The 2019 Term Loan Credit Agreement provides for specified events of default some of which
provide for grace periods, including failure to pay any principal or interest when due, any representation or warranty made by the Company proving to be incorrect in any material respect, failure to comply with covenants or conditions, defaults
relating to other material indebtedness, certain insolvency or receivership events affecting the Company or its subsidiaries, the Company or its subsidiaries becoming subject to certain judgments, a change in control of the Company, or the seizure
of property in connection with a criminal offense under the Controlled Substances Act.
In the event of a default, the Administrative
Agent may, and at the request of the Required Lenders (as that term is defined in the 2019 Term Loan Credit Agreement) must, declare all obligations under the 2019 Term Loan Credit Agreement immediately due and payable. For certain events of default
related to insolvency and receivership, the commitments of the Lender will be automatically terminated, and all outstanding obligations of the Company will become immediately due and payable.
The Company used the proceeds of borrowings under the 2019 Term Loan Credit Agreement to reduce its borrowings by repaying in full the U.S.
Term
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Loans under its Senior Credit Agreement.
The Lender and the Administrative Agent and its
respective affiliates, have performed, and may in the future perform, various commercial banking, investment banking, lending, underwriting and brokerage services, and other financial and advisory services for the Company and its subsidiaries for
which they have received, and will receive, customary fees and expenses. The Company and certain of its subsidiaries have, and may in the future, enter into derivative arrangements with the Lender and its affiliates. The Lender and the
Administrative Agent is a lender under a certain credit facility to a Sands family investment vehicle that, because of its relationship with members of the Sands family, is an affiliate of the Company. Such credit facility is secured by pledges of
shares of class A common stock of the Company, class B common stock of the Company, or a combination thereof and personal guarantees of certain members of the Sands family, including Richard Sands and Robert Sands, and certain Sands family
entities.
The above descriptions of the 2019 Term Loan Credit Agreement and the Guarantee Agreement are qualified in their entirety by
the terms of the 2019 Term Loan Credit Agreement and the Guarantee Agreement, as applicable, which are respectively attached hereto as Exhibit 4.1 and Exhibit 10.1 and incorporated herein by reference.