenders’
Revolving Credit Percentages; or


 






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(v) 
if any Defaulting Lender’s L/C Obligations are neither cash collateralized nor reallocated pursuant to this Section
5.20(c), then, without prejudice to any rights or remedies of the Issuing Lender or any Lender hereunder, all commitment fees that
otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s
Revolving Credit Commitment that was utilized by such L/C Obligations) and letter of credit fees payable under Section 4.3 with
respect to such Defaulting Lender’s L/C Obligations shall be payable to the Issuing Lender until such L/C Obligations are
cash collateralized and/or reallocated;


 


(d)  
so long as any Revolving Credit Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing
Line Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, if the reallocation described
in clause (c)(i) cannot or can only partially be effected and/or, if requested by the Issuing Lender, cash collateral will be provided
by the Borrower in accordance with Section 5.20(c), and participating interests in any such newly issued or increased Letter of
Credit or newly made Swing Line Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 5.20(c)(i)
(and Defaulting Lenders shall not participate therein); and


 


(e)  
so long as any Lender is a Defaulting Lender, any amount payable to such Defaulting Lender hereunder (whether on account
of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant
to Section 12.7 but excluding Section 5.17) shall, in lieu of being distributed to such Defaulting Lender, be retained by the
Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times
as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting
Lender to the Issuing Lender or Swing Line Lender hereunder; third, if such Defaulting Lender is a Revolving Credit Lender
and so determined by the Administrative Agent or requested by the applicable Issuing Lender, to be held as cash collateral for
future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; fourth, as the Borrower
may request (so long as no Default Exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to
fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth, if
so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released
pro rata in order to (x) satisfy obligations of such Defaulting Lender to fund Loans under this Agreement and (y) be held as cash
collateral for funding obligations of such Defaulting Lender with respect to future Letters of Credit issued under this Agreement,
in accordance with Section 4; sixth, to the payment of any amounts owing to the Lenders or an Issuing Lender or Swing Line
Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or such Issuing Lender or Swing
Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this
Agreement; seventh, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent
jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its
obligations under this Agreement; and eighth, to that 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 drawings under Letters
of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or drawings
under Letters of Credit were made at a time when the conditions set forth in Section 7.2 were satisfied or waived, such payment
shall be applied solely to pay the Loans of, and drawings under Letters of Credit owed to, all Non- Defaulting Lenders on a pro
rata basis prior to being applied to the payment of any Loans of, or drawings under Letters of Credit owed to, that Defaulting
Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans are held by
the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 5.20(c)(i). 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 5.20(e)(ii) shall be deemed paid to and redirected by that Defaulting Lender,
and each Lender irrevocably consents hereto.


 






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(f)
In the event that the Administrative Agent, the Borrower, the Issuing Lender and the Swing Line Lender (as applicable) each agrees
in writing that a Defaulting Lender which is a Revolving Credit Lender has adequately remedied all matters that caused such Lender
to be a Defaulting Lender, then the Swing Line Exposure and L/C Obligations of the Lenders shall be readjusted to reflect the inclusion
of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other
than Swing Line Loans) or take such other actions as the Administrative Agent shall determine may be necessary in order for such
Lender to hold such Loans in accordance with its Revolving Credit Percentage, whereupon such Lender will cease to be a Defaulting
Lender; provided that no adjustments will be made retroactively with respect to fees, or interest at the default rate of
interest set forth in Section 5.8(c), accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting
Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from
that Lender’s having been a Defaulting Lender.


 


 5.21. Extensions of Term Loans and Revolving Credit Commitments.




 


(a)   Notwithstanding
anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”)
made from time to time by the Borrower to all Lenders of Term Loans with a like maturity date or all Lenders with Revolving
Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal
amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the
same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual
Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term
Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit
Commitments pursuant to the terms of the relevant Extension Offer (to the extent permitted by this section) (each, an
 “Extension”, and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as
so extended, as well as the Term Loans and the Revolving Credit Commitments, in each case not so extended, being a separate
Facility; any Extending Term Loans shall constitute a separate Facility of Term Loans from the Facility of Term Loans from
which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Facility of Revolving
Credit Commitments from the Facility of Revolving Credit Commitments from which they were converted), so long as the
following terms are satisfied:


 






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(i)     
except as to interest rates, fees and final maturity (which shall be determined by the Borrower and the Extended Revolving
Credit Lenders (as defined below) and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving
Credit Lender that agrees to an Extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit
Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related
outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with applicable terms prior
to the Revolving Facility Termination Date of the Original Revolving Credit Loans not materially more favorable, taken as a whole,
to the Extending Revolving Credit Lenders than the terms of the Original Revolving Credit Commitments (and related outstandings)
(except for covenants and other provisions contained therein applicable only to periods after the Latest Maturity Date) or the
existing Lenders with respect to such Facility receive the benefit of such more favorable terms; provided that (1) the borrowing
and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related
outstandings), (B) repayments required upon the maturity date of the non-extended Revolving Credit Commitments and (C) repayments
made in connection with a permanent repayment and termination of all Revolving Credit Commitments) of Revolving Credit Loans with
respect to Extended Revolving Credit Commitments after the date on which such Extended Revolving Credit Commitments are established
(an “Extension Date”) shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) all
Letters of Credit and Swing Line Loans shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments
in accordance with their percentage of the Revolving Credit Commitments, (3) the permanent repayment of Revolving Credit Loans
with respect to, and termination of, any Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving
Credit Commitments, except that the Borrower shall be permitted to permanently prepay and terminate commitments of any Facility
of Revolving Credit Commitments on a non-pro rata basis and permanently repay and terminate commitments of any Facility of Revolving
Credit Commitments on a non pro rata basis at the stated maturity of such Facility as compared to any other Facility with a later
maturity date than such Facility, (4) assignments and participations of Extended Revolving Credit Commitments and extended Revolving
Credit Loans shall be governed by the same assignment and participation provisions applicable to all other Revolving Credit Commitments
and Revolving Credit Loans, (5) at no time shall there be more than two different Facilities that are revolving facilities during
the term of this Agreement, (6) the final maturity date of any Extended Revolving Credit Commitments shall be no earlier than the
maturity date of the Facility of Revolving Credit Commitments being extended and (7) except as the Swing Line Lender may otherwise
agree, Swing Line Loans shall be required to be paid in full on the maturity date of the non-extended Revolving Credit Commitments
(which Swing Line Loans may, for the avoidance of doubt, be re-borrowed pursuant to the terms hereof after such maturity date),


 






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(ii) 
   except as to interest rates, fees, premium, final maturity date, optional prepayment terms, required prepayment dates and
participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by
the Borrower and the Extending Term Lenders (as defined below) and set forth in the relevant Extension Offer), the Term Loans of
any Term Loan Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”)
extended pursuant to any Extension (“Extending Term Loans”) shall have terms applicable prior to the original
Term Loan Maturity Date of the Facility of Term Loans being extended not materially more favorable, taken as a whole, to the Extending
Term Loan Lender than the terms of the Facility of Term Loans subject to such Extension Offer (except for covenants and other provisions
contained therein applicable only to periods after the Latest Maturity Date or the existing Lenders with respect to such Facility
receive the benefit of such favorable terms),


 


(iii)   
the final maturity date of any Extending Term Loans shall be no earlier than the Term Loan Maturity Date of the Facility
of Term Loans being extended,


 


(iv)   
the weighted average life of any Extending Term Loans shall be no shorter than the remaining weighted average life (without
giving effect to reductions of amortization for periods where amortization has been reduced as a result of the prepayment of the
Term Loans) of the Term Loans extended thereby,


 


(v) 
   any Extending 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 mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer,


 


(vi)   
if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the
case may be, in respect of which Term Loan Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant
Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case
may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans,
as the case may be, of such Term Loan Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to
such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which
such Term Loan Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer,


 


(vii)  
all documentation in respect of such Extension shall be consistent with the foregoing,


 


(viii)  any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower, and


 


(ix)    
there may be no more than four different Facilities of Term Loans hereunder.


 






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(b)  
With respect to all Extensions consummated by the Borrower pursuant to this Section 5.21, (i) such Extensions shall not
constitute voluntary or mandatory payments or prepayments for purposes of Section 2.3, Section 5.4 or Section 5.5 and (ii) no Extension
Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify
as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to
be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower)
of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable Facilities be tendered. The Administrative
Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 5.21 (including,
for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extending Term Loans and/or Extended Revolving
Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any
provision of this Agreement (including, without limitation, Section 5.2, 5.11, Section 12.7(a) or any other pro rata payment section)
or any other Loan Document that may otherwise prohibit or restrict any such Extension or any other transaction contemplated by
this Section 5.21.


 


(c)   No
consent of any Lender or any Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender
agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion
thereof) and (ii) with respect to any Extension of the Revolving Credit Commitments, the consent of each Issuing Lender and
the Swing Line Lender, which consent shall not be unreasonably withheld or delayed. For the avoidance of doubt, no Lender
shall have its Term Loans or Revolving Credit Commitments extended without the written consent of such Lender. All Extending
Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this
Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable
Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative
Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower and other Loan Parties as may
be necessary in order to establish new Facilities in respect of Revolving Credit Commitments or Term Loans so extended and
such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the
Borrower in connection with the establishment of such new Facilities, in each case on terms consistent with this Section
5.21. In addition, any such amendment shall provide that, to the extent consented to by each relevant Issuing Lender, (a)
with respect to any Letters of Credit the expiration date for which extend beyond the maturity date for the non-extended
Revolving Credit Commitments, participations in such Letters of Credit on such maturity date shall be reallocated from
Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the
terms of such amendment (provided that such participation interests shall, upon receipt thereof by the relevant
Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit
Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto)
shall be adjusted accordingly) and (b) limitations on drawings of Revolving Credit Loans and issuances, extensions and
amendments to Letters of Credit shall be implemented giving effect to the foregoing reallocation prior to such reallocation
actually occurring to ensure that sufficient Extended Revolving Credit Commitments are available to participate in any such
Letters of Credit. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at
their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior
to the latest termination date of any Extending Term Loans or Extended Revolving Credit Commitments so that such maturity
date is extended to the latest termination date of any Extending Term Loans or Extended Revolving Credit Commitments (or such
later date as may be advised by local counsel to the Administrative Agent) and in connection therewith, to the extent
requested by Administrative Agent, the respective Loan Parties shall (at their expense) deliver to the Administrative Agent a
date down endorsement to the mortgagee’s title insurance policies issued to Administrative Agent with respect to any
such amended Mortgages.


 






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(d)  
In connection with any Extension, the Borrower shall provide the Administrative Agent at least 10 Business Days (or such
shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (to
ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established
by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 5.21.


 


SECTION 6. REPRESENTATIONS AND WARRANTIES


 


To
induce the Agents and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of
Credit, Parent, Holdings and the Borrower hereby jointly and severally represent and warrant to each Agent and each Lender that:


 


6.1.   
Financial Condition. The audited consolidated balance sheets of Parent as at December 31, 2017 and December 31, 2018,
and the related consolidated statements of income and of cash flows for the fiscal years ended on December 31, 2017 and December
31, 2018, reported on by and accompanied by a report from KPMG LLP, present fairly in all material respects the consolidated financial
condition of Parent as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective
fiscal years then ended.


 


6.2.   
No Change. Since December 31, 2018, there has been no development or event that has had or could reasonably be expected
to have a Material Adverse Effect.


 


6.3.    Existence;
Compliance with Law. Subject to Section 8.10, each of Parent, Holdings and its Subsidiaries (other than the Inactive
Subsidiaries) (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the corporate (or equivalent) power and authority, and the legal right, to own and operate its
Property, to lease the Property it operates as lessee and to conduct the Business in which it is currently engaged, (c) is
duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or
operation of Property or the conduct of its Business requires such qualification and (d) is in compliance with all
Requirements of Law except in each case referred to in clauses (a) (solely with respect to good standing of any Immaterial
Subsidiaries), (b), (c) or (d), to the extent that the failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 






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6.4.   
Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate (or equivalent) power
and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to consummate the
Transactions and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate (or equivalent)
action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and the consummation of
the Transactions and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No
consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person
is required to be obtained by any Loan Party in connection with the Transactions and the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations,
filings and notices described in Schedule 6.4 and Schedule 6.19(b), which consents, authorizations, filings and notices have been
obtained or made and are in full force and effect, (ii) the filings referred to in Schedule 6.19(a)-1 and Schedule 6.19(a)-3 or
(iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain
or make could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered
on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan
Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).


 


6.5.   
No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents by the Loan
Parties, the issuance of Letters of Credit, the borrowings hereunder, the use of the proceeds thereof and the consummation of the
Transactions will not violate any Requirement of Law applicable to, or any Contractual Obligation of, Parent, Holdings or any of
its Subsidiaries except to the extent such violation could not reasonably be expected to have a Material Adverse Effect and will
not result in, or require, the creation or imposition of any Lien on any of their respective Properties or revenues pursuant to
any such Requirement of Law or any material Contractual Obligation (other than the Liens created by the Security Documents).


 


6.6.   
Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending
or, to the knowledge of Parent, Holdings or the Borrower, threatened by or against Parent, Holdings or any of its Subsidiaries
or against any of their respective Properties or revenues (a) as of the Closing Date, with respect to any of the Loan Documents
or any of the transactions contemplated hereby or thereby, or (b) that, is reasonably expected to be adversely determined and if
so determined, could reasonably be expected to have a Material Adverse Effect.


 


 6.7.     No Default. No Default or Event of Default has occurred and is continuing.




 


6.8.    Ownership
of Property; Liens. Each of Holdings and its Subsidiaries has good and insurable title in fee simple to, or a valid
leasehold interest in, all its Real Property, and good title to, or a valid leasehold interest in, all its other Property,
except in each case, where the failure to have such title or interest could not reasonably expected to have a Material
Adverse Effect, and none of such Property (including the Real Property) is subject to any Lien except a Permitted Lien.
Attached as Schedule 6.8 is a list of all Real Property and Operated Property which are material to the operation of the
Business of Holdings or its Subsidiaries as of the Closing Date.


 






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6.9.   
Intellectual Property. . Except as could not reasonably be expected to have a Material Adverse Effect, (i) Holdings
and each of its Subsidiaries owns, or is licensed to use, all Intellectual Property material to the conduct of its business as
currently conducted, free and clear of all Liens other than Permitted Liens, and takes reasonable actions to protect, preserve
and maintain such Intellectual Property; and (ii) all such Intellectual Property is, to the knowledge of Holdings or the Borrower,
valid and is enforceable and all registrations and applications for such Intellectual Property have not expired or been abandoned,
except in the ordinary course. No action or proceeding is pending by any Person or, to the knowledge of Holdings or the Borrower,
threatened, or imminent, on the date hereof, and no holding, decision or judgment has been rendered by any Governmental Authority
or arbitrator which may limit, cancel or challenge the validity, enforceability, ownership or use of, such Intellectual Property
(other than office actions issued in the ordinary course of prosecution of any pending applications for patents or applications
for registration of other Intellectual Property) which could reasonably be expected to have a Material Adverse Effect, nor does
Holdings or the Borrower know of any valid basis for any such claim except for claims, actions, proceedings, holdings, decisions
or judgments which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The operation
of the Business of Holdings and its Subsidiaries does not infringe, misappropriate, dilute or otherwise violate the rights of any
Person to an extent which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of Holdings or the
Borrower, no Person is infringing, misappropriating, diluting or otherwise violating any Intellectual Property owned by any of
Holdings or its Subsidiaries to an extent which could reasonably be expected to have a Material Adverse Effect.


 


6.10.  
Taxes. Each of Parent, Holdings and each of its Subsidiaries has filed or caused to be filed all material Tax returns
that are required to be filed by it and has paid all material Taxes shown to be due and payable on said returns or on any assessments
made against it or any of its Property, and, except as could not otherwise reasonably be expected to result in a Material Adverse
Effect, all other Taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority (in each case
other than any Taxes, fees or charges the amount or validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves (to the extent required by GAAP) have been provided on the books of Parent, Holdings
or its Subsidiaries, as the case may be, and those which, with respect to Taxes or other assessments on Real Properties, can be
contested without payment under applicable law). To the knowledge of Parent, Holdings and the Borrower, no claim is being asserted
with respect to any Tax that could reasonably be expected to result in a Lien, except claims that individually or in the aggregate
could not reasonably be expected to have a Material Adverse Effect.


 


6.11.   Federal
Regulations. No part of the proceeds of any Loans will be used for “buying” or “carrying” any
Margin Stock within the respective meanings of each of the quoted terms under Regulation U as now and from time to time
hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. If requested by the
Administrative Agent, the Borrower will furnish to the Administrative Agent a statement to the foregoing effect in conformity
with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.


 






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6.12.  
Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a)
there are no strikes or other labor disputes against Holdings or any of its Subsidiaries pending or, to the knowledge of Holdings
or the Borrower, threatened; (b) hours worked by and payment made to employees of Holdings and its Subsidiaries have not been in
violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments
due from Holdings or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a
liability on the books of Holdings or the relevant Subsidiary.


 


 6.13. ERISA.




 


(a) 
Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) no ERISA Event has
occurred during the three-year period prior to the date on which this representation is made or deemed made with respect to any
Plan, and each Plan has complied, and is in compliance, with its terms and the applicable provisions of ERISA and the Code; (ii)
no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during
such three-year period;


(iii) 
except as described in Parent’s annual report on Form 10-K filed with the SEC, the present value of all accrued benefit
obligations of all underfunded Single Employer Plans (based on the assumptions used for purposes of applicable accounting standards)
does not exceed the value of the assets of all such underfunded Single Employer Plans; (iv) neither Parent, Holdings, nor any ERISA
Affiliate would become subject to any Withdrawal Liability if Parent, Holdings, or any ERISA Affiliate were to withdraw completely
from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed
made; and (v) none of Parent, Holdings, the Subsidiaries and the ERISA Affiliates has received any written notification that any
Multiemployer Plan is Insolvent, in “endangered” or “critical” status, or has been terminated (all within
the meaning of Title IV of ERISA), or has knowledge that any Multiemployer Plan is reasonably expected to be Insolvent, in “endangered”
or “critical” status, or terminated.


 


(b)  With
respect to each employee benefit arrangement mandated by non-U.S. law (a “Foreign Benefit Arrangement”)
and with respect to each employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA)
in each case maintained or contributed to by Parent, Holdings, the Subsidiaries or any ERISA Affiliate on behalf or for the
benefit of employees located outside the U.S. and that is not subject to U.S. law (a “Foreign Plan”),
except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) any employer and
employer contributions required by applicable law or by the terms of such Foreign Benefit Arrangement or Foreign Plan to have
been made by Parent or the Subsidiaries have been made, or, if applicable, accrued in accordance with normal accounting
practices; (ii) the accrued benefit obligations of each Foreign Plan that is maintained solely by Parent, Holdings, Borrower,
any of their respective Subsidiaries or any ERISA Affiliate (based on those assumptions used to fund such Foreign Plan) with
respect to all current and former participants do not exceed the assets of such Foreign Plan; (iii) each Foreign Plan that is
required to be registered by Parent or the Subsidiaries has been registered and has been maintained in good standing with
applicable regulatory authorities; and (iv) each Foreign Benefit Arrangement and Foreign Plan that in each case is maintained
solely by Parent, Holdings, Borrower, any of their respective Subsidiaries or any ERISA Affiliate is in compliance (A) with
all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to such
Foreign Plan or Foreign Benefit Arrangement and (B) with the terms of such plan.


 






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6.14.  
Investment Company Act; Other Regulations. No Loan Party is required to register as an “investment company”
under the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other
than Regulation X of the Board) that limits its ability to incur Indebtedness.


 


6.15.   Subsidiary
Guarantors and Other Entities. Schedule 6.15(a), as of the Closing Date, sets forth the name and jurisdiction of
formation of Parent, Holdings, Borrower and each Subsidiary Guarantor and, as to each such entity, the percentage of each
class of Capital Stock owned by any Loan Party, and, except as so disclosed, there are no outstanding subscriptions, options,
warrants, calls, rights or other agreements or commitments (other than directors’ qualifying shares) of any nature
relating to any Capital Stock of Holdings, the Borrower or any such Subsidiary of the Borrower, except as created by the Loan
Documents. Schedule 6.15(b), as of the Closing Date, sets forth the name and jurisdiction of formation of (i) each Excluded
Subsidiary, (ii) each entity that is included in the definition of Excluded Assets in the Guarantee and Collateral Agreement
and (iii) each joint venture, and for each such Person, sets forth which of the categories described in the foregoing clauses
(i) through (vii) apply to such Person.


 


6.16.   Use
of Proceeds.




 


(a) 
The proceeds of the Tranche B Term Loans made on the Closing Date shall be used to (a) repay the outstanding Indebtedness
under the Existing Credit Agreement, (b) pay fees and expenses incurred in connection with the Transactions and the Related Transactions
and (c) finance the working capital needs and general corporate purposes of Parent, Holdings, the Borrower and its Subsidiaries.
The proceeds of the Revolving Credit Loans, the Swing Line Loans, and the Letters of Credit, shall be used to finance the working
capital needs and general corporate purposes of Parent, Holdings, the Borrower and its Subsidiaries.


 


(b) 
No part of the proceeds of any Loan or any Letter of Credit will be used, directly or, to the knowledge of Parent, Holdings
or the Borrower, indirectly, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving
of money, or anything else of value to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing
or facilitating activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the
extent specifically or generally licensed by OFAC (or otherwise authorized by OFAC) or (C) in any manner that would result in the
violation of applicable Sanctions applicable to any party hereto.


 


6.17.  
Environmental Matters.   Except as listed on Schedule 6.17 or, in the aggregate, could not reasonably be expected
to have a Material Adverse Effect:


 






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(a) 
the Real Properties, and such other amusement parks, attractions or real properties operated solely by Parent or its Subsidiaries,
or in respect of which Parent or any of its Subsidiaries would be liable as an owner or operator under any Environmental Law (collectively,
together with the Real Properties, the “Operated Properties”), do not contain, and, to their knowledge, have
not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute a violation
of, could reasonably be expected to give rise to liability of Parent, the Borrower or any Subsidiary under, or require remedial
action by Parent, the Borrower or any Subsidiary pursuant to, any Environmental Law;


 


(b) 
neither Parent nor any of its Subsidiaries has received any notice of violation or alleged violation of, non-compliance
with, or liability or potential liability under, Environmental Laws with regard to any of the Operated Properties or the business
operated by Parent or any of its Subsidiaries (the “Business”), the subject of which notice has not been remediated
or finally settled in accordance with Environmental Law, nor does Parent or the Borrower have knowledge that any such notice will
be received or is being threatened;


 


(c) 
Hazardous Materials have not been transported or disposed of from the Operated Properties by or on behalf of Parent, Borrower
or their Subsidiaries in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability
under, any Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any
of the Operated Properties in violation of, or in a manner that could reasonably be expected to give rise to liability to Parent,
the Borrower or any Subsidiary under, or require remedial action by Parent, the Borrower or any Subsidiary pursuant to, any applicable
Environmental Law which have not been remediated or finally settled in accordance with Environmental Law;


 


(d) 
no Environmental Claim is pending or, to the knowledge of Parent and the Borrower, threatened, to which Parent or any Subsidiary
is or could reasonably be expected to be named as a party with respect to the Operated Properties or the Business, nor has Parent
or any Subsidiary received written notice of any consent decrees or other decrees, consent orders, administrative orders or other
orders, of any Governmental Authority outstanding under any Environmental Law with respect to the Operated Properties or the Business;


 


(e) 
there has been no Release of Hazardous Materials at or from the Operated Properties or arising from or related to the operations
of Parent or any Subsidiary in connection with the Operated Properties or otherwise in connection with the Business, in violation
of or in amounts or in a manner that could reasonably be expected to give rise to liability of Parent, the Borrower or any Subsidiary
under, or require remedial action by Parent, the Borrower or any Subsidiary or pursuant to, Environmental Laws which have not been
remediated or finally settled in accordance with Environmental Law;


 


(f)  the
Operated Properties and the Business are in compliance, and have during the last five years been in compliance, with all
applicable Environmental Laws, and there is no contamination by Hazardous Materials at, under or about the Operated
Properties nor any violation of any Environmental Law with respect to the Operated Properties or the Business, in each case
that could reasonably be expected to give rise to liability of Parent or its Subsidiaries under any Environmental Law;
and


 






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(g)  neither
Parent nor any Subsidiary has contractually assumed or retained any liability of any other Person under Environmental Laws.


 


This Section 6.17 sets forth the sole and exclusive representations and warranties of the Loan Parties with respect to
environmental, health and safety matters, including with respect to Environmental Laws, Environmental Claims and Hazardous
Materials.


 


6.18.  
Accuracy of Information, Etc. No written information (other than projections, budgets, estimates, forward-looking
information and information of a general industry or economic nature) furnished by or on behalf of any Loan Party to the Administrative
Agent and the Lenders, concerning Parent, the Borrower and their respective Subsidiaries and Investments (including the Partnership
Parks), taking into account the Transactions, for use in connection with the Transactions contemplated by this Agreement or the
other Loan Documents, when considered as a whole, as of the date such written information was so furnished, contained any untrue
statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein,
in light of the circumstances in which they were made not materially misleading, as updated and supplemented from time to time.
The financial projections concerning Parent, the Borrower and their respective Subsidiaries and Investments (including the Partnership
Parks), taking into account the Transactions were based upon good faith estimates and assumptions believed by the management of
Holdings to be reasonable at the time made, it being recognized by the Lenders that such financial projections, as it relates to
future events is not to be viewed as fact or a guarantee of performance, and that actual results during the period or periods covered
by such financial projections may differ from the projected results set forth therein, and such differences may be material.


