Common use of Amendment Transactions Clause in Contracts

Amendment Transactions. (1) Subject to the terms and conditions set forth herein, each New Revolving Credit Lender severally agrees to make New Revolving Credit Commitments available to the Borrower from the Amendment No. 9 Effective Date in an amount equal to the amount set forth opposite its name on Schedule 1.01A hereto. On the Amendment No. 9 Effective Date, (x) the Existing Revolving Credit Commitments will be terminated and replaced with the New Revolving Credit Commitments of the New Revolving Credit Lenders as set forth on Schedule 1.01A hereto and (y) each Revolving Credit Lender that is not also a New Revolving Credit Lender will cease to be a Revolving Credit Lender. (2) All Letters of Credit outstanding under the Credit Agreement on the Amendment No. 9 Effective Date shall remain outstanding under the Credit Agreement. Each New Revolving Credit Lender’s risk participation in each such Letter of Credit shall be determined in accordance with such New Revolving Credit Lender’s pro rata share, as provided in Section 2.03(c) of the Credit Agreement, as if such Letter of Credit had been issued on the Amendment No. 9 Effective Date immediately after giving effect to paragraph (a) above. For the avoidance of doubt, the Swing Line Lender and each L/C Issuer acting in such capacities immediately prior to the effectiveness of this Amendment shall continue to act in such capacities immediately following the effectiveness hereof. (3) Each New Revolving Credit Lender and the Administrative Agent acknowledge that all notice requirements set forth in the Credit Agreement with respect to the refinancing and increase contemplated by this Amendment have been satisfied and no payment under Section 3.05 of the Credit Agreement shall be required as a result of any payment of any outstanding Revolving Credit Loans or Swing Line Loans on the Amendment No. 9

Amendment Transactions. This Amendment concurrently (1a) amends the Existing Credit Agreement to add the U.K Borrower as a Borrower in respect of the Revolving Credit Facility and the Tranche A Term Loan Facility under the Credit Agreement and (b) constitutes a Refinancing Amendment and an Incremental Facility Amendment under the Credit Agreement. Subject to the terms and satisfaction of the conditions set forth hereinin Section 2 hereof, (a)(i) each Refinancing Term Lender will make (or, if applicable, convert, exchange or roll its Refinanced Term Loans to or for) Refinancing Term Loans in an amount set forth opposite its name on Schedule 2.01(a), (ii) the U.S. Borrower will prepay (in cash or through delivery by the Borrowers of Refinancing Term Loans, as applicable) the entire remaining amount of the Refinanced Term Loans, together with accrued and unpaid interest thereon and (iii) each Refinancing Tranche A Term Loan shall be deemed to be a “Tranche A Term Loan” under the Credit Agreement and each Refinancing Tranche B Term Loan shall be deemed to be a “Tranche B Term Loan” under the Credit Agreement and (b)(i) each New Revolving Credit Lender severally agrees will make available to make each of the U.S. Borrower and the U.K. Borrower New Revolving Credit Commitments available to the Borrower from the Amendment No. 9 Effective Date in an amount equal to the amount set forth opposite its name on Schedule 1.01A 2.01(b) hereto. On the Amendment No. 9 Effective Date, (xii) the Existing Refinanced Revolving Credit Commitments will be terminated continued as Refinancing Revolving Commitments and replaced with the Refinanced Revolving Loans will be continued as Refinancing Revolving Loans and (iii) each New Revolving Credit Commitments of the Commitment and New Revolving Credit Lenders as set forth on Schedule 1.01A hereto and (y) each Revolving Credit Lender that is not also a New Revolving Credit Lender will cease Loan shall be deemed to be a “Revolving Credit Lender. (2) All Letters of Credit outstanding under the Credit Agreement on the Amendment No. 9 Effective Date shall remain outstanding Commitment” and a “Revolving Loan”, respectively, under the Credit Agreement. Each New Revolving Credit Lender’s risk participation in each such Letter of Credit shall be determined in accordance with such New Revolving Credit Lender’s pro rata share, as provided in Section 2.03(c) of the Credit Agreement, as if such Letter of Credit had been issued on the Amendment No. 9 Effective Date immediately after giving effect to paragraph (a) above. For the avoidance of doubt, the Swing Line Lender and each L/C Issuer acting in such capacities immediately prior to the effectiveness of this Amendment shall continue to act in such capacities immediately following the effectiveness hereof. (3) Each New Revolving Credit Lender and the Administrative Agent acknowledge that all notice requirements set forth in the Credit Agreement with respect to the refinancing and increase contemplated by this Amendment have been satisfied and no payment under Section 3.05 of the Credit Agreement shall be required as a result of any payment of any outstanding Revolving Credit Loans or Swing Line Loans on the Amendment No. 9

