Common use of Incremental Term Loan Amendment Clause in Contracts

Incremental Term Loan Amendment. To effectuate the addition of an Incremental Term Loan, the Borrower, the Administrative Agent and each Lender or other approved financial institution agreeing to provide such Incremental Term Loan, shall execute an amendment (each, an “Incremental Loan Amendment”). Each such Incremental Loan Amendment shall provide that (i) the scheduled maturity date of the Incremental Term Loan shall not be sooner than the Maturity Date for the Term Loan, and an amortization schedule, if any, that matches or is later than the scheduled amortization described in Section 2.07(b), (ii) the Incremental Term Loan shall be collateralized on the same basis as the Loans and (iii) the applicable margins for the Incremental Term Loans shall be determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the applicable margin for the Incremental Term Loans are more than 50 basis points greater than the Applicable Rate for the Term B Loan Facility, then the Applicable Rate for the Term B Loan Facility shall be increased to the extent necessary so that the applicable margin for the Incremental Term Loans are not more than 50 basis points greater than the Applicable Rate for the Term B Loan Facility, provided, further, that in determining the Applicable Rate applicable to the Term B Loan Facility and the Incremental Term Loans, (x) any Eurodollar Rate floor applicable to such Term B Facility or Incremental Term Loans and OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Term B Loan Facility or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term B Loan Facility or to one or more arrangers (or their affiliates) in connection with the Incremental Term Loans shall be excluded. Notwithstanding Section 10.01, any waiver, consent or other amendment to any term or provision of this Agreement necessary or advisable to effectuate any Incremental Term Loan or any provisions thereof in accordance with the terms of, or the intent of, this Agreement, shall be effective when executed by the Borrower, the Administrative Agent and each Lender or other approved financial institution making such Incremental Facility. So long as any financial institution not theretofore a Lender which is providing an Incremental Term Loan shall have become a Lender under this Agreement pursuant to an Incremental Loan Amendment, the Incremental Term Loans being requested by the Borrower shall become effective under this Agreement upon the effectiveness of such Incremental Loan Amendment and the Lender or Lenders providing such Incremental Term Loans shall be deemed to have agreed, severally and not jointly, upon the terms and subject to the conditions of this Agreement, to make an Incremental Term Loan on the effective date of the applicable Incremental Loan Amendment.

Incremental Term Loan Amendment. To effectuate (a) For the addition avoidance of an doubt, (i) this Incremental Term Facility Amendment constitutes an “Incremental Term Facility Amendment” pursuant to which a new Class of Incremental Term Loans is established pursuant to Section 2.14 of the Credit Agreement and (ii) from and after the Third Incremental Amendment Effective Date (as hereinafter defined), (A) each reference to “Term B Loan” and “Term B Borrowings” (and related terms as appropriate) in the Credit Agreement (as amended pursuant to Section 3 hereof and set forth on Exhibit A hereto) and the other Loan Documents shall be deemed to refer to, and constitute, the 2017 Incremental Term Loans (or a Borrowing thereof, as appropriate) established pursuant to this Incremental Term Facility Amendment, (B) each 2017 Incremental Term Lender shall constitute a “Lender”, a “Term B Lender” and a “Term Lender” as defined in the Credit Agreement (as amended pursuant to Section 3 hereof and set forth on Exhibit A hereto) and (C) each reference to a “Term B Commitment” in the Credit Agreement (as amended pursuant to Section 3 hereof and set forth on Exhibit A hereto) shall be deemed to refer to, and constitute, a 2017 Incremental Term Commitment (as defined below). (b) Subject to the terms and conditions set forth herein and the occurrence of the Third Incremental Amendment Effective Date (as defined below), each 2017 Incremental Term Lender agrees and shall be obligated to make 2017 Incremental Term Loans to the Borrower on the Third Incremental Amendment Effective Date in an amount equal to the amount of its 2017 Incremental Term Commitment. On the Third Incremental Amendment Effective Date (after giving effect to this Incremental Term Facility Amendment) the aggregate outstanding amount of the 2017 Incremental Term Loans shall be $1,900,000,000. (c) The Administrative Agent has prepared a schedule, in consultation with the Borrower, which sets forth the allocated commitments (with respect to each 2017 Incremental Term Lender, its “2017 Incremental Term Commitment” and, collectively, the “2017 Incremental Term