Document

EX-10.1 2 exhibit101firstamendmentto.htm EX-10.1 Document

Exhibit 10.1

FIRST AMENDMENT

This First Amendment, dated as of July 15, 2022 (this “Amendment”), to the Credit Agreement dated as of February 8, 2022 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among VICI PROPERTIES L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders (including the Issuing Lenders) and the Administrative Agent are parties to the Existing Credit Agreement (the Existing Credit Agreement, as so amended, the “Credit Agreement”);

WHEREAS, in accordance with the provisions of Section 10.1 of the Existing Credit Agreement, the Borrower has requested, and the Lenders party hereto, constituting all Revolving Lenders (including each Issuing Lender), have agreed, to amend the Existing Credit Agreement as set forth in Section 2 hereof;

NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:

SECTION 1.Defined Terms. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement.

SECTION 2.Amendments to the Existing Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3, (i) the Existing Credit Agreement is hereby amended in accordance with Exhibit A hereto 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), in each case in the place where such text appears therein and (ii) Schedule 1.1A of the Existing Credit Agreement is hereby amended and restated as set forth in Schedule I hereto; and

SECTION 3.Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “First Amendment Effective Date”):

(a)The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by (i) the Borrower, (ii) each Revolving Lender (including each Issuing Lender) and (iii) the Administrative Agent.

(b)The Administrative Agent shall have received all fees required to be paid, if any, and all reasonable and documented out-of-pocket expenses (including the reasonable and documented out-of-pocket fees and expenses of legal counsel) for which invoices have been presented at least 1 Business Day (or such later date as agreed to by the Borrower) prior to the First Amendment Effective Date.

SECTION 4.Representations and Warranties. On and as of the date hereof, the Borrower hereby confirms, reaffirms and restates that, prior to and after giving effect to this Amendment (i) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects), except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all

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respects) on and as of such earlier date and (ii) no Default or Event of Default has occurred and is continuing.

SECTION 5.Continuing Effect; No Other Amendments or Consents.

(1)Except as expressly provided herein, all of the terms and provisions of the Existing Credit Agreement are and shall remain in full force and effect. The amendments provided for herein are limited to the specific subsections of the Existing Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness to consent to any action requiring consent under any other provisions of the Existing Credit Agreement or the same subsection for any other date or time period. Upon the effectiveness of the amendments set forth herein, on and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement.

(2)The Borrower, the Lenders (including each Issuing Lender) party hereto and the Administrative Agent acknowledge and agree that this Amendment shall constitute a Loan Document.

SECTION 6.Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and delivery of this Amendment, and any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of legal counsel to the Administrative Agent, in accordance with the terms in the Credit Agreement.

SECTION 7.Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent. Delivery of an executed counterpart of a signature page of (x) this Amendment, (y) any other Loan Document and/or (z) any Ancillary Document that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment, such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Amendment, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders

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may, at its option, create one or more copies of this Amendment, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Amendment, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Amendment, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any Indemnified Person for any Losses arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Losses arising as a result of the failure of a Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

SECTION 8.Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Each party hereto acknowledges and agrees that its submission of a signature page to this Amendment is irrevocable and binding on such party and its respective successors and assigns even if such signature page is submitted prior to the effectiveness of any amendment contained herein.

SECTION 9.Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 10.Miscellaneous. It is understood and agreed that this Amendment shall be deemed to incorporate, mutatis mutandis, Sections 10.13 and 10.17 of the Existing Credit Agreement.

SECTION 11.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.

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


			VICI PROPERTIES L.P., as the Borrower By: /s/ David A. Kieske Name: David A. Kieske Title: Treasurer

[Signature Page to First Amendment]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Revolving Lender and Issuing Lender

By:/s/ Cody Canafax

Name: Cody Canafax

Title: Vice President

[Signature Page to First Amendment]

WELLS FARGO BANK, N.A., as a Revolving Lender and Issuing Lender

By: /s/ Jordan Mendell

Name: Jordan Mendell

Title: Director

[Signature Page to First Amendment]

BANK OF AMERICA, N.A., as a Revolving Lender and Issuing Lender

By: /s/ Brian D. Corum

Name: Brian D. Corum

Title: Managing Director

[Signature Page to First Amendment]

CITIBANK, N.A., as a Revolving Lender and Issuing Lender

By: /s/ Chris Albano

Name: Chris Albano

Title: Authorized Signatory

[Signature Page to First Amendment]

BARCLAYS BANK PLC, as a Revolving Lender

By:/s/ Warren Veech III

Name: Warren Veech III

Title: Vice President

[Signature Page to First Amendment]

TRUIST BANK, as a Revolving Lender

By: /s/ Tesha Winslow

Name: Tesha Winslow

Title: Director

[Signature Page to First Amendment]

BANK OF NOVA SCOTIA, as a Revolving Lender

By: /s/ Sacha Boxill

Name: Sacha Boxill

Title: Director

[Signature Page to First Amendment]

BNP PARIBAS, as a Revolving Lender

By: /s/ James Goodall

Name: James Goodall

Title: Managing Director

By:/s/ Kyle Fitzpatrick

Name: Kyle Fitzpatrick

Title: Director

[Signature Page to First Amendment]

CAPITAL ONE, NATIONAL ASSOCIATION, as a Revolving Lender

By:/s/ Eric Purzycki

Name: Eric Purzycki

Title: Duly Authorized Signatory

[Signature Page to First Amendment]

CITIZEN’S BANK, N.A., as a Revolving Lender

By: /s/ Sean McWhinnie

Name: Sean McWhinnie

Title: Managing Director

[Signature Page to First Amendment]

DEUTSCHE BANK AG NEW YORK BRANCH, as a Revolving Lender

By: /s/ Annie Chung

Name: Annie Chung

Title: Director

By: /s/ Douglas Darman

Name: Douglas Darman

Title: Director

[Signature Page to First Amendment]

GOLDMAN SACHS BANK USA, as a Revolving Lender

By: /s/ Garrett Luk

Name: Garrett Luk

Title: Authorized Signatory

[Signature Page to First Amendment]

MORGAN STANLEY BANK, N.A., as a Revolving Lender

By: /s/ Jack Kuhns

Name: Jack Kuhns

Title: Authorized Signatory

[Signature Page to First Amendment]

KEYBANK NATIONAL ASSOCIATION, as a Revolving Lender

By: /s/ John J. DeLong

Name: John J. DeLong

Title: Vice President

[Signature Page to First Amendment]

RAYMOND JAMES BANK, as a Revolving Lender

By: /s/ Gregory A. Hargrove

Name: Gregory A. Hargrove

Title: Senior Vice President

[Signature Page to First Amendment]

SUMITOMO MITSUI BANKING CORPORATION, as a Revolving Lender

By: /s/ Alkesh Nanavaty

Name: Alkesh Nanavaty

Title: Executive Director

[Signature Page to First Amendment]

THE HUNTINGTON NATIONAL BANK, as a Revolving Lender

By: /s/ Erin L. Mahon

Name: Erin L. Mahon

Title: Assistant Vice President

[Signature Page to First Amendment]

SCHEDULE 1.1A

Loan Commitments


	USD Revolving Credit Facility	Multicurrency Revolving Credit Facility	Delayed Draw Term Loan
JPMorgan Chase Bank, N.A.	$90,000,000	$115,000,000	$85,000,000
Wells Fargo Bank, N.A.	$90,000,000	$115,000,000	$85,000,000
Bank of America, N.A.	$102,500,000	$102,500,000	$85,000,000
Citibank, N.A.	$102,500,000	$102,500,000	$85,000,000
Barclays Bank PLC	$90,000,000	$90,000,000	$70,000,000
Truist Bank	$90,000,000	$90,000,000	$70,000,000
Bank of Nova Scotia	$80,000,000	$80,000,000	$60,000,000
BNP Paribas	$80,000,000	$80,000,000	$60,000,000
Capital One, National Association	$80,000,000	$80,000,000	$60,000,000
Citizens Bank, N.A.	$80,000,000	$80,000,000	$60,000,000
Deutsche Bank AG New York Branch	$80,000,000	$80,000,000	$60,000,000
Goldman Sachs Bank USA	$80,000,000	$80,000,000	$60,000,000
Morgan Stanley Bank, N.A.	$80,000,000	$80,000,000	$60,000,000
Raymond James Bank	$50,000,000	$0	$25,000,000
KeyBank National Association	$25,000,000	$25,000,000	$25,000,000
Sumitomo Mitsui Banking Corporation	$25,000,000	$25,000,000	$25,000,000
The Huntington National Bank	$25,000,000	$25,000,000	$25,000,000
Total	$1,250,000,000	$1,250,000,000	$1,000,000,000

AMENDED CREDIT AGREEMENT

[See attached]

CREDIT AGREEMENT1

Dated as of February 8, 2022

Among

VICI PROPERTIES L.P.,
as Borrower,

The Several Lenders from Time to Time Parties Hereto,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,

JPMORGAN CHASE BANK, N.A.,

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.

and

CITIBANK, N.A.,
as Joint Lead Arrangers,

JPMORGAN CHASE BANK, N.A.

and

WELLS FARGO SECURITIES, LLC,

as Joint Bookrunners,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

BANK OF AMERICA, NATIONAL ASSOCIATION

and

CITIBANK, N.A.,

as Co-Syndication Agents and

BARCLAYS BANK PLC,

BNP PARIBAS,

CAPITAL ONE, NATIONAL ASSOCIATION,

CITIZENS BANK, N.A.,

DEUTSCHE BANK SECURITIES INC.,

GOLDMAN SACHS BANK USA,

MORGAN STANLEY SENIOR FUNDING, INC.,

THE BANK OF NOVA SCOTIA

and

TRUIST BANK,

as Co-Documentation Agents

1 Conformed through the First Amendment, dated as of July 15, 2022.

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS 1

1.1 Defined Terms 1

1.2 Other Definitional Provisions 4047

1.3 Classifications of Loans and Borrowings 4047

1.4 Accounting Terms; GAAP 4047

1.5 Interest Rates; Benchmark Notification 4148

1.6 Times of Day 4148

1.7 Letter of Credit Amounts 4148

1.8 Divisions 4148

1.9 Pro Forma Calculations 4148

1.10 Exchange Rates; Currency Equivalents. 49

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 4250

2.1 Delayed Draw Term Commitments 4250

2.2 Procedure for Delayed Draw Term Loan Borrowing 4350

2.3 Termination or Reduction of Delayed Draw Term Commitments 4351

2.4 Revolving Commitments 4451

2.5 Procedure for Revolving Loan Borrowing 4452

2.6 Facility Fees, Etc. 4552

2.7 Termination or Reduction of Revolving Commitments 4553

2.8 Prepayments 4553

2.9 Repayment of Loans 4654

2.10 Conversion and Continuation Options 4655

2.11 [Reserved]. 4756

2.12 Interest Rates and Payment Dates 4756

2.13 Computation of Interest and Fees 4756

2.14 Inability to Determine Interest Rate 4857

2.15 Pro Rata Treatment; Payments; Sharing of Setoffs 5060

2.16 Requirements of Law 5161

2.17 Taxes 5262

2.18 Indemnity 5565

2.19 Change of Lending Office 5566

2.20 Replacement of Lenders 5666

2.21 Incremental Commitments 5667

2.22 Defaulting Lenders 5868

2.23 Extension of Revolving Maturity Date 5970

2.24 Extension of Delayed Draw Term Maturity Date 6174

SECTION 3. LETTERS OF CREDIT 6376

3.1 L/C Commitment 6376

3.2 Procedure for Issuance of Letter of Credit 6477

3.3 Fees and Other Charges 6478

3.4 L/C Participations 6478

3.5 Reimbursement Obligation of the Borrower 6579

3.6 Obligations Absolute 6579

3.7 Letter of Credit Payments 6680

3.8 Applications 6680

3.9 Replacement of Issuing Lender 6680

SECTION 4. REPRESENTATIONS AND WARRANTIES 6681

4.1 Financial Condition 6681

4.2 No Change 6781

4.3 Existence; Compliance with Law 6781

4.4 Power; Authorization; Enforceable Obligations 6781

4.5 No Legal Bar 6882

4.6 Litigation 6882

4.7 No Default 6882

4.8 Ownership of Property 6882

4.9 Intellectual Property 6882

4.10 Taxes 6882

4.11 Federal Regulations 6883

4.12 Labor Matters 6883

4.13 ERISA 6983

4.14 Investment Company Act; Other Regulations 6983

4.15 Subsidiaries 6983

4.16 Use of Proceeds 6983

4.17 Environmental Matters 6983

4.18 Accuracy of Information, Etc. 6984

4.19 Anti-Corruption Laws and Sanctions 7084

4.20 Solvency 7084

4.21 Beneficial Ownership 7084

4.22 Status of VICI 7084

4.23 Properties 7084

4.24 Affected Financial Institutions 7084

4.25 Plan Assets; Prohibited Transactions 7084

SECTION 5. CONDITIONS PRECEDENT 7085

5.1 Closing Date 7085

5.2 Conditions to Each Extension of Credit 7286

SECTION 6. AFFIRMATIVE COVENANTS 7286

6.1 Financial Statements 7286

6.2 Certificates; Other Information 7387

6.3 Payment of Obligations 7488

6.4 Maintenance of Existence; Compliance 7488

6.5 Maintenance of Property; Insurance 7488

6.6 Inspection of Property; Books and Records; Discussions 7489

6.7 Notices 7589

6.8 Environmental Laws 7590

6.9 [Reserved] 7690

6.10 Additional Guarantors; Additional Unencumbered Properties 7690

6.11 Maintenance of REIT Status 7690

6.12 Maintenance of Ratings 7690

6.13 Use of Proceeds 7691

6.14 MGP Transactions 7791

6.15 Designation of Unrestricted Subsidiaries 7791

6.16 Springing Collateral 7791

SECTION 7. NEGATIVE COVENANTS 7892

7.1 Financial Condition Covenants 7892

7.2 Restrictions on Intercompany Transfers 7993

7.3 Merger, Consolidation, Sales of Assets and Other Arrangements 7993

7.4 Restricted Payments 8094

7.5 Amendments to Significant Master Leases 8195

7.6 Transactions with Affiliates 8195

7.7 Swap Agreements 8195

7.8 Changes in Fiscal Periods 8195

7.9 Negative Pledge Clauses 8195

7.10 Sanctions, Anti-Corruption, Anti-Money Laundering 8196

7.11 Lines of Business 8296

SECTION 8. EVENTS OF DEFAULT 8296

SECTION 9. THE ADMINISTRATIVE AGENT 8599

9.1 Authorization and Action 8599

9.2 Administrative Agent’s Reliance, Limitation of Liability, Etc. 87101

9.3 Posting of Communications 88102

9.4 The Administrative Agent Individually 89103

9.5 Successor Administrative Agent 89103

9.6 Acknowledgments of Lenders and Issuing Lenders 89104

9.7 Certain ERISA Matters 91105

9.8 Secured Parties 92106

SECTION 10. MISCELLANEOUS 92106

10.1 Amendments and Waivers 92106

10.2 Notices 93108

10.3 No Waiver; Cumulative Remedies 94109

10.4 Survival 95109

10.5 Expenses; Limitation of Liability; Indemnity, Etc. 95109

10.6 Successors and Assigns; Participations and Assignments 97111

10.7 Adjustments; Setoff 100114

10.8 Counterparts; Integration; Effectiveness; Electronic Execution 101115

10.9 Severability 102116

10.10 No Fiduciary Duty, Etc. 102116

10.12 Governing Law 102117

10.13 Submission To Jurisdiction; Waivers 102117

10.14 Material Non-Public Information 103117

10.15 Releases of Guarantees and Liens 103118

10.16 Confidentiality 105119

10.17 WAIVERS OF JURY TRIAL 105120

10.18 USA PATRIOT Act 105120

10.19 Judgment Currency 106120

10.20 Headings 106120

10.21 Interest Rate Limitation 106120

10.22 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 106120

10.23 Acknowledgement Regarding Any Supported QFCs 107121

10.24 Non-Recourse 107121

10.25 Limited Equity Pledge 108122

10.26 Payments Set Aside 108122

iii

SCHEDULES:

SG Subsidiary Guarantors

1.1A Loan Commitments

1.1B Closing Date Liens

4.15 Subsidiaries

4.23(a) Properties

4.23(b) Unencumbered Properties

6.15 Unrestricted Subsidiaries

7.6 Affiliate Transactions

EXHIBITS:

A Form of Guarantee Agreement

B Form of Compliance Certificate

C Form of Closing Certificate

D Form of Assignment and Assumption

E Form of Borrowing Request

F Form of U.S. Tax Compliance Certificates

G Interest Election Request

CREDIT AGREEMENT (this “Agreement”), dated as of February 8, 2022, among VICI PROPERTIES L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”, as hereinafter defined).

The parties hereto agree as follows:

SECTION 1. DEFINITIONS

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

“2025 Senior Unsecured Note Indenture”: the Indenture dated as of February 5, 2020 entered into by the Borrower and VICI Note Co. Inc. with UMB Bank, National Association in connection with the issuance of the 2025 Senior Unsecured Notes in the principal amount of $750,000,000, together with all instruments, supplements and other agreements entered into by the Borrower and VICI Note Co. Inc. in connection therewith.

“2025 Senior Unsecured Notes”: the 3.500% Senior Notes due 2025 issued by the Borrower pursuant to the 2025 Senior Unsecured Note Indenture.

“2026 Senior Unsecured Note Indenture”: the Indenture dated as of November 26, 2019 entered into by the Borrower and VICI Note Co. Inc. with UMB Bank, National Association in connection with the issuance of the 2026 Senior Unsecured Notes in the principal amount of $1,250,000,000, together with all instruments, supplements and other agreements entered into by the Borrower and VICI Note Co. Inc. in connection therewith.

“2026 Senior Unsecured Notes”: the 4.250% Senior Notes due 2026 issued by the Borrower pursuant to the 2026 Senior Unsecured Note Indenture.

“2027 Senior Unsecured Note Indenture”: the Indenture dated as of February 5, 2020 entered into by the Borrower and VICI Note Co. Inc. with UMB Bank, National Association in connection with the issuance of the 2027 Senior Unsecured Notes in the principal amount of $750,000,000, together with all instruments, supplements and other agreements entered into by the Borrower and VICI Note Co. Inc. in connection therewith.

“2027 Senior Unsecured Notes”: the 3.750% Senior Notes due 2027 issued by the Borrower pursuant to the 2027 Senior Unsecured Note Indenture.

“2029 Senior Unsecured Note Indenture”: the Indenture dated as of November 26, 2019 entered into by the Borrower and VICI Note Co. Inc. with UMB Bank, National Association in connection with the issuance of the 2029 Senior Unsecured Notes in the principal amount of $1,000,000,000, together with all instruments, supplements and other agreements entered into by the Borrower and VICI Note Co. Inc. in connection therewith.