Amendment Transactions. (1) This Amendment concurrently constitutes a Refinancing Amendment and an Incremental Facility Amendment under the Credit Agreement. Subject to the terms and satisfaction of the conditions set forth hereinin Section 2 hereof, each New Revolving Credit Lender severally agrees to make New Revolving Credit Commitments available to the Borrower from on the Amendment No. 9 2 Effective Date Date, (a)(i) each New Term Lender will make New Term Loans in the amount set forth opposite its name on Schedule 2.01(a), (ii) the U.K. Borrower will prepay the entire remaining principal amount of the Refinanced Tranche A Term Loans, together with accrued and unpaid interest thereon, (iii) the U.S. Borrower will prepay the entire remaining principal amount of the Tranche B Term Loans, together with accrued and unpaid interest thereon, (iv) the commitment of each Refinancing Tranche A-1 Term Lender to make Refinancing Tranche A-1 Term Loans shall be deemed to be a “Tranche A-1 Term Commitment” under the Credit Agreement and the commitment of each Tranche A-2 Term Lender to make Tranche A-2 Term Loans shall be deemed to be a “Tranche A-2 Term Commitment” under the Credit Agreement and (v) each Refinancing Tranche A-1 Term Loan shall be deemed to be a “Tranche A-1 Term Loan” under the Credit Agreement and each Tranche A-2 Term Loan shall be deemed to be a “Tranche A-2 Term Loan” under the Credit Agreement and (b)(i) each New Revolving Lender will make available to each of the U.S. Borrower and the U.K. Borrower New Revolving Commitments in an amount equal to the amount set forth opposite its name on Schedule 1.01A 2.01(b) hereto. On the Amendment No. 9 Effective Date, (xii) the Existing Refinanced Revolving Credit Commitments will be terminated continued as Refinancing Revolving Commitments and replaced with the Refinanced Revolving Loans will be continued as Refinancing Revolving Loans and (iii) each New Revolving Credit Commitments of the Commitment and New Revolving Credit Lenders as set forth on Schedule 1.01A hereto and (y) each Revolving Credit Lender that is not also a New Revolving Credit Lender will cease Loan shall be deemed to be a “Revolving Credit Lender. (2) All Letters of Credit outstanding under the Credit Agreement on the Amendment No. 9 Effective Date shall remain outstanding Commitment” and a “Revolving Loan”, respectively, under the Credit Agreement. Each New Revolving Credit Lender’s risk participation in each such Letter of Credit shall be determined in accordance with such New Revolving Credit Lender’s pro rata share, as provided in Section 2.03(c) of the Credit Agreement, as if such Letter of Credit had been issued on the Amendment No. 9 Effective Date immediately after giving effect to paragraph (a) above. For the avoidance of doubt, the Swing Line Lender and each L/C Issuer acting in such capacities immediately prior to the effectiveness of this Amendment shall continue to act in such capacities immediately following the effectiveness hereof. (3) Each New Revolving Credit Lender and the Administrative Agent acknowledge that all notice requirements set forth in the Credit Agreement with respect to the refinancing and increase contemplated by this Amendment have been satisfied and no payment under Section 3.05 of the Credit Agreement shall be required as a result of any payment of any outstanding Revolving Credit Loans or Swing Line Loans on the Amendment No. 9