Commitments”) of each 2017 Incremental Term Lender with respect to the 2017 Incremental Term Loans. The Administrative Agent has notified each 2017 Incremental Term Lender of its allocated 2017 Incremental Term Commitment and each 2017 Incremental Term Lender or other approved financial institution by providing its 2017 Incremental Term Commitment and/or agreeing to provide such the Term Loan Conversions (as defined below), as applicable, has consented to the terms of this Incremental Term LoanFacility Amendment. On the Third Incremental Amendment Effective Date, all then outstanding Existing Term Loans shall execute be repaid in full as follows: (i) the outstanding aggregate principal amount of Existing Term Loans of each Term Lender which (i) is an amendment existing Term Lender under the Credit Agreement with respect to Existing Term Loans immediately prior to giving effect to this Incremental Term Facility Amendment (each, an “Incremental Loan AmendmentExisting Term Lender”). Each such Incremental Loan Amendment shall provide that ) and (ii) is not a 2017 Converting Lender (as defined below) (a Lender meeting the requirements of the immediately preceding clauses (i) and (ii), each, a “Non-Converting Lender”) shall be repaid in full in cash with respect to its Existing Term Loans with the scheduled maturity date proceeds of the 2017 Incremental Term Loan shall not be sooner than the Maturity Date for the Term Loan, and an amortization schedule, if any, that matches or is later than the scheduled amortization described in Section 2.07(b), Loans; (ii) the outstanding aggregate principal amount of Existing Term Loans of each Existing Term Lender that has a 2017 Incremental Term Commitment (each, a “2017 Converting Lender”) in said amount shall automatically be converted into 2017 Incremental Term Loans (each, a “Converted 2017 Incremental Term Loan”) in a principal amount equal to such 2017 Converting Lender’s outstanding Existing Term Loans (the “Term Loan shall be collateralized on the same basis as the Loans and Conversion”); and (iii) the applicable margins for the each Person with a 2017 Incremental Term Loans shall be determined by Commitment that is not an Existing Term Lender (each, a “New 2017 Incremental Term Lender”) agrees to make to the Borrower and a new Term Loan (each, a “New 2017 Incremental Term Loan” and, collectively, the Lenders of the “New 2017 Incremental Term Loans; provided that in ” and, together with the event that the applicable margin for the Incremental Term Loans are more than 50 basis points greater than the Applicable Rate for the Term B Loan Facility, then the Applicable Rate for the Term B Loan Facility shall be increased to the extent necessary so that the applicable margin for the Incremental Term Loans are not more than 50 basis points greater than the Applicable Rate for the Term B Loan Facility, provided, further, that in determining the Applicable Rate applicable to the Term B Loan Facility and the Converted 2017 Incremental Term Loans, (xthe “2017 Incremental Term Loans”) any Eurodollar Rate floor applicable in a principal amount equal to such New 2017 Incremental Term B Facility or Lender’s 2017 Incremental Term Loans and OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Commitment on the Borrower to the Lenders of the Term B Loan Facility or the Third Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term B Loan Facility or to one or more arrangers (or their affiliates) in connection with the Incremental Term Loans shall be excluded. Notwithstanding Section 10.01, any waiver, consent or other amendment to any term or provision of this Agreement necessary or advisable to effectuate any Incremental Term Loan or any provisions thereof Amendment Effective Date in accordance with the terms of, or and conditions of this Incremental Term Facility Amendment. (d) Each 2017 Incremental Term Lender hereby agrees to “fund” its 2017 Incremental Term Loans in an aggregate principal amount equal to such 2017 Incremental Term Lender’s 2017 Incremental Term Commitment as follows: (i) each 2017 Converting Lender shall fund its Converted 2017 Incremental Term Loans to the intent of, this Agreement, shall be effective when executed Borrower by the Borrower, the Administrative Agent and each Lender or other approved financial institution making such Incremental Facility. So long as any financial institution not theretofore converting its then outstanding principal amount of Existing Term Loans into a Lender which is providing an Converted 2017 Incremental Term Loan in an equal principal amount as provided in clause (c)(ii) above; and (ii) each New 2017 Incremental Term Lender shall have fund in cash an amount equal to its 2017 Incremental Term Commitment to the Borrower. (e) On the Third Incremental Amendment Effective Date, the Borrower shall pay in cash (x) all accrued but unpaid interest owing with respect to the Existing Term Loans through the Third Incremental Amendment Effective