Common use of New Term Loans; Amendment Clause in Contracts

New Term Loans; Amendment. (a) With effect from and including the Amendment No. 4 Effective Date, each New Term Lender shall become party to the Amended Credit Agreement as a “Lender”, an “Initial Lender” and a “Term Lender”, shall have a commitment to provide Refinancing Term Loans in accordance with the terms hereof (i) in the case of the New Fronting Term Lender, in an aggregate principal amount equal to the outstanding principal amount of Existing Term Loans in effect as of the Amendment No. 4 Effective Date minus the aggregate Rollover Amount for all other New Term Lenders and (ii) in the case of each Rollover Lender, in the amount equal to such Lender’s Rollover Amount (each such commitment, a “New Term Loan Commitment”), as applicable, and shall have all of the rights and obligations of a “Lender”, “Initial Term Lender” and “Term Lender” under the Amended Credit Agreement and the other Loan Documents. On the Amendment No. 4 Effective Date, each Existing Term Lender (in its capacity as such, but not in any other capacity) shall cease to be a Lender party to the Credit Agreement (and, for the avoidance of doubt, shall not be a party to the Amended Credit Agreement with respect to Initial Term Loans (except to the extent that it shall subsequently become party thereto (i) pursuant to an Assignment and Assumption entered into with any Lender in accordance with the terms of the Amended Credit Agreement, (ii) with respect to any Rollover Lender, pursuant to a “cashless roll” in accordance with this Amendment or (iii) through other means in accordance with the terms and provisions of the Amended Credit Agreement)), and all accrued and unpaid fees and other amounts payable under the Credit Agreement for the account of each Existing Term Lender shall be due and payable on such date. (b) On the Amendment No. 4 Effective Date, (i) each New Term Lender, severally and not jointly, shall make (or in the case of any Rollover Lender, be deemed to make) a Refinancing Term Loan to the Borrowers in accordance with this Section 1(b) and Section 2.19 of the Credit Agreement by delivering (or in the case of any Rollover Lender, being deemed to deliver) to the Administrative Agent immediately available funds in an amount equal to its New Term Loan Commitment; (ii) the Borrowers shall prepay in full the Existing Term Loans by (A) delivering to the Administrative Agent funds in an amount equal to the excess, if any, of (1) the aggregate of the Existing Term Loan Prepayment Amounts for all of the Existing Term Lenders (except to the extent otherwise agreed by any Existing Term Lender) over (2) the sum of the New Lender Net Funding Amount (as defined below) plus (without duplication of any New Lender Net Funding Amount) the Rollover Amount (such excess, the “Borrower’s Payment”); and (B) directing the Administrative Agent to apply the funds made available to the Administrative Agent pursuant to Section 1(b)(i) hereof, net of fees and expenses as agreed by the Borrower and the Administrative Agent not otherwise paid by or on behalf of the Borrower (the “New Lender Net Funding Amount”), along with the Borrower’s Payment, if any, and the Rollover Amount to prepay in full the Existing Term Loans; and (iii) the Administrative Agent shall apply the Borrowers’ Payment to pay to each Existing Term Lender an amount equal to such Existing Term Lender’s Existing Term Loan Prepayment Amount (except as otherwise agreed by such Existing Term Lender).

New Term Loans; Amendment. (a) With effect from and including the Amendment No. 4 7 Effective Date, each New Term Lender shall become party to the Amended Credit Agreement as a “Lender”, an “Initial Term Lender” and a “Term Lender”, shall have a commitment to provide Refinancing Term Loans in accordance with the terms hereof (i) in the case of the New Fronting Term Lender, in an aggregate principal amount equal to the outstanding principal amount of Existing Term Loans in effect as of the Amendment No. 4 7 Effective Date minus the aggregate Rollover Amount for all other New Term Lenders and (ii) in the case of each Rollover Lender, in the amount equal to such Lender’s Rollover Amount (each such commitmentcom- mitment, a “New Term Loan Commitment”), as applicable, and shall have all of the rights and obligations obliga- tions of a “Lender”, “Initial Term Lender” and “Term Lender” under the Amended Credit Agreement and the other Loan Documents. On the Amendment No. 4 7 Effective Date, each Existing Term Lender (in its capacity as such, but not in any other capacity) shall cease to be a Lender party to the Credit Agreement (and, for the avoidance of doubt, shall not be a party to the Amended Credit Agreement with respect to Initial Term Loans (except to the extent that it shall subsequently become party thereto (i) pursuant to an Assignment and Assumption entered into with any Lender in accordance with the terms of the Amended Credit Agreement, (ii) with respect to any Rollover Lender, pursuant to a “cashless roll” in accordance with this Amendment or (iii) through other means in accordance with the terms and provisions of the Amended Credit Agreement)), and all accrued and unpaid fees and other amounts payable under the Credit Agreement for the account of each Existing Term Lender shall be due and payable on such date. (b) On the Amendment No. 4 Effective Date, (i) each New Term Lender, severally and not jointly, shall make (or in the case of any Rollover Lender, be deemed to make) a Refinancing Term Loan to the Borrowers