Common use of Amendment Effectiveness Clause in Contracts

Amendment Effectiveness. Section 1.02 of this Amendment No. 2 shall become effective as of the date that is the sixth (6th) Business Day after the date hereof (the “Amendment No. 2 Effective Date”) when, and only when, each of the following conditions have been satisfied: (a) The Administrative Agent shall have received duly executed counterparts of this Amendment No. 2 from (i) the Borrower, (ii) the other Loan Parties and (iii) the Administrative Agent. (b) The representations and warranties of the Borrower and each other Loan Party contained in Section 2.01 hereof shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date; provided that, in each case, to the extent that any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) After giving effect to this Amendment No. 2 and the transactions contemplated hereby on the Amendment No. 2 Effective Date, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all reasonable costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment No. 2, including, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 2 Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent. (e) The Administrative Agent shall have not received, by 5:00 p.m. on the fifth (5th) Business Day after the date hereof, written notice of objection to this Amendment No. 2 from Lenders comprising the Required Lenders.

Amendment Effectiveness. Section 1.02 The effectiveness of this Amendment No. 2 shall become effective as of is subject to the date that is the sixth (6th) Business Day after the date hereof (the “Amendment No. 2 Effective Date”) when, and only when, each satisfaction of the following conditions have been satisfiedprecedent: (a) The the Administrative Agent shall have received duly executed received: (i) original counterparts of this Amendment No. 2 from (i) Amendment, duly executed by the Borrower, the Administrative Agent and each Revolving Lender; (ii) an Acknowledgment and Consent, substantially in the other Loan Parties form of Exhibit A, duly executed and delivered by each Subsidiary Guarantor; and (iii) a certificate signed by a Responsible Officer of the Administrative Agent. Borrower certifying that (bA) The each of the representations and warranties of the Borrower and each other made by any Loan Party contained in Section 2.01 hereof or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Fifth Amendment No. 2 Effective Date; provided that, in each case, Date as if made on and as of such date (except to the extent that (x) any such representations and warranties specifically refer relate, by their terms, to an earlier a specific date, they in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date; providedspecific date and (y) any such representations and warranties are qualified by materiality, further, that any representation in which case such representations and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language warranties shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. respects) and (cB) After giving effect to this Amendment No. 2 and the transactions contemplated hereby on the Amendment No. 2 Effective Date, no Default or Event of Default shall have occurred and be continuing.continuing on the Fifth Amendment Effective Date; and (db) The the Borrower shall have paid all fees to the Administrative Agent shall have received, in immediately available funds, payment or reimbursement of and all reasonable costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment No. 2, including, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 2 Effective Date, the reasonable fees, charges and disbursements of counsel for to the Administrative Agent. , in each case to the extent invoiced at least one (e1) The Administrative Agent day prior to the Fifth Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall have not receivedconstitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by 5:00 p.m. on the fifth (5th) Business Day after it through the date hereof, written notice upon which the Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of objection accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to this herein as the “Fifth Amendment No. 2 from Lenders comprising the Required LendersEffective Date”.