Date and (y) to each Existing Term Lender, any loss, expense or liability due under Section 3.05 of the Credit Agreement. (f) Promptly following the Third Incremental Amendment Effective Date, all Notes, if any, evidencing the Existing Term Loans shall be cancelled, and any 2017 Incremental Term Lender may request that its 2017 Incremental Term Loan be evidenced by a Note pursuant to Section 2.11 of the Credit Agreement. (g) Notwithstanding anything to the contrary contained in the Credit Agreement, the proceeds of the 2017 Incremental Term Loans will be used (x) first, to repay the outstanding principal amount of all Existing Term Loans on the Third Incremental Amendment Effective Date and (y) second, for general corporate purposes. (h) Each New 2017 Incremental Term Lender hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to become a Lender under this the Credit Agreement, (ii) from and after the Third Incremental Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its 2017 Incremental Term Commitments and New 2017 Incremental Term Loans, shall have the obligations of a Lender thereunder and (iii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to an Section 6.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Incremental Loan Amendment, the Term Facility Amendment and to provide 2017 Incremental Term Commitments and to make New 2017 Incremental Term Loans being requested on the basis of which it has made such analysis and decision independently and without reliance on any Agent or any other Lender, and (b) agrees that (i) if it is a Foreign Lender, it will promptly (and no later than the Third Incremental Amendment Effective Date) deliver to the Administrative Agent any information that is required to be delivered by it pursuant to Section 3.01 of the Credit Agreement, (ii) it will, independently and without reliance on any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and (iii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (i) The Borrower shall become effective under this Agreement upon hereby consents, for purposes of Section 11.07(b)(i)(A) of the effectiveness Credit Agreement, to the assignment on or within 90 days of such the Third Incremental Loan Amendment and the Lender or Lenders providing such Effective Date of any New 2017 Incremental Term Loans shall be deemed by the Bank of America, N.A., as a 2017 Incremental Term Lender, to have agreed(i) any Person that was an Existing Term Lender on the Third Incremental Amendment Effective Date (immediately prior to giving effect thereto) or (ii) any Eligible Assignee separately identified, severally and not jointlyacceptable, upon the terms and subject to the conditions of this Agreement, to make an Incremental Term Loan on the effective date of the applicable Incremental Loan AmendmentBorrower.

Incremental Term Loan Amendment. To effectuate (a) For the addition avoidance of an doubt, (i) this Incremental Term Loan, the Borrower, the Administrative Agent and each Lender or other approved financial institution agreeing to provide such Incremental Term Loan, shall execute an amendment (each, Facility Amendment constitutes an “Incremental Loan Term Facility Amendment”). Each such ” pursuant to which a new Class of Incremental Loan Amendment shall provide that (i) the scheduled maturity date Term Loans is established pursuant to Section 2.14 of the Credit Agreement and (ii) from and after the Fourth Incremental Term Loan shall not be sooner than the Maturity Amendment Effective Date for the Term Loan, and an amortization schedule, if any, that matches or is later than the scheduled amortization described in Section 2.07(b(as hereinafter defined), (iiA) each reference to “Term B Loan” and “Term B Borrowings” (and related terms as appropriate) in the Incremental Term Loan shall be collateralized on the same basis Credit Agreement (as the Loans and (iiiamended pursuant to Section 3 hereof) the applicable margins for the Incremental Term Loans shall be determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the applicable margin for the Incremental Term Loans are more than 50 basis points greater than the Applicable Rate for the Term B other Loan Facility, then the Applicable Rate for the Term B Loan Facility shall be increased to the extent necessary so that the applicable margin for the Incremental Term Loans are not more than 50 basis points greater than the Applicable Rate for the Term B Loan Facility, provided, further, that in determining the Applicable Rate applicable to the Term B Loan Facility and the Incremental Term Loans, (x) any Eurodollar Rate floor applicable to such Term B Facility or Incremental Term Loans and OID or upfront fees (which Documents shall be deemed to constitute like amounts of OID) payable by refer to, and constitute, the Borrower to the Lenders of the Term B Loan Facility or the 2017 B-1 Incremental Term Loans (or a Borrowing thereof, as appropriate) established pursuant to this Incremental Term Facility