 


6.19.   Security
Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for
the benefit of the Lenders, a legal, valid and enforceable (except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability) security interest in the Collateral (other than the Mortgaged Properties)
described therein and proceeds thereof. In the case of the Pledged Stock and Pledged Notes described in the Guarantee and
Collateral Agreement, when any certificates representing such Pledged Stock or promissory notes representing Pledged Notes,
as applicable, are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee
and Collateral Agreement when financing statements in appropriate form are filed in the offices specified on Schedule 6.19(a)
(which financing statements have been duly completed and delivered to the Administrative Agent), when deposit account control
agreements have been executed by the Administrative Agent, the account holder and the relevant depository institution, and
such other filings or agreements as are specified on Schedule 3 to the Guarantee and Collateral Agreement, when, for
Collateral consisting of registered and applied for United States patents, trademarks and copyrights, the filings described
in the immediately following sentence have been made (all documentation in respect of which other filings have been or will
have been duly completed and executed and delivered to the Administrative Agent on or prior to the Closing Date except as
otherwise set forth on Schedule 8.10 hereto), the Guarantee and Collateral Agreement shall constitute a perfected Lien on,
and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as
security for the Obligations, in each case prior and superior in right to any other Person (except (i) in the case of
Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Collateral consisting of Pledged Stock, (x) only
those Permitted Liens that are nonconsensual or (y) Liens securing pari passu secured Refinancing Notes, pari passu secured
Refinancing Term Facilities, pari passu secured Replacement Revolving Facilities, pari passu Incremental Term Facilities,
pari passu secured Incremental Revolving Facilities or pari passu secured Indebtedness under Section 9.3(c)). In the case of
Collateral consisting of issued, registered and applied for United States patents, trademarks or copyrights, to the extent
required by applicable Federal law, filings made at the United States Patent and Trademark Office and the United States
Copyright Office shall perfect the Lien and security interest created under the Guarantee and Collateral Agreement in all
right, title and interest of the Loan Parties in such Collateral and the proceeds thereof (subject to the limitations and
requirements set forth in the Guarantee and Collateral Agreement) as security for the Obligations , in each case prior and
superior in right to any other Person (subject to Permitted Liens); provided, however, that additional filings to be
made at the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect the
security interest in any Intellectual Property acquired after the date hereof. Schedule 6.19(a)-2 lists, as of the Closing
Date, each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing
Date. Schedule 6.19(a)-3 lists, as of the Closing Date, each UCC Financing Statement that (i) names any Loan Party as debtor
and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have
delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized by the
relevant secured party, in respect of each UCC Financing Statement listed in Schedule 6.19(a) -3. Notwithstanding the
foregoing, neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection
or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those
pledges and security interests (if any) made under the Laws of the jurisdiction of formation of the applicable Foreign
Subsidiary) in any Capital Stock or assets of any Foreign Subsidiary, or as to the rights and remedies of the Agent or any
Lender with respect thereto, under foreign law.


 






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(b)
Each of the Mortgages, when filed (or which have been filed) in the offices specified on Schedule 6.19(b), will be in form sufficient
to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights
generally or by equitable principles relating to enforceability) Lien on the Mortgaged Properties described therein and proceeds
thereof; and shall upon due filing constitute a first priority perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations,
in each case prior and superior in right to any other Person (other than Persons holding Permitted Liens or other encumbrances
or rights permitted hereunder or by the relevant Mortgage).


 


6.20.  
Solvency. As of the Closing Date, after giving effect to the Transactions and the incurrence of all Indebtedness
and Obligations being incurred in connection herewith and therewith Parent and its Subsidiaries (taken as a whole) are Solvent.


 






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 6.21. [Reserved].




 


6.22.  
Parks. Set forth on Schedule 6.22 is a complete and correct list of all of the amusement and attraction parks owned
or leased, and currently operated (the “Existing Parks”), by Parent or its Subsidiaries as of the Closing Date.


 


 6.23. Anti-Corruption Laws and Sanctions.




 


(a) 
To the extent applicable, each Loan Party is in compliance, in all material respects, with the (i) Trading with the Enemy
Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) PATRIOT Act.


 


(b) 
The Parent has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by
the Parent, its Subsidiaries and their respective directors and officers with Anti-Corruption Laws and applicable Sanctions, and
the Parent, its Subsidiaries and, to the knowledge of the Parent, its directors and officers, are in compliance with Anti-Corruption
Laws and applicable Sanctions in all material respects. None of the Parent, its Subsidiaries and, to the knowledge of the Borrower,
its directors and officers, is currently the subject of any U.S. sanctions program administered by OFAC.


 


SECTION 7. CONDITIONS PRECEDENT


 


7.1.   
Conditions Precedent to Initial Borrowing. The agreement of each Lender to make the initial extension of credit requested
to be made by it hereunder is subject to the satisfaction or waiver, prior to or concurrently with the making of such extension
of credit on the Closing Date, of the following conditions precedent (the making of the initial extensions of credit shall be deemed
to be the satisfaction or waiver of all of the conditions precedent in this Section 7.1):


 


(a)  Loan
Documents. The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized
officer of Parent, Holdings and the Borrower, (ii) the Guarantee and Collateral Agreement, executed and delivered by a duly
authorized officer of Parent, Holdings, the Borrower and each Subsidiary Guarantor, (iii) a Lender Addendum, executed and
delivered by a duly authorized officer of each party thereto, (iv)  for the account of each relevant Lender that so
requests at least two Business Days in advance of the Closing Date, Notes conforming to the requirements hereof and executed
and delivered by a duly authorized officer of the Borrower, (v) the duly authorized, executed and delivered Intercompany
Subordinated Note and (vi) each of the other Security Documents (including but not limited to United States registered or
issued Intellectual Property security agreements and deposit account control agreements) to be delivered as of the Closing
Date.


 


(b)  Time
Warner-Related Matters. The Administrative Agent shall be satisfied (i) that either (x) no consent of Time Warner, Warner
Bros. Entertainment Inc. (as assignee of Time Warner Entertainment Company, L.P.) or any of their respective affiliates is
required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents and the
payment in full of all loans under and cancellation of all commitments under the Existing Credit Facility or (y) if any such
consent is required in the reasonable discretion of the Administrative Agent, or if the Borrower otherwise determines that
such consent is necessary or desirable, then such consent has been obtained to the reasonable satisfaction of the
Administrative Agent and (ii) that the level of secured indebtedness permitted under the Subordinated Indemnity Agreement has
been increased to a level to be mutually agreed that is reasonably satisfactory to the Administrative Agent.


 






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(c) 
Solvency Certificate. The Administrative Agent shall have received a solvency certificate from the chief financial
officer of Parent substantially in the form of Exhibit D.


 


(d) 
Pro Forma Compliance Certificate; Financial Statements; Financial Covenant Compliance. The Lenders shall have received
and be satisfied with in their reasonable discretion: (i) the Pro Forma Compliance Certificate and (ii) the audited consolidated
financial statements described in Section 6.1(a). The Pro Forma Compliance Certificate shall show a Senior Secured Leverage Ratio
of not more than 4.00 to 1.00.


 


(e) 
Approvals. All material Governmental Authority and third party approvals necessary to be obtained by Holdings or
any of its Subsidiaries in connection with the transactions contemplated hereby shall have been obtained and be in full force and
effect.


 


(f) 
No Material Indebtedness. After giving effect to the repayments and refinancing of Indebtedness of the Loan Parties
that shall occur on the Closing Date, (i) the Loan Parties shall have no material Indebtedness other than under the Loan Documents,
the Senior Notes, the Partnership Parks Agreements and existing Indebtedness (including certain existing intercompany indebtedness)
permitted by Section 9.3 and (ii) the Partnership Parks Entities shall have no material Indebtedness other than the Partnership
Parks Revolving Agreements and existing Indebtedness (including certain existing intercompany indebtedness) permitted by Section
9.3.


 


(g) 
Fees. The Lenders, the Administrative Agent, the Arrangers and the Joint Bookrunners shall have received all fees
required to be paid, and all expenses for which invoices have been presented (including reasonable fees, disbursements and other
charges of counsel to the Administrative Agent), on or before the Closing Date.


 


(h) 
Lien Searches. The Administrative Agent shall have received the results of recent Uniform Commercial Code and other
lien searches in each relevant domestic jurisdiction with respect to all Property of the Loan Parties (except that with respect
to the Real Property, such lien searches shall be limited to the Mortgaged Properties), and such search shall reveal no Liens on
any of the Property of the Loan Parties, except for Permitted Liens or Liens to be discharged prior to or at the Closing Date.


 


(i)  Closing
Certificates. The Administrative Agent shall have received the following certificates, each dated the Closing Date, in
form and substance reasonably satisfactory to it: (i) a certificate duly executed by either the chief executive officer or
the chief financial officer of the Borrower certifying as to the satisfaction of certain conditions precedent specified
therein and (ii) a certificate duly executed by a Responsible Officer, the secretary or the assistant secretary of each Loan
Party with appropriate insertions and attachments.


 






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(j) 
Legal Opinions. The Administrative Agent shall have received the following executed legal opinions:


 


(i) 
the legal opinion of Kirkland & Ellis LLP, special counsel to Parent, Holdings, the Borrower and its Subsidiaries, in
form and substance reasonably satisfactory to the Administrative Agent; and


 


(ii)  the
legal opinions of local counsel with respect to each Subsidiary Guarantor (other than Six Flags America Inc. and the Leased
Park Entities) not covered in the legal opinions referred to above in clause (i) of this Section 7.1(j), in form and
substance reasonably satisfactory to the Administrative Agent.


 


Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may reasonably require.


 


(k) 
Pledged Stock; Stock Powers; Acknowledgment and Consent; Pledged Notes. The Administrative Agent shall have received
(i) if certificated, the certificates representing the Capital Stock pledged pursuant to the Guarantee and Collateral Agreement,
together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof,
(ii) such Acknowledgments and Consents, substantially in the form of Annex II to the Guarantee and Collateral Agreement, duly executed
by certain issuers of Capital Stock to the extent required pursuant to the Guarantee and Collateral Agreement and (iii) each promissory
note, if any, pledged and required to be delivered pursuant to the Guarantee and Collateral Agreement endorsed in blank (or accompanied
by an executed transfer form in blank satisfactory to the Administrative Agent) by the pledgor thereof.


 


(l) 
Filings, Registrations and Recordings. Each document (including, without limitation, any Uniform Commercial Code
financing statement and Uniform Commercial Code termination statement) required by the Security Documents and reasonably requested
by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the
benefit of the Lenders, a perfected Lien on the Collateral described therein (including without limitation filings in respect of
United States registered or issued Intellectual Property), prior and superior in right to any other Person(other than with respect
to Permitted Liens), shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent in
proper form for filing, registration or recordation.


 


(m)
Flood Certificates. The Administrative Agent shall receive a completed Flood Certificate with respect to each Mortgaged
Property, which Flood Certificate shall be addressed to the Administrative Agent for the benefit of the Lenders, be completed by
a company which has guaranteed the accuracy of the information contained therein and otherwise comply with the Flood Program.


 






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(n) 
Insurance. The Administrative Agent shall have received insurance certificates satisfying the requirements of Section
8.4 that provide that the Administrative Agent is an additional insured or lender’s loss payee, together with endorsements
to such insurance policies as may be reasonably requested by the Administrative Agent.


 


(o) 
The U.S.A. PATRIOT Act. No later than three Business Days prior to the Closing Date, to the extent requested in writing
by the Administrative Agent at least five Business Days prior to the Closing Date, the Administrative Agent shall have received
the documentation and other information as required by bank regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including the U.S.A. PATRIOT Act(including, without limitation, a Beneficial Ownership
Certification in relation to the Borrower).


 


(p) 
Pro Forma Compliance. The Loan Parties shall be in pro forma compliance with the financial covenants set forth
in Section 9.1.


 


7.2.   
Conditions to Each Extension of Credit. Except as otherwise set forth in Sections 2.4, 2.5, 3.4 and 5.21 herein,
the agreement of each Lender to make any extension of credit requested to be made by it hereunder on any date (including, without
limitation, its initial extension of credit) is subject to the satisfaction of the following conditions precedent:


 


(a) 
Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant
to the Loan Documents shall be true and correct in all material respects on and as of such date as if 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 were true and correct in all material respects as of such earlier date, provided, that, to the extent any
such representation and warranty is already qualified by materiality or by reference to material adverse effect, such representation
shall be true and correct in all respects.


 


(b)  No
Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the
extensions of credit requested to be made on such date.


 


Each borrowing by, and issuance of a Letter of Credit on behalf of,
the Borrower hereunder shall constitute a representation and warranty by Parent, Holdings and the Borrower as of the date of
such extension of credit that the conditions contained in this Section 7.2 have been satisfied or waived.


 


SECTION 8. AFFIRMATIVE COVENANTS


 


Parent,
Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of
Credit remains outstanding (unless such Letter of Credit has been cash collateralized in full or a backstop letter of credit
reasonably acceptable to the applicable Issuing Lender is in place) or any Loan or other Obligation (other than obligations
under Specified Hedge Agreements and Specified Cash Management Agreements and contingent indemnification obligations not then
due and payable) is owing to any Lender or any Agent hereunder, each of Parent, Holdings and the Borrower shall and shall
cause each of their respective Subsidiaries to:


 






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8.1.   
Financial Statements and Other Information. Deliver to the Administrative Agent for prompt distribution to each of
the Lenders:


 


(a) 
within 90 days after the end of each fiscal year of Parent, consolidated statements of operations, shareholders’ equity
and cash flows of Parent and its Subsidiaries for such fiscal year and the related consolidated balance sheets of Parent and its
Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding consolidated figures
for the preceding fiscal year, accompanied by an opinion thereon of independent certified public accountants of recognized national
standing, which opinion shall state that such consolidated financial statements present fairly in all material respects the consolidated
financial position and results of operations of Parent and its Subsidiaries as at the end of, and for, such fiscal year in conformity
with GAAP (it being agreed that such financial statements will be accompanied by a reconciliation statement to the operations of
Borrower and its Subsidiaries) without a “going concern” or like qualification arising out of the scope of the audit
(except relating to the financial statements for the fiscal year ending immediately prior to the stated termination date or maturity
date of the relevant Facility, in each case to the extent solely related to such termination date or maturity date) or any other
exception or qualification arising out of the scope of the audit (except relating solely to changes in accounting principles or
practices reflecting changes in GAAP);


 


 (b) [reserved];




 


(c)  within
90 days after the end of each fiscal year of each of Texas Flags, Ltd. and Six Flags Over Georgia II, L.P., consolidated
statements of operations, partners’ equity and cash flows of each of Texas Flags, Ltd. and Six Flags Over Georgia II,
L.P. and its Subsidiaries for such fiscal year and the related consolidated balance sheets of each of Texas Flags, Ltd. and
Six Flags Over Georgia II, L.P. and its Subsidiaries as at the end of such fiscal year, setting forth in each case in
comparative form the corresponding consolidated figures for the preceding fiscal year, accompanied by an opinion thereon of
independent certified public accountants of recognized national standing, which opinion shall state that such consolidated
financial statements present fairly in all material respects the consolidated financial position and results of operations of
each of Texas Flags, Ltd. and Six Flags Over Georgia II, L.P. and its Subsidiaries as at the end of, and for, such fiscal
year in conformity with GAAP;


 


(d)  within
45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of Parent, interim condensed
consolidated statements of operations, shareholders’ equity and cash flows of Parent and its Subsidiaries 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 sheets of Parent and its Subsidiaries, as at the end of such period, setting forth in each case in
comparative form the corresponding consolidated figures for the corresponding periods in the preceding fiscal year (except
that, in the case of balance sheets, such comparison shall be to the last day of the prior fiscal year), accompanied by a
reconciliation statement to the operations of Borrower and its Subsidiaries and a certificate of a Responsible Officer of
Parent, which certificate shall state that such consolidated financial statements present fairly in all material respects the
interim condensed consolidated financial condition and results of operations of Parent and its Subsidiaries, in each case in
accordance with GAAP, consistently applied except as set forth therein, as at the end of, and for, such period (subject to
normal year-end audit adjustments and absence of footnotes);


 






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(e) 
if any Unrestricted Entities are consolidated in the consolidated financial statements referenced in Section 8.1(a) or Section
8.1(d), simultaneously with the delivery of each set of consolidated financial statements referred to in such sections, the related
consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of any Unrestricted Entities
(if any) from such consolidated financial statements;


 


(f) concurrently
with any delivery of financial statements under clause (a) or (d)     this
Section 8.1, a certificate of a Responsible Officer of Parent, (i) to the effect that no Default or Event of Default has
occurred and is continuing (or, if any Default or Event of Default has occurred and is continuing, describing the same in
reasonable detail and describing the action being taken or proposed to be taken with respect thereto), (ii) commencing with
the fiscal quarter ending June 30, 2019, setting forth in reasonable detail the computations necessary to determine whether
the Loan Parties were in compliance with Section 9.1 as of the end of the respective quarterly fiscal period or fiscal year,
as applicable , (except
with respect to the Measurement Periods ending June 30, 2020, September 30, 2020, and December 31, 2020), (iii)
setting forth the Restricted Payments made pursuant to Section 9.6(c)(i), (ii) and (iii), Section 9.6(e), Section 9.6(h),
Section 9.6(l), Section 9.6(p), Section 9.6(q) and Section 9.6(r), Investments made pursuant to Section 9.8(g) and Section
9.8(v)(i), (ii) and (iii), and prepayments made pursuant to Section 9.9(f) during the applicable quarterly fiscal period or
fiscal year and including a description of such Restricted Payment, Investment or prepayment by category and (iv) for any
such certificate delivered with the financial statements under clause (a) of this Section 8.1, setting forth Excess Cash Flow
for the last ended fiscal year, and the Available Amount and the Parent Available Amount as of the date of such certificate,
in each case with calculations in reasonable detail;


 


(g)
no later than 75 days after the end of each fiscal year of Parent, a detailed consolidated budget for the following fiscal year;


 


(h)
if the Parent is not then a reporting company under the Exchange Act, as amended, within 45 days after the end of each of the first
three fiscal quarters of Parent and within 90 days after each fiscal year of Parent, a narrative discussion and analysis of the
financial condition and results of operations of Parent and its Subsidiaries for such fiscal period and, if applicable, for the
period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods
of the previous year;


 


(i)  promptly
upon their becoming publicly available, copies of all registration statements and regular periodic reports, if any, that
Parent, Holdings or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency
substituted therefor) or any national securities exchange (other than amendments to any registration statement (to the extent
such registration statement, in the form it became effective, is delivered), exhibitsto any registration statement and,
if applicable, any registration statement on Form S-8); and


 






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(j) 
from time to time such other information regarding the financial condition, operations or business of Parent or any of
its Subsidiaries (including, without limitation, any Plan to which Parent or the Subsidiaries are obligated to contribute and
any material reports or other information required to be filed by Parent or the Subsidiaries under ERISA), as any Lender
(through the Administrative Agent) or the Administrative Agent may reasonably request; provided however that in no
event shall the requirements of this Section 8.1(j) require Parent, Holdings, Borrower or any Subsidiary to provide any
document or information (A) that constitutes non-financial trade secrets or non-financial proprietary information, (B) in
respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is
prohibited by law or any binding agreement (if entered into in good faith without the intent of limiting this Section
8.1(j)), (C) that is subject to attorney- client privilege or (D) to the extent such information is not reasonably
available.;


 


(k)
until
the Administrative Agent has received the compliance certificate required to be delivered pursuant to Section 8.1(f) with respect
to the fiscal quarter ending March 31, 2021, within thirty (30) days after the end of each calendar month (or such longer period
as the Administrative Agent may agree in its sole discretion), (i) a summary consolidated balance sheet and profit and loss statements
for the Parent and its Subsidiaries as of the end of such calendar month and (ii) customary park attendance metrics monitored
by the Parent and its Subsidiaries, in each case, in form reasonably satisfactory to the Administrative Agent; and


 


(l) 
With respect
to each calendar month ending on or prior to the earlier of the end of Designated Period and December 31, 2021, within thirty
(30) days after the end of each such calendar month (or such longer period as the Administrative Agent may agree in its sole discretion)
(or 45 days in the case of the last month of a fiscal quarter), a certificate of a Responsible Officer of Parent setting forth
Liquidity as of the end of such calendar month, in form reasonably satisfactory to the Administrative Agent.


 


Notwithstanding
the foregoing, the obligations in paragraphs (a), (d), (h) and (i) of this Section 8.1 may be satisfied with respect to financial
information of Parent and its Subsidiaries by furnishing Parent’s Form 10-K or 10-Q, as applicable, to the extent filed with
the SEC.


 


Documents
required to be delivered pursuant to Section 8.1 may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date (i) on which Parent posts such documents, or provides a link thereto on Parent’s website on
the Internet; or (ii) on which such documents are posted on Parent’s or the Borrower’s behalf on a Platform; provided that
(i) upon written request by the Administrative Agent, Parent or the Borrower shall deliver paper copies of such documents to
the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is
given by the Administrative Agent and (ii)  Parent or the Borrower shall notify (which may be by facsimile or electronic
mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic
mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance
the Borrower shall be required to provide paper copies (including via PDF) of the Compliance Certificates required by Section
8.1(f) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or
requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such
documents. Notwithstanding
the foregoing, any certificates, financial reports and other information delivered to the Administrative Agent pursuant to
Section 8.1(k) and (l) shall only be distributed to each Lender who has agreed to receive material non-public information
(within the meaning of the United States federal securities laws).


 






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8.2.   
Notices of Material Events. Furnish the following to the Administrative Agent in writing:


 


(a) 
promptly after any Responsible Officer of Parent, Holdings or the Borrower has actual knowledge of any Default or Event
of Default has occurred, notice of such Default or Event of Default;


 


(b)  as
soon as any Responsible Officer of Parent, Holdings or the Borrower has actual knowledge of the occurrence thereof, prompt
notice of all legal or arbitral proceedings, and of all proceedings by or before any governmental or regulatory authority or
agency, and of any material development in respect of such legal or other proceedings, against Parent or any of its
Subsidiaries that, could reasonably be expected to be adversely determined, and if so determined, could reasonably be
expected to result in aggregate liabilities or damages in excess of $50,000,000 over available insurance or indemnification
by creditworthy third parties that have not denied such insurance or indemnification;


 


(c) 
(i) as soon as possible after any Responsible Officer of Parent, Holdings or the Borrower has actual knowledge that any
ERISA Event has occurred or exists, notice of the occurrence of such ERISA Event (and as soon as practicable thereafter, a copy
of any report or notice required to be filed with or given to the PBGC by Parent, Holdings or an ERISA Affiliate with respect to
such ERISA Event), if such ERISA Event could reasonably be expected to result in aggregate liabilities in excess of $50,000,000
and (ii) if requested by the Administrative Agent, promptly following receipt thereof, copies of any documents described in Sections
101(k) or 101(l) of ERISA that Parent, Holdings or any ERISA Affiliate has requested with respect to any Multiemployer Plan; provided,
that if Parent, Holdings or any of the ERISA Affiliates have not requested such documents or notices from the administer or sponsor
of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, Parent, Holdings and/or the ERISA
Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and Parent shall provide
copies of such documents and notices to the Administrative Agent promptly after receipt thereof and further provided that
the rights granted to the Administrative Agent in this Section 8.2(c)(ii) shall be exercised not more than once during a 12-month
period;


 


(d)  reasonably
promptly after a Responsible Officer of Parent, Holdings or the Borrower has actual knowledge of the assertion thereof,
notice of any Environmental Claim by any Person against, or with respect to the activities of, Parent or any of its
Subsidiaries and notice of any alleged violation of, or non-compliance with, any Environmental Laws or any Environmental
Permits other than any Environmental Claim or alleged violation or non- compliance that, could reasonably be expected to be
adversely determine and if so determined could not (either individually or in the aggregate) reasonably be expected to result
in a Material Adverse Effect (after giving effect to available insurance or indemnification by creditworthy third parties);
and


 






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(e) 
prompt notice after a Responsible Officer of Parent, Holdings or the Borrower has actual knowledge of any other development
that results in, or could reasonably be expected to result in, a Material Adverse Effect.


 


Each
notice delivered under this Section 8.2 shall be accompanied by a statement of a Responsible Officer of Parent or the Borrower
setting forth in reasonable detail the facts and circumstances of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.


 


		8.3.	Existence, Inspection of Books and Records, Etc.



 


(a) 
(i) Preserve, renew and maintain in full force and effect its legal existence under the laws of the jurisdiction of its
organization (other than with respect to Inactive Subsidiaries or Immaterial Subsidiaries) and (ii) take all reasonable action
to maintain all rights, privileges (including its good standing), permits, licenses and franchises reasonably necessary in the
normal conduct of its business, except (A) in the case of clause (ii) above, to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect or (B) in the case of clause (i) or (ii) above, pursuant to a transaction permitted
by Section 9.5;


 


(b) 
pay and discharge all Taxes imposed on it or on its income or profits or on any of its Property prior to the date on which
penalties attach thereto, except for any such obligation, Tax, assessment, charge or levy (i) the payment of which is being contested
in good faith and by proper proceedings and against which adequate reserves are being maintained to the extent required by GAAP;
provided that, with respect to Taxes assessed against Real Properties, such Taxes can be contested without payment under
applicable law or (ii) where the failure to pay or discharge such obligation, Tax, assessment, charge or levy would not reasonably
be expected to result in a Material Adverse Effect;


 


(c) 
maintain and preserve all of its Properties material to the conduct of the Business of Parent, Holdings and its Subsidiaries
(taken as a whole) in good working order and condition (ordinary wear and tear, casualty and condemnation excepted), except for
failures that could not reasonably be expected to result in a Material Adverse Effect;


 


(d) 
keep adequate records and books of account, in which complete entries in all material respects will be made in accordance
with GAAP (it being understood and agreed that certain Foreign Subsidiaries maintain records and books of account in conformity
with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not
constitute a breach of the representations, warranties or covenants hereunder); and


 


(e)  permit
representatives of any Lender or the Administrative Agent, upon reasonable advance notice and during normal business hours,
to examine, copy and make extracts from its books and records, to visit and inspect any of its Properties, and to discuss its
business, finances, condition and affairs with its officers and independent accountants and the park presidents of its Parks,
all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be); provided that
(i) Borrower shall only bear the expenses of the Administrative Agent in respect of the foregoing (x) not more than once per
fiscal year in the absence of any continuing Event of Default and (y) during the continuance of an Event of Default, and (ii)
excluding any such visits and inspections during the continuance of an Event of Default, only the Administrative Agent on
behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 8.3(e). The
Administrative Agent and the Lenders shall give Parent the opportunity to participate in any discussions with Parent’s
independent public accountants. Notwithstanding anything to the contrary in this Section 8.3(e), none of Parent or any
Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion
of (x) any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial
proprietary information or (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective
representatives or contractors) is prohibited by law or any binding agreement (if entered into in good faith without the
intent of limiting this Section 8.3(e)), (y) that is subject to attorney-client privilege or (z) such information is not
reasonably available.