Amendment Effectiveness. Section 1.02 The effectiveness of this Amendment No. 2 shall become effective as of be subject to the date that is the sixth (6th) Business Day after the date hereof (the “Amendment No. 2 Effective Date”) when, and only when, each satisfaction of the following conditions have been satisfied:precedent set forth in this Section 5 (the date on which such conditions are satisfied (or waived by the Administrative Agent) is referred to herein as the “Effective Date”): (a) The the Administrative Agent (or its counsel) shall have received duly executed counterparts of this Amendment No. 2 from (i) the Borrowereach Credit Party, (ii) the other Loan Parties Extending Term Lenders and New Term Lenders (together constituting the Series 2024 Term Lenders), (iii) the Administrative Agent.Extending Revolving Lenders and New Revolving Lenders (together constituting the Series 2022 Revolving Credit Lenders), (iv) the Letter of Credit Issuers a duly executed and delivered counterpart of this Amendment signed by each such party; (b) The representations and warranties the satisfaction of the Borrower and each other Loan Party contained conditions precedent set forth in Section 2.01 hereof shall be true 6 and correct in all material respects on and as Section 7 of the Amendment No. 2 Effective Date; provided that, in each case, to the extent that any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.Amended Credit Agreement; (c) After giving effect the Joint Lead Arrangers will have received at least 5 days prior to this Amendment No. 2 the Effective Date all documentation and other information (to the extent such documentation and other information has been requested, and the transactions contemplated hereby on Borrower has been afforded, a reasonable amount of time prior to such date) required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Amendment No. 2 Effective Date, Patriot Act; (d) no Default or Event of Default shall have occurred and be continuing.under any of the Credit Documents exist, as of the Effective Date; and (de) The the Administrative Agent shall have received, in immediately available funds, payment or reimbursement of received all reasonable costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection payable, solely with this Amendment No. 2, including, respect to the extent invoiced at least three (3) Business Days prior to the Amendment No. 2 Effective Date, the reasonable fees, charges and disbursements of counsel for counsel, to the Administrative AgentAgent and the Joint Lead Arrangers on or prior to the Effective Date pursuant to the Credit Documents, required to be reimbursed or paid by the Borrower hereunder or under any other Credit Document with respect to this Amendment for which invoices have been provided prior to the Effective Date. (ef) The payments of a prepayment premium to the Administrative Agent for the ratable account of the Existing Term Lenders holding Series 2021 Extended Term Loans immediately prior to the effectiveness of this Amendment on the Effective Date, which prepayment premium (the “Series 2021 Prepayment Premium”) shall have not receivedbe in the amount of 1.0% of the outstanding principal amount of the 2021 Extended Term Loans immediately prior to the effectiveness of this Amendment on the Effective Date. Each Existing Term Lender holding a Series 2021 Extended Term Loan acknowledges that payment of the Series 2021 Prepayment Premium to the Administrative Agent for the ratable account of the Existing Term Lenders holding Series 2021 Extended Term Loans as described in preceding Section EAST\142256231.3 5(f) shall satisfy any obligation of the Parent Borrower or any other Credit Party to pay a prepayment premium under Section 5.1(c) of the Credit Agreement. Each Series 2024 Term Lender and each Series 2022 Revolving Credit Lender, by 5:00 p.m. on the fifth (5th) Business Day after the date hereof, written notice of objection delivering its signature page to this Amendment No. 2 from Lenders comprising and providing, or continuing its Existing Term Loans or Existing Revolving Credit Commitments or Existing Revolving Credit Loans, as applicable, as its Series 2024 Term Loan or Series 2022 Revolving Credit Commitment or Series 2022 Revolving Credit Loans, as applicable, on the Required LendersEffective Date shall be deemed to have acknowledged receipt of and consented to and approved each Credit Document (including each Amended Credit Agreement) and each other document required to be approved by the Administrative Agent or any Lender, as applicable, on the Effective Date.