in accordance with this Section 1(b) and Section 2.19 of the Credit Agreement by delivering (or in the case of any Rollover Lender, being deemed to deliver) to the Administrative Agent immediately available funds in an amount equal to its New Term Loan Commitment; (ii) the Borrowers shall prepay in full the Existing Term Loans by (A) delivering to the Administrative Agent funds in an amount equal to the excess, if any, of (1) the aggregate of the Existing Term Loan Prepayment Amounts for all of the Existing Term Lenders (except to the extent otherwise agreed by any Existing Term Lender) over (2) the sum of the New Lender Net Funding Amount (as defined below) plus (without duplication of any New Lender Net Funding Amount) the Rollover Amount (such excess, the “Borrower’s Payment”); and (B) directing the Administrative Agent to apply the funds made available to the Administrative Agent pursuant to Section 1(b)(i) hereof, net of fees and expenses as agreed by the Borrower and the Administrative Agent not otherwise paid by or on behalf of the Borrower (the “New Lender Net Funding Amount”), along with the Borrower’s Payment, if any, and the Rollover Amount to prepay in full the Existing Term Loans; and (iii) the Administrative Agent shall apply the Borrowers’ Payment to pay to each Existing Term Lender an amount equal to such Existing Term Lender’s Existing Term Loan Prepayment Amount (except as otherwise agreed by such Existing Term Lender).

New Term Loans; Amendment. (a) With effect from and including the Amendment No. 4 1 Effective Date, each the New Term Lender shall become a party to the Amended Credit Agreement as a “Lender”, an a “Initial Lender” and a “Term Lender”, shall have a commitment to provide Refinancing Term Loans in accordance with the terms hereof (i) in the case of the New Fronting Term Lender, in an aggregate principal amount equal to $2,101,271,311.40 (the “New Term Loan Commitment”) as set forth in Schedule 1.01B to this Amendment, which is equal to the outstanding principal amount of Existing Term Loans in effect as of the Amendment No. 4 1 Effective Date minus after giving effect to the aggregate Rollover Amount for all other New Term Lenders and (ii) in payment of the case of each Rollover Lender, in the amount equal to such Lender’s Rollover Amount (each such commitment, a “New Term Loan Commitment”), as applicableInitial Repayment Amount, and shall have all of the rights and obligations of a “Lender”, “Initial Term Lender” and “Term Lender” under the Amended Credit Agreement and the other Loan Documents. On the Amendment No. 4 1 Effective Date, each Existing Term Lender (in its capacity as such, but not in any other capacity) shall cease to be a Lender party to the Credit Agreement (and, for the avoidance of doubt, shall not be a party to the Amended Credit Agreement with respect to Initial Term Loans (except to the extent that it shall subsequently become party thereto (i) pursuant to an Assignment and Assumption entered into with any Lender in accordance with the terms of the Amended Credit Agreement, Agreement or (ii) with respect to any Rollover Lender, pursuant to a “cashless roll” in accordance with this Amendment or (iii) through other means in accordance with the terms and provisions of the Amended Credit Agreement)), and all accrued and unpaid fees and other amounts payable under the Credit Agreement for the account of each Existing Term Lender shall be due and payable on such date. (b) On the Amendment No. 4 1 Effective Date, (i) each the Borrower shall prepay to the Existing Administrative Agent the Initial Repayment Amount; (ii) the New Term Lender, severally and not jointly, shall make (or in the case of any Rollover Lender, be deemed to make) a Refinancing Term Loan to the Borrowers Borrower in accordance with this Section 1(b) and Section 2.19 2.15 of the Credit Agreement by delivering (or in the case of any Rollover Lender, being deemed to deliver) to the Administrative Agent immediately available funds in an amount equal to its the New Term Loan Commitment; (iiiii) the Borrowers Borrower shall prepay to the Existing Administrative Agent in full the remaining Existing Term Loans by (A) delivering and all accrued and unpaid interest and other amounts due and payable with respect to such Existing Term Loans in accordance with the Administrative Agent funds in an amount equal to the excess, if any, of (1) the aggregate Credit Agreement as of the Existing Term Loan Prepayment Amounts for all of the Existing Term Lenders (except to the extent otherwise agreed by any Existing Term Lender) over (2) the sum of the New Lender Net Funding Amount (as defined below) plus (without duplication of any New Lender Net Funding Amount) the Rollover Amount Amendment No. 1 Effective Date (such excesspayment, together with the Initial Repayment Amount, collectively, the “Borrower’s Payment”); and (B) directing the Administrative Agent to apply the funds made available to the Administrative Agent pursuant to Section 1(b)(i) hereof, net of fees and expenses as agreed by the Borrower and the Administrative Agent not otherwise paid by or on behalf of the Borrower (the “New Lender Net Funding Amount”), along with the Borrower’s Payment, if any, and the Rollover Amount to prepay in full the Existing Term Loans; and (iiiiv) the Existing Administrative Agent shall apply the Borrowers’ Borrower’s Payment to pay to each Existing Term Lender an amount equal to such Existing Term Lender’s Existing Term Loan Prepayment Amount (except as otherwise agreed by such Existing Term Lender)Amount.