 






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8.4.    Insurance.
Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such
types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons
engaged in the same or similar businesses as Holdings and its Subsidiaries) as are customarily carried under similar
circumstances by such other Persons.


 


8.5.    Compliance
with Contractual Obligations and Requirements of Law. Comply with Contractual Obligations and Requirements of Laws,
unless failure to comply with such Contractual Obligations or Requirements of Law could not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect. The Parent will maintain in effect and enforce policies
and procedures designed to facilitate compliance in all material respects by the Parent, Holdings, Borrower, their
Subsidiaries and their respective directors and officers with Anti-Corruption Laws and applicable Sanctions.


 


8.6.   
Additional Collateral, Etc. (a) With respect to any personal Property acquired after the Closing Date by Parent,
Holdings, the Borrower or any Loan Party (other than


(w)  any
personal Property described in paragraph (c) of this Section, (x) any Property subject to a Lien permitted by Sections
9.4(b), (h), (i), (l), and (v), (y) or (z), any Property (including Capital Stock) acquired by an Excluded Subsidiary (in
each case only if such acquisitions do not result in such Excluded Subsidiary no longer being an Excluded Subsidiary), or
that is otherwise excluded from the definition of Collateral pursuant to the first proviso therein, and (z) any Property
acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a
Requirement of Law or a Contractual Obligation binding on Parent, Holdings, the Borrower or any Subsidiary that is the owner
of such Property (including pursuant to the Partnership Parks Agreements), provided that such Contractual Obligation
existed at the time such Property was acquired and was not entered into in anticipation of such acquisition for the purposes
of evading the guarantee and collateral requirements hereunder) as to which the Administrative Agent, for the benefit of the
Lenders, does not have a perfected Lien, promptly, and in any event on or prior to the date that is 60 days after such
acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) execute and
deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as and
to the extent required by the Guarantee and Collateral Agreement or as the Administrative Agent reasonably deems necessary or
advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii)
take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected
first priority security interest in such Property (subject to Permitted Liens), including without limitation, the filing of
Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral
Agreement as may be reasonably requested by the Administrative Agent. Notwithstanding the foregoing, any Loan Party creating
or acquiring Intellectual Property shall be required to take the actions required under the Guarantee and Collateral
Agreement in respect of notifications to the Administrative Agent and filings in connection with such Intellectual
Property.


 






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(b)  With
respect to any fee interest in any Real Property or leasehold interest in any Park, in each case having a value (together
with improvements thereof) of at least $10,000,000, acquired after the Closing Date by any Loan Party (other than Properties
subject to the Partnership Parks Agreements or Properties subject to a Lien permitted by Sections 9.4(h), (i), (l) or (v)),
promptly, and in any event on or prior to the date that is 60 days after such acquisition (or such longer period as the
Administrative Agent may agree in its reasonable discretion) (i) execute and deliver a first priority Mortgage (subject to
Permitted Liens) in favor of the Administrative Agent, for the benefit of the Lenders, covering such Real Property, in form
for recording or filing in the recording or filing office of the applicable governmental subdivision where such Mortgaged
Property is situated, together with evidence that all filing, documentary, stamp, intangible and mortgage recording taxes,
fees, charges, costs and expenses have been paid by Borrower, (ii) if reasonably requested by the Administrative Agent,
provide the Administrative Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first
priority Lien of the Mortgage upon such Real Property in an amount equal to the fair market value of such Real Property (or
such other amount as shall be reasonably acceptable to the Administrative Agent), together with (a) such endorsements as the
Administrative Agent shall reasonably request (including, without limitation, a tie-in or cluster endorsement if available)
and (b) evidence that all premiums in respect of such policy and all related expenses have been paid by Borrower, as well as
a current or updated ALTA survey thereof, certified to the Administrative Agent and the applicable title insurance company
and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with
such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent
(provided, that the Loan Parties shall only be required to deliver a Mortgage with respect to any real property
leasehold interests upon receipt of any required Landlord consent to such leasehold Mortgage after using commercially
reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents
and estoppels), (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions
addressed to the Administrative Agent for the benefit of the Lenders relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (iv) deliver Flood
Certificates with respect to any improved Mortgaged Property and (v) otherwise take such actions and execute and/or deliver
to the Administrative Agent such documents, agreements or instruments as the Administrative Agent shall reasonably require to
confirm the validity, perfection and priority of the Liens of any such Mortgage (including, without limitation, the other
documents, instruments, affidavits and certificates described in Section 7.1(m) in respect of such Mortgages and any
financial data or indemnification instruments required by the title insurance company in connection with issuing a mortgagee
title and extended coverage insurance policy as described above).


 






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(c)  With
respect to any new Wholly Owned Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date
(which, for the purposes of this paragraph, shall include any existing Wholly Owned Subsidiary that ceases to be an Excluded
Subsidiary), by Parent or any of its Wholly Owned Subsidiaries, promptly, and in any event on or prior to 60 days after such
creation or acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i)
execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as and to the
extent required by the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant
to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to
Permitted Liens) in the Capital Stock of such new Wholly Owned Subsidiary (subject to clause (e) below) that is owned by any
Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated
stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new
Wholly Owned Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions
necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority
security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement with
respect to such new Wholly Owned Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing
statements, the filing of Intellectual Property security agreements for registered or issued United States Intellectual
Property, the execution of control agreements and the execution of counterparts to the Subordinated Intercompany Note, in
each case as may be required by the Guarantee and Collateral Agreement and as may be reasonably requested by the
Administrative Agent and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters in this Section 8.6(c), which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.


 


(d)  With
respect to any Wholly Owned Subsidiary (other than an Excluded Subsidiary) or Partnership Parks Entity that ceases to be
contractually prohibited (and, in the case of any Partnership Parks Entity, ceases to be subject to any Requirement of Law
(including any fiduciary or similar limitation applicable to the directors or managers thereof) effectively prohibiting it)
from becoming a Subsidiary Guarantor or executing the Guarantee and Collateral Agreement or from having all or any portion of
its Capital Stock from being pledged under the Guarantee and Collateral Agreement, promptly, and in any event on or prior to
the date that is 60 days after such Wholly Owned Subsidiary or Partnership Parks Entity ceases to be prohibited from being a
Subsidiary Guarantor (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) execute
and deliver, or cause to be executed and delivered, to the Administrative Agent such amendments to the Guarantee and
Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of
such Person that is owned by Parent or any of its Wholly Owned Subsidiaries (other than an Excluded Subsidiary), (ii) deliver
to the Administrative Agent the certificates representing such Capital Stock (subject to clause (e) below), together with
undated stock powers, in blank, executed and delivered by a duly authorized officer of Parent or such Wholly Owned
Subsidiary, as the case may be, and (iii) if applicable, cause such Person (other than an Excluded Subsidiary) (A) to become
a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the
Administrative Agent for the benefit of the Lenders a perfected first priority security interest (subject to Permitted Liens)
in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Wholly Owned Subsidiary,
including, without limitation, the filing of Uniform Commercial Code financing statements, the filing of Intellectual
Property security agreements for registered or issued United States Intellectual Property, the execution of control
agreements and the execution of counterparts to the Subordinated Intercompany Note, in each case as may be required by the
Guarantee and Collateral Agreement and as may be reasonably requested by the Administrative Agent, and (iv) if reasonably
requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative
Agent.


 






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(e) 
With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Loan Party, promptly,
and in any event on or prior to the date that is 60 days after such creation or acquisition (or such longer period as the Administrative
Agent may agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee
and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to
the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to Permitted Liens)
in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by such Loan Party, provided that in no event
shall more than 65% of any Foreign Subsidiary Voting Stock be required to be so pledged and, provided further, for the avoidance
of doubt, that 100% of the total non-voting stock of any such Excluded Foreign Subsidiary shall be required to be so pledged and
(ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers,
in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and to the extent required hereunder
or under the Guarantee and Collateral Agreement, take such other action as may be necessary or, in the opinion of the Administrative
Agent, desirable to perfect the Lien of the Administrative Agent thereon. Notwithstanding the foregoing, no actions in any non-U.S.
jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in
assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no
security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction).


 


(f)  Notwithstanding
the provisions of this Section, (i) Parent shall not be required to create, or to cause its Wholly Owned Subsidiaries to
create, a security interest in the Capital Stock of any Excluded Subsidiary (other than any Excluded Foreign Subsidiary,
which shall be subject to the preceding clause (e)), (ii) the Partnership Parks Entities and their Property subject to the
Partnership Parks Agreements, and the Capital Stock of GP Holdings, Inc. owned by Parent shall be expressly excluded from,
and shall not be subject to, any provisions of this Section 8.6 so long as the creation of a security interest under, or the
execution of, the Guarantee and Collateral Agreement is prohibited by a Contractual Obligation binding on the Partnership
Parks Entities as in effect on the date hereof (subject to the proviso at the end of this clause (ii)) or, with respect to
the Capital Stock of GP Holdings, Inc. owned by Parent, is prohibited by the Partnership Parks Agreements as in effect on the
date hereof (subject to the proviso at the end of this clause (ii)); provided that Parent and its Subsidiaries may,
subject to Section 9.14(b), enter into amendments, restatements, supplements or other modifications to the Partnership Parks
Agreements and replacement agreements having a substantially similar purpose to the Partnership Parks Agreements so long as,
in each case, there is no adverse effect on the Lien purported to be created by the Security Documents in the assets of (x)
Parent (other than with respect to the Capital Stock of GP Holdings, Inc.) and (y) Holdings, Borrower or any of their
Subsidiaries and (iii) the Administrative Agent may, in its discretion, elect not to take a security interest or require any
title insurance or similar item with respect to those assets as to which the Administrative Agent determines that the cost of
obtaining such Lien is excessive in relation to the benefit to the Lenders of the security afforded thereby (with such
election, if any, being advised to the Borrower in writing).


 






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(g) 
If, at any time, a Subsidiary Guarantor becomes an Excluded Subsidiary, the Administrative Agent shall, upon the written
request of the Borrower, release such Subsidiary from the Guarantee and Collateral Agreement and any other Security Documents to
which such Subsidiary is a party and, in the case of an Excluded Foreign Subsidiary, to the extent such Subsidiary’s Capital
Stock was pledged as Collateral, so much of such pledge as exceeds 65% of Foreign Subsidiary Voting Stock shall be released (provided
that for the avoidance of doubt, 100% of the non-voting stock of such Subsidiary shall remain or become pledged) and any certificates
in respect of the released portion thereof shall be returned to the applicable Loan Party reasonably promptly following such written
request to the Administrative Agent.


 


8.7.   
Further Assurances. From time to time execute and deliver, or cause to be executed and delivered, such additional
instruments, certificates, opinions or documents, and take all such actions, as the Administrative Agent may reasonably request
for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully
perfecting or renewing the rights of the Administrative Agent and the Lenders with respect to the Collateral (or with respect to
any additions thereto or replacements or proceeds thereof or with respect to any other Property or assets hereafter acquired by
Parent or any Subsidiary which may be deemed to be part of the Collateral) pursuant hereto or thereto. If the Administrative Agent
or the Required Lenders determine that they are required by any Requirement of Law to have appraisals prepared in respect of any
Mortgaged Property, Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the
Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative
Agent.


 


8.8.    Environmental
Laws. Except to the extent that, in the aggregate, the failure to do so could not reasonably be expected to have a
Material Adverse Effect: (a) comply with, and take reasonable steps to use commercially reasonable efforts to ensure
compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and
maintain, and take reasonable steps to use commercially reasonable efforts to ensure compliance by all tenants and
subtenants, if any, with, and obtain and comply with and maintain, any and all Environmental Permits, and (b) conduct and
complete all investigations, studies, sampling and testing, and all remedial, removal and other actions in each case to the
extent required under Environmental Laws and promptly comply with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws.


 






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8.9.    Ratings by S&P and Moody’s. Use commercially reasonable efforts (a) to maintain a public corporate credit rating
and a public facility rating (or the equivalents thereof) in respect of the Facilities by S&P and Moody’s until the
Tranche B Maturity Date and (b) to assure that each such rating is updated or confirmed at least once per year so long as
S&P and Moody’s are providing such yearly updates and confirmations in the ordinary course.


8.10.  
Post-Closing Covenants. Each of the Loan Parties shall satisfy the requirements set forth on Schedule 8.10 on or
before the date specified for such requirement or such later date as may be determined by the Administrative Agent (or as may be
extended by the Administrative Agent in its sole discretion).


 


SECTION 9. NEGATIVE COVENANTS


 


Parent,
Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit
remains outstanding (unless such Letter of Credit has been cash collateralized in full or a backstop letter of credit reasonably
acceptable to the applicable Issuing Lender is in place) or any Loan or other Obligation (other than obligations under Specified
Hedge Agreements and Specified Cash Management Agreements a contingent indemnification obligation not then due and payable) is
owing to any Lender or any Agent hereunder, Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly:


 


9.1.   
Senior Secured Leverage Ratio. Permit the Senior Secured Leverage Ratio as at the last day of any Measurement Period
of the Borrower to exceed the ratio set forth opposite the applicable date:


 






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	Date	Senior Secured Leverage Ratio
	
        From
        and including the Measurement Period ending on or about June 30, 2019March
        31, 2021 to and including the Measurement Period ending on or

        about
        December 31, 20201
	4.00 to 1.00
	
        From
        and including the Measurement Period ending on or about March 31, 20212
        to and including the Measurement Period ending on or about June 30,

        20223
	3.75 to 1.00
	
        The Measurement Period ending on or

        about
        September 30, 20223
        and thereafter
	3.50 to 1.00


 


9.2.   
Minimum Liquidity.  Permit
Liquidity to be less than $150,000,000 at any time from and after the second Business Day after the Second Amendment Effective
Date through and including the earlier of (x) December 31, 2021 and (y) the date on which the Designated Period has ended.


 


		9.3.	Indebtedness. Create, incur or suffer to exist any Indebtedness except:



 


(a) 
Indebtedness of any Loan Party pursuant to any Loan Document or pursuant to the Refinancing Term Loans, any Replacement
Revolving Facility or the Refinancing Notes;


 


(b)
Indebtedness of any Person outstanding on the date hereof and listed on Schedule 9.3(b), as the same may be modified or amended
from time to time (subject to Section 9.14(b)), and any Indebtedness of such Person incurred to refinance, refund, replace or renew
any such outstanding Indebtedness, provided that the principal amount (or accreted value, if applicable) of such refinancing,
refunding, replacement or renewal of Indebtedness (or such Indebtedness as amended or modified) does not exceed the principal amount
of the Indebtedness (or accreted value, if applicable) being so amended, modified, refinanced, refunded, replaced or renewed plus
all interest capitalized in connection therewith, plus the Refinancing Expenses;


 






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(c)  (i)
Indebtedness of the Borrower in the form of notes issued pursuant to an indenture, note purchase agreement or other
agreement, in lieu of the Incremental Term Loans pursuant to Section 2.4 and/or the increase in Revolving Credit Commitments
pursuant to Section 3.3, in an amount not in excess of the Incremental Amount and
Guarantees by Parent or any Subsidiary of Parent of such Indebtedness; provided that each of the following
conditions is satisfied: (i) no Event of Default shall exist after giving effect to such Indebtedness on the date it is
incurred (except, in the case of the incurrence or provision of any such Indebtedness in connection with a Permitted
Acquisition or other Investment permitted by the terms of this Agreement, no Event of Default at the time of the relevant
acquisition agreement was entered into shall be the standard), (ii) such Indebtedness shall not mature, shall not have any
scheduled amortization or payments of principal, and shall not be subject to mandatory redemption, repurchase, prepayment or
sinking fund obligations (except customary asset sale or change of control provisions and AHYDO payments), in each case prior
to the Term Loans under any then outstanding Facility (and if such Indebtedness is secured on a junior lien basis, not
secured or is subordinated to any of the Facilities in right of payment, such Indebtedness shall not mature, shall not have
any scheduled amortization or payments of principal, and shall not be subject to mandatory redemption, repurchase, prepayment
or sinking fund obligations (except customary asset sale or change of control provisions and AHYDO payments), in each case
earlier than 180 days after the Latest Maturity Date)
(provided that notwithstanding the foregoing, (x) Indebtedness incurred pursuant to the Senior Secured Notes and (y) any
other Indebtedness incurred pursuant to this Section 9.3(c) during the Designated Period that is, in each case, secured on a
pari passu basis with the other Obligations, may mature prior to the Term Loans under any then outstanding Facility so long
as any such Indebtedness shall not mature prior to April 17, 2025), (iii) on a Pro Forma Basis after giving effect
to the incurrence of Indebtedness and the use of proceeds thereof, the Borrower is in compliance with the applicable
Financial Covenants as of the latest Measurement Period (or with respect to Section 9.2, as of such date) (and in the case of
the incurrence of the Senior Secured Notes, in compliance with the covenant set forth in Section 9.1 as of the latest
Measurement Period); provided that, the Borrower shall have delivered a certificate on the date of incurrence of the Senior
Secured Notes certifying that the Senior Secured Notes have been incurred pursuant to the Incremental Incurrence Basket and
that the Senior Secured Leverage Ratio on a Pro Forma Basis does not exceed 3.50 to 1.00 as of the last day of the most
recent Measurement Period, (iv) such Indebtedness does not contain any financial maintenance covenants in any way
more restrictive than those set forth in this Agreement (except for covenants applicable only to periods after the Latest
Maturity Date at the time of such issuance or incurrence of such Indebtedness), unless such financial maintenance covenant
(or such material modification thereto) is also added for the benefit of any corresponding Loans remaining outstanding after
the issuance or incurrence of such Indebtedness, (v) all other terms of such Indebtedness reflect market terms (taken as a
whole) at the time of issuance and, other than in respect of original issue discount, optional prepayment or redemption
terms, premiums, fees and interest rates (and subject to clause (ii) above, maturity and amortization), shall not be
materially more favorable taken as a whole to, the lenders providing such Indebtedness than those applicable to the Term
Loans of each then outstanding Facility, (vi) if secured, such Indebtedness is not secured by liens on the assets of Parent
or any of its Subsidiaries, other than assets constituting Collateral, (vii) no Subsidiary is a guarantor with respect to
such Indebtedness unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with
the issuance of such Indebtedness hereunder will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted
entity (or substantive equivalent) under such Indebtedness and, (viii) (1)
if secured on a pari passu basis with the other Obligations, all collateral therefor shall be (x) secured
by the Security Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the
Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any
Lender) to provide such Indebtedness with the benefit of the applicable Security Documents on a pari passu basis with the
other Obligations,  or
(y) secured by collateral documentation that is substantially
similar to the Security Documents (with such differences as are reasonably satisfactory to the Administrative
Agent), the Borrower shall have delivered such other documents, certificates and opinions of counsel (including
the Pari Passu Intercreditor Agreement) in connection therewith as may be reasonably requested by the Administrative Agent
and the trustee, agent, or collateral trustee for such Indebtedness shall have executed the Pari Passu Intercreditor
Agreement if reasonably requested by the Administrative Agent and (2) if secured on a junior lien basis with the other
Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the
Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), the Borrower shall
have delivered such other documents, certificates and opinions of counsel (including the Junior Lien Intercreditor Agreement)
in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral
trustee for such Indebtedness shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the
Administrative Agent and
(ix) (1) the aggregate principal amount of Incremental Term Loans incurred pursuant to Section 2.4 plus increased
Revolving Credit Commitments provided pursuant to Section 3.3 plus any Indebtedness incurred pursuant to this Section
9.3(c), in each case, during the Designated Period that are secured on a pari passu basis with the other Obligations shall
not exceed $50,000,000 in the aggregate and (2) the proceeds of all Indebtedness incurred pursuant to this Section 9.3(c)
during the Designated Period shall only be used to fund the purchase of limited partnership units under the Partnership Parks
Agreements and to pay fees and expenses associated with the incurrence of such Indebtedness and (ii) any Indebtedness
incurred to extend, renew, refinance or replace the Senior Secured Notes, so long as the Borrower is in compliance with
(i)(i), (i)(iv), (i)(v), (i)(vi), (i)(vii) and (i)(viii) above, (A) if the refinancing Indebtedness is secured on a pari
passu basis with the other Obligations, such refinancing Indebtedness shall not mature, shall not have scheduled amortization
or payments of principal, and shall not be subject to mandatory redemption, repurchase, prepayment or sinking fund
obligations (except customary asset sale or change of control provisions and AHYDO payments), in each case prior to the
maturity date of the Indebtedness being Refinanced, (B) if such refinancing Indebtedness is secured on a junior lien basis to
the Loans, not secured or is subordinated to any of the Facilities in right of payment, such refinancing Indebtedness shall
not mature, do not have scheduled amortization or payments of principal, and are not subject to mandatory redemption,
repurchase, prepayment or sinking fund obligations (except customary asset sale or change of control provisions and AHYDO
payments), in each case prior to the date that is 90 days after the maturity date of the Indebtedness being Refinanced, (C)
the principal amount (or accreted value, if applicable) of such refinancing Indebtedness does not exceed the principal amount
of the Indebtedness being so refinanced plus capitalized interest and any Refinancing Expenses associated therewith and (D)
refinanced Indebtedness that is (x) unsecured shall only be extended, renewed, refinanced or replaced with unsecured
refinancing Indebtedness and (y) secured on a junior lien basis to the Loans shall only be extended, renewed, refinanced or
replaced with refinancing Indebtedness that is unsecured or secured on a junior lien basis to the Loans;


 






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(d) (i)
Indebtedness of any Loan Party to (A) any other Loan Party or (B) any Subsidiary of Parent (other than a Partnership Parks
Entity) which is not a Loan Party and (ii) Guarantees by any Loan Party of obligations of any other Loan Party; provided that
any intercompany Indebtedness incurred pursuant to clause (i)(A) above shall be evidenced by an intercompany note which shall
be pledged to the Administrative Agent as, and to the extent required by, the Guarantee and Collateral Agreement
substantially in the form of the Intercompany Subordinated Note or in such other form as may be reasonably satisfactory to
the Administrative Agent; provided, further that any advance or loan made in respect of Indebtedness of Parent
to Holdings, Borrower or any Subsidiary of Borrower, or in respect of Indebtedness of Holdings to Borrower or any Subsidiary
of Borrower, shall be deemed to be a Restricted Payment for purposes of Section 9.6 and shall be permitted to the extent such
Restricted Payment would have been permitted in compliance with Section 9.6;


 


(e) 
Indebtedness of any Non-Guarantor Subsidiary (other than the Partnership Parks Entities) to Parent or to any other Subsidiary
of Parent, and Guarantees by Parent or any Subsidiary of Parent (other than the Partnership Parks Entities) of Indebtedness of
any such Non-Guarantor Subsidiary, in an aggregate amount outstanding for all such Indebtedness and Guarantees (without duplication),
at any one time outstanding not exceeding the greater of (x) $75,000,000 or (y) 3.0% of the consolidated total assets of Parent
and its Subsidiaries (measured as of the relevant Measurement Period on or prior to the date of the most recent incurrence pursuant
to this clause (e));


 


(f)  (i)Indebtedness
of any Non-Guarantor Subsidiary (other than a Partnership Park Entity) to any other Non-Guarantor Subsidiary (other than a
Partnership Park Entity), and Guarantees by any Non-Guarantor Subsidiary (other than a Partnership Park Entity) of
obligations of any other Non-Guarantor Subsidiary (other than a Partnership Park Entity) and (ii) Indebtedness of any
Partnership Park Entity to any other Partnership Park Entity, and Guarantees by any Partnership Park Entity of obligations of
any other Partnership Park Entity;


 


(g)
(i) Indebtedness consisting of Purchase Money Indebtedness (including, for the avoidance of doubt, Indebtedness financing Investments
permitted under Section 9.8 in connection with Permitted Acquisitions and sale leaseback permitted by Section 9.5(d)) and Capital
Lease Obligations incurred after the date hereof in an aggregate principal amount at any one time outstanding not in excess of
the greater of (x) $150,000,000 and (y) 6.0% of the consolidated total assets of Parent and its Subsidiaries (measured as of the
relevant Measurement Period on or prior to the date of the most recent incurrence pursuant to this clause (g)(i)) and (ii) any
Indebtedness incurred to refinance, refund, replace or renew the Indebtedness described in the foregoing clause (i), provided
that the principal amount (or accreted value, if applicable) of such refinancing, refunding, replacement or renewal of Indebtedness
does not exceed the principal amount of the Indebtedness (or accreted value, if applicable) being so refinanced, refunded, replaced
or renewed plus all interest capitalized in connection therewith and the Refinancing Expenses;


 






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(h) (i)
Indebtedness of any Person outstanding on the date on which such Person becomes a Subsidiary of the Borrower (including
pursuant to the redesignation of an Unrestricted Entity) or is merged into or consolidated with or into the Borrower or any
of its Subsidiaries in an aggregate principal amount at any one time outstanding not in excess of the greater of (x)
$150,000,000 and (y) 6.0% of consolidated total assets of Parent and its Subsidiaries (measured as of the relevant
Measurement Period on or prior to the date of the most recent incurrence pursuant to this clause (h)(i)); provided,
that (A) such Indebtedness was not created in connection with, or in anticipation of, such acquisition and (B) the amount of
such Indebtedness is not increased thereafter unless solely as a result of capitalization of interest or otherwise incurred
under another subsection of this Section 9.3 substantially contemporaneously with such merger or consolidation, and (ii) any
Indebtedness incurred to refinance the Indebtedness described in the foregoing clause (i), provided that the principal
amount (or accreted value, if applicable) of such refinancing Indebtedness does not exceed the principal amount of the
Indebtedness being so refinanced plus capitalized interest and any Refinancing Expenses associated therewith;