“2029 Senior Unsecured Notes”: the 4.625% Senior Notes due 2029 issued by the Borrower pursuant to the 2029 Senior Unsecured Note Indenture.

“2030 Senior Unsecured Note Indenture”: the Indenture dated as of February 5, 2020 entered into by the Borrower and VICI Note Co. Inc. with UMB Bank, National Association in connection with the issuance of the 2030 Senior Unsecured Notes in the principal amount of $1,000,000,000, together with all instruments, supplements and other agreements entered into by the Borrower and VICI Note Co. Inc. in connection therewith.

“2030 Senior Unsecured Notes”: the 4.125% Senior Notes due 2030 issued by the Borrower pursuant to the 2030 Senior Unsecured Note Indenture.

“ABR”: when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“Additional Credit Extension Amendment”: an amendment to this Agreement providing for any Incremental Commitments which shall be consistent with the applicable provisions of this Agreement relating to such Incremental Commitments and otherwise reasonably satisfactory to the Administrative Agent and the Borrower.

“Additional Senior Unsecured Notes”: any senior unsecured notes (other than the Existing Senior Unsecured Notes) issued by the Borrower that are pari passu with the Obligations and that are in an amount that would not cause a violation of any covenant set forth in Section 7.1 or any other provision of this Agreement after giving pro forma effect to the incurrence of the Indebtedness under such notes.

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

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

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

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

“Adjusted Floating Overnight Daily SOFR Rate”: for any day, an interest rate equal to the floating overnight Daily Effective SOFR, plus 0.10%; provided, that if the Adjusted Floating Overnight Daily SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for purposes of this Agreement.

“Adjusted NOI”: for any fiscal period, (a) the NOI (or proportionate share of NOI from any Real Property owned by an unconsolidated Restricted Subsidiary or Restricted Joint Venture of the Borrower) from any group of related properties or any property and adjusted to remove the effect of recognizing rental income on a straight-line basis over the applicable lease term minus (b) the Capital Expenditure Reserve for such group of related property or property, as applicable, in each case, for such period; provided, that to the extent such expenses are required to be paid by any Person that is a lessee or operator of any such group of related properties or property, as applicable, such expenses will not be subtracted (except to the extent such payment is included as rent or other revenue under clause (a) above); provided, further, that for any property which has not been owned or leased by the Borrower, any of its Restricted Subsidiaries or any of its Restricted Joint Ventures for four consecutive fiscal quarters for which financial results are available, or is operational but has not been operational for four consecutive fiscal quarters for which financial results are available, or was (or any portion thereof was) previously a Development Property or Redevelopment Property that has been designated by the Borrower as an Income Property but has not been in operation for four consecutive fiscal quarters since such designation for which financial results are available, so long as at least one full fiscal quarter of financial results are available, the Adjusted NOI for the period that such property (or portion thereof) has been so owned or leased, or operational, shall be annualized over a full four-quarter period, based on the results of the full fiscal quarters that are available as of the date of determination.

“Adjusted Term SOFR Rate”: for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided, that if the Adjusted Term SOFR Rate as so

determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent”: JPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates), in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire”: an Administrative Questionnaire in a form supplied by the Administrative Agent.

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

“Affiliate”: with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent-Related Person”: as defined in Section 10.5(d).

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

“Agreed Currencies”: Dollars and each Alternative Currency.

“Agreement”: as defined in the preamble hereto.

“Agreement Currency”: as defined in Section 10.19.

“Alternate Base Rate”: for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day, plus ½ of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day), plus 1%; provided, that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

“Alternative Currency”: Sterling, Euros, Australian Dollars, Canadian Dollars and any additional currencies (other than Dollars) determined after the First Amendment Effective Date by mutual agreement of the Borrower, Multicurrency Revolving Lenders, Issuing Lenders and Administrative Agent; provided, that each such currency is a lawful currency that is readily available, freely transferable and not restricted and able to be converted into Dollars.

“Alternative Currency Sublimit”: an amount equal to the lesser of (a) $1,250,000,000 (as such amount may be increased pursuant to Section 2.21) and (b) the total amount of the Multicurrency Revolving Commitments. The Alternative Currency Sublimit is part of, and not in addition to, the Multicurrency Revolving Commitments hereunder.

“Ancillary Document”: as defined in Section 10.8(b).

“Anti-Corruption Laws”: all laws, rules, and regulations of any jurisdiction applicable to the Borrower and its affiliated companies from time to time concerning or relating to bribery, money laundering or corruption, including the United States Foreign Corrupt Practices Act of 1977, and including policies and procedures with respect thereto.

“Applicable Margin”: for each Type of Loan, the rate per annum set forth in the Pricing Grids.

“Applicable Parties”: as defined in Section 9.3(c).

“Applicable Time”: with respect to any Borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Application”: an application, in such form as the applicable Issuing Lender may specify from time to time, requesting such Issuing Lender to issue a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 3.1), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.

“Approved Electronic Platform”: as defined in Section 9.3(a).

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

“Arrangers”: the financial institutions listed as “Joint Lead Arrangers” on the cover page to this Agreement.

“Asset Value”: As of any date of determination, the sum of: (a) in the case of any Income Property (or group of Income Properties), the Capitalized Value of such Income Property (or group of Income Properties) as of such date; provided, that the Asset Value of each Income Property (or group of Income Properties) (other than a former Development Property or Redevelopment Property) during the first four complete fiscal quarters of the Borrower following the date of acquisition thereof, shall be the greater of (i) the acquisition price thereof or (ii) the Capitalized Value thereof or, if results of one full fiscal quarter after the acquisition thereof are not available with respect to such Income Property (or group of Income Properties), the acquisition price thereof (and after results of one full fiscal quarter after the acquisition thereof are available, the Capitalized Value thereof) may be determined by annualizing such result as provided in the definition of “Adjusted NOI”; provided, further, an adjustment shall be made to the Asset Value of any Income Property (in an amount reasonably determined by the Borrower) as new Tenancy Leases are entered into or existing Tenancy Leases terminate or expire in respect of such Income Property, (b) in the case of any Development Property or Redevelopment Property, 100% of the book value (determined in accordance with GAAP but determined without giving effect to any depreciation) of any such Development Property or Redevelopment Property owned or leased as of such date of determination and (c) 100% of the book value (determined in accordance with GAAP) of any undeveloped land owned or leased pursuant to an Eligible Ground Lease as of such date of determination.

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

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

“AUD Rate”: with respect to any Term Benchmark Borrowing denominated in Australian Dollars and for any Interest Period, the AUD Screen Rate at approximately 11:00 a.m., Sydney, Australia time, on the first day of such Interest Period.

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

“Australian Dollar” or “Aus $”: the lawful currency of Australia.

“Australian Dollar Borrowing”: as to any Borrowing, the Australian Dollar Loans comprising such Borrowing.

“Australian Dollar Loans”: a Loan denominated in Australian Dollars that bears interest at a rate based on the AUD Rate.

“Available Delayed Draw Term Commitment”: as of any date, an amount equal to the excess, if any, of (a) the amount of the Total Delayed Draw Term Commitment over (b) the sum of the aggregate principal amount of all Delayed Draw Term Loans funded hereunder prior to such date.

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

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

“Available Tenor”: as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.14.

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

“Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, 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 Event”: with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or

has had any order for relief in such proceeding entered in respect thereof; provided, that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person 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 permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark”: initially, with respect to any (i) RFR Loan, the Daily Simple SOFR in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency, (ii) Term Benchmark Loan, the Term SOFRRelevant Rate for such Agreed Currency and (iii) Daily SOFR Loan, the Adjusted Floating Overnight Daily SOFR Rate; provided, that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR, Term SOFRapplicable Relevant Rate or Adjusted Floating Overnight Daily SOFR Rate, as applicable, orfor the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.14.

“Benchmark Replacement”: for any Available Tenor:

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

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

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

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

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

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

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

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

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

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

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

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

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

“Benchmark Unavailability Period”: with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a

Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

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

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

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

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

“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.

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

“Bona Fide Debt Fund”: any fund or investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and other similar extensions of credit in the ordinary course and, if applicable, with respect to which the Primary Disqualified Institution of such Bona Fide Debt Fund does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity.

“Borrower”: as defined in the preamble hereto.

“Borrower Parent”: as defined in Section 10.25.

“Borrowing”: any borrowing of (a) Revolving Loans or (b) Delayed Draw Term Loans.

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

“Borrowing Request”: a request by the Borrower for a Borrowing substantially in the form of Exhibit E or any other form approved by the Administrative Agent.

“Bridge Facilities”: collectively, the MGP Bridge Facility and the Venetian Bridge Facility.

“Business Day”: any day (other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided, that in addition to the foregoing, a Business Day shall be (a) in relation to Loans denominated in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET Day, (b) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that is only ana RFR Business Day, (c) in relation to CDOR Loans or Canadian Prime Rate Loans, any day on which banks generally are open in Toronto, Canada for the conduct of substantially all of their commercial lending activities, (d) in relation to Australian Dollar Loans or in relation to the calculation or computation of BBSY, any day on which banks are open for business in Australia, (e) in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, any such day that is a U.S. Government Securities Business Day. and (f) in relation to Loans denominated in any other Agreed Currency or any interest rate settings, fundings, disbursements, settlements or payments of any CBR Loan or CBR Borrowing, any such day on which dealings in the applicable Agreed Currency are carried on in the principal financial center of such Agreed Currency.

“Canadian Dollars” and “CDN $”: the lawful currency of Canada.

“Canadian Prime Rate”: on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the average rate for thirty (30) day Canadian Dollar bankers’ acceptances that appears on the Reuters Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion) at 10:15 a.m. Toronto time on such day, plus 1% per annum; provided, that if any of the above rates shall be less than 1%, such rate shall be deemed to be 1% for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR shall be effective from and including the effective date of such change in the PRIMCAN Index or CDOR, respectively.

“Canadian Prime Rate Loan” or “Canadian Prime Rate Borrowing”: a Loan or Borrowing, respectively, denominated in Canadian Dollars the rate of interest applicable to which is based upon the Canadian Prime Rate.

“Capital Expenditure Reserve”: with respect to any property not subject to a triple net lease that requires the Operator (or any other Person other than the Borrower and its Restricted Subsidiaries (or, in the case of a Real Property owned by a Restricted Joint Venture of the Borrower, such Restricted Joint Venture)) to pay for all capital expenditures relating to such property, an amount equal to 3% of the aggregate net revenues for such property for the applicable four fiscal quarter period.

“Capitalized Value”: with respect to any group of related properties or any other property as of any date of determination, the Adjusted NOI of such group of related properties or such property, as the case may be, for the period of four consecutive fiscal quarters most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 6.1(a) or (b), divided by 6.50%.

“Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s Investors Service, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 180 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A2 by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; (i) corporate notes or bonds having an original term to maturity of not more than one year issued by a corporation incorporated under the laws of the United States or any State thereof, or a participation interest therein; provided that any commercial paper issued by such corporation is, given on the date of such Investment, rated at least Aa by Moody’s and AA by S&P; or (j) in the case of any Foreign Subsidiary, Investments of comparable tenor and credit quality to those described in the foregoing clauses (a) through (h) customarily utilized in countries in which such Foreign Subsidiary operates for short-term cash management purposes.

“Cash Management Services”: any cash management services that are (i) in effect on the Closing Date between a Loan Party and a counterparty that is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent as of the Closing Date or (ii) entered into after the Closing Date between a Loan Party and any counterparty that is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent at the time such services are entered into.

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

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

“CDOR Borrowing”: as to any Borrowing, the CDOR Loans comprising such Borrowing.

“CDOR Loan”: a Loan denominated in Canadian Dollars that bears interest at a rate based on the CDOR Rate.

“CDOR Rate”: with respect to any Term Benchmark Borrowing denominated in Canadian Dollars and for any Interest Period, the CDOR Screen Rate at approximately 10:15 a.m., Toronto, Ontario time, on the first day of such Interest Period.

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

“Central Bank Rate”: the greater of (I)(A) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion in consultation with the Borrower: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time and (c) Australian Dollars or any other Alternative Currency determined after the First Amendment Effective Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion in consultation with the Borrower; plus (B) the applicable Central Bank Rate Adjustment and (II) the Floor.

“Central Bank Rate Adjustment”: for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Adjusted Daily Simple RFR for Sterling Borrowings for the five most recent RFR Business Days preceding such day for which Adjusted Daily Simple RFR for Sterling Borrowings was available (excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period and (c) Australian Dollars or any other Alternative Currency determined after the First Amendment Effective Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable

discretion in consultation with the Borrower. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate, on such day at approximately the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month.

“Century Master Lease”: that certain lease agreement, dated as of December 6, 2019, by and among Lady Luck C LLC, Cape G LLC, Mountaineer CRR LLC, as landlord, and IOC-Caruthersville, LLC, IOC-Cape Girardeau LLC and Mountaineer Park, Inc., as tenant, with respect to the Century Casino Cape Girardeau, located in Cape Girardeau, Missouri, the Century Casino Caruthersville, located in Caruthersville, Missouri and Mountaineer Casino, Racetrack & Resort, located in New Cumberland, West Virginia, as the same may be amended, amended and restated, supplemented or otherwise modified prior to the date hereof and from time to time in accordance with the terms of this Agreement.

“CFC”: has the meaning specified in the definition of “Excluded Foreign Subsidiary”.

“Change in Law”: the occurrence after the date of this Agreement of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or Issuing Lender (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender’s or Issuing Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

“Change of Control”: an event or series of events by which:

(a) any “Person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act (but excluding any employee benefit plan of VICI, the Borrower or their Subsidiaries, any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, or any Person formed as a holding company for VICI in a transaction where the voting stock of VICI outstanding prior to such transaction is converted into or exchanged for the voting stock of the surviving or transferee Person constituting all or substantially all of the outstanding shares of such voting stock of such surviving or transferee Person (immediately after giving effect to such issuance))), becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person or group shall be deemed to have “beneficial ownership” of all securities that such Person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than 40% of the equity securities of VICI entitled to vote for members of the board of directors or equivalent governing body of VICI on a fully-diluted basis (and taking into account all such securities that such “Person” or “group” has the right to acquire pursuant to any option right); or

(b) VICI (or a Wholly Owned Subsidiary of VICI) shall cease to be the general partner of the Borrower.

“Charges”: as defined in Section 10.21.

“Class”: when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Delayed Draw Term Loans.

“Closing Date”: the date hereof.

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

“Co-Documentation Agents”: the financial institutions listed as “Co-Documentation Agents” on the cover page to this Agreement.

“Co-Syndication Agents”: the financial institutions listed as “Co-Syndication Agents” on the cover page to this Agreement.

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

“Commitments”: as to any Lender, the Multicurrency Revolving Commitments, USD Revolving Commitments and Delayed Draw Term Commitments of such Lender.

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

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with any Loan Party within the meaning of Section 4001(a)(14) of ERISA or is part of a group that includes any Loan Parties and that is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

“Communications”: collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Lender by means of electronic communications pursuant to Section 10.2, including through an Approved Electronic Platform.

“Competitor”: any Person or Affiliate of any Person, other than the Borrower, or its Subsidiaries, that is engaged, or is an Affiliate of a Person that is engaged, in the ownership or operation of a casino, racetrack, racino, video lottery terminal or other gaming activities, including the operation of slot machines, video lottery terminals, table games, pari-mutuel wagering or other applicable types of wagering (including sports wagering), excluding any investment fund or other Person with an investment representing an equity ownership of 15% or less in a such Person and no possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, through the ownership of voting securities, partnership interests, other equity interests or otherwise.

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

“Connection Income Taxes”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Net Income”: for any period, the net income (loss) of the Borrower and its consolidated Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (including the pro rata share of net income (loss) of its unconsolidated Restricted Subsidiaries and Restricted Joint Ventures calculated in accordance with the GAAP equity accounting method), without any reduction in respect of dividends on preferred stock; provided, that the following items will be excluded in computing Consolidated Net Income, without duplication: (1) the net income (or loss) of any Person that is not a Restricted Subsidiary or Restricted Joint Venture, except to the extent of the amount of cash dividends or other distributions actually paid to the Borrower or any of its Restricted Subsidiaries by such Person during such period (and, for the avoidance of doubt, the amount of such cash dividends and other distributions will be included in calculating Consolidated Net Income); (2) the net income (or loss) of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary, except (x) to the extent of the amount of cash dividends or other distributions actually paid (or that could have been paid) to the Borrower or any of its Restricted Subsidiaries by such Person during such period or (y) to the extent such restriction is permitted by Section 7.9; (3) all after-tax gains or losses attributable to asset dispositions; (4) all after-tax gains or losses attributable to the extinguishment, retirement or conversion of debt and all after-tax gains and losses attributable to the settlement or termination of hedging obligations; (5) all after-tax extraordinary gains and extraordinary losses; (6) all after-tax

gains and losses realized as a result of the cumulative effect of a change in accounting principles; (7) all impairment charges or asset write-offs or write-downs, including those related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP; (8) all non-cash provisions and benefits attributable to expected credit losses pursuant to Accounting Standards Codification 326; (9) all non-cash gains and losses attributable to mark-to-market valuation of hedging obligations pursuant to Accounting Standards Codification 815; and (10) all non-cash charges and expenses related to stock-based compensation plans or other non-cash compensation.

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

“Control”: the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled JV Subsidiary”: a Restricted Subsidiary (a) that is not a Wholly Owned Subsidiary of the Borrower, (b) in respect of which the Borrower or a Wholly Owned Subsidiary of the Borrower owns at least 80.0% of all outstanding Equity Interests and (c) in respect of which the Borrower or a Wholly Owned Subsidiary of the Borrower has management control.

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

“Covered Entity”: any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party”: as defined in Section 10.23.

“Credit Party”: the Administrative Agent, any Issuing Lender or any other Lender.

“Credit Rating”: the publicly announced senior unsecured credit rating of the Borrower given by Moody’s, S&P or Fitch.

“Daily Effective SOFR”: for any SOFR Rate Day, a rate per annum equal to SOFR effective for such SOFR Rate Day.

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

“Daily Simple SOFR”: for any day (a “SOFR Rate Day”), a rate per annum equal SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate

Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Daily SOFR Borrowing”: as to any Borrowing, the Daily SOFR Loans comprising such Borrowing.

“Daily SOFR Loan”: a Loan the rate of interest applicable to which is based upon the Adjusted Floating Overnight Daily SOFR Rate.