New Term Loans; Amendment. (a) With effect from and including the Amendment No. 4 1 Effective Date, each New Term Lender shall become party to the Amended Credit Agreement as a “Lender”, an “Initial Lender” and a “Term Lender”, shall have a commitment to provide Refinancing Term Loans in accordance with the terms hereof (i) in the case of the New Fronting Term Lender, in an aggregate principal amount equal to the outstanding principal amount of Existing Term Loans in effect as of im- mediately prior to the Amendment No. 4 1 Effective Date minus the aggregate Rollover Amount for all other New Term Lenders and (ii) in the case of each Rollover Lender, in the amount equal to such Lender’s Rollover Amount (each such commitment, a “New Term Loan Commitment”), as applicable, and shall have all of the rights and obligations of a “Lender”, “Initial Term Lender” and “Term Lender” under the Amended Credit Agreement and the other Loan Documents. On the Amendment No. 4 1 Effective Date, each Existing Term Lender (in its capacity as such, but not in any other capacity) shall cease to be a Lender party to the Credit Agreement (and, for the avoidance of doubt, shall not be a party to the Amended Credit Agreement with respect to Initial Term Loans (except to the extent that it shall subsequently become party thereto (i) pursuant to an Assignment and Assumption entered into with any Lender in accordance with the terms of the Amended Credit Agreement, (ii) with respect to any Rollover Lender, pursuant to a “cashless roll” in accordance with this Amendment or (iii) through other means in accordance with the terms and provisions of the Amended Credit Agreement)), and all accrued and unpaid fees and other amounts payable under the Credit Agreement for the account of each Existing Term Lender shall be due and payable on such date. (b) On the Amendment No. 4 1 Effective Date, (i) each New Term Lender, severally and not jointly, shall make (or in the case of any Rollover Lender, be deemed to make) a Refinancing Term Loan to the Borrowers Borrower in accordance with this Section 1(b) and Section 2.19 2.18 of the Credit Agreement by delivering (or in the case of any Rollover Lender, being deemed to deliver) to the Administrative Agent immediately available funds in an amount equal to its New Term Loan Commitment; (ii) the Borrowers Borrower shall prepay in full the Existing Term Loans by (A) delivering to the Administrative Agent funds in an amount equal to the excess, if any, of (1) the aggregate ag- gregate of the Existing Term Loan Prepayment Lender Amounts (as defined below) for all of the Existing Term Lenders (except to the extent otherwise agreed by any Existing Term Lender) over (2) the sum of the New Lender Net Funding Amount (as defined below) plus (without duplication of any New Lender Net Funding Amount) the Rollover Amount (such excess, the “Borrower’s Payment”); and (B) directing the Administrative Agent to apply the funds made available to the Administrative Agent pursuant to Section 1(b)(i) hereof, net of fees and expenses as agreed by the Borrower and the Administrative Agent not otherwise paid by or on behalf of the Borrower (the “New Lender Net Funding Amount”), along with the Borrower’s Payment, if any, and the Rollover Amount to prepay in full the Existing Term Loans; and (iii) the Administrative Agent shall apply the Borrowers’ Payment to pay to each Existing Term Lender an amount equal to such Existing Term Lender’s Existing Term Loan Prepayment Amount (except as otherwise agreed by such Existing Term Lender).over

New Term Loans; Amendment. (a) With effect from This Amendment is an Incremental Amendment referred to in Section 2.20 of the Existing Credit Agreement and including a Refinancing Amendment referred to in Section 2.21 of the Existing Credit Agreement. (b) Subject to and upon the terms and applicable conditions set forth herein, (i) the 2023 Refinancing Term Lender agrees to make, on the First Amendment No. 4 Effective Date, each New Term Lender shall become party to the Amended Credit Agreement as a “Lender”, an “Initial Lender” and a “Term Lender”, shall have a commitment to provide 2023 Refinancing Term Loans in accordance with the terms hereof (i) in the case of the New Fronting Term Lender, in an aggregate principal amount equal to its 2023 Refinancing Term Commitment (which for the outstanding principal avoidance of doubt, such aggregate amount shall equal to the amount of Existing Refinanced Term Loans, less the Refinanced Term Loans in effect as that are “cashlessly rolled”) of the Amendment No. 4 Effective Date minus the aggregate Rollover Amount for all other New 2023 Refinancing Term Lenders Lender and (ii) the 2023 Incremental Term Lender agrees to make, on the First Amendment Effective Date, the 2023 Incremental Term Loans in the case of each Rollover Lender, in the an aggregate principal amount equal to such Lender’s Rollover Amount