 


(i) 
unsecured Indebtedness of Parent with respect to the Senior Notes and Guarantees by Holdings, Borrower and any Subsidiary
Guarantor of such Indebtedness, and any unsecured Indebtedness incurred to refinance, refund, replace or renew any such outstanding
Indebtedness; provided that, with respect to any such refinancing, refunding, replacement or renewal of such unsecured Indebtedness
or any amendment or modification of such unsecured Indebtedness, (i) the principal amount (or accreted value, if applicable) thereof
does not exceed the principal amount (or accreted value, if applicable) of the unsecured Indebtedness being so amended, modified,
refinanced, refunded, replaced or renewed plus all interest capitalized in connection therewith, plus the Refinancing Expenses
and any costs and premiums associated with such amending, modifying, refinancing, refunding, replacement or renewal, (ii) any such
Indebtedness shall have a scheduled final maturity not shorter than 90 days after the Latest Maturity Date and a weighted average
life to maturity not shorter than the Latest Maturity Date, (iii) the terms and conditions of any such Indebtedness (excluding
as to subordination, pricing, optional prepayment or optional redemption provisions and redemption premiums), taken as a whole,
shall be on market terms at the time of incurrence or issuance, and in no event may such Indebtedness contain any financial maintenance
covenants that are in any way more restrictive than those set forth in this Agreement (except for covenants applicable only to
periods after the Latest Maturity Date at the time of such issuance or incurrence of such Indebtedness), unless such financial
maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence
of such Indebtedness, (iv) no collateral or other security shall be granted with respect to any such Indebtedness and (v) no Subsidiary
shall be a guarantor with respect to any such Indebtedness unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing
the Obligations;


 


(j) 
Indebtedness representing deferred compensation to employees of Parent and its Subsidiaries incurred in the ordinary course
of business;


 


(k)
Indebtedness incurred by Parent and its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder
or any Disposition, in each case to the extent constituting (i) any indemnification, adjustment of purchase price, earn-out, non-compete,
consulting, deferred compensation and similar obligations of Parent and its Subsidiaries incurred in connection therewith and (ii)
obligations in respect of purchase price adjustments or similar adjustments incurred by Parent or its Subsidiaries under agreements
governing Permitted Acquisitions, Investments permitted hereunder or Dispositions;


 


(l) 
Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements,
in each case,in the ordinary course of business;





 






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(m)
obligations in respect of performance, bid, appeal, stay, customs and surety bonds, performance and completion guarantees, bank
guarantees, bankers’ acceptances, including in respect of self-insurance, workers compensation claims or other Indebtedness
with respect to reimbursement type obligations regarding workers compensation claims, deferred compensation, severance, pension
and health and welfare retirement benefits or the equivalent thereof to current and former employees of Parent and its Subsidiaries
and similar obligations provided by Parent or any of its Subsidiaries or obligations in respect of letters of credit related thereto,
in each case, in the ordinary course of business, existing on the Closing Date or consistent with past practice;


 


(n) (i)
Subordinated Debt or unsecured Indebtedness of the Borrower or any of its Subsidiaries which are Loan Parties, to the extent
that the Net Cash Proceeds thereof are used solely to prepay the Term Loans or to purchase Term Loans pursuant to an Auction
as set forth in Section 5.19, and (ii) Subordinated Debt or unsecured Indebtedness of Parent or Holdings (and Guarantees of
Parent or Holdings or any of its Subsidiaries of such Indebtedness), provided that, in the case of any Indebtedness
incurred under either clause (i) or (ii) above, (v) after giving Pro Forma Effect to the incurrence of such Indebtedness and
the use of the Net Cash Proceeds thereof, (I) if such Indebtedness is incurred in connection with an acquisition or
investment, the Parent Consolidated Leverage Ratio either (A) shall not exceed 5.50 to 1.00 as of the relevant Measurement
Period or (B) shall not be greater than immediately prior to the consummation of such acquisition or investment and the
incurrence of such Indebtedness or otherwise (II) the Parent Consolidated Leverage Ratio shall not exceed 5.50 to 1.00 as of
the relevant Measurement Period, and Parent shall have delivered a certificate of a Responsible Officer evidencing same, (w)
after giving effect to such Indebtedness and the use of the Net Cash Proceeds thereof, the Loan Parties shall be in
compliance on a Pro Forma Basis with Section 9.1 as of the relevant Measurement Period, (x) any such Indebtedness shall have
a scheduled final maturity not shorter than 90 days after the Latest Maturity Date and a weighted average life to maturity
not shorter than the weighted average life to maturity of the Tranche B Term Loans (without giving effect to reductions of
amortization for periods where amortization has been reduced as a result of the prepayment of the Term Loans), (y) the terms
of such Indebtedness, taken as a whole, shall reflect market terms (taken as a whole) as reasonably determined by the
Borrower at the time of issuance or incurrence, and in no event may such Indebtedness contain any financial maintenance
covenants that are in any way more restrictive than those set forth in this Agreement (except for covenants applicable only
to periods after the Latest Maturity Date at the time of such issuance or incurrence of such Indebtedness), unless such
financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the
issuance or incurrence of such Indebtedness and (z) no Subsidiary is a guarantor with respect to such Indebtedness unless
such Subsidiary is a Subsidiary Guarantor which is guaranteeing the Obligations and
(iii) any Indebtedness incurred to refinance the Indebtedness described in the foregoing clauses (i) and (ii), so long as the
principal amount (or accreted value, if applicable) of such refinancing Indebtedness does not exceed the principal amount of
the Indebtedness being so refinanced plus capitalized interest and any Refinancing Expenses associated therewith, the
Borrower is in compliance with (x), (y) and (z) of the foregoing proviso, such refinancing Indebtedness shall be Subordinated
Debt or unsecured Indebtedness and such refinancing Indebtedness shall not mature, shall not have scheduled amortization or
payments of principal, and shall not be subject to mandatory redemption, repurchase, prepayment
or sinking fund obligations (except customary asset sale or change of control provisions and AHYDO payments), in each case
prior to the maturity date of the Indebtedness being Refinanced;


 






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(o)
other Indebtedness incurred by Parent or any of its Subsidiaries in an amount outstanding at any time not to exceed the greater
of (x) $100,000,000 and (y) 4.0% of the consolidated total assets of Parent and its Subsidiaries measured as of the relevant Measurement
Period on or prior to the date of the most recent incurrence pursuant to this clause (o);


 


(p)
other Indebtedness incurred by any Subsidiary of Parent that is not a Loan Party (other than the Partnership Parks Entities) in
an amount outstanding at any time not to exceed the greater of (x) $75,000,000 or (y) 3.0% of the consolidated total assets of
Parent and its Subsidiaries measured as of the relevant Measurement Period on or prior to the date of the most recent incurrence
pursuant to this clause (p);


 


(q)
cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, employees
credit or purchase cards, overdraft protections and similar arrangements, in each case, in connection with deposit accounts or
securities accounts;


 


(r) 
Indebtedness of GP Holdings, Inc., SFT Holdings, Inc., Six Flags Over Texas, Inc., SFOG II, Inc. and/or the Partnership
Parks Entities owed to Parent or to any Partnership Parks Entity that constitute “affiliate loans” or other Investments,
in each case for the purpose of paying obligations described in Section 9.6(c)(i), (ii) and (iii) for purposes of the Partnership
Parks Agreements;


 


(s) 
Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, advertisers, licensees or
similar Persons that are not for borrowed money;


 


(t) 
other unsecured Indebtedness of the Partnership Parks Entities in an amount at any one time outstanding not to exceed the
greater of (x) $25,000,000 or (y) 1.0% of the consolidated total assets of Parent and its Subsidiaries measured as of the relevant
Measurement Period on or prior to the date of the most recent incurrence pursuant to this clause (t), and any Guarantees of the
obligations thereunder to the extent such Guarantees are not provided by or recourse to a Loan Party; and


 


(u)
performance guarantees of Parent, Holdings, Borrower or its Subsidiaries entered into in the ordinary course of business primarily
guaranteeing performance of Contractual Obligations of Holdings, Borrower or any of its Subsidiaries to a third party and not primarily
for the purpose of guaranteeing payment of Indebtedness.


 


For
purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the
Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the
relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first
committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace,
refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement,
refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if
calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding,
refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as
the principal amount (or accreted value, if applicable) of such refinancing Indebtedness does not exceed the principal amount
of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus capitalized interest and any
Refinancing Expenses associated therewith.


 






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Notwithstanding
anything to the contrary herein, during the Designated Period, the exceptions in Section 9.3(a) through Section
9.3(u) above shall be further limited as follows: the Parent, Holdings and the Borrower shall not, and shall not permit any
of its Subsidiaries to create, incur or suffer to exist any Indebtedness (1) pursuant to clause (n) above, (2) pursuant to
clause (e) above in an aggregate amount for all such Indebtedness and Guarantees (without duplication) at any time
outstanding in excess of $25,000,000 plus additional amounts in the form of loans or advances made pursuant to Section
9.8(ee), (3) pursuant to clause (g)(i) above in an aggregate amount for all such Indebtedness at any time outstanding in
excess of $40,000,000, (4) pursuant to clause (o) above in an aggregate amount for all such Indebtedness at any time
outstanding in excess of $40,000,000 and (5) pursuant to clause (p) above in an aggregate amount for all such Indebtedness at
any time outstanding in excess of $25,000,000. The requirements and conditions in
the foregoing paragraph are referred to herein as the “Designated Period Indebtedness
Requirements”.


 


Interest
(including post-petition interest), the accrual of interest, the accretion of accreted value, the payment of interest
in the form of additional Indebtedness and premiums (if any), fees, expenses, charges and additional or contingent interest on
obligations shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 9.3. The principal amount of any
non- interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount
thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP.


 


9.4.   
Liens. Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter
acquired, except the following (“Permitted Liens”):


 


(a) 
Liens created pursuant to the Security Documents and, if not covered by the Security Documents, Liens in respect of any
Incremental Amendment, Replacement Revolving Facility, Refinancing Notes or Refinancing Term Loans (subject to the limitations
thereon);


 


(b)
Liens in existence on the date hereof and listed on Schedule 9.4(b) and any extension, modification, renewal or replacement thereof;
provided that such extension, modification, renewal or replacement does not increase the outstanding principal amount of
the Indebtedness secured thereby except by the amount of the Refinancing Expenses associated therewith; provided further
that any such Lien does not extend to any additional Property other than (x) after-acquired Property that is affixed or incorporated
into the Property covered by such Lien and (y) proceeds and products thereof;





 






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(c) 
Liens imposed by any Governmental Authority for Taxes that are (i) not yet due, (ii) being contested in good faith and by
appropriate proceedings if adequate reserves with respect thereto are maintained on the books of Parent or the affected Subsidiaries,
as the case may be, to the extent required by GAAP or, in the case of any Foreign Subsidiary, generally accepted accounting principles
in effect from time to time in the jurisdiction of organization of such Foreign Subsidiary or (iii) not otherwise required to be
paid under Section 8.3(b);


 


(d)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, suppliers’, landlords’,
brokers’ or other like Liens arising in the ordinary course of business which secure amounts that (i) are not overdue for
a period of more than sixty (60) days, (ii) that are being contested in good faith and by appropriate proceedings or (iii) which
do not in the aggregate materially detract from the value of the Parent’s and its Subsidiaries property or materially impair
the use thereof in the operation of the business of the Parent and its Subsidiaries, and Liens securing judgments but only to the
extent for an amount and for a period not resulting in an Event of Default under clause (j) of Section 10;


 


(e) 
Liens (other than any Liens imposed by ERISA or Code Section 412 or 430 or pursuant to any Environmental Law) not securing
Indebtedness for borrowed money incurred or deposits made in the ordinary course of business, in each case in connection with workers’
compensation, unemployment insurance and other types of social security legislation and other similar obligations incurred in the
ordinary course of business;


 


(f) 
Liens securing obligations or deposits made in respect of the performance of bids, trade contracts, governmental contracts
and leases (other than for Indebtedness for borrowed money including any precautionary Uniform Commercial Code financing statements
filed by a lessor with respect to any equipment lease), statutory obligations, surety, stay, customs and appeal bonds, performance
bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred
in the ordinary course of business;


 


(g)
easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances
consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or imperfections in title thereto that,
individually or in the aggregate, do not materially interfere with the ordinary conduct of the business of Parent or any of its
Subsidiaries;


 


(h)
Liens securing Purchase Money Indebtedness or Capital Lease Obligations to the extent such Indebtedness is permitted to be incurred
under Section 9.3(g); provided, that such Liens shall encumber only the Property (and after-acquired Property that is affixed
or incorporated into such Property) and the proceeds and products thereof, that is the subject of such Purchase Money Indebtedness
or Capital Lease Obligations; provided that individual financings of equipment provided by one lender may be cross-collateralized
to other financings of equipment by such lender;


 






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(i)  Liens
securing Indebtedness to the extent such Indebtedness is permitted under Section 9.3(h) and any extension, modification,
renewal or replacement thereof; provided
that such extension, modification, renewal or replacement does not increase the outstanding principal amount of the
Indebtedness secured thereby except by the amount of the Refinancing Expenses associated therewith; provided, that
such Liens shall encumber only the Property (and after-acquired Property that is affixed or incorporated into such Property)
and the proceeds and products thereof that is the subject of such Indebtedness;


 


(j) 
Liens pursuant to leases, concessions and similar arrangements, or other arrangements entered into in the ordinary course
of business by Holdings and its Subsidiaries that could not reasonably be expected to have a Material Adverse Effect;


 


(k) 
Liens in respect of the Escrow Account arising under the Subordinated Indemnity Escrow Agreement;


 


(l) 
Liens on any asset of a Person existing at the time such Person becomes a Subsidiary of the Borrower or is merged into or
consolidated with or into the Borrower or any of its Subsidiaries and not created in contemplation of such event, provided
that such Liens are, in the case of the redesignation of an Unrestricted Entity as a Subsidiary, granted solely on the assets and
Capital Stock of such Person being redesignated and any extension, modification, renewal or replacement thereof; provided
that such extension, modification, renewal or replacement does not increase the outstanding principal amount of the Indebtedness
secured thereby except by the amount of the Refinancing Expenses associated therewith; provided, that such Liens shall encumber
only the Property (and after-acquired Property that is affixed or incorporated into such Property) and the proceeds and products
thereof that is the subject of such Indebtedness;


 


(m) 
leases, licenses, subleases or sublicenses (including the provision of software under an open source license) granted to others
in the ordinary course of business or in connection with an Investment permitted by Section 9.8 which do not (i) materially interfere
with the business of Holdings or its Subsidiaries (taken as a whole) or (ii) secure any Indebtedness;


 


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


 


(o)
  Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection,
(ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business
and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained
with a financial institution (including the right of set off) and which are within the general parameters customary in the banking
industry;


 


(p)  Liens
(i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 9.8
to be applied against the purchase price for such Investment, (ii) consisting of an agreement to Dispose of any property in a
Disposition permitted under Section 9.5, in each case, solely to the extent such Investment or Disposition, as the case may
be, would have been permitted on the date of the creation of such Lien, and (iii) on securities that are the subject of
repurchase agreements constituting Permitted Investments;


 






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(q)
(i) any interest or title of a lessor or licensor under leases or licenses entered into by Parent or any of its Subsidiaries in
the ordinary course of business and (ii) ground leases in respect of Real Property on which facilities owned or leased by Parent
or any of its Subsidiaries are located;


 


(r) 
Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other
financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts
of Parent or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course
of business of Parent and its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers,
suppliers or vendors of Parent or any of its Subsidiaries in the ordinary course of business;


 


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


 


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


 


(u)
Liens arising from precautionary Uniform Commercial Code financing statement filings;


 


(v)
other Liens securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed
the greater of (x) $100,000,000 or (y) 4.0% of the consolidated total assets of Parent and its Subsidiaries measured as of
the relevant Measurement Period on or prior to the date of the most recent incurrence pursuant to this clause (v);


 


(w)
Liens securing Indebtedness to the extent such Indebtedness is permitted under Sections 9.3(c) (subject to the limitations set
forth therein), (l)(ii), (p) and (q);


 


(x) 
(i) Liens securing obligations described in Section 9.3(l)(i) so long as such Liens only apply to the insurance policies so financed
and any payments thereunder and (ii) pledges and deposits in the ordinary course of business securing deductibles, self-insurance,
co-payments (or insurance of similar obligations) or liabilities for reimbursement obligations of (including in respect of letters
of credit or bank guarantees for the benefit of), insurance carriers providing property, casualty or liability insurance to any
Loan Party;


 


 (y)
required utility and similar deposits made in the ordinary course of business;







 


 (z) Liens on the Capital Stock of Unrestricted Entities; and







 






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(aa)
(i) Liens pursuant to the Partnership Parks Agreements or on limited partnership units owned by any of the Partnership Parks Entities
and (ii) purchase options, call and similar rights of and restrictions for the benefit of a third party with respect to Capital
Stock of a joint venture.


 


Notwithstanding
anything to the contrary herein, and for the avoidance of doubt, during the Designated Period, the exceptions in
Section 9.4(a) through Section 9.4(aa) above shall be interpreted giving effect to the Designated Period Indebtedness Requirements.


 


		9.5.	Prohibition of Fundamental Changes.



 


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


 


(i) 
Holdings or any Subsidiary of the Borrower may merge with or consolidate with or into (A) the Borrower (including a merger,
the purpose of which is to reorganize the Borrower into a new jurisdiction), provided that (x) the Borrower shall be the
continuing or surviving Person and (y) such merger does not result in the Borrower ceasing to be incorporated under the laws of
the United States, any state thereof or the District of Columbia or (B) any one or more other Subsidiaries of the Borrower, provided
that when any Subsidiary that is a Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing
or surviving Person;


 


(ii)  (A)
any Subsidiary of Parent that is not a Loan Party may merge or consolidate with or into any other Subsidiary of Parent; provided
that if such Subsidiary is a Loan Party, the Loan Party shall be the continuing or surviving Person and (B) any Subsidiary of
Parent may liquidate or dissolve or change its legal form if Parent determines in good faith that such action is in the best
interests of Parent and its Subsidiaries and is not materially disadvantageous to the Lenders;


 


(iii) 
any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)
to the Borrower or another Subsidiary of the Borrower; provided that if the transferor in such a transaction is a Loan Party,
then (A) the transferee must be a Loan Party or (B) to the extent constituting an Investment, such Investment must be a permitted
Investment in accordance with Section


9.8 (other than Section 9.8(e)(i)) and any Indebtedness
corresponding to such Investment must be permitted by Section 9.3;


 


(iv)
any Subsidiary of Parent (other than the Borrower, unless the Borrower is the continuing or surviving Person of such merger) may
merge with any other Person (other than Parent or its Subsidiaries) in order to effect an Investment permitted pursuant to Sections
9.5(e) or 9.8 (other than Section 9.8(e)); and





 






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(v) 
a merger, dissolution, liquidation, consolidation (in each case not involving Parent or the Borrower) or Disposition, the
purpose of which is to effect a Disposition permitted pursuant to Section 9.5(c) (other than 9.5(c)(ix)) shall be permitted.


 


Notwithstanding the foregoing,
Holdings may only merge or consolidate in accordance with the other provisions of this Section 9.5(a) if the security interest
of the Administrative Agent on behalf of the Secured Parties (as defined in the Guarantee and Collateral Agreement) in the Capital
Stock of the Borrower is not adversely affected.


 


(b)
Restrictions on Acquisitions. Acquire all or substantially all of the business or Property from, or all or substantially
all of Capital Stock of, any Person except for


(i) purchases of inventory
and other Property to be sold or used in the ordinary course of business, (ii) Investments permitted under Sections 9.5(e) and
9.8 and Dispositions permitted under Section 9.5(c)(iii), and (iii) Capital Expenditures.


 






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(c)  Restrictions
on Dispositions. Consummate any Disposition other than (i) any Disposition of any inventory or other Property Disposed of
in the ordinary course of business (including allowing any registrations or any applications for registration of any
immaterial Intellectual Property rights to lapse or go abandoned in the ordinary course of business and allowing any
registrations or applications for registration of any Intellectual Property to expire at the end of its statutory term as
adjusted), (ii) sales in the ordinary course of business of used, obsolete, surplus, uneconomic or worn out equipment or
other Property not used or useful in the business of Parent and its Subsidiaries, (iii) any Disposition of any Property to
the Borrower or any Subsidiary Guarantor, (iv) any Disposition of any Property (A) from a Loan Party to a Non-Guarantor
Subsidiary of the Borrower or Parent, provided that the Disposition of such Property shall be deemed to constitute an
Investment under Section 9.8, (B) from any Subsidiary of Parent (other than the Partnership Parks Entities) that is not a
Loan Party to any other Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party, or (C)
from any Partnership Parks Entity to any other Partnership Parks Entity or Borrower of any Subsidiary hereof, (v) the sale
(whether through a sale, swap or exchange) of any timeshare or fractional interest in any of the campground parks or any
assets permitted under Section 9.5(e)(i), (vi) the sale of other Property having a fair market value not to exceed
$40,000,000 in the aggregate for any fiscal year of Parent, (vii) the Dispositions of (A) real estate having a fair market
value not to exceed $250,000,000 in the aggregate from and after the Closing Date, provided that (I) with respect to
any Disposition as to which the fair market value of the related Property is in excess of $20,000,000 , individually or in
the aggregate with other Dispositions made substantially contemporaneously as part of the same transaction or series of
transactions pursuant to this clause (vii), after giving effect to such Disposition and any required prepayment pursuant to
Section 5.5(b), the Borrower shall be in compliance, on a Pro Forma Basis, with Section
9.1the
applicable Financial Covenants as of the latest Measurement Period (or with respect to Section 9.2, as of such
date) and (II) at least 75% of the consideration received in respect of such Disposition is cash or cash
equivalents and (B) other property for fair market value, provided that (I) after giving effect to such Disposition
and any required prepayment pursuant to Section 5.5(b), the Borrower shall be in compliance, on a Pro Forma Basis, with Section
9.1the
applicable Financial Covenants as of the latest Measurement Period (or with respect to Section 9.2, as of such
date) and (II) at least 75% of the consideration received in respect of such Disposition is cash or cash
equivalents; provided, further, that for the purposes of this clause (vii), each of the following shall be deemed to be cash:
(A) any liabilities (as shown on Parent’s most recent consolidated balance sheet provided hereunder or in the footnotes
thereto) of the Parent or a 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 Disposition and for which the Parent and
all of the Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received
by the Parent or any Subsidiary from such transferee that are converted by the Parent or such Subsidiary into cash (to the
extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated
Non-Cash Consideration received by the Parent or such Subsidiary from such transferee having an aggregate fair market value,
taken together with all other Designated Non-Cash Consideration received pursuant to this subclause (C) that is at that time
outstanding, not in excess of 2% of the consolidated total assets of the Parent and its Subsidiaries (measured as of the time
of receipt of such Designated Non-Cash Consideration), with the fair market value of each item of Designated Non-Cash
Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed
to be cash consideration; (viii) the sale of unused Real Property that is unimproved (except for parking lots) and that is
adjacent to a Park, provided that with respect to all Dispositions permitted by this clause; (viii)),
such Dispositions shall be made for at least fair market value as determined in good faith by the Borrower and for
at least 75% cash or cash equivalent consideration and shall be subject to Section 5.5(b), as applicable, (ix) Dispositions
permitted by Sections 9.3(g), 9.4, 9.5(a) (other than Section 9.5(a)(v)), 9.5(d), 9.6 and 9.8 and 9.9, (x) Dispositions in
the ordinary course of business of cash or Permitted Investments, (xi) leases, subleases, licenses or sublicenses (including
the provision of software under an open source license), in each case in the ordinary course of business, and the termination
thereof, which do not materially interfere with the business of Parent and its Subsidiaries, taken as a whole, (xii)
Dispositions related to Recovery Events (without giving effect to the dollar threshold set forth in the definition thereof); provided
that with respect to all Dispositions permitted by this clause (xii) the requirements of Section 5.5(b) (giving effect to the
dollar threshold set forth in the definition of Recovery Event) are complied with in connection therewith (subject to Section
5.11), (xiii) Dispositions of Investments in joint ventures to the extent required by, or required to be made pursuant to
customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar
binding arrangements, (xiv) Dispositions of Property (other than Capital Stock of the Partnership Parks Entities) to the
extent that (A) such Property is exchanged for credit against the purchase price of similar replacement Property or (B) the
proceeds of such Disposition are promptly applied to the purchase price of such replacement property, (xv) Dispositions of
accounts receivables in connection with the collection or compromise thereof, (xvi) Dispositions in the ordinary course of
business consisting of the abandonment of Intellectual Property rights, which in the reasonable good faith determination of
Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its
business, (xvii) Dispositions of non-core assets acquired in connection with a Permitted Acquisition, (xviii) Dispositions of
the Capital Stock of Unrestricted Entities or any of their assets, (xix) any sale, lease, transfer or other Disposition of
the property and assets set forth on Schedule 9.5(c) and (xx) the unwinding of any Hedging Agreement.





 






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To the extent any Collateral is Disposed of as
expressly permitted by this Section 9.5 to any Person other than a Loan Party, such Collateral shall be sold free and clear
of the Liens created by the Loan Documents, subject to the provisions of Section 12.16 hereof.


