Common use of 2019 Incremental Term Loans Clause in Contracts

2019 Incremental Term Loans. (a) Each 2019 Incremental Term Loan Lender severally agrees to make, on the Fifth Amendment Effective Date, a 2019 Incremental Term Loan denominated in Dollars to U.S. Borrower (with the Borrowers being liable therefor on a joint and several basis) in an amount equal to such 2019 Incremental Term Loan Lender’s commitment amount set forth on Schedule I hereto. Each 2019 Incremental Term Loan Lender’s 2019 Incremental Term Loan Commitment shall terminate immediately and without further action on the Fifth Amendment Effective Date after giving effect to the funding of such 2019 Incremental Term Loan Lender’s 2019 Incremental Term Loan Commitment on such date. Any amount of the 2019 Incremental Term Loans that is subsequently repaid or prepaid may not be reborrowed. (b) The 2019 Incremental Term Loans shall constitute Incremental Term Loans and shall be added to, constitute a part of, and have the same terms as the Existing Term Loans and shall be added to each borrowing of outstanding Existing Term Loans on the Fifth Amendment Effective Date pursuant to the Existing Loans Notice (as defined below) on a pro rata basis (based on the relative sizes of such borrowings), so that each 2019 Incremental Term Loan Lender providing such 2019 Incremental Term Loans will participate proportionately in each outstanding borrowing of Existing Term Loans based on the principal amount of 2019 Incremental Term Loans provided by such 2019 Incremental Term Loan Lender. (c) Each 2019 Incremental Term Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent 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; (iii) appoints and authorizes the Administrative Agent, Syndication Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent, Syndication Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (d) Each 2019 Incremental Term Loan Lender party hereto hereby agrees to make its 2019 Incremental Term Loan Commitment on the following terms and conditions:

2019 Incremental Term Loans. Pursuant to Section 2.14 of the Credit Agreement, and subject solely to the satisfaction of the conditions precedent set forth in such Section 2.14 and Article IV hereof, on and as of the Second Amendment Effective Date: (a) Each The 2019 Incremental Term Loan Lender severally party hereto hereby agrees to make, on the Fifth Amendment Effective Date, make a 2019 Incremental Term Loan term loan denominated in Dollars to U.S. the Borrower (with on the Borrowers being liable therefor on a joint and several basis) Second Amendment Effective Date in an aggregate principal amount equal not to such exceed the amount of the 2019 Incremental Term Loan Lender’s commitment amount set forth on Schedule I heretoCommitment. Each 2019 Incremental Term Loan Lender’s 2019 Incremental Term Loan Commitment shall terminate immediately and without further action on the Fifth Amendment Effective Date after giving effect to the funding of such 2019 Incremental Term Loan Lender’s 2019 Incremental Term Loan Commitment on such date. Any The full amount of the 2019 Incremental Term Loans that is subsequently shall be drawn by the Borrower in a single drawing on the Second Amendment Effective Date and amounts borrowed pursuant to this Second Amendment and repaid or prepaid may not be reborrowedre-borrowed. The 2019 Incremental Term Loans (x) shall be added to, and thereafter constitute a part of, the existing Class of Initial Term Loans and (y) shall be subject to the same terms applicable to the Initial Term Loans as set forth in the Credit Agreement (as amended hereby). The 2019 Incremental Term Loans shall be subject to scheduled amortization as set forth in the Credit Agreement (as amended hereby) with the remaining outstanding principal amount due and payable in full on the Maturity Date for the existing Initial Term Loans. (b) The 2019 Incremental Term Loans Lender, the Administrative Agent and the Loan Parties party hereto agree that this Second Amendment shall constitute an Incremental Amendment pursuant to and in accordance with Section 2.14 of the Credit Agreement. (c) Immediately upon the incurrence of the 2019 Incremental Term Loans and shall be added toon the Second Amendment Effective Date, constitute a part of, and have (i) the same terms as the Existing 2019 Incremental Term Loans and shall be added to (and form part of) each borrowing Borrowing of outstanding Existing existing Initial Term Loans on outstanding under the Fifth Amendment Effective Date pursuant Credit Agreement immediately prior to the Existing Loans Notice (as defined below) effectiveness of this Second Amendment on a pro rata basis (based on the relative sizes principal amount of such borrowingseach Borrowing), so that each 2019 Incremental Term Loan Lender providing such 2019 Incremental Term Loans will participate proportionately in each then outstanding borrowing Borrowing of Existing Initial Term Loans, (ii) in connection with the foregoing, the Administrative Agent shall (and is hereby authorized to) take all necessary actions to ensure that all Term Lenders participate in each Borrowing of Initial Term Loans based on (after giving effect to the principal amount incurrence of 2019 Incremental Term Loans) on a pro rata basis (based upon the then outstanding principal amount of all Initial Term Loans provided held by the Term Lenders at such time), (iii) the 2019 Incremental Term Loan Lender. (c) Each 2019 Incremental Loans shall constitute a single Class of Term Loan Lender (i) confirms that it has received a copy of Loans with the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent 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; (iii) appoints and authorizes the Administrative Agent, Syndication Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent, Syndication Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; Initial Term Loans and (iv) agrees that it will perform in accordance with their terms the 2019 Incremental Term Loans shall constitute “Initial Term Loans” for all of purposes under, and subject to the obligations which by provisions of, the terms of the Amended Credit Agreement are required to be performed by it as a LenderLoan Documents. (d) Each The 2019 Incremental Term Loan Lender party hereto hereby agrees to make its Commitment of the 2019 Incremental Term Loan Commitment Lender shall be automatically and permanently reduced to $0 upon the funding of the 2019 Incremental Term Loans to be made by the 2019 Incremental Term Lender on the following terms Second Amendment Effective Date. (e) The proceeds of the 2019 Incremental Term Loans shall be used by the Borrower to (i) repay outstanding Revolving Credit Loans and conditions:(ii) pay fees and expenses related to this Second Amendment and the incurrence of the 2019 Incremental Term Loans. (f) The Borrower hereby designates that all of the 2019 Incremental Term Loans are being incurred in reliance on Section 2.14(d)(v)(B) of the Credit Agreement.