Amendment Effectiveness. Section 1.02 of this Amendment No. 2 shall become effective as The effectiveness of the date that is amendments to the sixth Credit Agreement contemplated hereby shall be subject to the satisfaction (6th) or waiver by each Revolving Credit Lender), on or prior to April 23, 2019, of the following conditions (the first Business Day after the date hereof (on which all conditions are so satisfied or waived, the “Amendment No. 2 5 Effective Date”) when, and only when, each of the following conditions have been satisfied:): (a) The the Administrative Agent shall have received duly executed counterparts of this Amendment No. 2 from that, when taken together, bear the signatures of (i) the BorrowerBorrowers, Holdings and the Subsidiary Guarantors, (ii) the other Loan Parties Administrative Agent and (iii) the Administrative Agent.each Revolving Credit Lender; (b) The representations and warranties the Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Holdings, the Borrower Borrowers and each other Loan Party contained Subsidiary Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in Section 2.01 hereof connection with this Amendment; (c) the Administrative Agent shall be true have received such documents and correct in all material respects on and as certifications (including Organization Documents (or certifications of a Responsible Officer that there have been no changes to the Organizational Documents since the Amendment No. 2 4 Effective Date; provided that, in each caseas applicable) and, to the extent available under applicable local law, good standing certificates) as the Administrative Agent may reasonably require to evidence that any Holdings, the Borrowers and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing, and, to the extent available under local law, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such representations and warranties specifically refer qualification, except to an earlier date, they shall the extent that failure to be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is so qualified as could not reasonably be expected to “materiality,” “have a Material Adverse Effect” ; (d) the Administrative Agent shall have received an opinion of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York, Delaware, Texas and California counsel to the Loan Parties, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ counsel to the Administrative Agent and each Revolving Credit Lender, in each case in form and substance reasonably satisfactory to the Administrative Agent; (e) all actions or similar language documents reasonably requested by the Administrative Agent that are necessary to establish or re-affirm that the Collateral Agent will have a perfected first priority security interest (subject to Liens permitted under Section 7.02 of the Credit Agreement) in the Collateral to secure the Obligations shall have been taken or executed and delivered (including, if so requested, deeds of confirmation, amendments and/or supplements to Collateral Documents); (f) the Borrowers shall have paid to the Administrative Agent, for the account of each Revolving Credit Lender, an amendment consent fee (the “Consent Fee”) in an amount equal to 0.25% of the Revolving Credit Commitment of each such Revolving Credit Lender; (g) the Administrative Agent and its affiliates shall have received from the Borrowers (or shall be true and correct (after giving effect satisfied that it will receive substantially concurrently with the effectiveness of this Amendment) immediately available funds in an amount sufficient to pay all expenses required by Section 10.04 of the Credit Agreement or by any qualification therein) other Loan Document to be paid by the Borrowers in all respects on such respective dates. (c) After giving effect to connection with this Amendment No. 2 and the transactions contemplated hereby (to the extent, in the case of reimbursement of expenses, invoiced in reasonable detail on or prior to the Amendment No. 2 Effective Datedate hereof); (h) the representations and warranties set forth in Section 3 above shall be true and correct, and no Default or Event of Default shall have occurred exist before or after giving effect to the transactions contemplated hereby (and be continuing. (d) The the Administrative Agent shall have received, received a certification by a Responsible Officer of each Borrower that the condition specified in immediately available funds, payment or reimbursement of all reasonable costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment No. 2, including, to the extent invoiced at least three clause (3h) Business Days prior to the Amendment No. 2 Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent.have been satisfied); and (ei) The the Administrative Agent shall have not received, by 5:00 p.m. on received a Beneficial Ownership Certification in relation to the fifth (5th) Business Day after the date hereof, written notice of objection to this Amendment No. 2 from Lenders comprising the Required LendersBorrowers.