 


(d)
Sale and Leaseback. Enter into any transaction pursuant to which it shall convey, sell, transfer or otherwise dispose of
any Property and, as part of the same transaction or series of transactions, rent or lease as lessee or similarly acquire the right
to possession or use of, such Property, or other Property which it intends to use for the same purpose or purposes as such Property,
to the extent such transaction gives rise to Indebtedness, unless any Indebtedness arising in connection with such transaction
shall be permitted under Section 9.3(g).


 


(e) 
Certain Permitted Transactions. Notwithstanding the foregoing provisions of this Section 9.5:


 


(i) 
Permitted Acquisitions. The Borrower or any Subsidiary may consummate an Acquisition after the date hereof (each,
a “Permitted Acquisition”) so long as:


 


(A)   
the Loan Parties shall be in compliance with Section 9.1the
applicable Financial Covenants, on a Pro Forma Basis after giving effect to such Permitted Acquisition as of the applicablelatest
Measurement Period (or with respect to Section 9.2, as of such date) and Parent shall
have delivered to the Administrative Agent, at least five Business Days prior to the date of any such Permitted Acquisition, a
certificate of a Responsible Officer of Parent setting forth computations in reasonable detail demonstrating satisfaction of the
foregoing conditions as at the date of such certificate reflecting the terms of the transaction as of such date; provided further
that if prior to consummation of such Permitted Acquisition changes are made to the terms that would alter the computations previously
delivered, Parent shall deliver a revised certificate demonstrating satisfaction of the foregoing conditions on the date of the
consummation of such Permitted Acquisition;


 


(B)   
the aggregate amount of acquisitions of assets financed by Loan Parties that are not (or do not become at the time of such
acquisition (or within the time period required by Section 8.6)) directly owned by a Loan Party or do not become Loan Parties shall
not exceed the greater of (x) $100,000,000 and (y) 4.0% of the consolidated total assets of Parent and its Subsidiaries measured
as of the relevant Measurement Period on or prior to the date of the most recent acquisition pursuant to this clause (B)


 


 (C)     [reserved];




 






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(D)    to
the extent applicable, the Borrower shall have complied with the provisions of Section 8.6 (when and to the extent required
by such Section), including, without limitation, to the extent not theretofore delivered, delivery to the Administrative
Agent of (x) the certificates evidencing 100% of the Capital Stock (or, in the case of any new Excluded Foreign Subsidiary,
65% of the Foreign Subsidiary Voting Stock and 100% of the total non-voting stock of any such Excluded Foreign Subsidiary) of
any new Subsidiary formed or acquired in connection with such Permitted Acquisition and that is not owned by an Excluded
Subsidiary, accompanied by undated stock powers executed in blank, and (y) the agreements, instruments, opinions of counsel
and other documents required under Section 8.6; and


 


(E)   
no Event of Default shall have occurred and be continuing at the time the relevant agreement for such Permitted Acquisition
is entered into.


 


Notwithstanding
anything to the contrary herein, during the Designated Period, Section 9.5(e) above shall be further limited as follows:
the aggregate amount of cash consideration (other than proceeds from a sale of Capital Stock of Parent) for Permitted Acquisitions
made during the Designated Period shall not exceed $25,000,000 and any such cash consideration for Permitted Acquisitions during
the Designated Period shall only come from the proceeds from a sale of Capital Stock of Parent, the incurrence of Revolving Credit
Loans or the use of cash on hand of Parent and its Subsidiaries.


 


		9.6.	Restricted Payments. Declare or make any Restricted Payment, except that:



 


(a) 
each Subsidiary of Parent may make Restricted Payments to, or on behalf of or for the benefit of, Parent to enable Parent
to pay out-of-pocket accounting fees, legal fees and other amounts incurred or owing by Parent in the ordinary course of business
pursuant to the Shared Services Agreement;


 


(b)
each Subsidiary of Parent may make Restricted Payments to, or on behalf of or for the benefit of, Parent in respect of (i) income
Tax liabilities of Parent and its Subsidiaries in accordance with the Tax Sharing Agreement, (ii) value added Tax, franchise Taxes
and similar Taxes to enable Parent to pay any such Taxes imposed on Parent on behalf or on account of its Subsidiaries and (iii)
without duplication, any non-income Taxes imposed on Parent that are not attributable to assets or Subsidiaries owned by Parent
other than the Borrower and its Subsidiaries; provided however that the sum of any such Restricted Payments made pursuant
to clauses (ii) and (iii) of this Section 9.6(b) shall not exceed


$1,000,000 for any taxable year of Parent;


 


(c)  so
long as (x) at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing,
and (y) in the case of a Restricted Payment pursuant to any of clauses (iv) through (vii) below, the Loan Parties shall be in
compliance with Section 9.1the
applicable Financial Covenants, on a Pro Forma Basis after giving effect thereto as of the relevantlatest
Measurement Period, (or
with respect to Section 9.2, as of such date), each of Holdings and the Borrower may make Restricted Payments in
cash to enable Parent and its Subsidiaries to do the following, but in the case of clauses (i), (ii) and (iii), only to the
extent such obligations cannot be met with cash flow available to Parent and its Subsidiaries from the Partnership Parks
Entities or from Net Cash Flow from Partnership Parks:


 






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(i) 
to pay obligations of Parent or any of its Subsidiaries under the Partnership Parks Agreements; and


 


 (ii) to purchase limited partnership units under the Partnership Parks Agreements;







 


 (iii) to make Capital Expenditures for the Partnership Parks Entities;




 


(iv) to
move money to Parent to finance any Investment permitted to be made pursuant to Section 9.8 (other than Section 9.8(e)(i)); provided
that (A) such Restricted Payment shall be made substantially concurrently with the closing or consummation of such Investment
(or at future times as may be scheduled at the time of such closing or consummation to be made thereafter in connection
therewith) and (B) Parent shall, immediately following the closing or consummation thereof, cause (1) all property acquired
(whether assets or equity interests) to be contributed to the Borrower or a Loan Party (or a Person that will become a Loan
Party upon receipt of such contribution) or (2) the merger (to the extent permitted in Section 9.5(a)) of the Person formed
or acquired into the Borrower or a Loan Party in order to consummate such Permitted Acquisition, in each case, in accordance
with the requirements of Section 8.6;


 


(v) 
to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options
or other securities convertible into or exchangeable for equity interests of Parent; provided that any such cash payment
shall not be for the purpose of evading the limitations set forth in this Section 9.6 (as determined in good faith by the board
of directors or the managing board, as the case may be, of Parent (or any authorized committee thereof));


 


(vi) 
to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this
Agreement not in excess of


$15,000,000 in the aggregate; and


 


(vii)  
to pay fees, costs and expenses related to the Transactions and the Related Transactions and in connection with any proposed
issuance of unsecured Indebtedness (whether or not successful);


(d)
to the extent constituting Restricted Payments, Parent and its Subsidiaries may enter into and consummate transactions expressly
permitted by any provision of Section


9.5 (other than Section 9.5(c) (other than clauses
(iii) or (iv)));


 


(e) 
so long as (i) at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing
and (ii) the Parent Consolidated Leverage Ratio is less than the RP Trigger Ratio after giving Pro Forma Effect to the Restricted
Payment as of the relevant Measurement Period, Parent, Holdings and the Borrower may make Restricted Payments in an aggregate amount
not exceeding the Available Amount;


 


(f)  Parent
and its Subsidiaries may make Restricted Payments in the form of noncash repurchases of Capital Stock of Parent deemed to
occur upon the exercise of stock options or warrants if such repurchased Capital Stock represents all or a portion of the
exercise price of such options or warrants and cash payments of Taxes in connection therewith and cash payments in lieu of
the issuance of fractional shares in connection with the exercise of such stock options or warrants;


 






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(g)
Parent and its Subsidiaries may make (i) Restricted Payments of Capital Stock of an Unrestricted Entity, or (ii) Restricted Payments
funded with dividends, sale proceeds or other distributions received from Unrestricted Entities;


 


(h)
Each of Holdings and the Borrower may make Restricted Payments in cash to enable Parent, and Parent may make Restricted Payments
from RP Eligible Proceeds in an aggregate amount not to exceed $200,000,000; provided that after giving Pro Forma Effect
to


(i) 
each Disposition which is the source of such RP Eligible Proceeds and (ii) the corresponding Restricted Payment, the Parent
Consolidated Leverage Ratio is less than the RP Trigger Ratio as of the relevant Measurement Period;


 


(i) 
Each of Holdings and the Borrower may make Restricted Payments in cash in an aggregate amount not to exceed $25,000,000,
to enable Parent to repurchase, retire or acquire for value equity interests of Parent from any future, present or former employee
or director (or the estate, family members, spouse, successors, executors, administrator, heirs, legatees or distributees of the
foregoing) of Parent or any of its Subsidiaries pursuant to any employee or director equity plan, employee or director stock option
plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement)
with any employee or director of Parent or any of its Subsidiaries;


 


(j) 
Each of Holdings and the Borrower may make Restricted Payments in cash to enable Parent, and Parent may make Restricted
Payments to executives of Parent when restricted Capital Stock of Parent vests (in lieu of payment of income tax by such executives);


 


(k) 
so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing,
Parent, Holdings and the Borrower may make Restricted Payments in an aggregate amount up to $50,000,000 during each fiscal quarter;


 


(l) 
so long as (x) no Event of Default has occurred and is continuing and (y) the Loan Parties shall be in compliance with Section
9.1 on a Pro Forma Basis after giving effect to such Restricted Payment as of the relevant Measurement Period, Parent may make
Restricted Payments in an aggregate amount up to Net Cash Flow from Partnership Parks;


 


(m) 
so long as no Event of Default under Section 10(a) (with respect to the payment of principal or interest on any Loan or
Reimbursement Obligation) has occurred and is continuing, Borrower may make Restricted Payments in an amount sufficient for Parent
or Holdings to make regularly scheduled payments of interest, fees, indemnities and expenses in accordance with the terms of the
Senior Notes and any Indebtedness incurred pursuant to Section 9.3(i) and Section 9.3(n) and to make AHYDO catch-up payments in
respect of the Senior Notes and any Indebtedness incurred pursuant to Section 9.3(i) and Section 9.3(n);


 


(n) [reserved];


 






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(o) 
so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing,
Holdings and Borrower may make additional Restricted Payments such that Parent and its Subsidiaries may make payments in respect
of senior unsecured Indebtedness pursuant to Section 9.9(l), (m)(i) and (n);


 


(p) 
so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing,
each of Holdings and Borrower may make Restricted Payments to Parent to enable Parent to make Restricted Payments in an aggregate
amount not to exceed $100,000,000; and


 


(q) 
other cash Restricted Payments so long as at the time thereof and after giving effect thereto no Event of Default shall
have occurred and be continuing; provided that at the time of making such Restricted Payments, the Senior Secured Leverage
Ratio is equal to or less than 2.50 to 1.00, after giving Pro Forma Effect to such Restricted Payments as of the relevant Measurement
Period; and


 


(r) 
so long as (x) no Event of Default has occurred and is continuing and (y) the Parent Consolidated Leverage Ratio is less
than the RP Trigger Ratio after giving Pro Forma Effect to the Restricted Payment as of the relevant Measurement Period, Parent
may make Restricted Payments in an aggregate amount not exceeding the Parent Available Amount.


 


Nothing
herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary to its immediate parent company and each
other owner of Capital Stock of such Subsidiary based on their relative ownership interests (provided however that Borrower
and its Subsidiaries may not declare or make any Restricted Payments to Holdings or Parent except as otherwise set forth in this
Section 9.6).


 


Notwithstanding
anything to the contrary herein, during the Designated Period, Parent, Holdings and the Borrower shall not, and shall
not permit any of its Subsidiaries to make any Restricted Payments pursuant to clauses (e), (h), (k), (l), (o), (p), (q) and (r)
above.


 


		9.7.	[Reserved].



 


		9.8.	Investments. Make or permit to remain outstanding any Investments except:



 


(a) Investments
outstanding or contemplated on the date hereof and identified on Schedule 9.8(a) and any modification, replacement, renewal
or extension thereof; provided that the amount of the original Investment increased except by the terms of such
Investment or otherwise as permitted by this Section 9.8;


 


 (b) deposit accounts opened in the ordinary course of business;




 


(c) 
Permitted Investments, and securities accounts opened in the ordinary course of business and to which Permitted Investments
are credited;





 






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(d)
Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant
of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from
financially troubled account debtors and other credits to suppliers in the ordinary course of business;


 


(e) 
Investments consisting of (i) Indebtedness, Liens, fundamental changes and Restricted Payments permitted under Sections
9.3 (other than Section 9.3(d) with respect to Parent), 9.4, 9.5 (other than Section 9.5(a)(iii)) and 9.6 (other than Section 9.6(c)(iv)),
respectively, or Capital Expenditures and (ii) Investments by the Borrower or any of its Subsidiaries in Intellectual Property
assets and related assets so long as the fair market value of the Property that is invested does not exceed the greater of (x)
$100,000,000 or (y) 4.0% of the consolidated total assets of Parent and its Subsidiaries measured as of the relevant Measurement
Period on or prior to the date of the most recent Investment pursuant to this clause (e) in the aggregate;


 


(f)  (i)
Investments (including debt obligations and Capital Stock) received in connection with the bankruptcy or reorganization of
any Person or in settlement of delinquent obligations of, or other disputes with, any Person arising in the ordinary course
of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any
secured Investment, and (ii) the non-cash proceeds of any Disposition permitted by Section 9.5(c);


 


(g)
(i) loans and advances to Holdings or Parent (or any direct or indirect parent thereof) by any Subsidiary of Holdings or any Subsidiary
of Parent, respectively, in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted
Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings or Parent in accordance with Section
9.6 (with any such loan or advance then outstanding to be deemed to be a Restricted Payment for purposes of Section 9.6) and


(ii) 
Investments by Parent in GP Holdings, Inc., SFT Holdings, Inc., Six Flags Over Texas, Inc., SFOG II, Inc. and/or the Partnership
Parks Entities that will be used to make or constitute “affiliate loans” or other Investments for the purpose of paying
obligations described in Section 9.6(c)(i), (ii) and (iii), in each case for purposes of the Partnership Parks Agreements, made
substantially concurrently with and in an amount not in excess of (A) Restricted Payments made pursuant to Section 9.6(c)(i), (ii),
and (iii) or (B) Indebtedness permitted to be incurred pursuant to Section 9.3(n)(ii) to the extent incurred to pay obligations
described in Section 9.6(c)(i), (ii) or (iii);


 


(h)
advances of payroll payments to employees in the ordinary course of business;


 


 (i) [reserved];




 


(j) Investments
held by a Subsidiary acquired after the Closing Date or of a corporation merged into the Borrower or merged or consolidated
with a Subsidiary of the Borrower in accordance with Section 9.5 after the Closing Date 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;


 






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(k)
Investments by Parent or any of its Subsidiaries in assets that were Permitted Investments when such Investment was made;


 


(l) 
(i) asset purchases (including purchases of inventory, supplies and materials) and (ii) the licensing or contribution of
Intellectual Property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;


 


(m)
Guarantees by Parent or any of its Subsidiaries of leases (other than Capital Lease Obligations) or of other obligations of Subsidiaries
that do not constitute Indebtedness, in each case entered into in the ordinary course of business;


 


(n)
Investments in joint ventures (other than Investments of Intellectual Property) pursuant to which, among other things, Parent or
any of its Subsidiaries is granted Intellectual Property for its Parks;


 


(o)
Investments in a joint venture formed for the lease of property and construction of a time share hotel to be located in Lake George,
New York; provided that the aggregate outstanding amount of all such Investments permitted by this clause (o), net of any
amounts paid, repaid, returned, distributed or otherwise received in cash in respect of (and not in excess of the amount of) any
such Investment, shall not exceed $10,000,000;


 


(p)
Investments by Parent and its Subsidiaries in Holdings, the Borrower and any Subsidiary Guarantor including Guarantees by Parent
or any of its Subsidiaries of obligations of Parent, Holdings, the Borrower or any Subsidiary Guarantor;


 


(q)
(i) Investments by Non-Guarantor Subsidiaries (other than the Partnership Parks Entities) in Non-Guarantor Subsidiaries (other
than the Partnership Parks Entities), including Guarantees by Non-Guarantor Subsidiaries (other than the Partnership Parks Entities)
of obligations of other Non-Guarantor Subsidiaries (other than the Partnership Parks Entities) and (ii) Investments by the Partnership
Parks Entities in other Partnership Parks Entities and Guarantees by Partnership Parks Entities of obligations of other Partnership
Parks Entities;


 


(r) 
Hedging Agreements entered into in the normal course of business and consistent with industry practice and not for speculative
purposes;


 


(s) 
Investments received in connection with any Disposition permitted under Section 9.5 or any Disposition to which the Required
Lenders shall have consented in accordance with Section 12.1;


 


(t)  any Acquisition permitted by Section 9.5(b) or 9.5(e);




 


(u)
Investments existing as of the Closing Date in 229 East 79th Street Associates L.P. and further Investments in 229 East 79th Street
Associates L.P. in an aggregate amount of up to but not exceeding $500,000 during any fiscal year;





 






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(v) 
(i) so long as no Event of Default has occurred or is continuing or will occur or be continuing after giving effect thereto,
additional Investments in an aggregate amount not exceeding the Available Amount, so long as the Parent Consolidated Leverage Ratio
is less than the RP Trigger Ratio after giving Pro Forma Effect to such Investment as of the relevant Measurement Period, (ii)
so long as no Event of Default has occurred or is continuing or will occur or be continuing after giving effect thereto, additional
Investments in an aggregate amount not exceeding the Parent Available Amount, so long as the Parent Consolidated Leverage Ratio
is less than the RP Trigger Ratio after giving Pro Forma Effect to such Investment as of the relevant Measurement Period and (iii)
other Investments in an aggregate amount at any one time outstanding, net of any amounts paid, repaid, returned, distributed or
otherwise received in cash in respect of (and not in excess of the amount of) any such Investment, at any one time outstanding
not to exceed the greater of (x)


$100,000,000 and (y) 4.0%
of the Consolidated Total Assets of Parent and its Subsidiaries measured as of the relevant Measurement Period on or prior to the
most recent Investment pursuant to this clause (v);


 


(w)
cash loans or advances to officers, directors, members of management, employees consultants and independent contractors of Parent
or any of its Subsidiaries (i) in an aggregate amount (as to all such officers, directors, members of management, employees, consultants
and independent contractors), net of any amounts paid, repaid, returned, distributed or otherwise received in cash in respect of
(and not in excess of the amount of) any such Investment, up to $5,000,000 at any one time outstanding and (ii) in connection with
such Person’s purchase of equity interests of Parent in an aggregate amount, net of any amounts paid, repaid, returned, distributed
or otherwise received in cash in respect of (and not in excess of the amount of) any such Investment, not to exceed $5,000,000
at any time outstanding, determined without regard to any write-downs or write-offs of such loans or advances;


 


 (x) [reserved];




 


(y) 
Investments in an aggregate amount, net of any amounts paid, repaid, returned, distributed or otherwise received in cash
in respect of (and not in excess of the amount of) any such Investment, not to exceed $10,000,000 at any one time outstanding,
made by a Subsidiary in or to the Partnership Parks Entities in the ordinary course of business and consistent with past practice;


 


(z)  (i)
Investments by Parent or any Subsidiary in the Capital Stock of Unrestricted Entities solely in connection with Restricted
Payments permitted under Section 9.6(g)(i), and (ii) Investments in Unrestricted Entities in an aggregate amount, net of any
amounts paid, repaid, returned, distributed or otherwise received in cash in respect of (and not in excess of the amount of)
any such Investment, at any time not to exceed the greater of (x) $50,000,000 or (y) 2.0% of the consolidated total assets of
Parent and its Subsidiaries measured as of the relevant Measurement Period on or prior to the most recent Investment pursuant
to this clause (z)


 


(aa)
Investments in cash or Permitted Investments in respect of the Escrow Account arising under the Subordinated Indemnity Escrow Agreement;





 






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(bb)
Investments in Non-Guarantor Subsidiaries (other than the Partnership Parks Entities) in an aggregate amount, net of any amounts
paid, repaid, returned, distributed or otherwise received in cash in respect of (and not in excess of the amount of) any such Investment,
at any time not to exceed the greater of (x) $50,000,000 and (y) 2.0% of the consolidated total assets of Parent and its Subsidiaries
measured as of the relevant Measurement Period on or prior to the most recent Investment pursuant to this clause (bb)


 


(cc)
Investments in joint ventures and other minority investments in an aggregate amount, net of any amounts paid, repaid,
returned, distributed or otherwise received in cash in respect of (and not in excess of the amount of) any such Investment,
at any time not to exceed the greater of (x) $50,000,000 and (y) 2.0% of the consolidated total assets of Parent and its
Subsidiaries measured as of the relevant Measurement Period on or prior to the most recent Investment pursuant to this clause
(cc); and other Investments so long as no Event of Default has occurred or
is continuing or will occur or be continuing after giving effect thereto; provided that at the time of making such
Investments, the Senior Secured Leverage Ratio is equal to or less than 2.50:1.00, after giving Pro Forma Effect to such
Investments as of the relevant Measurement Period.;
and


 


(ee)
during the Designated Period, other Investments solely with respect to
the Foreign Parks at any time not to exceed $25,000,000, so long as no Event of Default has occurred or is continuing or will
occur or be continuing after giving effect thereto. 


 


provided, that neither
Parent nor any of its Subsidiaries shall make any Investment in any Partnership Parks Entity, any Unrestricted Entity or any Subsidiary
of Parent that is not Holdings, the Borrower, or
a Subsidiary Guarantor other than (A) pursuant to Section 9.8(a), 9.8(g)(ii), 9.8(j) 9.8(l)(ii), 9.8(m), 9.8(n), 9.8(o),
9.8(q), 9.8(s), 9.8(t), 9.8(x), 9.8(y), 9.8(z), 9.8(bb), 9.8(cc),
9.8(dd) or 9.8(dd3(ee),
(B) investments by a Partnership Parks Entity in any other Partnership Parks Entity, and (C) pursuant to Sections 9.8(e)(ii) and
9.8(v) provided that the only Person that may make Investments in the Partnership Parks Entities pursuant to such Sections
is Parent. In addition, to the extent an Investment is permitted to be made by a Subsidiary of the Borrower directly in any other
Subsidiary of the Borrower or any other Person (other than the Partnership Parks Entities) who is not a Loan Party (each such
person, a “Target Person”) under any provision of this Section 9.8, such Investment may be made by advance,
contribution or distribution directly or indirectly to the Borrower and further advanced or contributed by the Borrower to a Subsidiary
of the Borrower for purposes of ultimately making the relevant Investment in the Target Person without constituting an Investment
for purposes of Section 9.8 (it being understood that such Investment must satisfy the requirements of, and shall count toward
any thresholds or baskets in, the applicable clause under Section 9.8 as if made by the applicable Subsidiary of the Borrower
directly to the Target Person).


 


For
the avoidance of doubt, if an Investment would be permitted under any provision of this Section 9.8 (other than Section 9.8(t))
and as a Permitted Acquisition, such Investment need not satisfy the requirements otherwise applicable to Permitted Acquisitions
unless such Investments are consummated in reliance on Section 9.8(t).





 






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Notwithstanding
anything to the contrary herein, during the Designated Period, the exceptions in Section 9.8(a) through Section 9.8(ee) above shall
be further limited as follows: the Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to
make or permit to remain outstanding any Investments (1) pursuant to clauses (v)(i), (v)(ii), (z), (cc) and (dd) above and (2)
pursuant to clause (v)(iii) above, if all Investments made pursuant to clause (v)(iii) at any time outstanding would exceed $50,000,000
in the aggregate.


 


9.9.   
Prepayment of Certain Indebtedness. Purchase, redeem, retire or otherwise acquire
for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or
other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing
in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its Subsidiaries
to make payments to any other Person as a result of a change in market value of, Indebtedness outstanding under any Indenture
of Parent, Holdings, or (solely in the case of Indebtedness that is unsecured, that is subordinated
in right of payment to the Obligations, or that is secured on a junior basis to the Obligations) any other Subsidiary of Parent
(it being understood that the following shall be permitted, subject to compliance with any intercreditor or subordination agreement
then in effect with the Lenders or any agent acting on behalf thereof): (a) payments of required payments of indemnities, expenses,
fees and regularly scheduled principal and interest of Indebtedness of Parent and its Subsidiaries and payment at maturity shall
be permitted, (b) payments of the principal amount of Indebtedness (or accreted value, if applicable) of Parent or Holdings shall
be permitted, with the Net Cash Proceeds of Indebtedness of Parent or Holdings, as the case may be (to the extent such Indebtedness
constitutes a refinancing, refunding, replacement or renewal thereof plus all interest capitalized in connection therewith, any
Refinancing Expenses and any costs and premiums associated with such refinancing, refunding, replacement or renewal) and is permitted
pursuant to Section 9.3, to the extent not required to prepay any Loans or Facility pursuant to Section 5.5(a), (c) payments with
respect to intercompany Indebtedness permitted under this Agreement and owed to a Loan Party, (d) payments with respect to intercompany
Indebtedness permitted under this Agreement and owed to Parent subject to the terms of the Intercompany Subordinated Note (it
being agreed that in determining compliance with Section 9.6, any such payments shall be deemed to constitute Restricted Payments),
(e) payments with respect to intercompany Indebtedness permitted under this Agreement and owed to any Non- Guarantor Subsidiary
subject to the terms of the Intercompany Subordinated Note, (f) payments of the principal amount of Indebtedness (or accreted
value, if applicable) of Parent, Holdings or any other Subsidiary of Parent shall be permitted with (i) the Available Amount or
(ii) the Parent Available Amount, as applicable, at such time; provided that for (i) and (ii), in the case of such a payment
of Indebtedness of the Borrower or its Subsidiaries, no Event of Default shall have occurred and be continuing immediately before
and after such payment, (g) payments of Indebtedness (or accreted value, if applicable) incurred pursuant to Sections 9.3(g),
(h) and (k) to the extent that the assets securing such Indebtedness are Disposed of in compliance with Section 9.5(c), (h) exchange
of any such Indebtedness for Qualified Capital Stock, (i) payments of senior unsecured Indebtedness of Parent or its Subsidiaries
shall be permitted in an aggregate amount not to exceed Net Cash Flow from Partnership Parks; provided that no Event of Default
shall have occurred and be continuing immediately before and after such payment, (j) AHYDO catch-up payments in respect of such
Indebtedness, (k) [reserved], (l) so long as no Event of Default shall have occurred and be continuing, payments of the Senior
Notes, (m) so long as no Event of Default shall have occurred and be continuing, payments of any Indebtedness (other than debt
subordinated in right of payment) incurred pursuant to (i) Section 9.3(i) or (ii) Section 9.3(n) and (n) other payments
so long as no Default or Event of Default has occurred and is continuing immediately before and after such payment; provided
at the time of such payment, the Senior Secured Leverage Ratio is equal to or less than 3.25:1.00 as of the relevant Measurement
Period, after giving Pro Forma Effect to such payments.