Amendment, (B) each 2017 B-1 Incremental Term Lender shall constitute a “Lender”, a “Term B Lender” and a “Term Lender” as defined in the primary syndication thereof shall be included Credit Agreement (with OID being equated as amended pursuant to interest based on an assumed four-year life to maturitySection 3 hereof) and (yC) customary arrangement or commitment fees payable each reference to the Arrangers (or their affiliates) in connection with the a “Term B Loan Facility or to one or more arrangers Commitment” in the Credit Agreement (or their affiliates) in connection with the Incremental Term Loans shall be excluded. Notwithstanding Section 10.01, any waiver, consent or other amendment to any term or provision of this Agreement necessary or advisable to effectuate any Incremental Term Loan or any provisions thereof in accordance with the terms of, or the intent of, this Agreement, shall be effective when executed by the Borrower, the Administrative Agent and each Lender or other approved financial institution making such Incremental Facility. So long as any financial institution not theretofore a Lender which is providing an Incremental Term Loan shall have become a Lender under this Agreement amended pursuant to an Incremental Loan Amendment, the Incremental Term Loans being requested by the Borrower shall become effective under this Agreement upon the effectiveness of such Incremental Loan Amendment and the Lender or Lenders providing such Incremental Term Loans Section 3 hereof) shall be deemed to have agreedrefer to, severally and not jointlyconstitute, upon a 2017 B-1 Incremental Term Commitment (as defined below). (b) Subject to the terms and subject conditions set forth herein and the occurrence of the Fourth Incremental Amendment Effective Date (as defined below), each 2017 B-1 Incremental Term Lender agrees and shall be obligated to make 2017 B-1 Incremental Term Loans to the conditions of this Agreement, to make an Incremental Term Loan Borrower on the effective date Fourth Incremental Amendment Effective Date in an amount equal to the amount of the applicable Incremental Loan Amendment.its 2017 B-1

Incremental Term Loan Amendment. To effectuate the addition of an Incremental Term Loan, the Borrower, the Administrative Agent and each Lender or other approved financial institution agreeing to provide such Incremental Term Loan, shall execute an amendment (each, an “Incremental Loan Amendment”). Each such Incremental Loan Amendment shall provide that (i) the scheduled maturity date of the Incremental Term Loan shall not be sooner than the Maturity Date for the Term B Loan, and shall have an amortization schedule, if any, that matches or is later than the scheduled amortization described in Section 2.07(b), (ii) the Incremental Term Loan shall be collateralized on the same basis as the Loans and (iii) the applicable margins for the Incremental Term Loans shall be determined by Borrower and the Lenders of the Incremental Term Loans; provided that in the event that the applicable margin for the Incremental Term Loans are is more than 50 basis points greater than the Applicable Rate for the Term B Loan Facility, then the Applicable Rate for the Term B Loan Facility shall be increased to the extent necessary so that the applicable margin for the Incremental Term Loans are is not more than 50 basis points greater than the Applicable Rate for the Term B Loan Facility, provided, further, that in determining the Applicable Rate applicable to the Term B Loan Facility and the Incremental Term Loans, (x) any Eurodollar Rate floor applicable to such Term B Facility or Incremental Term Loans and OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Term B Loan Facility or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Term B Loan Facility or to one or more arrangers (or their affiliates) in connection with the Incremental Term Loans shall be excluded. Notwithstanding Section 10.01, any waiver, consent or other amendment to any term or provision of this Agreement necessary or advisable to effectuate any Incremental Term Loan or any provisions thereof in accordance with the terms of, or the intent of, this Agreement, shall be effective when executed by the Borrower, the Administrative Agent and each Lender or other approved financial institution making such Incremental Facility. So long as any financial institution not theretofore a Lender which is providing an Incremental Term Loan shall have become a Lender under this Agreement pursuant to an Incremental Loan Amendment, the Incremental Term Loans being requested by the Borrower shall become effective under this Agreement upon the effectiveness of such Incremental Loan Amendment and the Lender or Lenders providing such Incremental Term Loans shall be deemed to have agreed, severally and not jointly, upon the terms and subject to the conditions of this Agreement, to make an Incremental Term Loan on the effective date of the applicable Incremental Loan Amendment.