Amendment Transactions. (1a) Subject to the terms and conditions set forth herein, each New Revolving Credit Consenting Term Lender severally agrees to make New Revolving Credit Commitments available continue all of its Existing Series B-2 Term Loans as Amended Series B-2 Term Loans in an aggregate principal amount equal to the aggregate outstanding principal amount of its Existing Series B-2 Term Loans. (b) The Borrower hereby gives notice to each Non-Consenting Term Lender that, upon receipt of executed counterparts selecting “Option A” on the applicable signature page hereto from Existing Series B-2 Term Lenders holding more than 50% of the sum of the outstanding Existing Series B-2 Term Loans immediately prior to the Amendment No. 9 4 Effective Date in if such Non-Consenting Term Lender has not executed and delivered an amount equal executed counterpart selecting “Option A” on the applicable signature page hereto on or prior to the Consent Deadline, such Non-Consenting Term Lender shall, pursuant to Section 3.07 of the Credit Agreement (as amended by this Amendment), execute or be deemed to have executed a counterpart of the Master Assignment and shall in accordance therewith sell and assign (or be deemed to sell and assign) the entire outstanding principal amount of its Existing Series B-2 Term Loans to the Replacement Lender as specified in the Master Assignment. Pursuant to the Master Assignment, each Non-Consenting Term Lender shall sell and assign (or be deemed to sell and assign) the entire outstanding principal amount of its Existing Series B-2 Term Loans as set forth opposite its name in the table set out in Section 6 of the Master Assignment, as such table is completed by the Administrative Agent on Schedule 1.01A hereto. On or prior to the Amendment No. 9 4 Effective Date, (x) to the Replacement Lender under such Master Assignment, solely upon the consent and acceptance by the Replacement Lender. The Replacement Lender shall be deemed to have consented to this Amendment with respect to such purchased Existing Revolving Credit Commitments will be terminated and replaced with Series B-2 Term Loans at the New Revolving Credit Commitments time of the New Revolving Credit Lenders as set forth on Schedule 1.01A such assignment. Each Existing Series B-2 Term Lender that executes a counterpart hereto and (y) each Revolving Credit Lender selects “Option B” on the applicable signature page hereto agrees that is not also a New Revolving Credit Lender will cease such signature constitutes its signature to be a Revolving Credit Lenderthe Master Assignment. (2c) All Letters of Credit outstanding under On and after Amendment No. 4 Effective Date, each reference in the Credit Agreement on the Amendment No. 9 Effective Date shall remain outstanding under the Credit Agreement. Each New Revolving Credit Lender’s risk participation in each such Letter of Credit (as amended by this Amendment) to “Series B-2 Term Loans” shall be determined in accordance deemed a reference to the Amended Series B-2 Term Loans and each reference to “Series B-2 Term Lenders” shall be deemed a reference to the “Consenting Term Lenders”. (d) Each Consenting Term Lender, the other Lenders (together with such New Revolving Credit Lender’s pro rata share, as provided in Section 2.03(cthe Consenting Term Lenders) of the Credit Agreement, as if such Letter of Credit had been issued on the Amendment No. 9 Effective Date constituting Required Lenders (immediately after prior to giving effect to paragraph (athe transactions herein) above. For the avoidance of doubt, the Swing Line Lender and each L/C Issuer acting in such capacities immediately prior to the effectiveness of this Amendment shall continue to act in such capacities immediately following the effectiveness hereof. (3) Each New Revolving Credit Lender and the Administrative Agent acknowledge that all notice requirements set forth in the Credit Agreement with respect to the refinancing and increase replacement of Non-Consenting Term Lenders contemplated by this Amendment have been satisfied and no payment under Section 3.05 of the Credit Agreement shall deemed to be required as a result of any payment of any outstanding Revolving Credit Loans or Swing Line Loans on the Amendment No. 9satisfied.

Amendment Transactions. (1a) Subject to the terms and conditions set forth herein, each New Revolving Credit the Refinancing Term Lender severally agrees to make New Revolving Credit Commitments available Refinancing Term Loans to the Borrower from the Amendment No. 9 Effective Date in an amount equal to the amount set forth opposite its name on Schedule 1.01A hereto. On the Amendment No. 9 Effective Date, (x) the Existing Revolving Credit Commitments will be terminated and replaced with the New Revolving Credit Commitments of the New Revolving Credit Lenders as set forth on Schedule 1.01A hereto and (y) each Revolving Credit Lender that is not also a New Revolving Credit Lender will cease to be a Revolving Credit Lender. (2) All Letters of Credit outstanding under the Credit Agreement on the Amendment No. 9 6 Effective Date shall remain outstanding under the Credit Agreement. Each New Revolving Credit Lender’s risk participation in each such Letter of Credit an aggregate amount equal to $3,119,286,250, which Refinancing Term Loans shall be determined applied to the prepayment and refinancing in accordance full of the entire outstanding amount of the Refinanced Series B-2 Term Loans, together with such New Revolving Credit Lender’s pro rata shareaccrued and unpaid interest thereon, as provided in Section 2.03(c) of the Credit Agreement, as if such Letter of Credit had been issued on the Amendment No. 9 Effective Date immediately after giving effect to paragraph date hereof (a) above. For the avoidance of doubt, the Swing Line Lender and each L/C Issuer acting in such capacities immediately prior to the effectiveness of this Amendment shall continue to act in such capacities immediately following Amendment) (the effectiveness hereof“Refinancing”). (3b) Each New Revolving Credit Immediately after giving effect to the Refinancing, the Borrower shall effect the prepayment of a portion of the Refinancing Term Loans in the amount of the Prepayment Amount (the transactions in this clause (b), the “Prepayment”). (c) The Refinancing Term Lender and the Administrative Agent acknowledge and agree that (i) certain of the Series B-2 Term Lenders who hold Refinanced Series B-2 Term Loans may agree, by executing and delivering a Series B-2 Lender Agreement in the form of Annex I hereto and selecting the “Cashless Settlement Option”, to convert, exchange or “cashlessly roll” all of their Refinanced Series B-2 Term Loans to or for Refinancing Term Loans (immediately after giving effect to the Prepayment) (the “Cashless Roll”) and immediately after giving effect to the Cashless Roll, the Series B-2 Lenders who hold Refinancing Term Loans will be as set forth in Schedule 1.01A (after giving effect this Amendment), (ii) all notice requirements set forth in the Credit Agreement with respect to the refinancing and increase contemplated by this Amendment have been satisfied and (iii) and no payment under Section 3.05 of the Credit Agreement shall be required as a result of any payment or deemed payment of any outstanding Revolving Credit Loans or Swing Line Series B-2 Term Loans on the Amendment No. 96