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

“Default”: any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Right”: as defined in, and interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender”: any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations as of the date of certification) to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement; provided, that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, (d) has become the subject of a Bankruptcy Event or a Bail-In Action or (e) is the Subsidiary of a Parent that has become the subject of a Bankruptcy Event or a Bail-In Action.

“Delayed Draw Commitment Fee”: as defined in Section 2.6(c).

“Delayed Draw Funding Date”: any date on which Delayed Draw Term Loans are funded hereunder, which shall in no event be later than the Delayed Draw Term Commitment Termination Date.

“Delayed Draw Term Commitment”: as to any Lender, the obligation of such Lender, if any, to make a Delayed Draw Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the heading “Delayed Draw Term Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof, including Section 2.3 and Section 2.21. The initial aggregate amount of the Delayed Draw Term Commitments is $1,000,000,000.

“Delayed Draw Term Commitment Termination Date”: the earlier of (i) date that is 12 months after the Closing Date, (ii) the date on which the Delayed Draw Term Commitment has been fully drawn and (iii) the date of termination of any Delayed Draw Term Commitments pursuant to Section 2.3 such that after giving

effect to such termination, there are no Available Delayed Draw Term Commitments; provided, that if such date is not a Business Day, the “Delayed Draw Term Commitment Termination Date” will be the immediately preceding Business Day.

“Delayed Draw Term Extension Response Date”: as defined in Section 2.24(b).

“Delayed Draw Term Facility”: the Delayed Draw Term Commitments and the Delayed Draw Term Loans made thereunder.

“Delayed Draw Term Lender”: each Lender that has a Delayed Draw Term Commitment or that holds a Delayed Draw Term Loan.

“Delayed Draw Term Loan”: as defined in Section 2.1.

“Delayed Draw Term Maturity Date”: March 31, 2025 (the “Initial Delayed Draw Term Maturity Date”), subject to extension as provided in Section 2.24; provided, however, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Delayed Draw Term Percentage”: as to any Delayed Draw Term Lender at any time, the percentage which such Lender’s Delayed Draw Term Commitment then constitutes of the Total Delayed Draw Term Commitment; provided, that in the case of Section 2.22 when a Defaulting Lender which is a Delayed Draw Term Lender shall exist, “Delayed Draw Term Percentage” shall mean the percentage which such Lender’s Delayed Draw Term Commitment then constitutes of the Total Delayed Draw Term Commitment (disregarding any Defaulting Lender’s Delayed Draw Term Commitment). With respect to any Delayed Draw Term Lender whose Delayed Draw Term Commitments shall have expired or terminated, “Delayed Draw Term Percentage” shall mean the percentage which the aggregate principal amount of such Lender’s Delayed Draw Term Loans then outstanding constitutes of the aggregate principal amount of the Delayed Draw Term Loans then outstanding.

“Development Property”: Real Property acquired, or any portion of any existing Real Property available, for purposes of becoming, or currently under development into, an Income Property that is owned, operated or leased or otherwise controlled by the Borrower, its Restricted Subsidiaries or its Restricted Joint Ventures. Each Development Property shall continue to be classified as a Development Property hereunder until (a) such Real Property has at least one full quarter of operating results and (b) the Borrower elects to reclassify such property as an Income Property for all purposes of this Agreement, upon and after which such property shall be classified as an Income Property hereunder. For all purposes of this Agreement, it is understood that in the case of any expansion of an existing Real Property, the portion associated with such expansion may, at the election of the Borrower, be classified as a Development Property while the existing portion thereof not subject to such expansion project remains an Income Property (and only the portion classified as a Development Property shall be counted against the concentration limitations in Unencumbered Asset Value).

“Discharged”: Indebtedness that has been defeased (pursuant to a contractual or legal defeasance) or discharged pursuant to the prepayment or deposit of amounts sufficient to satisfy such Indebtedness as it becomes due or irrevocably called for redemption (and regardless of whether such Indebtedness constitutes a liability on the balance sheet of the obligors thereof).

“Disposition”: with respect to any asset, right or property, any sale, lease, license, sale and leaseback, assignment, conveyance, transfer, abandonment or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Institution”: (a) Persons reasonably determined by the Borrower to be Competitors that have been identified in writing by the Borrower to the Administrative Agent by delivery of a notice thereof to the Administrative Agent (at any time when JPMorgan Chase Bank, N.A., is serving as Administrative Agent, by e-mail to JPMDQ_Contact@jpmorgan.com) at any time and from time to time (and each written supplement shall become effective three Business Days after delivery thereof to the Administrative Agent) and (b) as to any entity referenced in clause (a) (the “Primary Disqualified Institution”), its Affiliates (other than Bona Fide Debt Fund Affiliates) to the extent such Affiliates are identified in writing by the Borrower to the Administrative Agent by

delivery of a notice thereof to the Administrative Agent (at any time when JPMorgan Chase Bank, N.A., is serving as Administrative Agent, by e-mail to JPMDQ_Contact@jpmorgan.com) (and each written supplement shall become effective three Business Days after delivery thereof to the Administrative Agent, as applicable) or are otherwise clearly identifiable as an Affiliate based solely by similarity of such Affiliate’s name to the name of a person on such list, it being understood and agreed that the foregoing provisions shall not apply retroactively to any Person if such Person shall have previously acquired an assignment or participation interest (or shall have entered into a trade therefor) prior thereto. For the avoidance of doubt, the Borrower may remove the designation of Persons as Disqualified Institutions by notice to the Administrative Agent (at any time when JPMorgan Chase Bank, N.A., is serving as Administrative Agent, by e-mail to JPMDQ_Contact@jpmorgan.com).

“Disqualified Institution List”: as defined in Section 10.6(f)(iv).

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

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

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

“EBITDA”: with respect to any fiscal period and with respect to any Person, the sum of (a) Consolidated Net Income of such Person for that period, plus (b) any extraordinary loss reflected in such Consolidated Net Income, and, without duplication, any loss associated with the early retirement of Indebtedness and with any disposition not in the ordinary course of business, minus (c) any extraordinary gain reflected in such Consolidated Net Income, and, without duplication, any gains associated with the early retirement of Indebtedness and with any disposition not in the ordinary course of business, plus (d) consolidated interest expense of such Person for that period, plus (e) the aggregate amount of expense for federal, foreign, state and local taxes on or measured by income of such Person for that period (whether or not payable during that period); minus (f) the aggregate amount of benefit for federal, foreign, state and local taxes on or measured by income of such Person for that period (whether or not receivable during that period); plus (g) (1) depreciation, amortization and all unusual or non-recurring expenses and (2) all non-cash expenses (excluding any such non-cash item to the extent that it represents an accrual or a reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period) to the extent deducted in arriving at Consolidated Net Income for that period, minus (h) (1) any unusual or non-recurring gains, (2) any cash payments made during such period in respect of items described in clause (g)(2) above subsequent to the fiscal quarter in which any relevant non-cash expenses were incurred and (3) all non-cash income or gains (other than the accrual of revenue in the ordinary course), but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal in such period of any accrual of, or reserve for, anticipated cash charges in any prior period where such accrual or reserve is no longer required, in each case, to the extent reflected in arriving at Consolidated Net Income for that period, plus (i) expenses classified as “transaction and acquisition expenses” on the applicable financial statements of that Person for that fiscal period, plus (j) rental revenues receivable in cash related to any Master Lease and not recognized under GAAP (so long as such amount is actually received for such period), minus (k) rental revenues recognized under GAAP but not currently receivable in cash under any Master Lease, plus (l) with respect to consolidated Restricted Subsidiaries, non-controlling or minority interest reflected in Consolidated Net Income, and, without duplication, in each case as determined in accordance with GAAP, plus (m) non-cash lease and financing adjustments.

“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.

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

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

“Eligible Assignee”: (a) a Lender or any Affiliate or Approved Fund of such Lender, or (b) a bank, trust company, finance company, insurance company or any other Person that is regularly engaged in making, purchasing or investing in loans of a type similar to the Loans; provided, that notwithstanding the foregoing, “Eligible Assignee” shall not include (v) the Borrower or any of its Subsidiaries or Affiliates, (w) any natural person, (x) a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof, (y) any Defaulting Lender or (z) any Disqualified Institution; provided, that with respect to clause (x), such holding company, investment vehicle or trust shall constitute an Eligible Assignee if it (i) has not been established for the primary purpose of acquiring any Loans or Commitments, (ii) is managed by a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (iii) has a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business.

“Eligible Ground Lease”: each ground lease with respect to an Income Property, Redevelopment Property, Development Property or undeveloped land executed by the Borrower, any Restricted Subsidiary or any Restricted Joint Venture of the Borrower, as applicable, as lessee, that (i) has a remaining lease term (including extension or renewal rights exercisable at the sole option of the tenant thereunder) of at least twenty-five (25) years, calculated as of the date such property becomes included in the calculation of Total Asset Value or Unencumbered Asset Value hereunder, (ii) is free and clear of any liens (other than Permitted Liens) and any negative pledge agreement or other agreement that prohibits the creation of a lien and (iii) contains customary financing provisions including, without limitation, notice and cure rights.

“Environmental Laws”: all laws (including common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (i) the environment, (ii) preservation or reclamation of natural resources, (iii) the management, release or threatened release of any harmful or deleterious substances or (iv) health and safety matters.

“Environmental Liability”: any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal, or arrangement for disposal of any Materials of Environmental Concern, (c) exposure to any Materials of Environmental Concern, (d) the release or threatened release of any Materials of Environmental Concern into the indoor or outdoor environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests”: with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, whether or not certificated, any security convertible into or exchangeable for any share of capital stock of (or other ownership or

profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination, excluding any debt instrument convertible into equity securities of the Borrower or any of its Subsidiaries.

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

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

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

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

“Euro” and “€”: the single currency of the Participating Member States.

“Event of Default”: any of the events specified in Section 8; provided, that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excluded Foreign Subsidiary”: any (i) Foreign Subsidiary that is a controlled foreign corporation under Section 957 of the Code (“CFC”), (ii) Subsidiary substantially all the assets of which consist of direct or indirect equity or debt investments in one or more Foreign Subsidiaries that are CFCs, and (iii) Subsidiary of a Subsidiary described in clause (i) or (ii).

“Excluded Swap Obligation”: with respect to any Subsidiary Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Subsidiary Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Subsidiary Guarantor is a “financial entity,” as defined in Section 2(h)(7)(C)(i) the Commodity Exchange Act (or any successor provision thereto), at the time the guarantee of such Subsidiary Guarantor becomes or would become effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Taxes”: any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii)

that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.20) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement”: that certain Amended and Restated Credit Agreement, dated as of May 15, 2019, among the VICI Properties 1 LLC, as borrower, each lender from time to time party thereto and Goldman Sachs USA, as administrative agent.

“Existing Delayed Draw Term Maturity Date”: as defined in Section 2.24(b).

“Existing Multicurrency Revolving Maturity Date”: as defined in Section 2.23(b).

“Existing USD Revolving Maturity Date”: as defined in Section 2.23(c).

“Existing Senior Indentures”: collectively, the 2025 Senior Unsecured Notes Indenture, the 2026 Senior Unsecured Notes Indenture, the 2027 Senior Unsecured Notes Indenture, the 2029 Senior Unsecured Notes Indenture and the 2030 Senior Unsecured Notes Indenture.

“Existing Senior Unsecured Notes”: collectively, the 2025 Senior Unsecured Notes, the 2026 Senior Unsecured Notes, the 2027 Senior Unsecured Notes, the 2029 Senior Unsecured Notes and the 2030 Senior Unsecured Notes.

“Experiential Facility”: any casino, hotel, resort, race track, off-track wagering site, venue at which gaming or wagering is conducted, lodging facilities, entertainment related facilities, amusement facilities or other leisure or experiential facilities and all related or ancillary properties, facilities and assets related thereto.

“Extending Delayed Draw Term Lender”: as defined in Section 2.24(b)(1)(ii).

“Extending Multicurrency Revolving Lender”: as defined in Section 2.23(b)(1)(ii).

“Extending USD Revolving Lender”: as defined in Section 2.23(c)(1)(ii).

“Facility”: each of (a) the Delayed Draw Term Facility and, (b) the Multicurrency Revolving Facility and (c) the USD Revolving Facility, and collectively, the “Facilities”.

“Facility Fee”: as defined in Section 2.6(a).

“Facility Fee Percentage”: the rate per annum set forth in the Pricing Grids.

“Fair Market Value”: with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as determined in good faith by the Borrower.

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

intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

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

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

“Fee Payment Date”: the first Business Day following the last day of each March, June, September and December and the last day of the Multicurrency Revolving Commitment Period (in the case of the Multicurrency Revolving Facility) and the USD Revolving Commitment Period (in the case of the USD Revolving Facility), as applicable.

“Finance Lease”: as applied to any Person, any lease of any property, whether real, personal or mixed, of such Person as lessee that is required to be classified and accounted for as a finance lease liability in accordance with GAAP; provided, that for the avoidance of doubt, any lease that is accounted for by any Person as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date by any Person may, in the sole discretion of the Borrower, be treated as an operating lease and not a Finance Lease; provided, further, that any Master Lease and any ground lease or similar obligation in which the obligations pursuant to such ground lease or similar obligation are passed on to the tenant under or in connection with a Master Lease will be deemed not to be a Finance Lease.

“Financial Ratios”: collectively, the Total Leverage Ratio, the Fixed Charge Coverage Ratio, the Secured Leverage Ratio, the Unsecured Leverage Ratio and the Unsecured Interest Coverage Ratio.

“First Amendment”: that certain First Amendment to this Agreement, dated as of the First Amendment Effective Date, among the Borrower, the Lenders and Issuing Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date”: July 15, 2022.

“First Extended Delayed Draw Term Maturity Date”: as defined in Section 2.24(a).

“First Extended Multicurrency Revolving Maturity Date”: as defined in Section 2.23(a).

“First Extended USD Revolving Maturity Date”: as defined in Section 2.23(a).

“Fitch”: Fitch Ratings Inc.

“Fixed Charge Coverage Ratio”: as defined in Section 7.1(b).

“Floor”: the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Daily Simple RFR, Adjusted AUD Rate, Adjusted CDOR Rate, Adjusted Term SOFR Rate, the Adjusted Daily Simple SOFREURIBOR Rate or the Adjusted Floating Overnight Daily SOFR Rate, as applicable. For the avoidance of doubt the initial Floor for each of the Adjusted Daily Simple RFR, Adjusted AUD Rate, Adjusted CDOR Rate, Adjusted Term SOFR Rate, the Adjusted Daily Simple SOFREURIBOR Rate or the Adjusted Floating Overnight Daily SOFR Rate shall be 0.00%.

“Foreign Lender”: a Lender that is not a U.S. Person.

“Foreign Subsidiary”: any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Funded Indebtedness”: the aggregate principal amount of all outstanding Indebtedness of the Borrower, its Restricted Subsidiaries, its Unrestricted Subsidiaries (to the extent constituting Recourse Indebtedness for which a Group Member is liable) and Restricted Joint Ventures (other than any such Indebtedness that has been Discharged) of (i) the kind described in clauses (a), (c) and (e) of the definition of “Indebtedness,” (ii) Indebtedness evidenced by promissory notes and similar instruments, (iii) letters of credit to the extent of drawn and unreimbursed amounts thereunder and (iv) guarantees in respect of any of the foregoing.

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

“GAAP”: generally accepted accounting principles in the United States.

“Gaming”: casino, race track, racino, video lottery terminal, card club or other gambling activities, including but not limited to, the operation of slot machines, video lottery terminals, table games, pai gow poker, pari-mutuel wagering, sports wagering or other applicable types of wagering.

“Gaming Approvals”: any and all approvals, licenses, findings of suitability, authorizations, registrations, permits, consents, rulings, orders or directives of any Governmental Authority: (1) necessary to enable the Borrower or its Restricted Subsidiaries to engage in a Gaming business (including the business of owning or leasing Real Property or vessels used in the Gaming business) or otherwise to continue to conduct its business substantially as is presently conducted or contemplated to be conducted following the Closing Date, (2) required by any Gaming Law, or (3) required to accomplish the financing and other transactions contemplated hereby

“Gaming Authority”: any governmental agency, authority, board, bureau, commission, department, office or instrumentality with regulatory, licensing or permitting authority or jurisdiction over any Gaming Facility owned by the Borrower or any of its Subsidiaries, or with regulatory, licensing or permitting authority or jurisdiction over any Gaming operation (or a proposed Gaming operation) at a Gaming Facility owned by the Borrower or any of its Subsidiaries.

“Gaming Facility”: any casino, hotel, resort, race track at which pari-mutuel wagering is conducted, racino, off-track wagering site, card club casinos, or venue at which Gaming or wagering is conducted, and all related or ancillary property and assets.

“Gaming Laws”: all applicable provisions of all: (a) constitutions, treaties, statutes or laws governing Gaming Facilities owned by the Borrower or any of its Subsidiaries and rules, regulations, codes and ordinances of, and all administrative or judicial orders or decrees or other laws pursuant to which, any Gaming Authority possesses or exercises regulatory, licensing or permit authority or jurisdiction over Gaming Facilities owned by the Borrower or any of its Subsidiaries; (b) Gaming Approvals; and (c) orders, decisions, determinations, judgments, awards and decrees of any Gaming Authority.

“Governmental Authority”: the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Greektown Lease”: the lease agreement, dated as of May 23, 2019, by and between Greektown Propco LLC, as landlord, and Penn Tenant III, LLC, as tenant, for Greektown Casino-Hotel in Detroit, Michigan, as the same may be amended, amended and restated, supplemented or otherwise modified prior to the date hereof and from time to time in accordance with the terms of this Agreement.

“Group Members”: the collective reference to the Borrower and its Restricted Subsidiaries.

“Guarantee Agreement”: the Guarantee Agreement to be executed and delivered by the Borrower and any Subsidiary Guarantor, substantially in the form of Exhibit A.

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

“Hard Rock Cincinnati Lease”: the lease agreement, dated as of September 20, 2019, by and between Cincinnati Propco LLC, as landlord, and Jack Cincinnati Casino LLC, as tenant, for the real estate assets associated with the Hard Rock Cincinnati Casino, located in Cincinnati, Ohio, as the same may be amended, amended and restated, supplemented or otherwise modified prior to the date hereof and from time to time in accordance with the terms of this Agreement.

“Immaterial Subsidiary”: at any time, any Subsidiary of the Borrower that, as of the last date of the most recently ended four fiscal quarter period on or prior to the date of determination, on a consolidated basis with its respective Subsidiaries and treated as if all such Subsidiaries and their respective Subsidiaries were combined and consolidated as a single Subsidiary, contributes less than 10% of the Total Asset Value.