Amendment Effectiveness. Section 1.02 of this This Amendment No. 2 shall become effective as of the first date that is the sixth (6th) Business Day after the date hereof (such effective date, the “Amendment No. 2 Effective Date”) whenoccurring on or prior to December 13, and only when2011, each of the following conditions have been satisfied: on which (a) The the Administrative Agent shall have received duly executed counterparts of this Amendment No. 2 from (i) that, when taken together, bear the signatures of the Borrower, (ii) the other Loan Parties Guarantors and (iii) the Administrative Agent. Required Lenders; (b) The representations the Borrower shall have prepaid Term Loans pursuant to Section 2.12(a) in an aggregate principal amount of at least $50,000,000, together with the accrued and warranties unpaid interest on the amount prepaid to but excluding the date of prepayment (the “Term Loan Prepayment”) (provided that the Lenders hereby waive the requirement that the Borrower deliver a notice of prepayment under Section 2.12 of the Borrower and each other Loan Party contained in Section 2.01 hereof shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date; provided that, in each case, Credit Agreement with respect to the extent that any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier dateTerm Loan Prepayment); provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) After giving effect to this Amendment No. 2 and the transactions contemplated hereby on the Amendment No. 2 Effective Date, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, in immediately available fundsfor the account of each Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (or its counsel) its executed signature page to this Amendment on or prior to 5.00 p.m., payment New York City time, on December 12, 2011, an amendment fee equal to 0.25% of the aggregate outstanding amount of such Lender’s Term Loans and Revolving Credit Commitment (whether used or unused), calculated prior to giving effect to the Term Loan Prepayment; (d) the Administrative Agent shall have received all other fees and reimbursement of all reasonable costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable expenses required to be paid by the Borrower to the Administrative Agent in connection with this the transactions contemplated hereby; and (e) the representations and warranties contained in Section 3 shall be true and correct. With respect to all Loans and Letters of Credit outstanding on the Amendment No. 2Effective Date, including, the Applicable Percentage therefor shall change as provided in Section 1(a) hereof from and after the Amendment Effective Date (but not with respect to the extent invoiced at least three (3) Business Days any period prior to the Amendment No. 2 Effective Date), notwithstanding that the reasonable fees, charges and disbursements of counsel for the Administrative Agent. (e) The Administrative Agent shall have not received, by 5:00 p.m. Amendment Effective Date may occur other than on the fifth (5th) Business Day after the date hereof, written notice last day of objection to this Amendment No. 2 from Lenders comprising the Required Lendersa fiscal quarter or Interest Period.

Amendment Effectiveness. Section 1.02 The effectiveness of this Amendment No. 2 shall become effective as of be subject to the date that is the sixth (6th) Business Day after the date hereof (the “Amendment No. 2 Effective Date”) when, and only when, each satisfaction of the following conditions have been satisfied:precedent set forth in this Section 7 (the date on which such conditions are satisfied (or waived by the Administrative Agent and the Series 2028 Revolving Credit Lenders) is referred to herein as the “Third Amendment Effective Date”): (a) The the Administrative Agent (or its counsel) shall have received duly executed counterparts of this Amendment No. 2 from (i) the Borrower, Borrower and (ii) each Series 2028 Revolving Credit Lender (constituting the other Loan Parties Required Lenders) a duly executed and (iii) the Administrative Agent.delivered counterpart of this Amendment signed by each such party; (b) The representations and warranties of the Borrower and each other Loan Party contained in Section 2.01 hereof shall be true and correct in all material respects on and as of Lead Arrangers will have received, at least two (2) days prior to the Third Amendment No. 2 Effective Date; provided that, in each case, all documentation and other information (to the extent that any such representations US-DOCS\144359494.19 documentation and warranties specifically refer other information has been requested, and the Borrower has been afforded, a reasonable amount of time prior to an earlier such date) required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, they shall be true including, without limitation, the Patriot Act and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.the Beneficial Ownership Regulation; (c) After giving effect to this Amendment No. 2 all fees and the transactions contemplated hereby on the Amendment No. 2 Effective Date, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all reasonable costs, fees, out-of-pocket expenses, compensation and other amounts then expenses due and payable in connection with this Amendment No. 2to each 2028 Revolving Credit Lender, including, the Lead Arrangers and the Administrative Agent required to be paid on or prior to the extent Third Amendment Effective Date pursuant to the certain Engagement Letter, dated as of September 17, 2023 (the “Engagement Letter”), by and among the Borrower, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Citi, shall have been paid, so long as any such expenses not expressly set forth in the Engagement Letter have been invoiced at least three (3) Business Days Day prior to the Third Amendment No. 2 Effective Date; (d) the Administrative Agent’s and the Series 2028 Revolving Credit ▇▇▇▇▇▇▇’ receipt of the following, each properly executed by an Authorized Officer of the Borrower (other than opinions of counsel) and each in form and substance reasonably satisfactory to the Administrative Agent and the Series 2028 Revolving Credit Lenders: (i) executed legal opinions from (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as counsel to the Credit Parties and (ii) ▇▇▇▇▇▇▇▇▇▇▇▇ LLP as special Maryland counsel to the Credit Parties organized under the laws of the State of Maryland; (ii) (x) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of the Borrower, as the Administrative Agent or the Series 2028 Revolving Credit Lenders may reasonably require, (A) certifying that attached thereto is a true and complete copy of the resolutions or written consents of the governing body of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, (B) identifying by name and title and bearing the signatures of the officers or authorized signatories of each Credit Party authorized to sign this Amendment and (C) certifying (I) that attached thereto is a true and complete copy of the articles of incorporation or organization, as applicable, of each Credit Party, certified by the relevant authority of the jurisdiction of organization of the each Credit Party, and a true and correct copy of its bylaws or operating agreement, as applicable and (II) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (y) a good standing (or equivalent) certificate as of a recent date for each Credit Party, from the relevant authority of its jurisdiction of organization; (iii) a certificate from an Authorized Officer of the Borrower to the effect that after giving effect to the consummation of the transactions contemplated hereby, the Borrower, on a consolidated basis with its Subsidiaries on the Third Amendment Effective Date, is Solvent; (iv) a certificate of a responsible officer as to the reasonable fees, charges matters set forth in Sections 6(a) and disbursements 7(e) of counsel for this Amendment; and US-DOCS\144359494.19 (v) a Notice of Borrowing (whether in writing or by telephone) meeting the Administrative Agentrequirements of Section 2.3 of the Amended Credit Agreement; and (vi) a Notice of Prepayment (whether in writing or by telephone) meeting the requirements of Section 5.1 of the Amended Credit Agreement. (e) The Administrative Agent no Event of Default under the Credit Agreement shall exist immediately before or immediately after giving effect to the proposed Borrowing contemplated hereby and the extensions of credit to be made on the Third Amendment Effective Date; and (f) the Revolving Credit Loan Repayment, the Series 2028 Extended Revolving Credit Commitment Reduction and the Series 2024 Revolving Credit Commitment Reduction shall have not received, by 5:00 p.m. on the fifth (5th) Business Day after the date hereof, written notice of objection to this Amendment No. 2 from Lenders comprising the Required Lendersoccurred.

Amendment Effectiveness. Section 1.02 The effectiveness of this Amendment No. 2 shall become effective as of the date that is the sixth (6th) Business Day after the date hereof (the “Amendment No. 2 Effective Date”) when, and only when, each of be subject to the following conditions have been satisfiedprecedent: (a) The the Administrative Agent shall have received from each of the Borrowers and the Lenders constituting Required Lenders, a duly executed counterparts and delivered counterpart of this Amendment No. 2 from (i) the Borrower, (ii) the other Loan Parties and (iii) the Administrative Agent.signed on behalf of such party; (b) The representations and warranties the Administrative Agent shall have received the executed legal opinions of the Borrower and each other Loan Party contained in Section 2.01 hereof shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date; provided thatDLA Piper LLP (US), in each case, counsel to the extent that any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.Parent Borrower; (c) After giving effect to this Amendment No. 2 and the transactions contemplated hereby on the Amendment No. 2 Effective Date, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received, in immediately available funds, payment received (i) for its account or reimbursement the account of each Lender entitled thereto all reasonable costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable fees in connection with this Amendment No. 2agreed to prior to the Amendment Effective Date and all amounts due and payable to the Administrative Agent on or prior to the Amendment Effective Date pursuant to the Credit Documents, including, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 2 Effective Datedate hereof, the reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel for counsel) required to be reimbursed or paid by the Administrative Agent.Borrowers hereunder or under any other Credit Document; and (ed) The the Administrative Agent shall have not receivedreceived the Series B Additional Term Loan Joinder Agreement executed and delivered by the Series B Additional Term Loan Lenders party thereto, the Parent Borrower and the Administrative Agent contemporaneously with the effectiveness of this Amendment. The date on which such conditions have been satisfied (or waived by 5:00 p.m. on the fifth (5thAdministrative Agent) Business Day after is referred to herein as the date hereof, written notice of objection to this “Amendment No. 2 from Lenders comprising the Required LendersEffective Date”.