 






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Notwithstanding
anything to the contrary, during the Designated Period, the exceptions in Section 9.9(a) through Section 9.9(n) above
shall be further limited as follows: Parent, Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries
to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire for value, or set apart any money for
a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary
payment or prepayment of the principal of or interest on, or any other amount owing in respect of, or enter into any derivative
transaction or similar transaction obligating Holdings or any of its Subsidiaries to make payments to any other Person as a result
of a change in market value of, Indebtedness outstanding under any Indenture of Parent, Holdings or (solely in the case of Indebtedness
that is unsecured, that is subordinated in right of payment to the Obligations, or that is secured on a junior basis to the Obligations)
any other Subsidiary of Parent pursuant to clauses (f), (l), (m) and (n) above.


 


Notwithstanding
anything to the contrary, during the Designated Period, Parent, Holdings and the Borrower shall not, and shall
not permit any of its Subsidiaries to, prior to the scheduled maturity thereof, purchase, redeem, retire or otherwise acquire
for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement
or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount
owing in respect of, or enter into any derivative transaction or similar transaction obligating Holdings or any of its
Subsidiaries to make payments to any other Person as a result of a change in market value of, any Indebtedness incurred
pursuant to Section 9.3(c) that is secured on a pari passu basis with the other Obligations, except that the following shall
be permitted, subject to compliance with any intercreditor or subordination agreement then in effect with the Lenders or any
agent acting on behalf thereof: (w) payments of required payments of indemnities, expenses, fees and regularly scheduled
principal and interest of such Indebtedness and payment at maturity shall be permitted, (x) payments of the principal amount
of such Indebtedness (or accreted value, if applicable) shall be permitted, with the Net Cash Proceeds of Indebtedness, as
the case may be (to the extent such Indebtedness constitutes a refinancing, refunding, replacement or renewal thereof plus
all interest capitalized in connection therewith, any Refinancing Expenses and any costs and premiums associated with such
refinancing, refunding, replacement or renewal) and is permitted pursuant to Section 9.3, to the extent not required to
prepay any Loans or Facility pursuant to Section 5.5(a), (y) the Borrower may purchase, redeem, retire or otherwise acquire
for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement
or other acquisition of such Indebtedness pursuant to customary asset sale or change of control provisions and AHYDO payments
and (z) from and after March 31, 2021, in whole or in part, the Borrower may defease or make any prepayments, purchases,
repurchases, or redemptions of or in respect of such Indebtedness so long as (i) the Borrower shall be in compliance with the
applicable Financial Covenants immediately before and immediately after giving effect to any such purchase on a Pro Forma
Basis as of the applicable Measurement Period (or with respect to Section 9.2, as of such date) and (ii) before and after
giving effect to any such purchase, no Event of Default shall have occurred and be continuing.


 






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9.10.   Transactions
with Affiliates. Enter into any transaction with any Affiliate unless such transaction is upon fair and reasonable terms
(taken as a whole) no less favorable to Parent, Holdings, the Borrower or such Subsidiary, as the case may be, than it would
obtain in a comparable arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing,
(i) any Affiliate who is an individual may serve as a director, consultant, officer or employee of Parent or any of its
Subsidiaries and such Person may receive, and Parent and its Subsidiaries may engage in any transaction or series of
transactions related to, reasonable compensation, severance, indemnities and reimbursement of reasonable expenses, including
stock incentive and option plans and agreements relating thereto, (ii) Parent and its Subsidiaries may enter into
transactions (other than extensions of credit by Parent or any of its Subsidiaries to an Affiliate) providing for the leasing
of Property, the rendering or receipt of services or the purchase or sale of inventory and other Property in the ordinary
course of business if the monetary or business consideration arising therefrom would be no less favorable (taken as a whole)
in any material respect to Parent and its Subsidiaries as the monetary or business consideration that would obtain in a
comparable transaction with a Person not an Affiliate, (iii) the Borrower or any of its Subsidiaries may make an Acquisition
of assets of any Person which is an Affiliate solely by reason of such Person being controlled by Parent or any of its
Subsidiaries and may make Investments in such Person, provided that such Acquisitions and Investments are (A)
permitted under Section 9.5(e)(i) or 9.8 and (B) made upon fair and reasonable terms no less favorable (taken as a whole) to
Parent or such 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, (iv) Parent or any of its Subsidiaries may enter into any transaction required of it
pursuant to Section 9.8, (v) Parent and its Subsidiaries may be parties to and may perform their respective obligations under
the Shared Services Agreement and the Tax Sharing Agreement, (vi) Parent or any of its Subsidiaries may perform their duties
and obligations under the Partnership Parks Agreements, (vii) Parent or any of its Subsidiaries may enter into or consummate
any transaction permitted for it by Sections 9.3(b), 9.3(c), 9.3(d), 9.3(e), 9.3(f), 9.3(h), 9.3(i), 9.3(j), 9.3(k), 9.3(n),
9.3(o), 9.3(p), 9.3(r), 9.3(s), 9.3(t), 9.3(u), 9.4(b), 9.4(m), 9.4(j), 9.4(k), 9.4(l), 9.4(r)(ii), 9.4(v), 9.4(w), 9.4(aa),
9.5(a), 9.5(c)(iii), 9.5(c)(iv), 9.5(c)(v), 9.5(c)(ix), 9.5(c)(xi), 9.5(c)(xiii), 9.5(c)(xiv), 9.5(e)(i), 9.6 (other than
Section 9.6(d)), 9.8(a), 9.8(e), 9.8(f), 9.8(g), 9.8(h), 9.8(j), 9.8(k), 9.8(l), 9.8(m), 9.8(n), 9.8(o), 9.8(p), 9.8(q),
9.8(s), 9.8(t), 9.8(u), 9.8(v), 9.8(w), 9.8(y), 9.8(aa), 9.8(bb), 9.8(cc),
9.8(dd) or 9.8(ddee)
and (viii) subject to the other provisions of this Agreement, any transaction between Parent and an Affiliate of or a
Subsidiary of Parent if Parent reasonably determines in good faith that such transaction is beneficial to Parent and its
Subsidiaries taken as a whole and that such transaction is not being entered into for the purpose of hindering the exercise
by the Administrative Agent or the other Secured Parties of their rights or remedies under this Agreement and the other Loan
Documents.


 


9.11.  
Changes in Fiscal Periods. Permit the fiscal year of Parent, Holdings or the Borrower to end on a day other than
December 31 or change Parent’s, Holdings’ or the Borrower’s method of determining fiscal quarters.


 






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9.12.   Certain
Restrictions. Enter into, after the date hereof, any indenture, agreement, instrument or other consensual arrangement
that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially
adverse conditions upon, the payment of Indebtedness owed by a Subsidiary to any Loan Party, the granting of Liens by any
Loan Party for the benefit of Administrative Agent and the Lenders, the declaration or payment of dividends, the making of
loans, advances or Investments or the sale, assignment, transfer or other disposition of Property to any Loan Party, other
than any such prohibition or restraint (a) set forth in any agreement providing for the disposition of Property (so long as
such prohibition or restraint relates only to the Property to be disposed of), (b) set forth in any of the Loan Documents or
pursuant to the Refinancing Term Loans, any Incremental Amendment, any Replacement Revolving Facility or the Refinancing
Notes, or any Indenture, or set forth in documentation evidencing Indebtedness pursuant to Section 9.3(c), (i), (n), (o), (p)
or (t) (in each case so long as such prohibition or restraint is in the good faith judgment of Parent, upon market terms
(taken as a whole) for comparable Indebtedness incurred by comparable entities, and so long as such prohibition or restraint
(i) is not more restrictive (taken as a whole) than the similar prohibition or restraint set forth in the Loan Documents or
(ii) except with respect to Sections 9.3(c) and (n), the Borrower has made a good faith determination that such restrictions
will not affect its obligation or ability to make any payments hereunder, or any other document relating to any existing
Indebtedness or any Indebtedness referred to in Section 9.3(b), 9.3(g) (solely to the extent relating to the Property subject
to such Purchase Money Indebtedness or Capital Lease Obligation), 9.3(h) (solely to the extent relating to the Property
subject to such Indebtedness) and 9.3(m) (and any comparable prohibitions or restraints in any document governing any
Indebtedness incurred to refinance any of the foregoing, so long as such prohibitions or restraints (taken as a whole) are,
in the good faith judgment of Parent, not materially more restrictive than those applicable to the Indebtedness being
refinanced)), (c) set forth in any Real Property lease agreement, licenses, joint venture agreements, contracts entered into
in the ordinary course of business to the extent that such prohibition or restraint relates only to the Property which is the
subject of such instrument and could not reasonably be expected to result in a Material Adverse Effect, (d) set forth in any
instrument relating to a Permitted Lien, so long as such prohibitions or restraints relate only to the Property encumbered by
such Permitted Lien, (e) set forth in any Contractual Obligation with respect to (i) negative pledges and restrictions on
Liens in favor of any holder of Indebtedness permitted under Section 9.3(b), 9.3(g) and 9.3(h) but solely to the extent any
negative pledge relates to the property financed by or the subject of such Indebtedness, (ii)  customary
provisions restricting subletting or assignment of any lease governing a leasehold interest, and (iii) customary provisions
restricting assignment or transfer of any agreement entered into in the ordinary course of business and (f) set forth in any
Real Property lease or sublease agreement entered into by any Leased Park Entity to the extent that such prohibition or
restraint relates only to the Property which is the subject of such instrument and could not reasonably be expected to result
in a Material Adverse Effect. Notwithstanding the foregoing, Parent and its Subsidiaries shall not enter into or permit to
exist any contract, agreement or other arrangement that would prevent Parent and its Subsidiaries from granting a Partnership
Parks Lien to secure the Obligations, except for the Partnership Parks Agreements and replacement agreements having a
substantially similar purpose to the Partnership Parks Agreements.


 


9.13.  
Lines of Business. Engage to any substantial extent in any line or lines of business activity other than the business
of owning and operating amusement and attraction parks, and businesses related, ancillary or complementary thereto and the businesses
and activities related thereto more fully described on Schedule 9.13 attached hereto.


 


9.14.  
Modifications of Certain Documents. Consent to any modification, supplement or waiver of:


 






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(a) 
its articles of incorporation or by-laws (or similar constituent documents) in any manner materially adverse to the Lenders,
or


 


(b)
the Partnership Parks Agreements in any manner materially adverse to the Lenders.


 


9.15. Limitation
on Activities of Parent and Holdings. (a) In the case of Holdings, conduct, transact or otherwise engage in any business
or operations other than those incidental to (i) its ownership of the Capital Stock of the Borrower and PP Data Services
Inc., (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such
maintenance), (iii) the performance of its obligations in the Loan Documents, the Senior Notes and the Partnership Parks
Agreements, or (iv) not otherwise prohibited by the Loan Documents; provided that, notwithstanding anything herein to
the contrary, Holdings may not (1) make any Acquisitions (except as expressly contemplated by Section 9.5(b)(ii) in
connection with Investments permitted by clause (2) below only), (2) make any Investments except as expressly contemplated by
Sections 9.8(a), (b), (c), (e)(i), (g), (h), (k), (m), (n), (o), (p), (r) (in connection with Indebtedness permitted under
Section 9.3(n)(ii) only), (s), (t) (with respect to Section 9.5(b)(ii) in connection with Investments permitted by this
clause (2) only), (u), (v), (w), (x), (y), (z), (aa), (bb), (cc) and (ee),
(3) create any Subsidiaries that are not Subsidiaries of Borrower or any of its Subsidiaries or (4) own any operating entity
other than Borrower or act as an operating entity.


 


(b)
In the case of Parent, conduct, transact or otherwise engage in any business other than those incidental to (i) its ownership
of the Capital Stock of its Subsidiaries and the parks subject to the Partnership Parks Agreements, (ii) the maintenance of its
legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) its status as a
publicly traded company or public filer or as a member of the consolidated group of Parent and its Subsidiaries (including the
ability to participate in tax, accounting and other administrative matters or comply with laws relating thereto), (iv) the performance
of its obligations in the Loan Documents, the Senior Notes and the Partnership Parks Agreements, (v) any public offering or other
issuance of its Capital Stock or (vi) not otherwise prohibited by the Loan Documents; provided that, notwithstanding anything
herein to the contrary, Parent may not (1) make any Acquisitions (except as expressly contemplated by Sections 9.5(b)(ii) in connection
with Investments permitted by clause (2) below only, 9.5(b)(iii) in connection with the Partnership Parks Entities only), (2)
make any Investments except as expressly contemplated by Sections 9.8(a), (b), (c), (d), (e)(i), (f), (g), (h), (k), (l)(ii),
(m), (n), (p), (r) (in connection with Indebtedness permitted under Section 9.3(i) and (n)(ii) only), (s), (t) (with respect to
Sections 9.5(b)(ii) in connection with Investments permitted by this clause (2)     
only, 9.5(b)(iii) in connection with the Partnership Parks Entities only), (v), (w), (x), (z), (aa), (bb), (cc) and (dd),
(3) create any Subsidiaries that are not either Subsidiaries of the Borrower or the Partnership Parks Entities or (4) own any
operating entity other than the Borrower and its Subsidiaries and the Partnership Parks Entities or act as an operating entity
(provided that nothing in this Section 9.15(b) shall limit the ability of Parent to enter into sponsorship agreements,
licensing agreements, management agreements, supply agreements or other similar agreements in the ordinary course of business).


 






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9.16.  
Limitation on Hedging Agreements. Enter into any Hedging Agreement other than Hedging Agreements entered into for
the purpose of mitigating risks to which Parent and its Subsidiaries have actual exposure and not for speculative purposes, in
respect of interest rates or foreign exchange rates.


 


9.17.  
Designation of Subsidiaries. Designate (i) any Person as an Unrestricted Entity or (ii) any Unrestricted Entity as
a Subsidiary of Parent, Holdings, Borrower or any of their respective Subsidiaries; except that Parent may at any time designate
any Person (other than Parent, Holdings or Borrower) as an Unrestricted Entity or, to the extent otherwise meeting the definition
of “Subsidiary,” any Unrestricted Entity as a Subsidiary of Parent, Holdings, Borrower or any of their respective Subsidiaries
provided that at the time of such designation (and in the case of clause (c), (e), and (g) below, at all times thereafter):


 


(a) 
immediately before and after such designation, no Event of Default shall have occurred and be continuing or shall be caused
thereby;


 


(b)
immediately after giving effect to such designation on a Pro Forma Basis, Borrower shall be in compliance with the covenant
set forth in Section 9.1applicable
Financial Covenants as of the relevant Measurement Period; (or
with respect to Section 9.2, as of such date);


 


(c) 
any designation of a person as an Unrestricted Entity shall be deemed an Investment under Section 9.8 (at the election of
Parent) in an amount equal to the fair market value immediately prior to such designation of the aggregate interest of Parent and
its Subsidiaries in the person so designated;


 


(d)  with
respect to any person to be designated as an Unrestricted Entity, (i) no Loan Party(other than the person to be designated or
any Subsidiary thereof) has any direct or indirect obligation to subscribe for additional Capital Stock of the person to be
designated or to maintain or preserve such person’s financial condition or to cause such person to achieve any
specified levels of operating results (provided that for the avoidance of doubt, this clause (i)  shall
not prohibit arms-length services agreements between a Loan Party and an Unrestricted Entity) and (ii) such Unrestricted
Entity shall not own any Capital Stock of Parent or any of its Subsidiaries;


 


(e)  upon
the designation of any Unrestricted Entity as a Subsidiary in accordance with this Section 9.17, any outstanding Indebtedness
or Liens of such Subsidiary must comply with Section 9.3 and Section 9.4, respectively, and Parent and such Subsidiary shall
comply with Section 8.6 with respect to such Subsidiary;


 


 (f)  no Partnership Parks Entity may be designated as an Unrestricted Entity;




 


(g) 
no person may be designated as an Unrestricted Entity more than once without the prior written consent of the Administrative Agent;
and


 


(h) 
no Subsidiary that exists on the Closing Date may be designated as an Unrestricted Entity.


 






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Any such designation shall
be evidenced by (i) providing notice to the Administrative Agent of the copy of the resolution of the Board of Directors of Borrower
(or duly authorized committee thereof) giving effect to such designation and (ii) delivering to the Administrative Agent a certificate
of a Responsible Officer of the Borrower certifying that such designation complies with the foregoing requirements.


 


SECTION 10. EVENTS OF DEFAULT


 


If any of the following events shall occur and be
continuing:


 


(a) 
the Borrower shall default in the payment when due in accordance with the terms hereof of any principal of any Loan or Reimbursement
Obligation, or shall default for five or more Business Days in the payment when due of any interest on any Loan or Reimbursement
Obligation or any fee or any other amount payable by it hereunder or under any other Loan Document;


 


(b) 
any representation, warranty or certification made or deemed made herein or in any other Loan Document by Parent or any
Loan Party, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof or thereof,
shall prove to have been false or misleading as of the time made or furnished in any material respect;


 


(c) 
(i) Parent, Holdings or the Borrower shall default in the performance of any of its obligations under any of Section
8.2(a); provided that the delivery of a notice of a Default (but not an Event of Default) at any time will cure any
Event of Default arising from the failure to timely deliver a notice of such Default pursuant to Section 8.2(a), Section
8.3(a)(i) (with respect to Parent, Holdings or Borrower) or Section 9 of this Agreement or(other
than Section 9.2); (ii) an “Event of Default” under and as defined in any Mortgage shall have occurred
and be continuing; or
(iii) the Borrower shall fail to comply with the covenant in Section 9.2 and such failure shall continue unremedied for a
period of five (5) consecutive Business Days;


 


(d) 
any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other
than those specified in clause (a), (b) or (c) of this Section 10) or any other Loan Document and such failure shall continue unremedied
for a period of 30 days after written notice thereof to the Borrower by the Administrative Agent or the Required Lenders (through
the Administrative Agent);


 


(e)  any
Loan Party shall default in the payment when due of any principal of or interest on any of its Indebtedness (excluding the
Loans) aggregating $25,000,000 or more or any Loan Party shall default in the payment when due of any amount aggregating
$25,000,000 or more under any Hedging Agreement (in each case after the expiration of all applicable grace periods) provided
further that such default shall only be an Event of Default (i) to the extent such default is unremedied and is not
waived by the holders of such Indebtedness or (ii) the Secured Parties (as defined in the Guarantee and Collateral Agreement)
have accelerated the Loans or commenced exercising remedies under the Loan Documents prior to such remedy or waiver;


 






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(f)  any
event specified in any note, agreement, indenture or other document evidencing or relating to any Indebtedness aggregating
$25,000,000 or more (other than Indebtedness under the Loan Documents) of any Loan Party shall occur if the effect of such
event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due, or to be
prepaid in full (whether by redemption, purchase, offer to purchase or otherwise), prior to its stated maturity or any event
specified in any Hedging Agreement shall occur if the effect of such event is to cause, or (with the giving of any notice or
the lapse of time or both) to permit, termination or liquidation payment or payments aggregating $25,000,000 or more to
become due, provided that this clause shall not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of Property securing such Indebtedness, if such sale or transfer is permitted hereunder and under
the documents providing for such Indebtedness; provided further that that such default shall only be an Event of
Default (i) to the extent such default is unremedied and is not waived by the holders of such Indebtedness or (ii) the
Secured Parties (as defined in the Guarantee and Collateral Agreement) have accelerated the Loans or commenced exercising
remedies under the Loan Documents prior to such remedy or waiver;


 


(g) 
a proceeding or case shall be commenced, without the application or consent of Parent, Holdings, the Borrower or any Material
Subsidiary, in any court of competent jurisdiction, seeking (i) its reorganization, liquidation, dissolution, arrangement or winding-up,
or the composition or readjustment of its debts, (ii) the appointment of a receiver, custodian, trustee, examiner, liquidator or
the like of Parent, Holdings, the Borrower or such Material Subsidiary or of all or any substantial part of its Property, or (iii)
similar relief in respect of Parent, Holdings, the Borrower or such Subsidiary under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an
order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for
a period of 60 or more days; or an order for relief against Parent, Holdings, the Borrower or any Subsidiary shall be entered in
an involuntary case under the Bankruptcy Code or any other applicable bankruptcy, insolvency or similar laws;


 


(h)  Parent,
Holdings, the Borrower or any Material Subsidiary shall (i) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or any substantial part of its
Property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the
Bankruptcy Code or any other applicable bankruptcy, insolvency or similar laws, (iv)  file
a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation,
dissolution, arrangement or winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and
appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy
Code or any other applicable bankruptcy, insolvency or similar laws or take any corporate action for the purpose of effecting
any of the foregoing;


 


(i)  Parent, Holdings, the Borrower or any Subsidiary shall admit in writing its inability to pay its debts as such debts become
due;


 






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(j) 
a final judgment or judgments for the payment of money of $25,000,000 or more in the aggregate (exclusive of judgment amounts
to the extent covered by insurance or indemnification of creditworthy third parties that have not denied such insurance or indemnification)
shall be rendered by one or more courts, administrative tribunals or other bodies having jurisdiction against Parent, Holdings,
the Borrower or any Subsidiary and the same shall not be discharged (or provision shall not be made for such discharge), or a stay
of execution thereof shall not be procured, within 60 days from the date of entry thereof, and Parent, Holdings, the Borrower or
the relevant Subsidiary shall not, within such period of 60 days, or such longer period during which execution of the same shall
have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal;


 


(k) 
(i) an ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer
any Plan, (iii) the PBGC shall institute proceedings to terminate any Plan or Plans, (iv) Parent, Holdings, the Borrower, any Subsidiary
or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed
Withdrawal Liability to such Multiemployer Plan and such entity does not have reasonable grounds for contesting such Withdrawal
Liability or is not contesting such Withdrawal Liability in a timely and appropriate manner, or (v) Parent, Holdings, the Borrower,
any Subsidiary or any ERISA Affiliate shall engage in any “prohibited transaction” as defined in Section 406 of ERISA
or Section 4975 of the Code involving any Plan and in each case in clauses (i) through (v) above, such event or condition, together
with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect;


 


		(l)	any one or more of the following shall occur and be continuing:



 


(i) 
any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the
 “Exchange Act”)), other than the Permitted Holders, is or becomes the beneficial owner (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all
shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of more than 40% of the voting stock of Parent (for purposes of calculating the voting stock held
by a group, the voting stock beneficially owned by a Permitted Holder shall be excluded to the extent such Permitted Holder is
part of such group);


 


		(ii)	[reserved];



 


(iii) 
any change in control with respect to Parent (or similar event, however denominated) shall occur under and as defined in
any Indenture or other agreement in respect of Indebtedness in an aggregate principal amount of at least $25,000,000 to which Parent
or any of its Subsidiaries is a party;


 


(iv)
Parent shall cease to own directly or indirectly 100% of the Capital Stock of the Borrower; or


 






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(v) 
Parent shall transfer its direct interest in GP Holdings Inc., a Delaware corporation, to any of its Subsidiaries.


 


(m)
(i) any Security Document, after delivery thereof pursuant to Section 7.1 or 8.6, shall for any reason (other than pursuant to
the terms hereof or thereof) cease to create a valid and perfected lien or any Loan Party shall so assert, with the priority required
by the Security Documents (or other security purported to be created on the applicable Collateral) on and security interest in
any material portion of the Collateral purported to be covered thereby, subject to Permitted Liens, except to the extent that any
such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates
actually delivered to it representing securities pledged under the Security Documents or to file Uniform Commercial Code continuation
statements or take other required actions and (ii) the Guarantee contained in Section 2 of the Guarantee and Collateral Agreement
shall cease, for any reason, to be in full force and effect or any Loan Party shall so assert;


 


(n) 
(i) a “Default” under any of the Partnership Parks Agreements shall have occurred and be continuing that would
permit either (A) SFOG II, Inc. to be removed as the general partner of Six Flags Over Georgia II, L.P., a Delaware limited partnership,
or (B) Six Flags Over Texas, Inc. to be removed as the general partner of Texas Flags, Ltd., a Texas limited partnership, or (ii)
a “Triggering Default” under the Subordinated Indemnity Agreement shall have occurred and be continuing; provided however
that solely for purposes of this Section 10(n), “Default” shall mean an Overall Agreement Payment Default,
a Partnership Minimum Amount Distribution Default, a Lease Payment Default or Another Material Default (in each case as defined
under the applicable partnership park limited partnership agreement);


 


(o)  Parent
or any of its Subsidiaries, including any Partnership Parks Entity, shall breach or otherwise default under any of its
obligations under Section 6.1.18 of the Subordinated Indemnity Agreement (as in effect on the date hereof, without giving
effect to any amendment, modification, or termination thereof, and without giving effect to any consent or waiver given by
any party thereto in connection therewith). For this purpose, the terms Georgia Acquisition Subsidiaries Guarantee, the Texas
Acquisition Subsidiaries Guarantee, Capital Improvement Loan, and Acquisition Company Credit Agreement as used in such
Section 6.1.18 shall mean such agreements and transactions as in effect on the date hereof.; or


 


(p)  The
Borrower shall not have issued the Senior Secured Notes and received cash proceeds (after giving effect to any substantially
contemporaneous prepayment of Term Loans) of at least $325,000,000 within two Business Days after the Second Amendment
Effective Date.