“Income Property”: any Real Property or assets or vessels (including any personal property ancillary thereto or used in connection therewith) owned, operated or leased or otherwise controlled by the Borrower, any of its Restricted Subsidiaries or any of its Restricted Joint Ventures and earning, or intended to earn, current income, whether from rent, lease payments, operations or otherwise. “Income Property” shall not include any Development Property, Redevelopment Property or undeveloped land. Each Income Property shall continue to be classified as an Income Property hereunder until the Borrower notifies the Administrative Agent (which such notification may be made in a Compliance Certificate) that it desires to reclassify such Real Property as a Redevelopment Property for purposes of this Agreement, upon and after which such property shall be classified as a Redevelopment Property hereunder.

“Increased Amount Date”: as defined in Section 2.21(a).

“Incremental Commitments”: as defined in Section 2.21(a).

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding (i) trade accounts payable and accrued obligations incurred in the ordinary course of business or other accounts payable in the ordinary course of business in accordance with ordinary trade terms, (ii) financing of insurance premiums and (iii) any earn-out obligation or purchase price adjustment until such obligation becomes a liability on the balance sheet (excluding the footnotes thereto) in accordance with GAAP), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (e) with respect to any Finance Leases of such Person, the capitalized amount thereof that would appear on a balance sheet of

such Person prepared as of such date in accordance with GAAP, (f) all Indebtedness of others to the extent secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; provided, that if such obligations have not been assumed, the amount of such Indebtedness included for the purposes of this definition will be the amount equal to the lesser of the Fair Market Value of such property and the amount of the Indebtedness secured, (g) the net amount of the obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements (including swap contracts), (h) all obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances, except obligations in respect of letters of credit issued in support of obligations not otherwise constituting Indebtedness shall not constitute Indebtedness except to the extent such letter of credit is drawn and not reimbursed within 10 Business Days, and (i) all Guarantee Obligations of such Person in respect of Indebtedness of others of the kinds referred to in clauses (a) through (h) above (other than, for the avoidance of doubt, in connection with any completion guarantee); provided, that Indebtedness shall not include any obligations in respect of indemnification, adjustment of purchase price or similar obligations, or from Guarantee Obligations or letters of credit, surety bonds or performance bonds, in each case securing any such obligations of the Borrower or any of the Restricted Subsidiaries, in any case incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantee Obligations in respect of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition) in a principal amount not in excess of the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Borrower and the Restricted Subsidiaries on a consolidated basis in connection with such disposition.

The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner unless recourse is limited, in which case the amount of such Indebtedness shall be the amount such Person is liable therefor (except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor). The amount of Indebtedness of the type described in clause (b) shall be calculated based on the net present value thereof. The amount of Indebtedness of the type referred to in clause (g) above of any Person shall be zero unless and until such Indebtedness becomes due, in which case the amount of such Indebtedness shall be the amount due that is payable by such Person. For the avoidance of doubt, it is understood and agreed that (x) any obligations of such Person in respect of Cash Management Services, (y) any obligations of such Person in respect of employee, consultant or independent contractor deferred compensation and benefit plans and (z) any obligations of such Person in respect of taxes, assessments, governmental charges or levies shall not constitute Indebtedness. For all purposes with respect to this definition, the Indebtedness of the Borrower and its Restricted Subsidiaries shall exclude (i) any obligations under any Master Leases, (ii) intercompany liabilities arising from or associated with cash management, tax, or accounting operations and made in the ordinary course of business and (iii) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business.

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

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

“Information”: as defined in Section 10.16.

“Initial Delayed Draw Term Maturity Date”: has the meaning specified in the definition of “Delayed Draw Term Maturity Date”.

“Initial Multicurrency Revolving Maturity Date”: has the meaning specified in the definition of “Multicurrency Revolving Maturity Date”.

“Initial USD Revolving Maturity Date”: has the meaning specified in the definition of “USD Revolving Maturity Date”.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245(b)(1) of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

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

“Interest Election Request”: a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.10, which shall be substantially in the form of Exhibit G or any other form approved by the Administrative Agent.

“Interest Expense”: for any fiscal period, an amount equal to the sum, without duplication, of the following with respect to (a) all Total Indebtedness and (b) obligations in respect of Swap Agreements: (i) total interest expense, accrued in accordance with GAAP, plus (ii) all capitalized interest determined in accordance with GAAP, plus (iii) the interest portion of payments paid or payable (without duplication) on Finance Leases, plus (iv) interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Agreements and payments made under Swap Agreements relating to interest rates with respect to such period (in each case, including the Borrower’s pro rata share thereof for unconsolidated Restricted Subsidiaries and Restricted Joint Ventures) (excluding, to the extent included in Interest Expense above, (A) the amount of such Interest Expense of any Restricted Subsidiary if the net income of such Restricted Subsidiary is excluded in the calculation of Consolidated Net Income (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Net Operating Income), as determined on a consolidated basis in conformity with GAAP and (B) (i) accretion of accrual of discounted liabilities not constituting Indebtedness, (ii) any expense resulting from the discounting of any outstanding Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (iii) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (iv) any expensing of bridge, commitment or other financing fees (but not revolving loan commitment fees, including, without limitation, any fees associated with the exercise of the option to increase the Facilities), (v) any one-time costs, termination payments, breakage costs and other payments associated with incurring or terminating swaps, derivatives and other hedging obligations and (vi) any amount not payable in cash).

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

“Interest Period”: with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) the Borrower may not select an Interest Period with respect to any Loan that would extend beyond the Maturity Date for such Loan, (iii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iv) no tenor that has been removed from this definition pursuant to Section 2.14(e) shall be available for specification in such Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be

the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment”: with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, by means of any of the following: (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, Guarantee Obligations in respect of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person. Any commitment to make an Investment in any other Person, as well as any option of another Person to require an Investment in such Person, shall constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested, minus the amount received from such investment, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Grade Rating”: a Credit Rating of BBB- or better from S&P, or a Credit Rating of Baa3 or better from Moody’s.

“IRS”: the United States Internal Revenue Service.

“Issuing Lender”: JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Citibank, N.A., Inc., Bank of America, N.A. and any other Lender that agrees to act as an Issuing Lender (in each case, through itself or through one of its designated affiliates or branch offices) with the consent of the Borrower, each in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 3.9. Each Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Lender, in which case the term “Issuing Lender” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Issuing Lender” shall be deemed to be a reference to the relevant Issuing Lender, each Issuing Lender or all Issuing Lenders, as the context may require.

“Issuing Lender Commitment”: with respect to each Issuing Lender, $10,000,000 or such other amount as separately agreed in writing by such Issuing Lender and the Borrower.

“JACK Cleveland/Thistledown Master Lease”: that certain lease agreement, dated as of January 24, 2020, by and among Cleveland Propco LLC and Thistledown Propco LLC, for the real estate assets associated with the Jack Cleveland Casino located in Cleveland, Ohio, and Thistledown Racino, located in North Randall, Ohio, as the same may be amended, amended and restated, supplemented or otherwise modified prior to the date hereof and from time to time in accordance with the terms of this Agreement.

“Judgment Currency”: as defined in Section 10.19.

“Las Vegas Master Lease”: that certain lease agreement, dated as of October 6, 2017, by and among CPLV Property Owner LLC and Claudine PropCo LLC, as landlord, and Desert Palace LLC, Caesars Entertainment Operating Company, Inc., CEOC, LLC and Harrah’s Las Vegas, LLC, as tenant for the properties listed on Exhibit A thereto, as the same may be amended, amended and restated, supplemented or otherwise modified prior to the date hereof and from time to time in accordance with the terms of this Agreement.

“Latest Bridge Facility Termination Date”: the latest to occur of the Venetian Bridge Facility Termination Date and the MGP Bridge Facility Termination Date.

“L/C Commitment”: $40,000,000.

“L/C Disbursement”: a payment made by an Issuing Lender pursuant to a Letter of Creditany Multicurrency L/C Disbursement or USD L/C Disbursement.

“L/C Exposure”: at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all L/C Disbursements that have not yet been

reimbursed by or on behalf of the Borrower at such time. The L/C Exposure of any Lender at any time shall be its Revolving Percentage of the L/C Exposure at such time. 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 Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Lender shall remain in full force and effect until the Issuing Lenders and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

“L/C Obligations”: at any time, an amount equal to the sum of (a) the Dollar Equivalent of the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the Dollar Equivalent of the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“L/C Participants”: the collective reference to all the Revolving Lenders other than the Issuing Lendereach Multicurrency L/C Participant and USD L/C Participant.

“Lender-Related Person”: as defined in Section 10.5(b).

“Lenders”: as defined in the preamble hereto.

“Letters of Credit”: as defined in Section 3.1(a)each Multicurrency Letter of Credit and USD Letter of Credit.

“Liabilities”: any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“Lien”: any mortgage, pledge, deed of trust, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Limited Equity Pledge”: as defined in Section 10.25.

“Limited Equity Pledge Agreement”: as defined in Section 10.25.

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

“Loan Documents”: (a) this Agreement, (b) the Guarantee Agreement, (c) the Notes, (d) any security agreements, pledge agreements, mortgages, deeds of trust or deeds to secure the Borrower’s Obligations and the Guarantee Obligations of the Subsidiary Guarantors under Section 6.16, (e) any document granting a Lien on cash collateral pursuant to Section 8, (f) the fee agreements described in Section 2.6(b), (g) any amendment, waiver, supplement or other modification to any of the foregoing and (h) any other document the Borrower and the Administrative Agent agree shall constitute a Loan Document.

“Loan Parties”: the Borrower and any Subsidiary Guarantors.

“Majority Facility Lenders”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of (a) prior to the Delayed Draw Term Commitment Termination Date, the aggregate amount of the Available Delayed Draw Term Commitments and the outstanding Delayed Draw Term Loans or, (b) the Total Multicurrency Revolving Extensions of Credit or (c) the Total USD Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of theany Revolving Facility, prior to any termination of the Revolving Commitments under such Revolving Facility, the holders of more than 50% of the Ttotal Revolving Commitments under such Revolving Facility); provided, that at all times when two or more Lenders (excluding Defaulting Lenders) are party to the applicable Facility under this Agreement, the term “Majority Facility Lenders” shall in no event mean less than two Lenders party to such Facility.

“Master Leases”: the Regional Master Lease, the Las Vegas Master Lease, the Greektown Lease, the Hard Rock Cincinnati Lease, the JACK Cleveland/Thistledown Master Lease, the Century Master Lease, the MGM Master Lease, any Severance Lease and each Similar Lease entered into after the Closing Date by the Borrower or any of its Restricted Subsidiaries and any other Person (other than the Borrower or a Restricted Subsidiary).

“Material Adverse Effect”: a material adverse effect on (a) the business, property, operations or financial condition of the Borrower 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 Indebtedness”: any Indebtedness the outstanding principal amount of which is in excess of $150,000,000.

“Materials of Environmental Concern”: any substance, material or waste defined or regulated as “hazardous,” “toxic,” “explosive,” “radioactive,” a “contaminant,” a “pollutant” or words of similar meaning under any Environmental Law, including any petroleum or petroleum product, asbestos or asbestos containing material, radon, polychlorinated biphenyls, urea-formaldehyde insulation, per- and polyfluoroalkyl substances and 1,4-dioxane.

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

“Maturity Date”: the Multicurrency Revolving Maturity Date, USD Revolving Maturity Date or the Delayed Draw Term Maturity Date, as applicable.

“Maximum Rate”: as defined in Section 10.21.

“MGM Master Lease”: the lease agreement, dated as of April 25, 2016, between MGP Lessor, LLC, as landlord, and MGM Lessee, LLC, as tenant, for the properties listed on Exhibit A thereto, as the same may be amended, amended and restated, supplemented or otherwise modified prior to the date hereof and from time to time in accordance with the terms of this Agreement.

“MGP Bridge Facility”: the bridge facility referenced in that certain Commitment Letter, dated as of August 4, 2021, among Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc. and the Borrower.

“MGP Bridge Facility Funding Date”: as defined in Section 6.16(a).

“MGP Bridge Facility Termination Date”: the date on which (a) the commitments in respect of the MGP Bridge Facility, and any outstanding loans in respect of the MGP Bridge Facility (if any), are reduced to zero and (b) any guarantees in respect of, and any liens securing, the MGP Bridge Facility are terminated.

“MGP Transactions”: the mergers and other transactions contemplated by the Master Transaction Agreement, dated August 4, 2021, by and among the Borrower, MGM Growth Properties, LLC and their respective affiliates party thereto.

“Moody’s”: as defined in the definition of Cash Equivalents.

“Mortgage Note”: notes receivable of the Group Members which are secured by mortgage Liens on real estate and which are not more than 60 days past due or otherwise in payment default after giving effect to applicable cure periods that has resulted in the commencement of the exercise of remedies.

“Multicurrency L/C Disbursement”: a payment made by an Issuing Lender pursuant to a Multicurrency Letter of Credit.

“Multicurrency L/C Exposure”: at any time, the sum of (a) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Multicurrency Letters of Credit at such time, plus (b) the Dollar Equivalent of the aggregate amount of all Multicurrency L/C Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The Multicurrency L/C Exposure of any Lender at any time shall be its Multicurrency Revolving Percentage of the Multicurrency L/C Exposure at such time. For all purposes of this Agreement, if on any date of determination a Multicurrency Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Multicurrency Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Multicurrency Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Lender shall remain in full force and effect until the Issuing Lenders and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Multicurrency Letter of Credit.

“Multicurrency L/C Obligations”: at any time, an amount equal to the sum of (a) the Dollar Equivalent of the aggregate then undrawn and unexpired amount of the then outstanding Multicurrency Letters of Credit and (b) the Dollar Equivalent of the aggregate amount of drawings under Multicurrency Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“Multicurrency L/C Participants”: the collective reference to all the Multicurrency Revolving Lenders other than the Issuing Lender.

“Multicurrency Letters of Credit”: as defined in Section 3.1(a).

“Multicurrency Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Multicurrency Revolving Loans and participate in Multicurrency Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Multicurrency Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof, including Section 2.7 and Section 2.21. The original amount of the Total Multicurrency Revolving Commitments is $1,250,000,000.

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

“Multicurrency Revolving Exposure”: with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Multicurrency Revolving Loans and its Multicurrency L/C Exposure at such time.

“Multicurrency Revolving Extension Response Date”: as defined in Section 2.23(b).

“Multicurrency Revolving Extensions of Credit”: as to any Multicurrency Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Multicurrency Revolving Loans held by such Lender then outstanding and (b) such Lender’s Multicurrency Revolving Percentage of the Multicurrency L/C Obligations then outstanding, in each case, such amount being determined as the Dollar Equivalent amount.

“Multicurrency Revolving Facility”: the Multicurrency Revolving Commitments and the Loans and extensions of credit made thereunder made thereunder.

“Multicurrency Revolving Facility Fee”: as defined in Section 2.6(a).

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

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

“Multicurrency Revolving Maturity Date”: March 31, 2026 (the “Initial Multicurrency Revolving Maturity Date”), subject to extension as provided in Section 2.23; provided, however, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Multicurrency Revolving Percentage”: as to any Multicurrency Revolving Lender at any time, the percentage which such Lender’s Multicurrency Revolving Commitment then constitutes of the Total Multicurrency Revolving Commitments; provided, that in the case of Section 2.22 when a Defaulting Lender which is a Multicurrency Revolving Lender shall exist, “Multicurrency Revolving Percentage” shall mean the percentage which such Lender’s Multicurrency Revolving Commitment then constitutes of the Total Multicurrency Revolving Commitment (disregarding any Defaulting Lender’s Multicurrency Revolving Commitment). With respect to any Multicurrency Revolving Lender whose Multicurrency Revolving Commitments shall have expired or terminated, “Multicurrency Revolving Percentage” shall mean the percentage which the aggregate principal amount of such Lender’s Multicurrency Revolving Loans then outstanding constitutes of the aggregate principal amount of the Multicurrency Revolving Loans then outstanding, provided, that in the event that the Multicurrency Revolving Loans are paid in full prior to the reduction to zero of the Total Multicurrency Revolving Extensions of Credit, the Multicurrency Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Multicurrency Revolving Extensions of Credit shall be held by the Multicurrency Revolving Lenders on a comparable basis.

“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA and in respect of which the Borrower or a Commonly Controlled Entity participates or is required to make contributions with respect thereto.

“Necessary Distributions”: as defined in Section 7.4.

“Negative Pledge”: with respect to a given asset, any provision of a document, instrument or agreement (other than this Agreement or any Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for the Obligations; provided, that an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge.

“Net Operating Income (“NOI”)”: for any fiscal period, and with respect to any group of related properties or other property, the total rental and other operating income from the operation of such group of related properties or other property, as applicable (including proceeds of rent loss or business interruption insurance) after deducting all expenses and other proper charges incurred by the Borrower, a Restricted Subsidiary or a Restricted Joint Venture of the Borrower in connection with the ownership (or leasing), operation or maintenance of such group of related properties or other property, as applicable, during such fiscal period, including, without limitation, property taxes, assessments and similar charges, insurance costs, rent, utilities, payroll costs, maintenance, repair and opening expenses, marketing expenses, general and administrative expenses and bad debt expenses, in each case, relating to such group of related properties or other property, as applicable, on a standalone basis paid by the Borrower, a Restricted Subsidiary or a Restricted Joint Venture, but (i) before payment or provision for Total Fixed Charges, income taxes, and depreciation, amortization, and other non-cash expenses, all as determined in accordance with GAAP and (ii) excluding losses to the extent covered by insurance and actually reimbursed or otherwise paid by the applicable insurer, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed or paid by the applicable insurer and only to the extent that such amount is (x) not denied by the applicable carrier in writing within 180 days and (y) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days). In the case of Real Property owned by an unconsolidated Restricted Subsidiary or Restricted Joint Venture of the Borrower, Net Operating Income shall be adjusted to reflect the Borrower’s Ownership Share therein.

“New Revolving Commitments”: as defined in Section 2.21(a).

“New Revolving Lender”: as defined in Section 2.21(a).

“New Term Commitments”: as defined in Section 2.21(a).

“New Term Lender”: as defined in Section 2.21(a).

“New Term Loan”: as defined in Section 2.21(a).

“Non-Consenting Lender”: any Lender that (a) does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.1 and (ii) has been approved by the Required Lenders or (b) asserts the illegality or suspension of funding or maintaining SOFR Loans and has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations under this Agreement.

“Non-Experiential Facilities Land”: has the meaning specified in the definition of “Unencumbered Asset Value”.

“Non-Extending Delayed Draw Term Lender”: as defined in Section 2.24(b).

“Non-Extending Multicurrency Revolving Lender”: as defined in Section 2.23(b).

“Non-Extending USD Revolving Lender”: as defined in Section 2.23(c).