Amendment Effectiveness. Section 1.02 of this This Amendment No. 2 shall become effective as of the first date that is the sixth (6th) Business Day after the date hereof (the “Sixth Amendment No. 2 Effective Date”) when, and only when, each of on which the following conditions have been satisfied: (a) The Administrative Agent Agents and the Sixth Refinancing Amendment Arrangers (or their counsel) shall have received duly executed counterparts of this Amendment No. 2 from (i) the BorrowerBorrowers, (ii) the other Loan Parties and Holdings, (iii) the Company, (iv) the Refinancing Term B-1 Lender, (v) the Administrative AgentAgents, (vi) solely with respect to the amendments described in Section 1.04 and immediately after giving effect to the Refinancing Transactions, the Term B Lenders and (vii) solely with respect to the amendments described in Section 1.05 hereof and immediately after giving effect to the Refinancing Transactions, Lenders that together constitute the Required Lenders either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agents (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. (b) The representations and warranties conditions to the making of the Borrower and each other Loan Party contained Refinancing Term B-1 Loans set forth in Section 2.01 1.02(d) hereof (other than clause (x) thereof) shall be true and correct have been satisfied. (c) The Borrowers shall have obtained Refinancing Term B Commitments in all material respects on and as an aggregate amount equal to $4,750,000,000.00. The Borrowers shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.06 shall pay in full (i) all of the Original Term B Loans, (ii) all accrued and unpaid fees and interest with respect to the Original Term B Loans and (iii) to the extent invoiced, any amounts payable to the Persons that are Existing Term B Lenders immediately prior to the Sixth Amendment No. 2 Effective Date; provided thatDate pursuant to Section 2.16 of the Credit Agreement, in each case, with such payments to be made with the cash proceeds of the Refinancing Term B-1 Loans to be made on the Sixth Amendment Effective Date and other funds available to the extent that any such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) After giving effect to this Amendment No. 2 and the transactions contemplated hereby on the Amendment No. 2 Effective Date, no Default or Event of Default shall have occurred and be continuingBorrowers. (d) The Administrative Agent Agents and the Sixth Refinancing Amendment Arrangers shall have received, in immediately available funds, payment or reimbursement of all reasonable costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment No. 2Amendment, including, to the extent invoiced at least three (3) one Business Days Day prior to the Sixth Amendment No. 2 Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative AgentAgents and the Sixth Refinancing Amendment Arrangers. (e) The Borrowers shall have paid to the Sixth Refinancing Amendment Arrangers the fees in the amounts previously agreed in writing to be received on the Sixth Amendment Effective Date. The Term Loan B Administrative Agent shall have notify the Borrowers, the Refinancing Term B-1 Lender and the other Lenders of the Sixth Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not receivedbecome effective and the consents provided by the Lenders party hereto and the obligations of the Refinancing Term B-1 Lender hereunder to make Refinancing Term B-1 Loans will automatically terminate, by if each of the conditions set forth or referred to in Sections 1.02(d) and 1.06 hereof has not been satisfied at or prior to 5:00 p.m. p.m., New York City time, on the fifth (5th) Business Day after the date hereofSeptember 19, written notice of objection to this Amendment No. 2 from Lenders comprising the Required Lenders2019.