 






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then, and in any such
event, (A) if such event is an Event of Default specified in clause (g) or (h) above, automatically the Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall
immediately become due and payable, and (B) if such event is any other Event of Default, then, any or all of the following
actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, exercise any remedy with respect to the Collateral provided for in any
Security Document and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Revolving Credit Commitments to be
terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate, and declare the Loans hereunder
(with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including,
without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall
immediately become due and payable. In the case of all Letters of Credit with respect to which presentment for honor shall
not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a
cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount
of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the
payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and
under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other
Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the
Borrower (or such other Person as may be lawfully entitled thereto).


 


SECTION 11. THE AGENTS


 


11.1.  
Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under
this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such
action on its behalf under the provisions of this Agreement and the other Loan 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 Loan Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement,
no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement
or any other Loan Document or otherwise exist against any Agent.


 


11.2.  
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and the other Loan Documents
by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such
duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it in good
faith with reasonable care.


 






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11.3.   Exculpatory
Provisions. Neither any Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with
this Agreement or any other Loan Document (except for its own gross negligence, bad faith or willful misconduct to the extent
determined by a final and nonappealable decision of a court of competent jurisdiction) or (b) responsible in any manner to
any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof
contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for
the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document
or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not
be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of
any Loan Party.


 


11.4.  
Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument,
writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail or teletype message, statement,
order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the
Loan Parties), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section
12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive
such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing
group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders,
if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against
any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Agent
shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents
in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing
group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and all future holders of the Loans.


 


11.5.   Notice
of Default. No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless such Agent shall have received notice from a Lender, Parent, Holdings or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In
the event that the Administrative Agent shall receive such a notice, the Administrative Agent shall give notice thereof to
the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing
group of Lenders specified by this Agreement); provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the
Lenders.


 






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11.6.  
Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither any of the Agents nor any
of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties
to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan
Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents
that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, Property, financial and
other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder
and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any
other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make
such investigation as it deems necessary to inform itself as to the business, operations, Property, financial and other condition
and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall have any duty or responsibility to provide
any Lender with any credit or other information concerning the Business, Property, condition (financial or otherwise), prospects
or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of such Agent or any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates.


 


11.7.   Indemnification.
To the extent of the amounts that the Borrower is required to pay or reimburse under this Agreement to the applicable Agent
(and its Affiliates, directors, employees, agents and attorneys), in its capacity as such, but the Borrower fails to pay such
amounts, the Lenders agree to indemnify each Agent (and its Affiliates, directors, employees, agents and attorneys) in its
capacity as such (to the extent not reimbursed by Parent, Holdings or the Borrower and without limiting the obligation of
Parent, Holdings or the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on
the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which
the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate
Exposure Percentages immediately prior to such date), for, and to save each Agent harmless from and against, any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (including, without limitation, at any time following the payment of the Loans) be imposed
on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any
of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court
of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The Administrative
Agent shall have the right to deduct any amount owed to it by any Lender under this Section from any payment made by it to
such Lender hereunder. The agreements in this Section shall survive the payment of the Loans and all other amounts payable
hereunder.


 






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11.8.  
Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally
engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed
by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers
under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the
terms “Lender” and “Lenders” shall include each Agent in its individual capacity.


 


11.9.  
Successor Agents and Other Persons. (a) The Administrative Agent may resign as Administrative Agent upon 10 Business
Days’ notice to the Lenders and the Borrower. If the Administrative Agent is a Defaulting Lender, the Borrower may remove
such Defaulting Lender from such role upon 15 days’ notice to the Lenders. If the Administrative Agent shall resign or be
removed as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from
among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 10(g),
(h) or (i) with respect to Parent, Holdings or the Borrower shall have occurred and be continuing) be subject to approval by the
Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights,
powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent
effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative
Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the
parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by
the date that is 10 Business Days following a retiring Administrative Agent’s notice of resignation or a Borrower’s
notice of removal, as applicable, the retiring Administrative Agent’s resignation or removal shall nevertheless thereupon
become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time,
if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring or removed Agent’s resignation
or removal as Agent, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Agent under this Agreement and the other Loan Documents.


 


(a) 
Any Issuing Lender may resign at any time by giving 10 Business Days’ prior notice to the Administrative Agent, the
Lenders and the Borrower. After the resignation of an Issuing Lender hereunder, the retiring Issuing Lender shall remain a party
hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement and the other Loan Documents
with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters
of Credit or to extend, renew or increase any existing Letter of Credit. If Wells Fargo Bank, National Association resigns as an
Issuing Lender and Wells Fargo Bank, National Association is at such time the Administrative Agent hereunder, then the consent
of Wells Fargo Bank, National Association as Administrative Agent for the addition of a new Issuing Lender hereunder as set forth
in clause (b) of the definition of “Issuing Lender” shall not be required.


 






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(b) 
The Swing Line Lender may resign at any time by giving 10 Business Days’ prior notice to the Administrative Agent,
the Lenders and the Borrower. After the resignation of the Swing Line Lender hereunder, the retiring Swing Line Lender shall remain
a party hereto and shall continue to have all the rights and obligations of a Swing Line Lender under this Agreement and the other
Loan Documents with respect to Swing Line Loans made by it prior to such resignation, but shall not be required to make any additional
Swing Line Loans. From and after the resignation of the Swing Line Lender, the Borrower may designate one of the Revolving Credit
Lenders as the Swing Line Lender subject to the consent of such Revolving Credit Lender and notification to the Lenders, and such
replacement Swing Line Lender shall have the rights and obligations of the Swing Line Lender hereunder with respect to Swing Line
Loans made by such replacement Swing Line Lender.


 


11.10. 
Authorization to Release Liens and Guarantees. The Administrative Agent is hereby irrevocably authorized by each
of the Lenders to effect any release of Liens or guarantee obligations contemplated by Section 12.16.


 


11.11. 
The Arrangers, Joint Bookrunners, Co-Syndication Agents and Co- Documentation Agents. Neither the Arrangers, nor
the Joint Bookrunners, nor the Co-Syndication Agents, nor the Co-Documentation Agents, in their respective capacities as such,
shall have any duties or responsibilities, and in their capacities as such, none of them shall incur any liability, under this
Agreement and the other Loan Documents.


 


11.12. 
Withholding Taxes. To the extent required by any Requirement of Law, the Administrative Agent may withhold from any
payment to any Lender an amount equivalent to any applicable withholding Tax. If the U.S. Internal Revenue Service or any other
Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for
the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed
to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding
Tax ineffective or for any other reason, or if the Administrative Agent reasonably determines that a payment was made to a Lender
pursuant to this Agreement without deduction of applicable withholding tax from such payment, such Lender shall indemnify the Administrative
Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties
or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this
Section 11.12. The agreements in this Section 11.12 shall survive the resignation and/or replacement of the Administrative Agent,
any assignment of rights by, or the replacement of, a Lender.


 


11.13.  Administrative
Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party or Subsidiary of
any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be
due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall
have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding
or otherwise:


 






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(a) 
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C
Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders, the Issuing Lenders and the Agents (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the Issuing Lenders and the Administrative Agent and their respective agents
and counsel and all other amounts due the Lenders, the Issuing Lenders and the Administrative Agent under Sections 4.3, 5.2 and
12.5) allowed in such judicial proceeding; and


 


(b) 
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each
Lender and each Issuing Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent
shall consent to the making of such payments directly to the Lenders and the Issuing Lenders, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their agents and counsel,
and any other amounts due the Agents under Sections 4.3, 5.2 and 12.5.


SECTION 12. MISCELLANEOUS


 


12.1.  
Amendments and Waivers. Neither this Agreement or any other Loan Document, nor any terms hereof or thereof, may be
amended, supplemented or modified except in accordance with the provisions of this Section 12.1. The Required Lenders and each
Loan Party party to the relevant Loan Document may, or (with the written consent of the Required Lenders) the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements
or modifications hereto and to the other Loan Documents (including amendments and restatements hereof or thereof) for the purpose
of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of
the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as may be specified in the instrument of waiver,
any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or modification shall:


 


(a) 
in each case without the consent of each Lender directly and adversely affected thereby:


 


(i)   
(1)     forgive the principal amount or extend the final scheduled date of maturity or termination of any Loan, Commitment or
Reimbursement Obligation;


 


(2)       extend
the scheduled date or decrease the amount of any amortization payment in respect of any Loan (it being understood that the
waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any
date scheduled for the payment of principal or interest);


 


(3)      
reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof (it
being understood that only the consent of the Required Lenders shall be necessary to amend the default rate of interest set forth
in Section 5.8(c) or to waive any obligation of the Borrower to pay interest or letter of credit fees at such default rate);


 


(4)      
increase the amount or extend the expiration date of any Commitment of any Lender (it being understood that a waiver of
any condition precedent set forth in Section 7.2 or the waiver of any Default, Event of Default, mandatory prepayment or mandatory
reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender); or


 


(5)      
amend, modify or waive the application of the proceeds from any realization or recovery on the Collateral;


 


(ii)   amend, modify or waive any provision of this Section or reduce any percentage specified in the definition of Required Lenders,
consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, release all or
substantially all of the Collateral, release Parent as a Guarantor or release all or substantially all of the aggregate value of
the Guarantees of the Obligations, in each case without the consent of all Lenders (in each case, except as permitted by any Loan
Document);


 


(iii) 
amend, modify or waive any provision of Section 11, or any other provision affecting any Agent or Arranger without the consent
of such Agent or Arranger directly and adversely affected thereby;


 


(iv)
amend, modify or waive any provision of Sections 3.3(b), 4.9, 4.10 or 5.20, without the written consent of the Swing Line
Lender;


 


(v) 
amend, modify or waive any provision of Section 5.11(a), (b) or (c) or Section 12.7(a) without the consent of each Lender
directly and adversely affected thereby;


 


(vi) amend,
modify or waive any provision of Section 3.3(b), Section 4,5 .20 or 5.21(c) without the consent of the Issuing Lender;


 


(vii) the
L/C Commitment may be increased with the consent of the Revolving Credit Lenders (other than Defaulting Lenders) holding more
than 50% of the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been
terminated, the Total Revolving Extensions of Credit then outstanding (the “Required Revolving Lenders”), each
Issuing Lender and the Administrative Agent; provided that, notwithstanding the foregoing, no Issuing Lender’s
Letter of Credit Commitment may be increased without the consent of such Issuing Lender; and


 






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(viii)
the Swing Line Commitment may be increased with the consent of the Required Revolving Lenders, the Swing Line Bank and the
Administrative Agent.


 


Any such waiver and any
such amendment, supplement or modification effected pursuant to the foregoing shall apply equally to each of the Lenders and shall
be binding upon the Loan Parties, Parent, the Lenders, the Administrative Agent and all future holders of the Loans. In the case
of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights
hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing;
but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.
Any such waiver, amendment, supplement or modification shall be effected by a written instrument signed by the parties required
to sign pursuant to the foregoing provisions of this Section; provided, that delivery of an executed signature page of any
such instrument by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart
thereof. Notwithstanding anything to the contrary in this Section 12.1, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent
of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders),
except that as set forth in Section 5.20.


 


Notwithstanding
anything to the contrary contained in this Section 12.1, (a) this Agreement and the other Loan Documents may be amended with
the consent of the Administrative Agent, which consent it may withhold in its sole discretion or with respect to which
consent the Administrative Agent may in its sole discretion seek the consent of the Required Lenders, at the reasonable
request of the Borrower without the need to obtain the consent of any other Lender if such amendment is delivered in order to
cure any ambiguity, conflict or defect in the Loan Documents, (b) in the event that the Borrower requests that this Agreement
be modified or amended in a manner that would require the unanimous consent of all of the Lenders or all of the directly and
adversely affected Lenders and such modification or amendment is agreed to by the Required Lenders, then with the consent of
the Borrower and the Required Lenders the Borrower and the Required Lenders shall be permitted to amend the Agreement without
the consent of the Non-Consenting Lenders to provide for (i) the termination of the Commitment of each Non- Consenting Lender
that are (w) Revolving Credit Lenders, (x) Tranche B Term Loan Lenders or other Lenders of Term Loans or (y) all three, at
the election of the Borrower, (ii) the addition to this Agreement of one or more other financial institutions (each of which
shall be a Lender, an affiliate of a Lender or an Approved Fund), or an increase in the Commitment of one or more of the
Required Lenders or Lenders (with the written consent thereof), so that the total Commitment after giving effect to such
amendment shall be in the same amount as the total Commitment immediately before giving effect to such amendment, (iii) if
any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new financial
institutions or Required Lender or Lenders, as the case may be, as may be necessary to repay in full, at par, the outstanding
Loans of the Non-Consenting Lenders immediately before giving effect to such amendment (such par payment to include
principal, interest, fees, any premiums required hereunder and other payment obligations owed to such Non-Consenting Lender
to the extent such Non-Consenting Lender has, in good faith, advised the buyer of its Loans of the amount of the same in
writing) together with and (iv) such other modifications to this Agreement as may be appropriate to effect the foregoing
clauses (i), (ii) and (iii), (c) the Administrative Agent may, without the consent of any Lender, enter into amendments or
modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the
Administrative Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the
terms of Section 5.10(b) in accordance with the terms of Section 5.10(b), (d) this Agreement and the other Loan Documents may
be amended (or amended and restated) without the consent of the Required Lenders (or any other Lender) as otherwise
explicitly set forth herein (including to effect amendments (including amendments and restatements), supplements or other
modifications to this Agreement and the other Loan Documents as may be necessary or appropriate to effect the provisions of
Sections 2.4, 2.5, 3.3, 3.4 or 5.21) and (e) in connection with an amendment that addresses solely a re-pricing transaction
in which any Class of Term Loans is refinanced with a replacement Class of term loans bearing (or is modified in such a
manner such that the resulting term loans bear) a lower Effective Yield (which may include other customary technical
amendments related thereto, including providing that such replacement term loans may have a prepayment premium in connection
therewith) (a “Permitted Repricing Amendment”), only the consent of the Lenders holding Term Loans subject
to such permitted repricing transaction that will continue as a Lender in respect of the repriced tranche of Term Loans or
modified Term Loans shall be required for such Permitted Repricing Amendment.


 






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Notwithstanding
anything to the contrary contained in this Section 12.1, the Guarantee and Collateral Agreement, the Security Documents and related
documents executed by the Loan Parties or the Subsidiaries in connection with this Agreement may be in a form reasonably determined
by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative
Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is
delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure any ambiguities or defects or (iii) to
cause such Guarantee and Collateral Agreement, Security Document or other document to be consistent with this Agreement and the
other Loan Documents.


 


Notwithstanding
anything to the contrary contained in Section 12.1, if the Administrative Agent and the Borrower shall have jointly identified
an obvious error (including, but not limited to, an incorrect cross-reference) or any error or omission of a technical or immaterial
nature, in each case, in any provision of this Agreement or any other Loan Document (including, for the avoidance of doubt, any
exhibit, schedule or other attachment to any Loan Document), then the Administrative Agent (acting in its sole discretion) and
the Borrower or any other relevant Loan Party shall be permitted to amend such provision and such amendment shall become effective
without any further action or consent of any other party to any Loan Document. Notification of such amendment shall be made by
the Administrative Agent to the Lenders promptly upon such amendment becoming effective.


 


12.2.   Notices.
Unless otherwise expressly provided herein, all notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy or electronic mail), and shall be deemed to have been duly given or made
when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy, when
sent and receipt has been confirmed by telephone or electronic mail, addressed (i)       in the
case of Parent, Holdings, the Borrower, the Administrative Agent and the Issuing Lenders as set forth below, (ii) in the case
of the Lenders, as set forth in an administrative questionnaire delivered to the Administrative Agent or on Schedule I to the
Lender Addendum to which such Lender is a party or, in the case of a Lender which becomes a party to this Agreement pursuant
to an Assignment and Acceptance, in such Assignment and Acceptance or pursuant to such agreement pursuant to which such
Lender becomes a party hereto (i.e., an Incremental Amendment) or (iii) in the case of any party, to such other address as
such party may hereafter notify to the other parties hereto:


 






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	Parent or Holdings:	
        c/o Six Flags Operations Inc. 

924 Avenue J East,

        Grand Prairie, Texas 75050 

Attention: Chief
        Financial Officer 

Telecopy: 972-595-5081

        Electronic
        Mail: mbarber@sftp.com

 Telephone: 972-595-5135

	 	 
	with a copy to:	
        Six Flags Operations Inc. 

924 Avenue J East,

        Grand
        Prairie, Texas 75050

 Attention: General Counsel 

Telecopy: 972-595-5081 

Electronic Mail: lbalk@sftp.com 

Telephone: 212-652-9380

	 	 
	The Borrower:	
        Six Flags Theme Parks Inc.

        c/o Holdings, as set forth above

	 	 
	
        with a copy to, with respect to Sections
5.13(f), 5.13(g),12.6(b)(ii) and 12.6(c)(ii):
	
        Hunton Andrews Kurth LLP 

200 Park Avenue

        New York, New York 10166

        Attention: Andrew Feiner 

Telecopy: 212.850.2929

        Electronic
        Mail: andyfeiner@andrewskurth.com 

Telephone: 212.850.2883






 






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	The Administrative Agent:	
        Wells Fargo Bank, National Association

        MAC D1109-019

        1525 West W.T. Harris Blvd. 

Charlotte, North
        Carolina 28262 

Attention: Alexander Prokos 

Telephone No.: 704.427.3977

        Facsimile No.: 704.590.2782

        Email:
        agencyservices.requests@wellsfargo.com

	 	 
	with a copy to:	
        Wells Fargo Bank, National Association 

MAC
        N9305-158

        90 S. 7th St. Minneapolis, MN 55402 

Attention:
        Kyle R. Holtz

        Telephone No.: 612.667.5558

        Facsimile No.: 844.879.6942

        Email:
        Kyle.R.Holtz@wellsfargo.com

	 	 
	Issuing Lender:	As notified by such Issuing Lender to the Administrative Agent and the Borrower


 


provided
that any notice, request or demand to or upon the any Agent, the Issuing Lender or any Lender pursuant to Sections 2, 3 or 4, shall
not be effective until received. The attorneys for any party may, but shall not be required to, give any notice on behalf of their
respective client.


 


12.3.  
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent or any
Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


12.4.  
Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan
Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.


 






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12.5.   Payment
of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Arrangers for
their reasonable and documented out- of-pocket costs and expenses incurred in connection with the syndication of the
Facilities (including the charges of any Platform) and the Administrative Agent in connection with development, preparation
and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents (whether or
not such amendment, supplement or modification is completed) and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions contemplated hereby and thereby, limited to, in the
case of counsel, all reasonable and documented out-of-pocket costs and expenses related to creating, perfecting or preserving
any of the Liens contemplated hereby or by the other Loan Documents and all reasonable fees and disbursements and other
charges of one primary counsel to the Administrative Agent (and one local counsel in each relevant jurisdiction (which, for
the avoidance of doubt, may include each jurisdiction where a Mortgaged Property is located and, without duplication, each
other jurisdiction where a Guarantor is organized)), (b) to pay or reimburse each Lender and the Administrative Agent for
reasonable and documented out-of- pocket costs and expenses incurred in connection with the enforcement or preservation of
any rights under this Agreement, the other Loan Documents and any such other documents (including in connection with any
workout, restructuring or negotiations in respect thereof), limited to, in the case of counsel, the reasonable and documented
out-of-pocket fees and disbursements of one primary counsel to the Lenders and the Administrative Agent (taken as a whole),
one local counsel in each relevant jurisdiction and, in the case of an actual or potential conflict of interest, one
additional counsel in each relevant jurisdiction for similarly situated Lenders, (c) to pay, indemnify, or reimburse the
Administrative Agent for, and hold the Administrative Agent harmless from, any and all Other Taxes and (d) to pay, indemnify
or reimburse each Lender, each Agent, each Issuing Lender, the Swing Line Lender, the Arrangers, their respective affiliates,
and their respective officers, directors, trustees, employees, partners, agents and controlling persons (each, an
 “Indemnitee”) for, and hold each Indemnitee harmless from and against, any and all other liabilities,
obligations, actual losses, damages, penalties, actions, judgments, suits and reasonable and documented out-of-pocket costs,
expenses or disbursements of any kind or nature whatsoever with respect to the arrangement, syndication, execution, delivery,
enforcement, performance or administration of this Agreement and any of the other Loan Documents, including, without
limitation, any of the foregoing relating to the use of proceeds of the Loans or any Environmental Claim, or the violation
of, noncompliance with or liability under, any Environmental Law, applicable to the operations of Parent or any of its
Subsidiaries or any of the Properties and the reasonable and documented out-of-pocket fees and disbursements and other
charges of legal counsel (limited to one primary counsel to the Indemnitees (taken as a whole), one local counsel in each
relevant jurisdiction and, in the case of an actual or potential conflict of interest, one additional counsel in each
relevant jurisdiction for similarly situated Indemnitees) in connection with any of the foregoing or in connection with any
claims, actions or proceedings commenced or threatened by any Person, whether or not any such Indemnitee shall be designated
as a party or a potential party thereto and whether or not such matter is initiated by or against Parent, Holdings, Borrower
or any of their respective Affiliates in connection with any of the foregoing (all the foregoing in this clause (d),
collectively, the “Indemnified Liabilities”), in each case, without regard to the exclusive or
contributory negligence of any Indemnitee; provided, that the Borrower shall have no obligation hereunder to an
Indemnitee with respect to Indemnified Liabilities to the extent (i) such Indemnified Liabilities are found by a court of
competent jurisdiction in a final non- appealable judgment to have resulted from the gross negligence, bad faith or willful
misconduct of such Indemnitee or of any affiliate, and any of their respective director, officer, trustee, partner, agent,
controlling person or employee of such Indemnitee, (ii) such Indemnified Liabilities are found by a court of competent
jurisdiction in a final non-appealable judgment to have resulted from a material breach by such Indemnitee of such
Indemnitee’s or of any affiliate, and any of their respective director, officer, trustee, partner, agent, controlling
person or employee of such Indemnitee, obligations hereunder, (iii) resulting from disputes solely among such Indemnitee and
other Indemnitees (other than any claims (x) arising out of any act or omission of any Loan Party or any Affiliate of any
Loan Party or (y) against any of any Arranger or any Agent or any Affiliate thereof acting in their capacity as an Arranger
or Agent) (iv) settled by such Indemnitee without Parent’s and Borrower’s consent (provided, however,
if at any time an Indemnitee shall have requested in accordance with this Agreement that you reimburse such Indemnitee for
legal or other expenses in connection with investigating, responding to or defending any claim, action or proceeding,
Parent and the Borrower shall be liable, on a joint and several basis, for any settlement of any claim, action or proceeding
effected without the written consent of Parent and the Borrower if (x) such settlement is entered into more than 30 days
after receipt by Parent and the Borrower of such request for reimbursement and (y) Parent or Borrower shall not have
reimbursed such Indemnitee in accordance with such request prior to the date of such settlement; provided further,
that if any such claim, action or proceeding is settled with the written consent of Parent and Borrower, Parent and Borrower
hereby agree, jointly and severally, to indemnify and hold harmless each Indemnitee from and against any and all actual
Indemnified Liabilities by reason of such settlement in accordance herewith), or (v) relate solely to a Release or threatened
Release of Hazardous Materials at a Real Property first caused and first created after the Administrative Agent sells the
respective Real Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure and resulting solely from
acts by Persons other than the Loan Parties. This Section


 






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12.5      shall
not apply with respect to Taxes other than Other Taxes any Taxes that represent losses, claims, damages, etc. arising from
any non-Tax claim. To the fullest extent permitted by applicable law, each party hereto agrees that it shall not assert, and
hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby
or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (provided that the foregoing shall not in
any event limit the indemnity and reimbursement obligations set forth in this Section 12.5 to the extent that any such
indirect, consequential or punitive damages are included in any third party claim for which an Indemnitee is entitled to
indemnification or reimbursement pursuant to this Section 12.5). No Indemnitee shall be liable for any damages arising from
the use by unintended recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby, except to the extent such damages have resulted from such Indemnitee’s
gross negligence, bad faith or willful misconduct as determined by a final non-appealable judgment of a court of competent
jurisdiction.


 


All amounts due under this
Section shall be payable not later than 30 days after written demand therefor. Statements for amounts payable by the Borrower pursuant
to this Section shall be submitted to the attention of the Chief Financial Officer (Telephone No. 212-652-9384) (Fax No. 212-354-3089),
at the address of the Borrower set forth in Section 12.2, or to such other Person or address as may be hereafter designated by
the Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Loans
and all other amounts payable hereunder.


  


12.6.     Successors
and Assigns; Participations and Assignments.




 


(a)  The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any affiliate of the Issuing Lender that issues any Letter of Credit),
except that (i) Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null
and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with
this Section.


 






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(b) 
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (other
than a Disqualified Institution) (each, an “Assignee”) all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld or delayed) of:


 


(A)   
the Borrower, provided that (x) no consent of the Borrower shall be required for an assignment to a Lender, an affiliate
of a Lender, an Approved Fund (as defined below), (y) no consent of the Borrower shall be required if an Event of Default under
Sections 10(a), (g), (h) or (i), with respect to Parent, Holdings or the Borrower has occurred and is continuing and (z) the Borrower
shall be deemed to have consented to the relevant assignment to a Term Loan Lender if it has not objected to such assignment in
writing to the Administrative Agent within ten Business Days after receipt of written notice thereof;


 


(B)   
the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment
of all or any portion of a Loan or Commitment to the Borrower (in accordance with Section 12.6(b)(ii)(D) below) or a Lender, an
affiliate of a Lender or an Approved Fund; and


 


(C)   
solely with respect to any assignment in respect of Revolving Credit Commitments, each Issuing Lender and the Swing Line
Lender; provided that no consent of any Issuing Lender or the Swing Line Lender shall be required for an assignment of all
or any portion of the Revolving Credit Commitments to another Revolving Credit Lender.