“Nonrecourse Indebtedness”: with respect to a Person, Indebtedness for borrowed money (or the portion thereof) in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of “special purpose entity” covenants, failure to maintain insurance, bankruptcy, insolvency, receivership or other similar events and other similar exceptions to recourse liability until a claim is made with respect thereto, and then in the event of any such claim, only a portion of such Indebtedness in an amount equal to the amount of such claim shall no longer constitute “Nonrecourse Indebtedness” for the period that such portion is subject to such claim) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness, including any Equity Interests in such Person.

“Notes”: the collective reference to any promissory note evidencing Loans.

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

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

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

“Obligations”: the unpaid principal of and interest on (including interest 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 and all other obligations and liabilities of the Borrower or any other Loan Party to the Administrative Agent or to any Lender, 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 document with respect to Cash Management Services, any Specified Swap Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the

Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided, however, that the definition of “Obligations” shall not create any guarantee by any Subsidiary Guarantor of (or grant of security interest by any Subsidiary Guarantor to support, as applicable) any Excluded Swap Obligations of such Subsidiary Guarantor for purposes of determining any obligations of any Subsidiary Guarantor.

“Operator”: (a) the lessee of any Income Property owned or leased by the Borrower and (b) the parent company of any such lessee.

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

“Other Taxes”: all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20).

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

“Ownership Share”: with respect to any Subsidiary (other than a Wholly Owned Subsidiary) or any joint venture, the Borrower’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or joint venture determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or joint venture.

“Parent”: with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

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

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

“Participating Member State”: any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Patriot Act”: as defined in Section 10.18.

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

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

“PBGC”: the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Liens”: with respect to any asset, right or property of a Person, (a) Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) which are not at the time required to be paid or discharged under this Agreement, (b) the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which, in each case, are not at the time required to be paid or discharged under this Agreement, (c) Liens consisting

of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar applicable laws, (d) assessment liens and periodic charges imposed under recorded covenants, conditions and restrictions, in each case not yet delinquent, and Liens consisting of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property, minor defects or irregularities in title, or liens, easements, restrictions, or encumbrances securing non-material obligations (other than Liens securing Secured Indebtedness), which do not interfere in any material respect with the ordinary conduct of business of such Person, (e) the rights of tenants and landlords under leases (including ground leases), subleases, licenses or other use agreements, managers under management agreements or franchisors under franchise agreements, in each case, not interfering in any material respect with the ordinary conduct of business of such Person, (f) Liens in favor of the Administrative Agent for its benefit and the benefit of the other Credit Parties and Liens securing any pari passu Indebtedness of the Borrower and its Restricted Subsidiaries that is permitted hereunder and subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent, (g) Liens in existence on the Closing Date and set forth on Schedule 1.1B, (h) judgment and attachment liens on properties in respect of judgments and attachments not constituting an Event of Default, (i) any ground lease that constitutes a Finance Lease, (j) to the extent constituting a Lien, any Permitted Negative JV Pledges, Permitted Transfer Restrictions and any Permitted Sale Restrictions, (k) Liens arising under applicable Gaming Laws or laws involving the sale, distribution and possession of alcoholic beverages, (l) Liens and other quasi-security arrangements arising under foreign law or in any foreign jurisdiction and substantially similar in nature to the Liens described in clauses (a) through (k), (m) Liens securing the MGP Bridge Facility or the Venetian Bridge Facility and (n) Liens securing intercompany Indebtedness in favor of (i) the Borrower or any Subsidiary Guarantor or (ii) a Wholly Owned Subsidiary that is not a Subsidiary Guarantor (so long as any such Lien granted in favor of a Wholly Owned Subsidiary is not granted by a Loan Party).

“Permitted Negative JV Pledges”: with respect to property of any Controlled JV Subsidiary, Negative Pledge provisions in respect thereof for the benefit of the minority holder of such Controlled JV Subsidiary so long as the Borrower or Wholly Owned Subsidiary that owns Equity Interests of such Controlled JV Subsidiary has the right and ability to exercise either (a) a buy-sell right with respect to the ownership interests in the Controlled JV Subsidiary or (b) a right to offer for sale the assets of the Controlled JV Subsidiary, and pursuant to the exercise of either such right cause such assets to be fully owned or ground leased directly by the Borrower or a Wholly Owned Subsidiary of the Borrower or sold for cash at a price reasonably satisfactory to the Borrower; provided, that (i) the applicable joint venture agreement shall provide that any buy-sell or sale process must be consummated within 120 days of the exercise thereof and (ii) there shall be no restriction, lock-out or other limitation on when such buy-sell or sale process can be invoked or exercised.

“Permitted Replacement Lease”: (a) a new lease entered into with a Person that has, in the reasonable judgment of the Borrower, sufficient experience (directly or through its subsidiaries) operating or managing casinos (and/or properties similar to those properties leased pursuant to such lease in the case of any non-gaming properties) or is owned, controlled or managed by a Person with such experience, to operate the properties subject to the contemplated Permitted Replacement Lease and, to the extent applicable, is licensed or certified by applicable authorities to operate the properties subject to the contemplated Permitted Replacement Lease as of the initial date of the effectiveness of the applicable Permitted Replacement Lease or (b) any assignment of any Significant Master Lease to a Person satisfying the requirements of the foregoing clause (a); provided, that in the case of clauses (a) and (b), no such lease may contain terms and provisions that would have been prohibited under Section 7.5 if such terms and provisions had been effected pursuant to an amendment or modification of any Significant Master Lease.

“Permitted Sale Restrictions”: obligations, encumbrances or restrictions contained in any agreement for the disposition or sale of any assets, properties or Equity Interests restricting the creation of Liens on, or the sale, transfer or other disposition of Equity Interests or property that is subject to, such property or assets pending such sale; provided that the encumbrances and restrictions apply only to the Subsidiary or assets that are subject to such sale or disposition agreement.

“Permitted Transfer Restrictions”: (a) reasonable and customary restrictions on transfer, mortgage liens, pledges and changes in beneficial ownership arising under management agreements, franchise agreements and ground leases entered into in the ordinary course of business (including in connection with any acquisition or development of any applicable property, without regard to the transaction value), including rights of first offer or refusal arising under such agreements and leases, in each case, that limit, but do not prohibit, sale or mortgage

transactions, and (b) reasonable and customary obligations, encumbrances or restrictions contained in agreements not constituting Indebtedness entered into with limited partners or members of the Borrower or of any other Subsidiary of VICI imposing obligations in respect of contingent obligations to make any tax “make whole” or similar payment arising out of the sale or other transfer of assets reasonably related to such limited partners’ or members’ interest in the Borrower or such Subsidiary pursuant to “tax protection” or other similar agreements.

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

“Plan”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is at such time (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulations”: 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA.

“Pricing Grids”: the tables set forth below (the “Ratings Based Pricing Grids”).

For Revolving Loans


Range of Credit Ratings (S&P/Fitch Ratings/Moody’s)	Applicable Margin for Revolving Loans which are SOFRTerm Benchmark Loans, SOFR Loans or RFR Loans (% per annum)	Applicable Margin for Revolving Loans which are ABR Loans or Canadian Prime Rate Loans (% per annum)	Facility Fee Percentage (% per annum)
BBB+/Baa1 or better	0.775%	0.00%	0.15%
BBB/Baa2	0.85%	0.00%	0.20%
BBB-/Baa3	1.05%	0.05%	0.25%
BB+/Ba1	1.20%	0.20%	0.30%
below BB+/Ba1 or unrated	1.325%	0.325%	0.375%

For Delayed Draw Term Loans


Range of Credit Ratings (S&P/Fitch Ratings /Moody’s)	Applicable Margin for Delayed Draw Term Loans which are SOFR Loans (% per annum)	Applicable Margin for Delayed Draw Term Loans which are ABR Loans (% per annum)	Facility Fee Percentage (% per annum)
BBB+/Baa1 or better	0.85%	0.00%	0.15%
BBB/Baa2	0.95%	0.00%	0.20%
BBB-/Baa3	1.20%	0.20%	0.25%
BB+/Ba1	1.40%	0.40%	0.30%
below BB+/Ba1 or unrated	1.60%	0.60%	0.375%

For purposes of the Ratings Based Pricing Grids, if at any time the Borrower has two (2) Credit Ratings, the Applicable Margin and Facility Fee Percentage shall be the rate per annum applicable to the highest Credit Rating; provided, that if the highest Credit Rating and the lowest Credit Rating are more than one ratings category apart, the Applicable Margin and Facility Fee Percentage shall be the rate per annum applicable to Credit Rating that is one ratings category below the highest Credit Rating. If at any time the Borrower has three (3) Credit Ratings, and such Credit Ratings are split, then: (A) if the difference between the highest and the lowest such Credit Ratings is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), the Applicable Margin and Facility Fee Percentage shall be the rate per annum that would be applicable if the highest of the Credit Ratings were used; and (B) if the difference between such Credit Ratings is two ratings categories (e.g. Baa1 by Moody’s and BBB- by S&P or Fitch) or more, the Applicable Margin and Facility Fee Percentage shall be the rate per annum that

would be applicable if the average of the two (2) highest Credit Ratings were used; provided, that if such average is not a recognized rating category, then the Applicable Margin and Facility Fee Percentage shall be the rate per annum that would be applicable if the second highest Credit Rating of the three were used. If at any time the Borrower has only one Credit Rating (and such Credit Rating is from Moody’s or S&P), the Applicable Margin and Facility Fee Percentage shall be the rate per annum applicable to such Credit Rating. If the Borrower does not have a Credit Rating from either Moody’s or S&P, the Applicable Margin and Facility Fee Percentage shall be the rate per annum applicable to a Credit Rating of “below BB+/Ba1 or unrated” in the tables above.

A change (if any) in the Applicable Margin and Facility Fee Percentage shall be effective immediately as of the date on which any of the rating agencies announces a change in the Credit Rating or the date on which the Borrower no longer has a Credit Rating from one of the rating agencies or the date on which the Borrower has a Credit Rating from a rating agency that had not provided a Credit Rating for the Borrower on the day immediately preceding such date, whichever is applicable.

“Primary Disqualified Institution”: has the meaning specified in the definition of “Disqualified Institutions”.

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

“Proceeding”: any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

“Prohibited Transaction”: as defined in Section 406 of ERISA and Section 4975(c) of the Code.

“Projections”: as defined in Section 6.2(b).

“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.

“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).

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

“Ratings Based Pricing Grids”: as defined in the definition of “Pricing Grids”.

“Real Property”: (i) each parcel of real property leased or operated by the Borrower, its Restricted Subsidiaries or a Restricted Joint Venture of the Borrower, whether by lease, license or other use or occupancy agreement, and (ii) each parcel of real property owned by the Borrower, its Restricted Subsidiaries or a Restricted Joint Venture of the Borrower, together with all buildings, structures, improvements and fixtures located thereon, together with all easements, licenses, rights, privileges, appurtenances, interests and entitlements related thereto.

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

“Recourse Indebtedness”: any Indebtedness that is not Nonrecourse Indebtedness.

“Redevelopment Property”: any real property owned or leased under an Eligible Ground Lease by the Borrower, its Restricted Subsidiaries or its Restricted Joint Ventures that operates or is intended to operate as an Income Property (a) that is designated by the Borrower in a notice to the Administrative Agent as a “Redevelopment

Property”, (b) (X) that has been acquired by the Borrower, any of its Restricted Subsidiaries or any of its Restricted Joint Ventures with a view toward renovating or rehabilitating such real property at an aggregate anticipated cost of at least 10% of the acquisition cost thereof and such renovation or rehabilitation is expected to disrupt the occupancy of at least 25% of the square footage of such property or (Y) that the Borrower, any of its Restricted Subsidiaries or any of its Restricted Joint Ventures intends to renovate or rehabilitate at an aggregate anticipated cost in excess of 10% of the Capitalized Value of such real property immediately prior to such renovation or rehabilitation and such renovation or rehabilitation is expected to temporarily reduce the Adjusted NOI attributable to such property by at least 25% as compared to the immediately preceding comparable prior period and (c) that does not qualify as a “Development Property”. Each Redevelopment Property shall continue to be classified as a Redevelopment Property hereunder until (a) such Real Property has had at least one full quarter of operating results and (b) the Borrower notifies the Administrative Agent that it elects to reclassify such Real Property as an Income Property for purposes of this Agreement, upon and after which such property shall be classified as an Income Property hereunder. For all purposes of the Loan Documents, it is understood that in the case of any redevelopment of a portion of an existing Real Property, the portion associated with such redevelopment may, at the election of the Borrower, be classified as a Redevelopment Property while the existing portion thereof not subject to such redevelopment project remains an Income Property (and only the portion classified as a Redevelopment Property shall be count against the concentration limitations in Unencumbered Asset Value).

“Reference Time”: with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Adjusted Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) if the RFR for such Benchmark is the Adjusted EURIBOR Rate, 11:00 a.m. Brussels time two TARGET Days preceding the date of such setting, (3) if such Benchmark is the Adjusted Daily Simple SORFR for Sterling, then four RFR Business Days prior to such setting, (4) if such Benchmark is the Adjusted Daily Simple RFR for Dollars, then four RFR Business Days prior to such setting, (5) if such Benchmark is the AUD Rate, 11:00 a.m. Sydney, Australia time on the date of such setting, (6) if such Benchmark is the Adjusted CDOR Rate, 10:15 a.m. Toronto, Ontario time on the date of such setting or (37) if such Benchmark is none of the Term SOFR Rate or Daily Simple SOFRforegoing, the time determined by the Administrative Agent in its reasonable discretion.

“Regional Master Lease”: that certain lease agreement, dated as of October 6, 2017, by and among CEOC and the entities listed on Schedule A thereto, as landlord, and the entities listed on Schedule B thereto, as tenant, for the properties listed on Exhibit A thereto, as the same may be further amended, amended and restated, supplemented or otherwise modified prior to the date hereof and from time to time in accordance with the terms of this Agreement.

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

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

“Regulations of the Board”: Regulations T, U and X of the Board as in effect from time to time.

“Reimbursement Obligation”: the obligation of the Borrower to reimburse the Issuing Lenders pursuant to Section 3.5 for amounts drawn under Letters of Credit.

“REIT”: a “real estate investment trust” under Sections 856 through 860 of the Code.

“Related Businesses”: the development, ownership, leasing or operation of Experiential Facilities, hotel facilities, retail facilities and entertainment facilities related or ancillary to Experiential Facilities, hotel facilities, retail facilities, entertainment facilities and land held for potential development or under development as Experiential Facilities, hotel facilities, retail facilities and entertainment facilities (including related or ancillary uses and including Investments in any such Related Businesses or assets related thereto).

“Related Parties”: with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Relevant Documents”: as defined in Section 10.24.

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

“Relevant Rate”: (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Adjusted Term SOFR Rate, (ii) with respect to any RFRTerm Benchmark Borrowing denominated in Euros, the Adjusted Daily Simple SOFR orEURIBOR Rate, (iii) with respect to any Daily SOFRTerm Benchmark Borrowing denominated in Canadian Dollars, the Adjusted Floating Overnight Daily SOFR RateCDOR Rate, (iv) with respect to any Term Benchmark Borrowing denominated in Australian Dollars, the Adjusted AUD Rate or (v) with respect to any RFR Borrowing denominated in Sterling or Dollars, the applicable Adjusted Daily Simple RFR, as applicable.

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

“Replacement Delayed Draw Term Lender”: as defined in Section 2.24(b)(2).

“Replacement Multicurrency Revolving Lender”: as defined in Section 2.23(b)(2).

“Replacement USD Revolving Lender”: as defined in Section 2.23(c)(2).

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty (30) day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“Required Guarantor”: each Domestic Subsidiary of the Borrower that has any outstanding unsecured Recourse Indebtedness in excess of $10,000,000 (including, for the avoidance of doubt, any Guarantee Obligation in respect of the Senior Indentures or other such Recourse Indebtedness) excluding (i) intercompany Indebtedness between or among the Borrower and its Restricted Subsidiaries, (ii) Indebtedness of any non-Wholly Owned Subsidiary unless such non-Wholly Owned Subsidiary of the Borrower guarantees unsecured Recourse Indebtedness in excess of $10,000,000 of the Borrower (other than intercompany Indebtedness between or among the Borrower and its Restricted Subsidiaries) and (iii) any Indebtedness of a Subsidiary assumed in connection with the acquisition of such Subsidiary and not in contemplation thereof (including refinancings thereof); provided that VICI Note Co. Inc. shall not constitute a Required Guarantor hereunder so long as such entity has no material assets or revenue.

“Required Lenders”: at any time, subject to Section 2.22(b), the holders of more than 50% of the sum of (a) (i) prior to the Delayed Draw Term Commitment Termination Date, the aggregate amount of the Available Delayed Draw Term Commitments plus (ii) the aggregate unpaid principal amount of the Delayed Draw Term Loans, plus (b) the Total Multicurrency Revolving Commitments then in effect or, if the Multicurrency Revolving Commitments have been terminated, the Total Multicurrency Revolving Extensions of Credit then outstanding, plus (c) the Total USD Revolving Commitments then in effect or, if the USD Revolving Commitments

have been terminated, the Total USD Revolving Extensions of Credit then outstanding; provided, that at all times when two or more Lenders (excluding Defaulting Lenders) are party to this Agreement, the term “Required Lenders” shall in no event mean less than two Lenders.

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

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

“Responsible Officer”: the chief executive officer, president, chief financial officer, chief operating officer, treasurer, assistant treasurer, chief accounting officer, executive vice president, senior vice president or secretary of the Borrower, the general partner of the Borrower or the sole member of the general partner of the Borrower, but in any event, with respect to financial matters, the chief financial officer, the chief accounting officer or treasurer, assistant treasurer of the Borrower, the general partner of the Borrower or the sole member of the general partner of the Borrower.

“Restricted Joint Venture”: means any unconsolidated joint venture of the Borrower or any of its Restricted Subsidiaries (and excluding any Unrestricted Subsidiary or joint venture directly or indirectly owned by an Unrestricted Subsidiary).

“Restricted Payments”: (a) any dividend or other distribution, direct or indirect, on account of any Equity Interest of the Borrower or any of its Restricted Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of Equity Interests to the holders of that class, (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of the Borrower or any of its Restricted Subsidiaries now or hereafter outstanding and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of the Borrower or any of its Restricted Subsidiaries now or hereafter outstanding.

“Restricted Subsidiary”: any Subsidiary of the Borrower that is not an Unrestricted Subsidiary

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

“Revolving Borrowing”: Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect.

“Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof, including Section 2.7 and Section 2.21. The original amount of the Total Revolving Commitments is $2,500,000,000.

“Revolving Commitment Period”: the period from and including the Closing Date to the Multicurrency Revolving Maturity DateCommitments and the USD Revolving Commitments, as applicable.