its 2023 Incremental Term Commitment. The 2023 Refinancing Term Commitments and the 2023 Incremental Term Commitments will each terminate in full upon the making of the related 2023 Refinancing Term Loans or 2023 Incremental Term Loans, as applicable. (each such commitmentc) Substantially simultaneously with the borrowing of the 2023 Refinancing Term Loans, a “the Borrower shall fully prepay any outstanding Refinanced Term Loans, together with accrued (d) Subject to the satisfaction of the conditions to the effectiveness set forth hereunder, the funding of the New Term Loan Commitment”)Loans will occur in one drawing on the date hereof pursuant to the Borrower’s request. In the event that all or any portion of the New Term Loans are not borrowed on or before the date hereof, the unborrowed portion of the 2023 Incremental Term Commitments and the 2023 Refinancing Term Commitments shall automatically terminate on the date hereof unless the 2023 Incremental Term Lender and 2023 Refinancing Term Lender shall, as applicable, in their sole discretion, agree to an extension. (e) For the avoidance of doubt, the 2023 Incremental Term Loans and the 2023 Refinancing Term Loans shall have all constitute a single “Class”. Pursuant to Sections 2.20 and 2.21 of the rights Existing Credit Agreement, the 2023 Incremental Term Loans and obligations of a “Lender”, “the 2023 Refinancing Term Loans shall be Initial Term Lender” and “Term Lender” Loans for all purposes under the Amended Credit Agreement and the each other Loan Documents. On Document and shall have terms identical to the Initial Term Loans outstanding under the Existing Credit Agreement immediately prior to the date hereof (after giving effect to the amendments set forth herein). (f) Immediately after the funding of the 2023 Refinancing Term Loans on the First Amendment No. 4 Effective DateDate (such time, each the “Amendment Effective Time”), the Existing Term Lender Credit Agreement shall be amended to delete the stricken text (indicated textually in its capacity the same manner as suchthe following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on Exhibit A hereto (the Existing Credit Agreement, but not in any other capacity) shall cease to be a Lender as so amended, the “Amended Credit Agreement”), and the Lenders party hereto and the Lenders party to the Credit Agreement (and, for the avoidance of doubt, shall not be a party Cashless Roll Letter each consent to the Amended Credit Agreement with respect to Initial Term Loans (except to the extent that it shall subsequently become party thereto (i) pursuant to an Assignment and Assumption entered into with any Lender in accordance with the terms of the Amended Credit Agreement, (ii) with respect to any Rollover Lender, pursuant to a “cashless roll” in accordance with this Amendment or (iii) through other means in accordance with the terms and provisions of the Amended Credit Agreement)), and all accrued and unpaid fees and other amounts payable under the Credit Agreement for the account of each Existing Term Lender shall be due and payable on such date. (b) On the Amendment No. 4 Effective Date, (i) each New Term Lender, severally and not jointly, shall make (or in the case of any Rollover Lender, be deemed to make) a Refinancing Term Loan to the Borrowers in accordance with this Section 1(b) and Section 2.19 of the Credit Agreement by delivering (or in the case of any Rollover Lender, being deemed to deliver) to the Administrative Agent immediately available funds in an amount equal to its New Term Loan Commitment; (ii) the Borrowers shall prepay in full the Existing Term Loans by (A) delivering to the Administrative Agent funds in an amount equal to the excess, if any, of (1) the aggregate of the Existing Term Loan Prepayment Amounts for all of the Existing Term Lenders (except to the extent otherwise agreed by any Existing Term Lender) over (2) the sum of the New Lender Net Funding Amount (as defined below) plus (without duplication of any New Lender Net Funding Amount) the Rollover Amount (such excess, the “Borrower’s Payment”); and (B) directing direct the Administrative Agent to apply the funds made available enter into such other Loan Documents and to take such other actions as the Administrative Agent pursuant determines may be necessary or desirable to Section 1(b)(i) hereof, net of fees and expenses as agreed by give effect to the Borrower and the Administrative Agent not otherwise paid by or on behalf of the Borrower (the “New Lender Net Funding Amount”), along with the Borrower’s Payment, if any, and the Rollover Amount to prepay in full the Existing Term Loans; and (iii) the Administrative Agent shall apply the Borrowers’ Payment to pay to each Existing Term Lender an amount equal to such Existing Term Lender’s Existing Term Loan Prepayment Amount (except as otherwise agreed by such Existing Term Lender)transactions contemplated hereby.