 


 (ii) Assignments shall be subject to the following additional conditions:




 


(A)   
except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire
remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans
of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 in the case of any Revolving Credit
Commitments (or, in the case of the Term Loans, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise
consent, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Sections 10(a),
(g), (h) or (i) (with respect to Parent, Holdings or Borrower) has occurred and is continuing and (2) such amounts shall be aggregated
in respect of each Lender and its affiliates or Approved Funds, if any;


 






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(B)   
(1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500 (payable among the Lenders party to the Assignment and Acceptance to the Administrative
Agent; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation
fee in the case of any assignment) and any documents required by Section 5.13 to the extent not already delivered, (2) the assigning
Lender shall have paid in full any amounts owing by it to the Administrative Agent and (3) the Administrative Agent shall have
recorded such transfer in the Register;


 


(C)   
the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in
which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public
information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available
and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including
Federal and state securities laws; and


 


(D)    the
Assignee shall not be (x) a natural person, (y) Parent or any Subsidiary of Parent or (z) a Defaulting Lender; provided
that the Borrower may, with respect to Term Loans, be an Assignee in connection with (1) an Auction or (2) open market
purchases on non-pro rata purchases, subject to the following limitations: (A) the principal amount of such Term Loans, along
with all accrued and unpaid interest thereon and all rights and obligations as a Lender related thereto, so assigned or
transferred to the Borrower shall be deemed immediately and automatically cancelled and extinguished, without any further
action on the part of the Borrower, any Lender, the Administrative Agent or any other Person, on the date of such assignment
or transfer and the Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents
by virtue of such assignment, (B) the aggregate outstanding principal amount of Term Loans of the remaining Lenders shall
reflect such cancellation and extinguishment of the Term Loans then held by the Borrower, (C) the Borrower shall promptly
provide notice to the Administrative Agent of such assignment or transfer of such Term Loans, and the Administrative Agent,
upon receipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register, (D) all parties to
the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be
incorporated into the terms of the Assignment and Assumption, (E) the Borrower shall not use the proceeds of any Revolving
Credit Loans for any such assignment, and (F) the Borrower shall be deemed to have represented and warranted to the assigning
Lender and the Administrative Agent that the requirements set forth in this Section 12.6(b)(ii)(D) shall have been satisfied
upon consummation of the applicable assignment.


 


For
the purposes of this Section 12.6, “Approved Fund” means any Person (other than a natural person) that is
engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of
its business and that is administered or managed by (a) a Lender, (b) an affiliate of a Lender or (c) an entity or an
affiliate of an entity that administers or manages a Lender.


 






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In
connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective
unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional
payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be
outright payment, purchases by the assignee of participations or sub- participations, or other compensating actions, including
funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),
to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans
and participations in Letters of Credit in accordance with its pro rata share. Notwithstanding the foregoing, in the event
that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without
compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender
for all purposes of this Agreement until such compliance occurs.


 


(iii)       
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified
in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 5.12, 5.13,
5.14 and 12.5). An Assignee shall not be entitled to the benefits of Section 5.13 unless such Assignee complies with Section 5.13(f).
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section


 


12.6        
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations
in accordance with paragraph (c) of this Section.


 


(iv)       The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices
a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amount of and interest on the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”) and shall make such Register available for
inspection by the Borrower from time to time upon reasonable prior notice. Without in any way limiting each Lender’s
ability to sell participations as set forth in Section 12.6(c), the right and title to a Loan or L/C Obligation may be
transferred only upon proper notation in the Register. The entries in the Register shall be conclusive, in the absence of
manifest error and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection from time to time upon reasonable
prior notice to the Administrative Agent by (i) the Borrower and (ii) any Lender (but only to the extent of entries in the
Register that are applicable to such Lender). Each Lender that sells a participation shall, acting solely for this purpose as
a non-fiduciary agent of the 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”); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any
information relating to a participant’s interest in any Commitments, Loans or its other obligations under this
Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such
disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of
such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,
the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 






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(v)         
Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s
completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section,
the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register.
No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph.


 


(c)  (i)
Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or
other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent, the Issuing
Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement and (D) the Participant shall not be (x) a natural person, (y)
Parent or any of its Subsidiaries or (z) to the extent the list has been made available to all Lenders, a Disqualified
Institution. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver that requires the consent of each Lender directly and adversely affected
thereby pursuant to clauses (a)(i), (ii) and (v) of the proviso to the second sentence of Section 12.1. Subject to paragraph
(c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.12, 5.13
and 5.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.7(b) as
though it were a Lender, provided such Participant shall be subject to Section 12.7(a) as though it were a Lender.


 






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(ii)
A Participant shall not be entitled to receive any greater payment under Section 5.12 or 5.13 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s written consent. Any Participant that is a Non-U.S. Lender shall not be entitled
to the benefits of Section 5.13 unless such Participant complies with Section 5.13(f).


 


(d) 
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other
Person, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such
pledgee or Assignee for such Lender as a party hereto.


 


(e) 
The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes
to facilitate transactions of the type described in paragraph (d) above.


 


(f) 
If the Borrower wishes to replace the Loans or Commitments under any Facility with ones having different terms, it shall
have the option, with the written consent of the Administrative Agent and subject to at least three Business Days’ advance
notice to the Lenders under such Facility, instead of prepaying the Loans or reducing or terminating the Commitments to be replaced,
to (i) require the Lenders under such Facility to assign such Loans or Commitments to the Administrative Agent or its designees
and (ii) amend the terms thereof in accordance with Section 12.1. Pursuant to any such assignment, all Loans and Commitments to
be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as would be required
if such Loans were being optionally prepaid plus payment of any accrued interest and fees thereon, any amounts owing pursuant to
Section 5.14, any premiums required hereunder and other payment obligations owed to such Lender to the extent such Lender has,
in good faith, advised the Administrative Agent of the amount of the same in writing). By receiving such purchase price, the Lenders
under such Facility shall automatically be deemed to have assigned the Loans or Commitments under such Facility pursuant to an
Assignment and Acceptance, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions
of this paragraph are intended to facilitate the maintenance of the perfection and priority of existing security interests in the
Collateral during any such replacement.


 


12.7.   Adjustments;
Set-off. (a) Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to
the Lenders under a particular Facility, (i) except to the extent that the Loan Documents provide that only the Term Loans
shall be secured by the Mortgaged Property of the Borrower or any Subsidiary thereof located in the State of New York (the
 “New York Collateral”), if any Lender shall at any time receive any payment of all or part of the
Obligations owing to it, or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in Section 10(g), (h), (i) or otherwise), in a greater proportion
than any such payment to or Collateral received by any other Lender, if any, in respect of the Obligations owing to such
other Lender, or (ii) if, as a result of any exercise of rights and remedies with respect to the New York Collateral, any
Lender holding a Term Loan shall at any time receive any payment of all or part of the Obligations owing to it (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10(g), (h),
(i) or otherwise), in a greater proportion than any such payment to any other Lender, if any, in respect of the Obligations
owing to such other Lender, such benefited Lender (each benefited Lender referred to in clauses (i) and (ii) above, a
 “Benefited Lender”) shall purchase for cash from the other Lenders a participating interest in such
portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such
Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or
benefits of such Collateral, or the proceeds thereof, ratably with each of the Lenders; provided, however, that
if all or any portion of such excess payment, benefits or proceeds is thereafter recovered from such Benefited Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without
interest.


 






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(b)
Subject to Section 12.21 hereof, in addition to any rights and remedies of the Lenders provided by law, each Lender and its Affiliates
shall have the right, without prior notice to Parent, Holdings or the Borrower, any such notice being expressly waived by Parent,
Holdings and the Borrower to the extent permitted by applicable law, after the occurrence and during the continuance of an Event
of Default, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration
or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand,
provisional or final but not including any Excluded Accounts (as defined in the Guarantee and Collateral Agreement), in any currency,
and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured), at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account
of Parent, Holdings or the Borrower, as the case may be. Each Lender or its Affiliate, as the case may be, agrees promptly to notify
Parent after any such setoff and application made by such Lender or such Affiliate, provided that the failure to give such
notice shall not affect the validity of such setoff and application.


 


12.8.  
U.S.A. Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the U.S.A. Patriot
Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow the Lenders to identify the Borrower and the Guarantors in accordance
with the U.S.A. Patriot Act.


 


12.9.   Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed
signature page of this Agreement or of a Lender Addendum by facsimile or other electronic transmission shall be effective as
delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be
lodged with Holdings and the Administrative Agent.


 






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12.10. 
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


12.11. 
Integration. This Agreement and the other Loan Documents represent the entire agreement of the parties hereto with
respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any
Arranger, any Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other
Loan Documents. Notwithstanding the foregoing, those certain provisions set forth in that certain engagement letter among Parent,
Borrower, Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, dated as of March 25, 2019 that expressly survive
the termination of such engagement letter and the entering into of definitive financing documentation shall survive the entering
into of this Agreement and the other Loan Documents.


 


12.12. 
GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


12.13. 
Submission To Jurisdiction; Waivers. Each of the Agents, the Lenders, Parent, Holdings and the Borrower hereby irrevocably
and unconditionally:


(i) 
submits for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Documents
to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of
the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate
courts from any thereof; provided that any suit seeking enforcement against any Collateral or other Property may be brought,
at Administrative Agent’s option, in the courts of any jurisdiction where Administrative Agent elects to bring such action
or where such Collateral or other Property may be found;


 


(ii) 
consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(iii)  agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to Parent or Holdings, as the case may be, at its address
set forth in Section 12.2 or at such other address of which the Administrative Agent shall have been notified pursuant
thereto;


 






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(iv)
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and


 


(v) 
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding
referred to in this Section any special, exemplary, punitive or consequential damages.


 


12.14. 
Acknowledgments.Each of Parent, Holdings and the Borrower hereby acknowledges that:


 


(i) 
it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents
and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto;


 


(ii) 
neither any Arranger, any Agent, any Lender nor any of their Affiliates has any fiduciary or advisory relationship with
or duty to Parent, Holdings, Borrower or any of their affiliates arising out of or in connection with this Agreement or any of
the other Loan Documents, and the relationship between the Arrangers, the Agents and the Lenders, on one hand, and Parent, Holdings
and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;


 


(iii)
no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Arrangers, the Agents and the Lenders or among Parent, Holdings, the Borrower and the Lenders;


 


(iv)
the Arrangers, each Agent, each Lender and their Affiliates may have economic interests that conflict with those of Parent, Holdings
or the Borrower, their stockholders and/or their Affiliates; and


 


(v) 
Parent, Holdings and Borrower acknowledge and agree that the transactions contemplated by the Loan Documents (including
the exercise of any rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders,
on the one hand, and the Loan Parties, on the other hand.


 


None of Parent, Holdings
or Borrower will claim that the Arrangers, any Agent or any Lender has rendered advisory services of any nature or respect, or
owes a fiduciary or similar duty to such Person, in connection with the transactions contemplated hereby or the process leading
thereto.


  



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12.15.  Confidentiality.
Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement; provided that nothing herein shall prevent any Agent or any Lender from disclosing any
such information (a) to the Arrangers, any Agent, any other Lender or any affiliate of any thereof, (b) to any Participant or
Assignee (other than any Disqualified Institution, each, a “Transferee”) or prospective Transferee that
agrees to comply with the provisions of this Section so long as the Borrower has not already affirmatively declined to
consent to the assignment by such Agent or Lender to such prospective Transferee prior to such disclosure, (c) to any of its
or its affiliates’ employees, directors, agents, attorneys, accountants and other professional advisors who have a need
to know such information and are or have been advised of their obligation to keep such information confidential, (d) to any
financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual
counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such
contractual counterparty agrees to be bound by the provisions of this Section), (e) upon the request or demand of any
Governmental Authority purporting to have jurisdiction over it and (except with respect to routine or ordinary course audit
or examination conducted by bank accountants or any governmental or bank regulatory authority exercising examination or
regulatory authority) such Agent or Lender shall use commercially reasonable efforts in providing prior written notice to
Borrower of such disclosure to the extent permitted by applicable Requirements of Law, (f) in response to any order of any
court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, and such Agent or
Lender shall use commercially reasonable efforts in providing prior written notice to Borrower of such disclosure to the
extent permitted by applicable Requirements of Law, (g) in connection with any litigation or similar proceeding, and such
Agent or Lender shall use commercially reasonable efforts in providing prior written notice to Borrower of such disclosure to
the extent permitted by applicable Requirements of Law, (h) that has been publicly disclosed other than in breach of this
Section, (i) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized
rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings
issued with respect to such Lender, (j) in connection with the exercise of any remedy hereunder or under any other Loan
Document or (k) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and
monitoring of CUSIP numbers with respect to the Loans. In addition, each Agent and each Lender may disclose the existence of
this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending
industry, and service providers to the Agents and the Lenders in connection with the administration and management of this
Agreement and the other Loan Documents.


 


EACH
LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING
THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING
THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE
PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT
TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-
PUBLIC INFORMATION ABOUT THE BORROWER AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT
CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE
PROCEDURES AND APPLICABLE LAW.


 






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		12.16.	Release of Collateral and Guarantee Obligations.



 


(a) 
Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the Disposition of Property
not prohibited by the Loan Documents to any Person other than any Loan Party or to which Required Lenders have consented (provided
however that the Required Lenders do not have the ability hereunder to release all or substantially all of the Collateral or
release all or substantially all of the value of the Guarantees), or if any Collateral becomes or is deemed to be Excluded Assets
(as defined in, and subject to, the Guarantee and Collateral Agreement), the security interest in any Collateral being Disposed
of in such Disposition or otherwise excluded shall be automatically released (and if a Person is being Disposed of in a Disposition
not prohibited by the Loan Documents (other than to any Loan Party) or a Person becomes or is deemed an Excluded Subsidiary, the
Guarantee of such Person, if a Loan Party, under the Guarantee and Collateral Agreement shall be automatically released) and, at
the request of Parent or the Borrower in connection with any such Disposition of Property not prohibited by the Loan Documents
(to any Person other than any Loan Party) or to release such Excluded Assets, the Administrative Agent shall (without notice to,
or vote or consent of, any Lender, or any party to any Specified Hedge Agreement or Specified Cash Management Agreement) take such
actions as shall be reasonably requested to release or subordinate its security interest in any Collateral being Disposed of in
such Disposition or otherwise excluded, and to release or subordinate any guarantee obligations (or execute a subordination, non-disturbance
or attornment agreement) under any Loan Document of any Person being Disposed of in such Disposition or becomes or is deemed to
be an Excluded Subsidiary, to the extent necessary to permit consummation of such Disposition or transaction in accordance with
the Loan Documents (it being understood and agreed that the Administrative Agent shall be entitled in connection with any such
request by a Loan Party to receive upon the reasonable request of the Administrative Agent prior to the Administrative Agent executing
and delivering such releases, a certificate of a Responsible Officer of such Loan Party (i) stating that the Collateral or the
Capital Stock subject to such Disposition is being sold or otherwise disposed of in compliance with the terms hereof and (ii) specifying
the Collateral or Capital Stock being sold or otherwise disposed of in the transaction).


 






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(b)  Notwithstanding
anything to the contrary contained herein or any other Loan Document, when all Obligations (other than contingent
indemnification obligations not yet due and payable and obligations in respect of any Specified Hedge Agreement or Specified
Cash Management Agreement) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall
be outstanding (except (i) Letters of Credit shall be deemed to be no longer outstanding solely for purposes of this Section
12.16(b) if such Letters of Credit have been cash collateralized or another form of credit support has been provided to each
relevant Issuing Lender, in each case acceptable to the relevant Issuing Lender and (ii) if the Qualified Counterparty in
respect of a Specified Hedge Agreement and the Borrower have advised the Administrative Agent in writing (pursuant to clause
(iii) of the definition of “Qualified Counterparty”) that the Administrative Agent is not authorized to release
the Collateral and the guarantee in the manner contemplated by this Section 12.16(b) unless such Qualified Counterparty is
provided with a substitute Lien and/or substitute guarantee or other form of collateral satisfactory to such Qualified
Counterparty, then the Administrative Agent shall not release the Collateral and the guarantee in the manner contemplated by
this Section 12.16(b) unless it has been advised in writing by the Qualified Counterparty that it has no objections to the
release in full of the Lien and guarantee in the manner contemplated by this Section 12.16(b)), (A) the Collateral shall be
automatically released from the Liens created by the Security Documents, (B) the guarantee obligations of the Guarantors
shall be automatically released, and (C) the Loan Documents and all obligations (other than those expressly stated to survive
such termination) of the Administrative Agent and each Loan Party under the Loan Documents shall terminate, all without
delivery of any instrument or performance of any act by any Person. In connection with the foregoing, upon request of Parent,
the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is
a party to any Specified Hedge Agreement or any Specified Cash Management Agreement) take such actions as shall be required
or reasonably requested to release its security interest in all Collateral, and to release all guarantee obligations under
any Loan Document, whether or not on the date of such release there may be outstanding Obligations in respect of Specified
Hedge Agreements (subject to the foregoing) or Specified Cash Management Agreements. Any such release of guarantee
obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such
release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be
restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Borrower or any Guarantor or any substantial part of its Property, or otherwise, all as though such payment
had not been made.


 


12.17. 
Accounting Changes. In the event that any “Accounting Change” (as defined below) shall occur and such
change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, if the Borrower
notifies the Administrative Agent that the Borrower requests an amendment or the Administrative Agent notifies the Borrower that
the Required Lenders request an amendment, then Parent, the Borrower and the Administrative Agent agree to enter into negotiations
in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result
that the criteria for evaluating the financial condition of Parent and the Borrower shall be the same after such Accounting Changes
as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by
Parent, Holdings, the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms
in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting
Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement
or opinion by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants or, if applicable,
the SEC. Notwithstanding anything in this Agreement to the contrary, any change in GAAP that would require operating leases to
be treated similarly to capital leases shall not be given effect in the definition of Indebtedness or any related definitions or
in the computation of any financial ratio or requirement hereunder.


 






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		12.18.	Delivery of Lender Addenda.



 


(a) 
Each Revolving Credit Lender and each Lender that is not a “Lender” under the Existing Credit Agreement immediately
prior to the Closing Date shall become a party to this Agreement by delivering to the Administrative Agent a Lender Addendum in
the form attached hereto as Exhibit J-1 duly executed by such Lender, the Borrower and the Administrative Agent.


 


(b) 
Subject to the terms and conditions set forth herein, (i) each Tranche B Term Loan Lender under the Existing Credit Agreement
immediately prior to the Closing Date (each, an “Existing Tranche B Term Loan Lender”) that executes and delivers
a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit J-2 (a “Lender Addendum (Cashless Roll)”)
agrees to (A) continue all (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Closing Date)
of its “Tranche B Term Loans” under the Existing Credit Agreement outstanding immediately before giving effect to this
Agreement (the “Existing Tranche B Term Loans”) as a Tranche B Term Loan hereunder on the Closing Date in a
principal amount equal to such Existing Tranche B Term Loan Lender’s Existing Tranche B Term Loans (or such lesser amount
as may be notified to such Lender by the Administrative Agent prior to the Closing Date) (each such Tranche B Term Loan Lender,
a “Continuing Tranche B Term Loan Lender”) and (B) provide a new Tranche B Term Loan Commitment hereunder in
an amount equal to the portion of the amount set forth in such Existing Tranche B Term Loan Lender’s Lender Addendum (Cashless
Roll) as such Tranche B Term Loan Lender’s proposed Tranche B Term Loan Commitment that is in excess of such Continuing Tranche
B Term Loan Lender’s Existing Tranche B Term Loans (or such lesser amount as may be notified to such Lender by the Administrative
Agent prior to the Closing Date) and (ii) each Person (other than a Revolving Credit Lender) that executes and delivers a Lender
Addendum in the form attached hereto as Exhibit J-1 or that provides a new Tranche B Term Loan Commitment pursuant to the immediately
preceding clause (i) (collectively, the “Additional Tranche B Term Loan Lenders”) agrees to take by assignment
on the Closing Date from one or more Exiting Lenders (as defined below) a principal amount of Tranche B Term Loans equal to such
Additional Tranche B Term Loan Lender’s new Tranche B Term Loan Commitment. For the avoidance of doubt, the Existing Tranche
B Term Loans of a Continuing Tranche B Term Loan Lender must be continued in whole and may not be continued in part unless otherwise
notified by the Administrative Agent prior to the Closing Date.


 


(c) 
Any Existing Tranche B Term Loan Lender that does not deliver a Lender Addendum (Cashless Roll) (each, an “Exiting
Lender”) shall have been replaced or terminated (or substantially concurrently with the effectiveness of this Agreement
shall be replaced or terminated) in accordance with Section 5.17 of the Existing Credit Agreement pursuant to the reallocations
contemplated herein.


 


(d)  Any
Exiting Lender whose Existing Tranche B Term Loans are repaid or assigned to one or more Additional Tranche B Term Loan
Lender on the Closing Date in accordance with this Agreement shall be entitled to the benefits of Section 5.14 of the
Existing Credit Agreement with respect thereto. The Continuing Tranche B Term Loan Lenders hereby waive the benefits of
Section 5.14 of the Existing Credit Agreement with respect to that portion of the Tranche B Term Loans of such Lender
continued hereunder.


 






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(e) 
Notwithstanding anything in this Agreement to the contrary, the continuation of Existing Tranche B Term Loans may be implemented
pursuant to other procedures specified by the Administrative Agent, including by replacement of such Existing Tranche B Term Loans
by a deemed repayment of such Existing Tranche B Term Loans of a Continuing Tranche B Term Loan Lender followed by a subsequent
deemed assignment to it of new Tranche B Term Loans in the same amount.


 


(f) 
For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Administrative Agent,
any Lender with Existing Tranche B Term Loans that are replaced as contemplated hereby (whether by assignment of its Existing Tranche
B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise) shall, automatically upon receipt (or deemed receipt)
of the amount necessary to purchase such Lender’s Existing Tranche B Term Loans so replaced, at par, and pay all accrued
interest thereon, be deemed to have assigned such Loans pursuant to a form of Assignment and Acceptance and, accordingly, no other
action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby
agree to waive any notice requirements of the Existing Credit Agreement in connection with the replacement of Existing Tranche
B Term Loans contemplated hereby (whether by assignment of its Existing Tranche B Term Loans to one or more Additional Tranche
B Term Loan Lenders or otherwise).


 


12.19.  WAIVERS
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


12.20. 
Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect
to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable
law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under
this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest
at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been
due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when
the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above)
is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this
Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent an amount
equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest
Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform
strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes
interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall
at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrower.


 






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		12.21.	Amendment and Restatement.



 


(a) 
On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement and the
Existing Credit Agreement shall thereafter be of no further force and effect to evidence the incurrence by the Borrower of the
 “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations”
are contingent as of the Closing Date).


 


(b) 
On and after the Closing Date, (i) all references to the Existing Credit Agreement in the Loan Documents (other than this
Agreement) shall be deemed to refer to this Agreement and (ii) all references to any section (or subsection) of the Existing Credit
Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding
provisions of this Agreement.


 


(c) 
For the avoidance of doubt, unless otherwise specified in this Agreement, all “baskets” set forth in this Agreement
shall be calculated from the Closing Date.


12.22.  Acknowledgment
and Consent to Bail-In of EEAAffected
Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the
write-down and conversion powers of an EEAthe
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 party hereto
that is an EEAAffected Financial
Institution; and


 


		(b)	the effects of any Bail-in Action on any such liability, including, if



applicable:


 


		(i)	a reduction in full or in part or cancellation of any such liability;



 


		(ii)	a conversion of all, or a portion of, such liability into shares or other



instruments of ownership
in such EEAAffected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii) 
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of
any EEAthe applicable Resolution
Authority.


 


		12.23.	Certain ERISA Matters.



 


(a)  Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and not, that at least one of the following is and will be true:


 






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(i) 
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or
more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Commitments or this Agreement,


 


(ii) 
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable, and the conditions of such exemption have been
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


(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, and (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 (a) through (g) of Part I of PTE 84-14, or


 


(iv)
such other representation, warranty and covenant as may be agreed in writing among the Administrative Agent, the Borrower and such
Lender.


 


(b) 
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender, such Lender
further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary
with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation
or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or
thereto).


 






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12.24.  Acknowledgment
Regarding Any Support QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for
Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and,
each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the FDIC under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in
respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan
Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the
United States or any other state of the United States):


  


(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 Loan Documents that might otherwise apply to such Supported QFC or
any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan
Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in
no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


(b)
As used in this Section 12.24, the following terms have the following meanings:


 


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


 


“Covered Entity”
means any of the following:


   


(i) 
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(ii) 
a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii)   
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Default Right”
has 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.


  



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“QFC”
has 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).


  


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Exhibit B to


Second Amendment to


Second Amended and Restated



Credit Agreement


 


CONSENT TO


SECOND AMENDMENT TO


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


April ____, 2020


 


Reference is made to
that certain Second Amended and Restated Credit Agreement dated as of April 17, 2019, as amended by that certain First Amendment
to Second Amended and Restated Credit Agreement, dated as of October 18, 2019, that certain Replacement Revolving Facility Amendment
to Second Amended and Restated Credit Agreement, dated as of April 8, 2020, and that certain First Incremental Amendment to Second
Amended and Restated Credit Agreement, dated as of April 8, 2020 (as otherwise amended, restated, amended and restated or otherwise
modified from time to time prior to the date hereof, the “Existing Credit Agreement”).


 


The undersigned Lender
hereby consents to that certain Second Amendment to Second Amended and Restated Credit Agreement.


 


	 	_____________________________________________,
    as a Lender	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	                                                                                      	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 




 






    Exhibit B