Amendment Effectiveness. Section 1.02 The effectiveness of this Amendment No. 2 shall become effective as of be subject to the date that is the sixth (6th) Business Day after the date hereof (the “Amendment No. 2 Effective Date”) when, and only when, each satisfaction of the following conditions have been satisfied:precedent set forth in this Section 4 (the date on which such conditions are satisfied (or waived by the Administrative Agent) is referred to herein as the “Effective Date”): (a) The the Administrative Agent (or its counsel) shall have received duly executed counterparts of this Amendment No. 2 from (i) the Borrower, Borrower and (ii) the other Loan Parties Continuing Term Lenders and (iii) New Term Lenders a duly executed and delivered counterpart of this Amendment signed by each such party and the Administrative Agent.Continuing Term Lenders that have executed and delivered counterparts of this Amendment constitute Required Lenders; (b) The representations the Lead Arranger will have received at least 2 days prior to the Effective Date all documentation and warranties of the Borrower and each other Loan Party contained in Section 2.01 hereof shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date; provided that, in each case, information (to the extent that any such representations documentation and warranties specifically refer other information has been requested, and the Borrower has been afforded, a reasonable amount of time prior to an earlier such date) required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, they shall be true and correct in all material respects as of such earlier date; providedincluding, furtherwithout limitation, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.the Patriot Act; (c) After giving effect the Borrower shall have paid all fees or other amounts previously agreed in writing to this Amendment No. 2 and the transactions contemplated hereby be received on the Amendment No. 2 Effective DateDate by the Lead Arranger or any other arranger; (d) the Borrower shall have delivered a certificate of a responsible officer as to the matters set forth in Sections 3(a), (d) and (e); (e) no Default or Event of Default shall have occurred and be continuing.under the Credit Agreement exist, as of the Effective Date; and (df) The the Administrative Agent shall have received, in immediately available funds, payment or reimbursement of received all reasonable costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection payable, solely with this Amendment No. 2, including, respect to the extent invoiced at least three (3) Business Days prior to the Amendment No. 2 Effective Date, the reasonable fees, charges and disbursements of counsel for counsel, to the Administrative Agent. (e) The Administrative Agent shall have not receivedand the Lead Arranger on or prior to the Effective Date pursuant to the Credit Agreement, required to be reimbursed or paid by 5:00 p.m. on the fifth (5th) Business Day after the date hereof, written notice of objection Borrower hereunder with respect to this Amendment No. 2 from Lenders comprising for which invoices have been provided prior to the Required LendersEffective Date.

Amendment Effectiveness. Section 1.02 The effectiveness of this Amendment No. 2 shall become effective as of be subject to the date that is the sixth (6th) Business Day after the date hereof (the “Amendment No. 2 Effective Date”) when, and only when, each satisfaction of the following conditions have been satisfied:precedent set forth in this Section 5 (the date on which such conditions are satisfied (or waived by the Administrative Agent) is referred to herein as the “Effective Date”): (a) The the Administrative Agent (or its counsel) shall have received duly executed counterparts of this Amendment No. 2 from (i) the Borrowereach Credit Party, (ii) the other Loan Parties Extending Term Lenders and New Term Lenders (together constituting the Series 2024 Term Lenders), (iii) the Administrative Agent. Extending Revolving Lenders and New Revolving Lenders (together constituting the Series 2022 Revolving Credit Lenders), (iv) the Letter of Credit Issuers a duly executed and delivered counterpart of this Amendment signed by each such party; (b) The representations and warranties the satisfaction of the Borrower and each other Loan Party contained conditions precedent set forth in Section 2.01 hereof shall be true 6 and correct in all material respects on and as Section 7 of the Amendment No. 2 Amended Credit Agreement; (c) the Joint Lead Arrangers will have received at least 5 days prior to the Effective Date; provided that, in each case, Date all documentation and other information (to the extent that any such representations documentation and warranties specifically refer to an earlier dateother information has been requested, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) After giving effect to this Amendment No. 2 and the transactions contemplated hereby on Borrower has been afforded, a reasonable amount of time prior to such date) required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Amendment No. 2 Effective Date, Patriot Act; (d) no Default or Event of Default shall have occurred under any of the Credit Documents exist, as of the Effective Date; and be continuing. (de) The the Administrative Agent shall have received, in immediately available funds, payment or reimbursement of received all reasonable costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection payable, solely with this Amendment No. 2, including, respect to the extent invoiced at least three (3) Business Days prior to the Amendment No. 2 Effective Date, the reasonable fees, charges and disbursements of counsel for counsel, to the Administrative Agent. (e) The Administrative Agent shall have not receivedand the Joint Lead Arrangers on or prior to the Effective Date pursuant to the Credit Documents, required to be reimbursed or paid by 5:00 p.m. on the fifth (5th) Business Day after the date hereof, written notice of objection Borrower hereunder or under any other Credit Document with respect to this Amendment No. 2 from Lenders comprising for which invoices have been provided prior to the Required LendersEffective Date.