“Revolving Exposure”: with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loan and its L/C Exposure at such time.

“Revolving Extension Response Date”: as defined in Section 2.23(b).

“Revolving Extensions of Credit”: as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding and (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding.the Multicurrency Revolving Extensions of Credit and/or the USD Revolving Extensions of Credit, as applicable.

“Revolving Facility”: the Revolving Commitments and the Loans and extensions of credit made thereunder made thereundereach of the Multicurrency Revolving Facility and USD Revolving Facility, as applicable.

“Revolving Lender”: each Lender that has aof the Multicurrency Revolving Commitment or that holdsLenders and each of the USD Revolving LoansLenders, as applicable.

“Revolving Loans”: as defined in Section 2.4(a)the Multicurrency Revolving Loans and the USD Revolving Loans.

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

“Revolving Maturity Date”: March 31, 2026 (the “Initial Revolving Maturity Date”), subject to extension as provided in Section 2.23; provided, however, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Revolving Percentage”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments; provided, that in the case of Section 2.22 when a Defaulting Lender which is a Revolving Lender shall exist, “Revolving Percentage” shall mean the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitment (disregarding any Defaulting Lender’s Revolving Commitment). With respect to any Revolving Lender whose Revolving Commitments shall have expired or terminated, “Revolving Percentage” shall mean the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding, provided, that in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Revolving Extensions of Credit, the Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Revolving Lenders on a comparable basis.

“RFR Borrowing”: as to any Borrowing, the RFR Loans comprising such Borrowing.

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

“RFR Interest Day”: has the meaning specified in the definition of “Daily Simple RFR”.

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

“S&P”: Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“Sanctioned Country”: at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).

“Sanctioned Person”: at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person organized or resident in a Sanctioned Country, (c) any Person directly or indirectly 50% of more owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) or (d) any Person otherwise the subject of any Sanctions.

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

“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Secured Indebtedness”: the portion of Total Indebtedness which is secured by a Lien on any Real Property, personal property or other assets (excluding any Indebtedness secured solely by Equity Interests).

“Secured Leverage Ratio”: as defined in Section 7.1(c).

“Secured Parties”: collectively, the Lenders, the Administrative Agent, the Issuing Lenders, each counterparty to an agreement in respect of Cash Management Services, each counterparty to a Specified Swap Agreement and each sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(d).

“Senior Indentures”: collectively, the Existing Senior Indentures and any other indenture or other agreement entered into in connection with any Senior Unsecured Notes.

“Senior Unsecured Notes”: collectively, the Existing Senior Unsecured Notes and any Additional Senior Unsecured Notes.

“Severance Lease”: any “Severance Lease” (as defined in the Las Vegas Master Lease and the Regional Master Lease as of the Closing Date) and any similar leases permitted under any of the other Master Leases.

“Significant Acquisition”: any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in the acquisition (including, without limitation, a merger or consolidation or any other combination with another Person) by one or more of the Borrower and its Restricted Subsidiaries of properties or assets of a person (or the capital stock of a person) for a purchase price in excess of 5% of Total Asset Value or its foreign currency equivalent.

“Significant Master Lease”: a Master Lease that provides for annual rent payable in excess of an amount equal to 20% of EBITDA of the Borrower on a consolidated basis for the four fiscal quarter period most recently ended for which financial statements have been delivered pursuant to Section 6.1(a) or (b).

“Similar Lease”: a lease that is entered into by the Borrower or a Restricted Subsidiary with another Person (other than the Borrower or a Restricted Subsidiary) for the purpose of, or with respect to operating or managing Experiential Facilities of the Borrower or its Restricted Subsidiaries.

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

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

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

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

“SOFR Loans”: RFR Loans denominated in Dollars, Term SOFR Loans and Daily SOFR Loans.

“SOFR Rate Day”: has the meaning specified in the definition of “Daily Simple SOFR”.

“Solvent”: as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts, including contingent debts, as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities, including contingent debts and liabilities, beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinary course of business and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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

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

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

“Specified Jurisdictions”: each of Canada, the United Kingdom, Ireland, France, Spain, Italy, Germany, Netherlands, Belgium, Switzerland, Luxembourg, Australia, New Zealand, Japan, Singapore, Sweden, Finland, Norway and such other jurisdictions as may be approved by the Administrative Agent.

“Specified Transaction”: (a) any incurrence or repayment of Indebtedness (other than for working capital purposes or under any revolving facility), (b) any Investment that results in a Person becoming a Subsidiary of the Borrower, (c) any acquisition that results in a Person becoming a Subsidiary of the Borrower, (d) any disposition that results in a Subsidiary ceasing to be a Subsidiary of Borrower, (e) any acquisition of assets constituting a business unit, line of business or division of another Person or constituting an Investment (other than intercompany Indebtedness or Investments in cash and cash equivalents) or an acquisition of Real Property or interests in Real Property, in each case under this clause (e), with a fair market value of at least 5% of Total Asset Value or constituting all or substantially all of the assets of a Person and (f) any disposition permitted under Section 7.3 of (i) Real Property or interests in Real Property with a fair market value of at least 5% of Total Asset Value, a business unit, line of business or division of Parent or any of its Subsidiaries or (ii) a Subsidiary or all or substantially all of the assets of a Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

“Specified Swap Agreement”: any Swap Agreement (a) that is in effect on the Closing Date or is entered into after the Closing Date, between (i) the Borrower or any of its Subsidiaries and (ii) the Administrative Agent, any Lender or any Affiliate of the foregoing, or any Person that was the Administrative Agent, a Lender or an Affiliate of the foregoing when such Swap Agreement was entered into (or as of the Closing Date in the case of a Swap Agreement in effect as of the Closing Date) and (b) which has been designated by such Lender and the

Borrower, by notice to the Administrative Agent not later than 90 days after the execution and delivery thereof (or 90 days after the Closing Date in the case of Swap Agreements in effect as of the Closing Date) by the Borrower or such Subsidiary, as a Specified Swap Agreement; provided, that this clause (b) shall not apply to any Swap Agreement that is entered into by (i) the Borrower or any of its Subsidiaries and (ii) the Administrative Agent or any of its Affiliates.

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

“Sterling” or “£”: the lawful currency of the United Kingdom.

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantor”: each Domestic Subsidiary that is a Required Guarantor and that executes the Guarantee Agreement or a supplement thereto. The Subsidiary Guarantors on the Closing Date are listed on Schedule SG.

“Substantial Amount”: at the time of determination thereof, an amount in excess of 20.00% of Total Asset Value at such time of the Borrower and its Subsidiaries determined on a consolidated basis.

“Supported QFC”: as defined in Section 10.23.

“Swap Agreement”: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap Agreement”.

“Swap Obligations”: with respect to any Person, any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction, including any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

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

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

“Taxes”: all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tenancy Lease”: operating leases, subleases, licenses, occupancy agreements and rights-of-use entered into by the Borrower or any of its Restricted Subsidiaries in its capacity as a lessor or a similar capacity in the ordinary course of business that do not materially and adversely affect the use of the real property encumbered thereby for its intended purpose.

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

“Term Benchmark Borrowing”: as to any Borrowing, the Term Benchmark Loans comprising such Borrowing.

“Term Benchmark Loan”: a Loan that bears interest at a rate based on the Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted AUD Rate or Adjusted CDOR Rate.

“Term Benchmark Tranche”: the collective reference to Term Benchmark Loans of the same currency 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).

“Term SOFR Determination Day”: has the meaning specified in the definition of “Term SOFR Reference Rate”.

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

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

“Total Asset Value”: as of any date of determination, the sum of the following without duplication: (a) the sum of the Asset Values for all assets constituting Income Properties, Development Properties, Redevelopment Properties or undeveloped land owned or leased under an Eligible Ground Lease by the Borrower, its Restricted Subsidiaries and Restricted Joint Ventures as of such date, plus (b) an amount (but not less than zero) equal to all unrestricted cash and Cash Equivalents on hand of the Borrower and its Restricted Subsidiaries as of such date that is not netted, without duplication, in the calculation of Total Leverage Ratio or Secured Leverage Ratio, plus (c) earnest money deposits associated with potential acquisitions as of such date, plus (d) the book value (determined in accordance with GAAP but determined without giving effect to (i) any depreciation or amortization or (ii) any adjustments in respect of unrealized expected credit losses required under FASB ASC 326) of all other

Investments (other than in unconsolidated Restricted Subsidiaries and joint ventures) held by the Borrower and its consolidated Restricted Subsidiaries as of such date (exclusive of goodwill and other intangible assets). Total Asset Value shall be adjusted in the case of assets owned (including unrestricted cash and Cash Equivalents) or leased by unconsolidated Restricted Subsidiaries and Restricted Joint Ventures to reflect the Borrower’s Ownership Share therein.

“Total Delayed Draw Term Commitment”: the sum of the Delayed Draw Term Commitments of all the Lenders.

“Total EBITDA”: for any fiscal period, total EBITDA of the Borrower and its consolidated Restricted Subsidiaries and the Borrower’s Ownership Share of EBITDA of unconsolidated Restricted Subsidiaries and Restricted Joint Ventures.

“Total Fixed Charges”: for any fiscal period, an amount equal to the sum of (i) Interest Expense, (ii) regularly scheduled installments of principal payable with respect to all Total Indebtedness (but excluding any balloon, bullet or similar payments due at maturity and principal payments with respect to intercompany Indebtedness) and (iii) all cash dividend payments due to the holders of any preferred shares of beneficial interest of the Borrower other than (a) redemption payments or charges in connection with the redemption of preferred capital stock, (b) prior to and including the date that is 90 days following the closing of the merger with MGM Growth Properties LLC, redemption payments to be made in connection with the MGP Transactions and (c) dividends or distributions paid or payable to the Borrower or any of its Restricted Subsidiaries. For the avoidance of doubt, the components of Total Fixed Charges relating to unconsolidated Restricted Subsidiaries or Restricted Joint Ventures shall be adjusted to reflect the Borrower’s Ownership Share therein.

“Total Indebtedness”: all Funded Indebtedness of the Borrower and its consolidated Restricted Subsidiaries and the pro rata share of all Funded Indebtedness of unconsolidated Restricted Subsidiaries and Restricted Joint Ventures. Notwithstanding anything to the contrary set forth herein, until the earlier of (A) the consummation of each Significant Acquisition and (B) the date on which the acquisition agreement with respect to such Significant Acquisition terminates or expires, any Funded Indebtedness incurred by the Borrower to finance such Significant Acquisition shall be disregarded for the purpose of determining compliance with the Financial Ratios to the extent that, and so long as, (a) either (x) the cash proceeds of such Funded Indebtedness are held in escrow on customary terms or (y) such Indebtedness is subject to customary special mandatory redemption option in the event such Significant Acquisition is not consummated, and the cash proceeds of such Funded Indebtedness are held by the Borrower as unrestricted cash or cash equivalents and (b) the cash proceeds of such Funded Indebtedness are not otherwise included as cash or Cash Equivalents for any purpose under this Agreement.

“Total Leverage Ratio”: as defined in Section 7.1(a).

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

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

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

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

“Trade Date”: as defined in Section 10.6(f)(i).

“Type”: when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted Term SOFR Rate, the Alternate Base Rate, the Adjusted EURIBOR Rate, the Adjusted AUD Rate, the Adjusted CDOR Rate, the

Adjusted Daily Simple RFR, the Adjusted Floating Overnight Daily SOFR Rate or the Adjusted Daily Simple SOFRCentral Bank Rate for the applicable Agreed Currency.

“UK Financial Institutions”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from 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.

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

“Unencumbered Asset Value”: as of any date of determination, the sum of the following without duplication: (a) the sum of the Asset Values of all Unencumbered Properties as of such date, plus (b) the sum of the book value (determined in accordance with GAAP but without giving effect to (1) any depreciation or amortization or (2) any adjustments in respect of unrealized expected credit losses required under FASB ASC 326) of all other Investments constituting first priority Mortgage Notes held by the Borrower and its Restricted Subsidiaries as of such date so long as (i) the real estate securing such Mortgage Note meets the criteria for an Unencumbered Property (other than clauses (1) and (3) of the definition thereof) and (ii) such Mortgage Note is owned by the Borrower, a Subsidiary Guarantor or a Wholly Owned Subsidiary of the Borrower that is not liable for any Recourse Indebtedness in excess of $10,000,000 (other than any unsecured intercompany indebtedness between or among the Borrower and its Restricted Subsidiaries), plus (c) an amount (but not less than zero) equal to all unrestricted cash and Cash Equivalents on hand of the Borrower and its consolidated Restricted Subsidiaries as of such date that is not netted in the calculation of Unsecured Leverage Ratio; provided, however, that (i) the portion of the Unencumbered Asset Value attributable to undeveloped land, Redevelopment Properties and Development Properties, in the aggregate, that exceeds 15% of the Unencumbered Asset Value shall be excluded from Unencumbered Asset Value, (ii) the portion of the Unencumbered Asset Value attributable to undeveloped land that exceeds 10% of the Unencumbered Asset Value shall be excluded from Unencumbered Asset Value, (iii) the portion of the Unencumbered Asset Value attributable to assets held by a Controlled JV Subsidiary that, in the aggregate, exceeds 20% of the Unencumbered Asset Value shall be excluded from Unencumbered Asset Value, (iv) the portion of the Unencumbered Asset Value attributable to undeveloped land, Income Properties, Redevelopment Properties or Development Properties, in each case that are (A) not currently and (B) not currently being developed or redeveloped into, Experiential Facilities (the foregoing, “Non-Experiential Facilities Land”) that, in the aggregate, exceeds 20% of the Unencumbered Asset Value shall be excluded from Unencumbered Asset Value, (v) the portion of Unencumbered Asset Value attributable to Mortgage Notes that exceeds 15% of the Unencumbered Asset Value shall be excluded from Unencumbered Asset Value, (vi) the portion of Unencumbered Asset Value attributable to Unencumbered Properties located in Specified Jurisdictions (other than Canada) that exceeds 25% of the Unencumbered Asset Value shall be excluded from Unencumbered Asset Value and (vii) the portion of Unencumbered Asset Value attributable to (w) undeveloped land, Redevelopment Properties and Development Properties, (x) assets held by a Controlled JV Subsidiary, (y) Non-Experiential Facilities Land, and (z) Mortgage Notes that, collectively, exceeds 35% of the Unencumbered Asset Value shall be excluded from Unencumbered Asset Value.

“Unencumbered NOI”: for any fiscal period, the total Adjusted NOI attributable to all Unencumbered Properties for such period.

“Unencumbered Property”: Any Real Property that meets each of the following criteria as of the date of determination (with each such Real Property that meets such criteria being an Unencumbered Property, as designated by the Borrower in any Compliance Certificate):

1. Such Real Property is 100% fee owned or subject to an Eligible Ground Lease, by (x) the Borrower, (y) a Subsidiary Guarantor or (z) a Wholly Owned Subsidiary of the Borrower or a Controlled JV Subsidiary, in each case of this clause (z) that is not liable for any Recourse Indebtedness (other than intercompany Indebtedness (provided, that if such Indebtedness is

secured, any associated Liens shall be in favor of the Borrower or a Wholly Owned Subsidiary) or Indebtedness in an amount less than $10,000,000); provided, that if such property is owned (or, in the case of an Eligible Ground Lease, leased) by any Restricted Subsidiary, the Borrower’s direct and indirect equity interests in such Restricted Subsidiary are not subject to any Lien (other than Permitted Liens) or any negative pledge agreement or other agreement that, in either case, prohibits the creation of a lien to secure the Obligations (other than Negative Pledges permitted by Section 7.9).

2. Such Real Property is an Income Property, a Development Property, a Redevelopment Property or undeveloped land.

3. Such Real Property is not otherwise directly or indirectly subject to any Lien (other than Permitted Liens (but not Permitted Liens described in clause (g) of such definition)) or any negative pledge agreement or other agreement that prohibits the creation of a Lien to secure the Obligations (other than Negative Pledges permitted by Section 7.9).

4. Such Real Property is free of any material environmental issues and is in material compliance with all environmental laws and regulations, in each case, except as would not materially impact the value of such Real Property.

5. The buildings and improvements on such Real Property are free of any material defects which would materially detract from the profitable operation of such Real Property.

6. Such Real Property is located in the United States or a Specified Jurisdiction.

7. Such Real Property is owned or leased pursuant to an Eligible Ground Lease by a Person that is not subject to an event of the type described in Section 8(f).

8. Such Real Property is not subject to any laws that prohibit, in whole or in part, the owner (or, in the case of an Eligible Ground Lease, the lessee thereunder) from granting a Lien to secure the Obligations (other than notification requirements and requirements to obtain customary Gaming Approvals that would reasonably be expected to be granted in the ordinary course).

“United States”: the United States of America.

“Unrestricted Subsidiary”: any Subsidiary of the Borrower designated as such on Schedule 6.15 hereto as of the Closing Date, or after the Closing Date pursuant to Section 6.15, and includes any Subsidiary of an Unrestricted Subsidiary.

“Unsecured Indebtedness”: the outstanding principal amount of Total Indebtedness that is not Secured Indebtedness.

“Unsecured Interest Coverage Ratio”: as defined in Section 7.1(e).

“Unsecured Interest Expense”: for any fiscal period, the amount of actual Interest Expense on Unsecured Indebtedness.

“Unsecured Leverage Ratio”: as defined in Section 7.1(d).

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

“U.S. Person”: a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolutions Regimes”: as defined in Section 10.23.

“U.S. Tax Compliance Certificate”: as defined in Section 2.17(f)(ii)(B)(3).

“USD L/C Disbursement”: a payment made by an Issuing Lender pursuant to a USD Letter of Credit.

“USD L/C Exposure”: at any time, the sum of (a) the aggregate undrawn amount of all outstanding USD Letters of Credit at such time, plus (b) the aggregate amount of all USD L/C Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The USD L/C Exposure of any Lender at any time shall be its USD Revolving Percentage of the USD L/C Exposure at such time. For all purposes of this Agreement, if on any date of determination a USD Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the USD Letter of Credit itself, or if compliant documents have been presented but not yet honored, such USD Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Lender shall remain in full force and effect until the Issuing Lenders and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any USD Letter of Credit

“USD 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 USD Letters of Credit and (b) the aggregate amount of drawings under USD Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“USD L/C Participants”: the collective reference to all the USD Revolving Lenders other than the Issuing Lender.

“USD Letters of Credit”: as defined in Section 3.1(a).

“USD Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make USD Revolving Loans and participate in Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “USD Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof, including Section 2.7 and Section 2.21. The original amount of the Total USD Revolving Commitments is $1,250,000,000.

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

“USD Revolving Exposure”: with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s USD Revolving Loans and its USD L/C Exposure at such time.

“USD Revolving Extension Response Date”: as defined in Section 2.23(c).

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

“USD Revolving Facility”: the USD Revolving Commitments and the Loans and extensions of credit made thereunder made thereunder.

“USD Revolving Facility Fee”: as defined in Section 2.6(a).

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

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

“USD Revolving Maturity Date”: March 31, 2026 (the “Initial USD Revolving Maturity Date”), subject to extension as provided in Section 2.23; provided, however, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“USD Revolving Percentage”: as to any USD Revolving Lender at any time, the percentage which such Lender’s USD Revolving Commitment then constitutes of the Total USD Revolving Commitments; provided, that in the case of Section 2.22 when a Defaulting Lender which is a USD Revolving Lender shall exist, “USD Revolving Percentage” shall mean the percentage which such Lender’s USD Revolving Commitment then constitutes of the Total USD Revolving Commitment (disregarding any Defaulting Lender’s USD Revolving Commitment). With respect to any USD Revolving Lender whose USD Revolving Commitments shall have expired or terminated, “USD Revolving Percentage” shall mean the percentage which the aggregate principal amount of such Lender’s USD Revolving Loans then outstanding constitutes of the aggregate principal amount of the USD Revolving Loans then outstanding, provided, that in the event that the USD Revolving Loans are paid in full prior to the reduction to zero of the Total USD Revolving Extensions of Credit, the USD Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding USD Revolving Extensions of Credit shall be held by the USD Revolving Lenders on a comparable basis.

“Venetian Bridge Facility”: the bridge facility referenced in that certain Commitment Letter, dated as of March 2, 2021, among Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch, Morgan Stanley Senior Funding, Inc. and VICI Properties 1 LLC.

“Venetian Bridge Facility Funding Date”: as defined in Section 6.16(b).

“Venetian Bridge Facility Termination Date”: the date on which (a) the commitments in respect of the Venetian Bridge Facility, and any outstanding loans in respect of the Venetian Bridge Facility (if any), are reduced to zero and (b) any guarantees in respect of, and any liens securing, the Venetian Bridge Facility are terminated.

“VICI”: VICI Properties Inc., a Maryland corporation.

“VICI OP Partners”: as defined in Section 10.24.

“Wholly Owned Subsidiary”: a Restricted Subsidiary of the Borrower all of the Equity Interests of which (other than directors’ qualifying shares) is owned by the Borrower or another Wholly Owned Subsidiary. In addition, the term “Wholly Owned Subsidiary” means a Subsidiary of the Borrower that has elected to be treated as a “real estate investment trust” in accordance with Section 856 through 860 of the Code and in which either the Borrower or a Subsidiary of the Borrower described in this definition owns 100% of the outstanding common Equity Interests and has management control.

“Withholding Agent” means: any Loan Party and the Administrative Agent.

“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. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

1.3 Classifications of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Term Benchmark Loan” or an “RFR Loan”) or by Class and Type (e.g., a “Term Benchmark Revolving Loan” or an “RFR Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Term Benchmark Borrowing” or an “RFR Borrowing”) or by Class and Type (e.g., a “Term Benchmark Revolving Borrowing” or an “RFR Revolving Borrowing”).

1.4 Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that 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 date hereof in GAAP or in the application thereof 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, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (1) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (2) any treatment of Indebtedness under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

(b) Notwithstanding anything to the contrary contained in Section 1.4(a) or in the definition of “Finance Lease,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a Finance Lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a Finance Lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

1.5 Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars or an Alternative Currency may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the

composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

1.6 Times of Day. Unless otherwise specified, (a) all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable) and (b) when any date specified herein as the due date for a notice or other deliverable is not a Business Day, such due date shall be extended to the next following Business Day.

1.7 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit available to be drawn at such time; provided, that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

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

1.9 Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Financial Ratios shall be calculated in the manner prescribed by this Section 1.9; provided, that notwithstanding anything to the contrary in clauses (b) or (c) of this Section 1.9, when calculating the Financial Ratios, as applicable, for purposes of determining actual compliance (and not pro forma compliance or compliance on a pro forma basis) with any covenant pursuant to Section 7.1 (Financial Condition Covenants), the events described in this Section 1.9 that occurred subsequent to the end of the applicable period of four consecutive fiscal quarters of the Borrower shall not be given pro forma effect.

(b) For purposes of calculating the Financial Ratios, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable period of four consecutive fiscal quarters of the Borrower and (ii) subsequent to such period of four consecutive fiscal quarters of the Borrower and in connection with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Total EBITDA, Unencumbered Asset Value, Total Asset Value or Unencumbered NOI and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable period of four consecutive fiscal quarters of the Borrower (whether or not occurring concurrently with the event for which the calculation is made) (it being understood that no such increase shall be reflected with respect to Unencumbered Asset Value, Total Asset Value or Unencumbered NOI as a result of this Section 1.9(b) to the extent that such defined terms (or the component financial definitions used therein) separately provide a mechanism for a pro forma increase (or annualization) as a result of such Specified Transaction). If since the beginning of any applicable period of four consecutive fiscal quarters of the Borrower any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such period of four consecutive fiscal quarters shall have made any Specified

Transaction that would have required adjustment pursuant to this Section 1.9, then the Financial Ratios shall be calculated to give pro forma effect thereto in accordance with this Section 1.9.

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

(d) When used in reference to the calculation of Financial Ratios for purposes of determining actual compliance with Section 7.1 (and not pro forma compliance or compliance on a pro forma basis), references to the date of determination shall mean the last day of the relevant fiscal quarter then being tested. When used in reference to the calculation of Financial Ratios for purposes of determining pro forma compliance or compliance on a pro forma basis (other than for purposes of actual compliance with Section 7.1), references to the date of determination shall mean the calculation of Financial Ratios as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.1 on a pro forma basis. For purposes of determining pro forma compliance or compliance on a pro forma basis with covenants set forth in Section 7.1 prior to the date on which such covenants would otherwise apply, the covenants set forth in Section 7.1 shall be deemed to be applicable for purposes of such test.

1.10 Exchange Rates; Currency Equivalents.

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

(b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or an RFR Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in an Alternative Currency, such amount shall be the Dollar Equivalent of such amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Lender, as the case may be.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Delayed Draw Term Commitments. Subject to the terms and conditions hereof, each Delayed Draw Term Lender severally agrees to make a term loan or term loans in Dollars (each, a “Delayed Draw Term Loan”, and collectively, the “Delayed Draw Term Loans”) to the Borrower from time to time after the Closing Date until, but not including, the Delayed Draw Term Commitment Termination Date; provided, that (i) there shall not be more than three drawings of the Delayed Draw Term Loans, (ii) each drawing of Delayed Draw Term Loans shall not exceed, for any Delayed Draw Term Lender, the Available Delayed Draw Term Commitment of such Lender at such time and (iii) the Delayed Draw Term Loans shall not exceed, in the aggregate, the Total Delayed Draw Term Commitment. The Delayed Draw Term Loans may from time to time be Term Benchmark Loans, RFR Loans, ABR Loans or Daily SOFR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. Amounts paid or prepaid in respect of Delayed Draw Term Loans may not be reborrowed.

2.2 Procedure for Delayed Draw Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice in the form of Exhibit E (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Term Benchmark Loans, (b) five (5) Business Days prior to the requested Borrowing Date, in the case of RFR Loans or (c) on the requested Borrowing Date, in the case of Daily SOFR Loans or ABR Loans) requesting that the Delayed Draw Term Lenders make the Delayed Draw Term Loans on the applicable Delayed Draw Funding Date, specifying the amount to be borrowed, the requested Borrowing Date and whether such Delayed Draw Term Loans shall be Term Benchmark Loans, RFR Loans, Daily SOFR Loans or ABR Loans and, in the case of Term Benchmark Loans, the initial Interest Period applicable thereto, which shall be a period contemplated by the definition of “Interest Period”, and certifying that the conditions set forth in Section 5.2 are satisfied. Upon receipt of such notice the Administrative Agent shall promptly notify each Delayed Draw Term Lender thereof. Not later than 11:00 A.M., New York City time, on the applicable Delayed Draw Funding Date (or in the case of Daily SOFR Loans or ABR Loans for which the applicable borrowing notice was given on the requested Delayed Draw Funding Date, not later than 2:00 P.M., New York City time on such Delayed Draw Funding Date) each Delayed Draw Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Delayed Draw Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Delayed Draw Term Lenders in immediately available funds.

If no election as to the Type of Delayed Draw Term Loan is specified, then the requested Delayed Draw Term Loan shall be Term Benchmark Loan with an Interest Period of one month. Promptly following receipt of a Borrowing Request and in accordance with this Section 2.2, the Administrative Agent shall advise each Delayed Draw Term Lender of the details thereof and of the amount of such Delayed Draw Term Lender’s Delayed Draw Term Loans to be made.

Each Delayed Draw Term Loan shall be made by the Delayed Draw Term Lenders ratably in accordance with their applicable Delayed Draw Term Commitments; provided, that the failure of any Delayed Draw Term Lender to make its Delayed Draw Term Loan shall not in itself relieve any other Delayed Draw Term Lender of its obligation to lend hereunder (it being understood, however, that no Delayed Draw Term Lender shall be responsible for the failure of any other Delayed Draw Term Lender to make any Delayed Draw Term Loan required to be made by such other Delayed Draw Term Lender). Each drawing of Delayed Draw Term Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $50,000,000. ABR Loans, RFR Loans and Daily SOFR Loans that are Delayed Draw Term Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Term Benchmark Loans that are Delayed Draw Term Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000.

Subject to Sections 2.14 and 2.16, each borrowing of Delayed Draw Term Loans shall be comprised entirely of ABR Loans, Term Benchmark Loans, Daily SOFR Loans or RFR Loans as the Borrower may request in accordance herewith. Each Delayed Draw Term Lender may at its option make any Term Benchmark Loan by causing any domestic or foreign branch or Affiliate of such Delayed Draw Term Lender to make such Delayed Draw Term Loan; provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Delayed Draw Term Loan in accordance with the terms of this Agreement. Borrowings of Delayed Draw Term

Loans of more than one Type may be outstanding at the same time, subject to Section 2.10. For purposes of the foregoing, Term Benchmark Tranches having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate borrowings.

2.3 Termination or Reduction of Delayed Draw Term Commitments. The Borrower shall have the right to terminate the unused Delayed Draw Term Commitments or, from time to time, to reduce the amount of the unused Delayed Draw Term Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Available Delayed Draw Term Commitment then in effect. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Delayed Draw Term Commitments under this Section 2.3 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Delayed Draw Term Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.3 shall be irrevocable; provided, that a notice of termination of the Delayed Draw Term Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a specified transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Delayed Draw Term Commitments shall be permanent. Each reduction of the Delayed Draw Term Commitments shall be made ratably among the Delayed Draw Term Lenders in accordance with their respective Delayed Draw Term Commitments.

2.4 Revolving Commitments.

(a) Subject to the terms and conditions hereof, each Multicurrency Revolving Lender severally agrees to make revolving credit loans in Dollars (“or in one or more Alternative Currencies (“Multicurrency Revolving Loans”) to the Borrower from time to time during the Multicurrency Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when the Dollar Equivalent thereof is added to such Lender’s Multicurrency Revolving Percentage of the Multicurrency L/C Obligations then outstanding, does not exceed the amount of such Lender’s Multicurrency Revolving Commitment; provided, that after giving effect to any such Revolving Loans, (a) the Total Multicurrency Revolving Extensions of Credit shall not exceed the Total Multicurrency Revolving Commitments and (b) the Total Multicurrency Revolving Extensions of Credit denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. During the Multicurrency Revolving Commitment Period the Borrower may use the Multicurrency Revolving Commitments by borrowing, prepaying the Multicurrency Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Multicurrency Revolving Loans may from time to time be Term Benchmark Loans, RFR Loans, Daily SOFR Loans or, ABR Loans or (subject to Section 2.10 or 2.14, as applicable) Canadian Prime Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10.

(b) Subject to the terms and conditions hereof, each USD Revolving Lender severally agrees to make revolving credit loans in Dollars (“USD Revolving Loans”) to the Borrower from time to time during the USD Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s USD Revolving Percentage of the USD L/C Obligations then outstanding, does not exceed the amount of such Lender’s USD Revolving Commitment; provided, that after giving effect to any such USD Revolving Loans, the Total USD Revolving Extensions of Credit shall not exceed the Total USD Revolving Commitments. During the USD Revolving Commitment Period the Borrower may use the USD Revolving Commitments by borrowing, prepaying the USD Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The USD Revolving Loans may from time to time be Term Benchmark Loans, Daily SOFR Loans, or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10.

(bc) Unless previously terminated, the Multicurrency Revolving Commitments shall terminate on the Multicurrency Revolving Maturity Date and the USD Revolving Commitments shall terminate on the USD Revolving Maturity Date. The Borrower shall repay all outstanding (i) Multicurrency Revolving Loans on the Multicurrency Revolving Maturity Date and (ii) USD Revolving Loans on the USD Revolving Maturity Date .

2.5 Procedure for Revolving Loan Borrowing. The Borrower may borrow under (i) the Multicurrency Revolving Commitments during the Multicurrency Revolving Commitment Period and (ii) the USD Revolving Commitments during the USD Revolving Commitment Period on any Business Day; provided, that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Borrowing Request (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three (3) U.S. Government Securities Business Days prior to the requested Borrowing Date, in the case of Term Benchmark Loans, (b denominated in Dollars, (b) three (3) Business Days prior to the requested Borrowing Date, in the case of Term Benchmark Loans denominated in Canadian Dollars and Euros, (c) four (4) Business Days prior to the requested Borrowing Date, in the case of Term Benchmark Loans denominated in Australian Dollars, (d) five (5) Business Days prior to the requested Borrowing Date, in the case of RFR Loans or (ce) on the requested Borrowing Date, in the case of Daily SOFR Loans or ABR Loans), specifying (i) the applicable Facility under which such Loan is to be made, (ii) the Agreed Currency and the amount and Type of Revolving Loans to be borrowed, (iii) the requested Borrowing Date and (iiiiv) in the case of Term Benchmark Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor, and certifying that the conditions set forth in Section 5.2 are satisfied; provided, further, that (x) if no election as to the currency of a Borrowing is specified, then the requested Revolving Borrowing shall be made in Dollars, (y) if no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be a Daily SOFR Borrowing made in Dollars and (z) if no Interest Period is specified with respect to any requested Term Benchmark Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each borrowing under the Multicurrency Revolving Commitments or USD Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, RFR Loans and/or Daily SOFR Loans, the Dollar Equivalent of $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Multicurrency Revolving Commitments or USD Revolving Commitments, as applicable, are less than $1,000,000, such lesser amount) and (y) in the case of Term Benchmark Loans, the Dollar of Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each applicable Revolving Lender thereof. Each applicable Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent in funds immediately 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 (or in the case of Daily SOFR Loans or ABR Loans for which the applicable borrowing notice was given on the requested Borrowing Date, 2:00 P.M., New York City time on such Borrowing Date). Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the applicable Revolving Lenders and in like funds as received by the Administrative Agent.

Subject to Sections 2.14 and 2.16, each borrowing of Revolving Loans shall be comprised (a) in the case of Borrowings in Dollars, entirely of ABR Loans, Term Benchmark Loans, Daily SOFR Loans or RFR Loans as the Borrower may request in accordance herewith and (b) in the case of Borrowings in any other Alternative Currency, entirely of Term Benchmark Loans or RFR Loans (or, subject to Section 2.10 or 2.14, as applicable, in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans), as applicable, in each case of the same Alternative Currency, as the Borrower may request in accordance herewith. Each Revolving Lender may at its option make any Term Benchmark Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Borrowings of Revolving Loans of more than one Type may be outstanding at the same time, subject to Section 2.10. For purposes of the foregoing, Term Benchmark Tranches having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate borrowings.

2.6 Facility Fees, Etc..

(a) The Borrower agrees to pay the Administrative Agent, (i) for the account of each Multicurrency Revolving Lender (in each case pro rata according to the respective Multicurrency Revolving Commitments of all such Multicurrency Revolving Lenders), a facility fee (the “Multicurrency Revolving Facility Fee”) in Dollars in amount equal to the then applicable Facility Fee Percentage for Revolving Loans multiplied by the actual daily amount of the Total Multicurrency Revolving Commitments, such fee being payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the Closing Date and (ii) for the account of each USD Revolving Lender (in each case pro rata according to the respective USD Revolving Commitments of all such

USD Revolving Lenders), a facility fee (the “USD Revolving Facility Fee”) in Dollars in amount equal to the then applicable Facility Fee Percentage for USD Revolving Loans multiplied by the actual daily amount of the Total USD Multicurrency Revolving Commitments, such fee being payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the Closing Date.

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

(c) The Borrower agrees to pay to the Administrative Agent, for the account of each Lender (other than a Defaulting Lender) with a Delayed Draw Term Commitment (in each case pro rata according to the respective Delayed Draw Term Commitments of all such Lenders), a commitment fee in an amount equal to the Facility Fee Percentage for Delayed Draw Term Loans then in effect, multiplied by the actual daily amount of the Available Delayed Draw Term Commitment of such Lenders (such commitment fees, the “Delayed Draw Commitment Fee”), which shall accrue from the Closing Date to and including the Delayed Draw Term Commitment Termination Date. The Delayed Draw Commitment Fee shall be payable (x) quarterly in arrears on the last Business Day of each March, June, September and December, as applicable for the quarterly period (or portion thereof) ended on such day, commencing on the first such date to occur after the Closing Date and (y) on the Delayed Draw Term Commitment Termination Date. The Delayed Draw Commitment Fee shall be calculated on the basis of a 360-day year for the number of days elapsed.

2.7 Termination or Reduction of Revolving Commitments. The Borrower shall have the right to terminate the Multicurrency Revolving Commitments or USD Revolving Commitments or, from time to time, to reduce the amount of the Multicurrency Revolving Commitments or USD Revolving Commitments (but shall not be applied to the Alternative Currency Sublimit except as specified by the Borrower or except as specified in the last sentence of this paragraph); provided, that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the (a) Total Multicurrency Revolving Extensions of Credit would exceed the Total RevolvingMulticurrency Revolving Commitments or (b) Total USD Revolving Extensions of Credit would exceed the Total USD Revolving 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 Commitments then in effect. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under this Section 2.7 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.7 shall be irrevocable; provided, that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a specified transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Multicurrency Revolving Commitments shall be made ratably among the Multicurrency Revolving Lenders in accordance with their respective Multicurrency Revolving Commitments and each reduction of the USD Revolving Commitments shall be made ratably among the USD Revolving Lenders in accordance with their respective USD Revolving Commitments. Any such reduction in the Multicurrency Revolving Commitments below the Alternative Currency Sublimit shall result in a corresponding reduction of the Alternative Currency Sublimit.

2.8 Prepayments.

(a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth below), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, (i) three (3) U.S. Government Securities Business Days prior thereto, in the case of Term Benchmark Loans, (ii) denominated in Dollars, (ii) three (3) Business Days prior thereto, in the case of Term Benchmark Loans denominated in Australian Dollars, Canadian Dollars and Euros, (iii) five (5) Business Days prior thereto, in the case of RFR Loans and (iiiiv) one (1) Business Day prior thereto, in the case of ABR Loans, Canadian Prime Rate Loans or Daily SOFR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Term Benchmark Loans, RFR Loans, Daily SOFR Loans, Canadian Prime Rate Loans or ABR Loans; provided, that if a Term Benchmark Loan is prepaid on any day other

than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.18. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid; provided, that a notice of prepayment of the Revolving Loans in full delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a specified transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Partial prepayments of Multicurrency Revolving Loans, USD Revolving Loans or Delayed Draw Term Loans shall be in an aggregate principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.

2.9 Repayment of Loans.

(a) The Borrower promises to repay all outstanding (i) Multicurrency Revolving Loans on the Multicurrency Revolving Maturity Date or such earlier date as required herein and (ii) USD Revolving Loans on the USD Revolving Maturity Date or such earlier date as required herein. The Borrower promises to repay all outstanding Delayed Draw Term Loans on the Delayed Draw Term Maturity Date or such earlier date as required herein.

(b) Amounts to be applied in connection with prepayments of (i) Multicurrency Revolving Loans made pursuant to Section 2.8 shall be applied, first, to the prepayment of Multicurrency Revolving Loans (without any corresponding reduction of the Multicurrency Revolving Commitments), and second, if an Event of Default has occurred and is continuing, to cash collateralize Multicurrency Letters of Credit by depositing an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Multicurrency Revolving Lenders on terms and conditions satisfactory to the Administrative Agent and (ii) USD Revolving Loans made pursuant to Section 2.8 shall be applied, first, to the prepayment of USD Revolving Loans (without any corresponding reduction of the USD Revolving Commitments), and second, if an Event of Default has occurred and is continuing, to cash collateralize USD Letters of Credit by depositing an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the USD Revolving Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 2.8 of Loans shall be made, first, to ABR Loans, second, to Daily SOFR Loans, third, to RFR Loans and, fourth, to Term Benchmark Loans. Each prepayment of the Loans under Section 2.8 (except in the case of Revolving Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

(c) If the Administrative Agent notifies the Borrower at any time that (i) as of any Revaluation Date, the aggregate amount of all Multicurrency Revolving Loans and Multicurrency L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Multicurrency Revolving Loans and/or cash collateralize Multicurrency Letters of Credit on a basis reasonably acceptable to the Administrative Agent, in an aggregate amount sufficient to reduce such amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect, (ii) the Total Multicurrency Revolving Extensions of Credit at such time exceeds the Total Multicurrency Revolving Commitments, on such Business Day after receipt of such notice, the Borrower shall prepay Multicurrency Revolving Loans and/or cash collateralize Multicurrency Letters of Credit on a basis reasonably acceptable to the Administrative Agent, in an aggregate amount sufficient to reduce such amount as of such date of payment to an amount not to exceed 100% of the Total Multicurrency Revolving Commitments then in effect and (iii) the Total USD Revolving Extensions of Credit at such time exceeds the Total USD Revolving Commitments, on such Business Day after receipt of such notice, the Borrower shall prepay USD Revolving Loans and/or cash collateralize USD Letters of Credit on a basis reasonably acceptable to the Administrative Agent, in an aggregate amount sufficient to reduce such amount as of such date of payment to an amount not to exceed 100% of the Total USD Revolving Commitments then in effect.

2.10 Conversion and Continuation Options.

(a) The Borrower may elect from time to time to convert Term Benchmark Loans denominated in Dollars, Daily SOFR Loans or RFR Loans denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day

preceding the proposed conversion date; provided, that any such conversion of Term Benchmark Loans denominated in Dollars may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Term Benchmark Loans denominated in Dollars, ABR Loans or RFR Loans denominated in Dollars to Daily SOFR Loans by giving the Administrative Agent irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date; provided, that any such conversion of Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans or Daily SOFR Loans to (i) RFR Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the fifth (5th) Business Day preceding the proposed conversion date or (ii) Term Benchmark Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor in the case of Term Benchmark Loans); provided, that no ABR Loan or Daily SOFR Loan under a particular Facility may be converted into a Term Benchmark Loan or RFR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. The Borrower may elect from time to time to convert Term Benchmark Loans denominated in Dollars to RFR Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the fifth (5th) Business Day preceding the proposed conversion date; provided, that no Term Benchmark Loan under a particular Facility may be converted into an RFR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. The Borrower may elect from time to time to convert RFR Loans denominated in Dollars to Term Benchmark Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, that no RFR Loan under a particular Facility may be converted into a Term Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Term Benchmark Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower 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 (or, if none is specified, one month); provided, that no Term Benchmark Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations; provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph (b) or if such continuation is not permitted pursuant to the preceding proviso then such Loans shall be automatically continued as Term Benchmark Loans with an Interest Period of one month on the last day of such then expiring Interest Period (unless such continuation is not permitted pursuant to the preceding proviso, in which case such Loans denominated in (i) Dollars shall be automatically converted to ABR Loans, (ii) Canadian Dollars shall be automatically converted into Canadian Prime Rate Loans and (iii) an Alternative Currency (other than Canadian Dollars) shall be automatically converted into CBR Loans, in each case on the last day of such then expiring Interest Period). Upon receipt of any such notice (or any such automatic conversion or continuation) the Administrative Agent shall promptly notify each relevant Lender thereof.; provided, further, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Agreed Currency other than Dollars or Canadian Dollars shall either be (A) converted to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the Interest Period, as applicable, therefor or (B) prepaid at the end of the applicable Interest Period, as applicable, in full; provided, further, that if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Term Benchmark Loan, the Borrower shall be deemed to have elected clause (A) above; provided, further, that notwithstanding the foregoing, during the existence and continuance of an Event of Default, the Majority Facility Lenders in respect of Multicurrency Revolving Facility may demand that any or all of the then outstanding Term Benchmark Loans denominated in an

Alternative Currency be redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

2.11 [Reserved].

2.12 Interest Rates and Payment Dates.

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

(b) Each RFR Loan shall bear interest at a rate per annum equal to the Adjusted Daily Simple SORFR, plus the Applicable Margin.

(d) Each Daily SOFR Loan shall bear interest at a rate per annum equal to the Adjusted Floating Overnight Daily SOFR Rate, plus the Applicable Margin.

(e) Each Canadian Prime Rate Loan shall bear interest at a rate per annum equal to the Canadian Prime Rate, plus the Applicable Margin.

(ef) (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 outstanding Loans and Reimbursement Obligations shall bear interest at a rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.12, plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to Term Benchmark Loans under the USD Revolving Facility, plus 2%, and (ii) if all or a portion of any interest payable on any Loan or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility, plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under the USD Revolving Facility, plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment).

(fg) Interest shall be payable in arrears on each Interest Payment Date; provided, that interest accruing pursuant to paragraph (ef) of this Section 2.12 shall be payable from time to time on demand of the Administrative Agent.

2.13 Computation of Interest and Fees.

(a) Interest computed by reference to the Term SOFR Rate, Daily Effective SOFR or, Daily Simple SORFR with respect to Dollars or the EURIBOR Rate hereunder shall be computed on the basis of a year of 360 days. Interest computed by reference to the Daily Simple RFR with respect to Sterling, CDOR Rate, Canadian Prime Rate, AUD Rate or the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). In each case interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination.

(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.

(c) For purposes of disclosure pursuant to the Interest Act (Canada), the yearly rate of interest to which any rate of interest payable under this Agreement, which is to be calculated on any basis other than a full

calendar year, shall be determined by multiplying such rate of interest (expressed as a percentage) by a fraction, the numerator of which is the number of days in the calendar year commencing on the first day of the period for which interest at such rate is payable to the end thereof and the denominator of which is the number of days comprising such other basis.

2.14 Inability to Determine Interest Rate. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.14, if:

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

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

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.10 or a new Borrowing Request in accordance with the terms of Sections 2.2 or 2.5, as applicable, (A) for Loans denominated in Dollars, (1) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing in Dollars so long as the Adjusted Daily Simple SORFR for Dollar Borrowings is not also the subject of Section 2.14(a)(i) or (ii) above, (y) a Daily SOFR Borrowing if the Adjusted Daily Simple SORFR for Dollar Borrowings is also the subject to Section 2.14(a)(i) or (ii) above but the Adjusted Floating Overnight Daily SOFR is not or (z) an ABR Borrowing if the Adjusted Daily Simple SORFR for Dollar Borrowings and Adjusted Floating Overnight Daily SOFR are each also the subject of Section 2.14(a)(i) or (ii) above, (2) any Borrowing Request that requests an RFR Borrowing in Dollars shall instead be deemed to be a Borrowing Request for (x) a Daily SOFR Borrowing if the Adjusted Floating Overnight Daily SOFR is not also the subject to Section 2.14(a)(i) or (ii) above and (y) otherwise an ABR Borrowing and (3) any Borrowing Request that requests a Daily SOFR Loan shall instead be deemed to be a Borrowing Request for an ABR Borrowing and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark Loan denominated in an Alternative Currency (other than Canadian Dollars) shall, on the last day of the Interest Period applicable to such Loan bear interest at the Central Bank Rate for the applicable Alternative Currency, plus the CBR Spread; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Alternative Currency shall, at the Borrower’s election prior to such day: (i) be prepaid by the Borrower on such day or (ii) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency (other than Canadian Dollars) shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time, (2) any Term Benchmark Loan denominated in Canadian Dollars shall, on the last day of the Interest Period applicable to such Loan, shall be converted by the Administrative Agent to, and shall constitute, a Canadian Prime Rate Loan denominated in Canadian Dollars on such day and (3) any RFR Loan denominated in any Alternative Currency shall

bear interest at the Central Bank Rate for the applicable Alternative Currency, plus the CBR Spread; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected RFR Loans denominated in any Alternative Currency, at the Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full immediately; provided, that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan, RFR Loan or Daily SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan, RFR Loan or Daily SOFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.10 or a new Borrowing Request in accordance with the terms of Sections 2.2 or 2.5, as applicable, (A) for Loans denominated in Dollars (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing in Dollars so long as the Adjusted Daily Simple SORFR for Dollar Borrowings is not also the subject of Section 2.14(a)(i) or (ii) above, (y) a Daily SOFR Borrowing if the Adjusted Daily Simple SORFR for Dollar Borrowings is also the subject to Section 2.14(a)(i) or (ii) above but the Adjusted Floating Overnight Daily SOFR is not, or (z) an ABR Loan if the Adjusted Daily Simple SORFR for Dollar Borrowings and Adjusted Floating Overnight Daily SOFR are each also the subject of Section 2.14(a)(i) or (ii) above, on such day, (2) any RFR Loan denominated in Dollars shall on and from such day be converted by the Administrative Agent to, and shall constitute (y) a Daily SOFR Borrowing if the Adjusted Floating Overnight Daily SOFR is not also the subject of Section 2.14(a)(i) or (ii) above, on such day or (z) an ABR Loan if the Adjusted Floating Overnight Daily SOFR also is the subject of Section 2.14(a)(i) or (ii) above and (3) any Daily SOFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute an ABR Loan. and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark Loan denominated in an Alternative Currency (other than Canadian Dollars) shall, on the last day of the Interest Period applicable to such Loan bear interest at the Central Bank Rate for the applicable Alternative Currency, plus the CBR Spread; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Alternative Currency (other than Canadian Dollars) shall, at the Borrower’s election prior to such day: (i) be prepaid by the Borrower on such day or (ii) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency (other than Canadian Dollars) shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time, (2) any Term Benchmark Loan denominated in Canadian Dollars shall, on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, a Canadian Prime Rate Loan denominated in Canadian Dollars on such day and (3) any RFR Loan denominated in an Alternative Currency shall bear interest at the Central Bank Rate for the applicable Alternative Currency, plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected RFR Loans denominated in any Alternative Currency, at the Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full immediately.

(b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Specified Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.14), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each affected Class.

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

(d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14.

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

(f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for aany affected Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of any affected Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any request for, to the extent applicable with respect to such unavailability, (1) a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion to (A) an RFR Borrowing denominated in Dollars so long as the Adjusted Daily Simple SORFR for Dollar Borrowings is not the subject of a Benchmark Transition Event, (B) if the Adjusted Daily Simple SORFR for Dollar Borrowings is the subject of a Benchmark Transition Event, a Daily SOFR Borrowing so long as the Adjusted Floating Overnight Daily SOFR is not the subject of a Benchmark Transition Event or (C) otherwise, an ABR Borrowing, (y) a Term Benchmark Borrowing denominated in Canadian Dollars into a request for a Borrowing of or conversion to a Canadian Prime Rate Borrowing or (z) any Term Benchmark Borrowing or RFR Borrowing denominated in an Alternative Currency (other than Canadian Dollars) shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 2.14, (A) for affected Loans denominated in Dollars (1) any Term Benchmark Loan denominated in Dollars shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing in Dollars so long as the Adjusted Daily Simple SORFR for Dollar Borrowings is not the subject of a Benchmark Transition Event, (y) if the Adjusted Daily Simple SORFR for Dollar Borrowings is the subject of a Benchmark Transition Event, a Daily SOFR Borrowing so long as the Adjusted Floating Overnight Daily SOFR is not the subject of a Benchmark Transition Event or (z) otherwise, an ABR Loan, on such day and (2) any RFR Loan shall on and from such day be converted by the Administrative

Agent to, and shall constitute, (y) a Daily SOFR Borrowing so long as the Adjusted Floating Overnight Daily SOFR is not the subject of a Benchmark Transition Event or (z) otherwise, an ABR Loan. and (B) for affected Loans denominated in an Alternative Currency, (1) any such Term Benchmark Loan denominated in an Alternative Currency (other than Canadian Dollars) shall, on the last day of the Interest Period applicable to such Loan bear interest at the Central Bank Rate for the applicable Alternative Currency, plus the CBR Spread; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Alternative Currency (other than Canadian Dollars) shall, at the Borrower’s election prior to such day: (i) be prepaid by the Borrower on such day or (ii) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency (other than Canadian Dollars) shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time, (2) any such Term Benchmark Loan denominated in Canadian Dollars shall, on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, a Canadian Prime Rate Loan denominated in Canadian Dollars on such day and (3) any such RFR Loan shall bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate (for the applicable Alternative Currency cannot be determined, any outstanding affected RFR Loans denominated in any Alternative Currency, at the Borrower’s election, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (B) be prepaid in full immediately.

2.15 Pro Rata Treatment; Payments; Sharing of Setoffs.

(a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective applicable Delayed Draw Term Percentages or, Multicurrency Revolving Percentages or USD Revolving Percentage, as the case may be, of the applicable Lenders.

(b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Delayed Draw Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Delayed Draw Term Loans then held by the Delayed Draw Term Lenders. Amounts repaid or prepaid on account of the Delayed Draw Term Loans may not be reborrowed. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Delayed Draw Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Delayed Draw Term Loans then held by the Delayed Draw Term Lenders. Amounts repaid or prepaid on account of the Delayed Draw Term Loans may not be reborrowed.

(c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on theany Revolving Loans under any Revolving Facility shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans under such Revolving Facility then held by the Revolving Lenders under such Revolving Facility.

(d) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim. All payments shall be made (i) with respect to Loans denominated in Dollars, prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and (ii) with respect to Loans denominated in an Alternative Currency prior to the Applicable Time specified by the Administrative Agent on the dates specified herein, for the account of the Lenders, at the Funding Office, in such Alternative Currency, in each case, in immediately available funds. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. The Administrative Agent shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Term Benchmark Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Term Benchmark Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business

Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount.

(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) 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 with interest thereon at the rate per annum applicable to ABR Loans or in the case of Alternative Currencies, in accordance with such market practice, in each case, as applicable, on demand, from the Borrower.

(f) 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 which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

(g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.5, Section 2.15(d), Section 2.15(e), Section 3.4(a) or Section 9.7, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

2.16 Requirements of Law.

(a) If any Change in Law:

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

(ii) shall impose, modify or hold applicable any reserve, special deposit, insurance charge, liquidity, 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 or such Issuing Lender that is not otherwise included in the determination of the Term Benchmark; or

(iii) shall impose on such Lender or such Issuing Lender or the applicable interbank market any other condition, cost or expense (other than Taxes);

and the result of any of the foregoing is to increase the cost to such Lender or such Issuing Lender, by an amount that such Lender or such Issuing Lender deems to be material, of making, converting into, continuing or maintaining Term Benchmark 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 such Lender or such Issuing Lender, upon its demand, any additional amounts necessary to compensate such Lender or such Issuing Lender for such increased cost or reduced amount receivable. If any Lender or any Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, 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 or any Issuing Lender shall have determined that any Change in Law regarding capital, reserve or liquidity requirements or ratios shall have the effect of reducing the rate of return on such Lender’s or such Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of its obligations hereunder or under or in respect of any Letters of Credit to a level below that which such Lender or such Issuing Lender or such Lender’s or Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Lender’s or such holding company’s policies with respect to capital adequacy) by an amount deemed by such Lender or such Issuing Lender to be material, then from time to time, after submission by such Lender or such Issuing Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or such Issuing Lender such additional amount or amounts as will compensate such Lender or such Issuing Lender or such holding company for such reduction.

(c) A certificate as to any additional amounts payable pursuant to this Section 2.16 submitted by any Lender or any Issuing Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section 2.16, the Borrower shall not be required to compensate a Lender or an Issuing Lender pursuant to this Section 2.16 for any amounts incurred more than six months prior to the date that such Lender or such Issuing Lender notifies the Borrower of such Lender’s or such Issuing Lender’s intention to claim compensation therefor; provided, that if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 2.16 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrower shall pay such Lender or Issuing Lender, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

(d) For purposes of this Section 2.16, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall be deemed to have been introduced and adopted after the date of this Agreement. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation for costs imposed pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act or Basel III if it shall not be the general policy of such Lender at such time to seek compensation from other investment grade borrowers with the same or similar ratings under yield protection provisions in credit agreements with such borrowers that provide for such compensation and the applicable Lender is in fact generally seeking such compensation from such borrowers (and, upon any request by such Lender for payment, certifies to the Borrower to the effect of the foregoing).

2.17 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full

amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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

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

(d) Indemnification by the Borrower