2019 Incremental Term Loans. (a) Each 2019 Incremental Term Loan Lender severally agrees to make, on the Fifth Amendment Effective Date, a 2019 Incremental Term Loan denominated in Dollars to U.S. Borrower (with the Borrowers being liable therefor on a joint and several basis) in an amount equal to such 2019 Incremental Term Loan Lender’s commitment amount set forth on Schedule I hereto. Each 2019 Incremental Term Loan Lender’s 2019 Incremental Term Loan Commitment shall terminate immediately and without further action on the Fifth Amendment Effective Date after giving effect to Upon the funding of such 2019 Incremental Term Loan Lender’s 2019 Incremental Term Loan Commitment on such date. Any amount of the 2019 Incremental Term Loans (such date, the “2019 Term Loan Increase Effective Date”), the 2019 Incremental Term Loans shall constitute an increase to and a part of the “Initial Term Loans”, shall be designated as part of the same Class of Term Loans as the Initial Term Loans, and the 2019 Incremental Lender (and each of its successors and permitted assigns with respect to the 2019 Incremental Term Loans) will be a “Term Loan Lender”, as each is defined in the Credit Agreement. After the execution of this Agreement by the parties hereto, each reference in the Credit Agreement to “Initial Term Loans”, and each reference in the Credit Agreement to “Term Loan Lender” shall include, respectively, the 2019 Incremental Term Loans and the 2019 Incremental Lender (and each of its successors and permitted assigns with respect to the 2019 Incremental Term Loans). The Agent shall take any and all action as may be reasonably necessary to ensure that is subsequently the 2019 Incremental Term Loans are included in each repayment of Initial Term Loans on a pro rata basis. In furtherance of the foregoing, on the 2019 Term Loan Increase Effective Date, there shall commence an initial Interest Period with respect to the 2019 Incremental Term Loans, which Interest Period shall end on the last day of the Interest Period then-applicable to the Initial Term Loans outstanding immediately prior to the 2019 Term Loan Increase Effective Date. Amounts borrowed in accordance with this Incremental Assumption Agreement and repaid or prepaid may not be reborrowed. (b) The re-borrowed. 2019 Incremental Term Loans shall constitute Incremental Term may be Base Rate Loans and shall be added to, constitute a part of, and have the same terms as the Existing Term Loans and shall be added to each borrowing of outstanding Existing Term Loans on the Fifth Amendment Effective Date pursuant to the Existing Loans Notice (as defined below) on a pro rata basis (based on the relative sizes of such borrowings), so that each 2019 Incremental Term Loan Lender providing such 2019 Incremental Term Loans will participate proportionately in each outstanding borrowing of Existing Term Loans based on the principal amount of 2019 Incremental Term Loans provided by such 2019 Incremental Term Loan Lenderor Eurodollar Loans. (c) Each 2019 Incremental Term Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent 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; (iii) appoints and authorizes the Administrative Agent, Syndication Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent, Syndication Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (d) Each 2019 Incremental Term Loan Lender party hereto hereby agrees to make its 2019 Incremental Term Loan Commitment on the following terms and conditions:

2019 Incremental Term Loans. (a) Each On the 2019 Incremental Term Loan Closing Date, each 2019 Incremental Term Loan Lender severally agrees to make, on the Fifth Amendment Effective Date, make to US Borrower a 2019 Incremental Term Loan denominated Loan, which will be made in Dollars to U.S. Borrower (with the Borrowers being liable therefor on a joint and several basis) Dollars, in an amount equal to such its Incremental Term Loan Commitment, as specified in the applicable Borrowing Notice and Certificate delivered in accordance with the 2019 Incremental Amendment; provided that the 2019 Incremental Term Loan Lender’s commitment amount set forth on Schedule I hereto. Each made by any 2019 Incremental Term Loan Lender’s Lender shall not exceed the 2019 Incremental Term Loan Commitment shall terminate immediately and without further action on the Fifth Amendment Effective Date after giving effect to the funding of such 2019 Incremental Term Loan Lender’s Lender and the 2019 Incremental Term Loans shall not exceed the 2019 Incremental Term Loan Commitments in the aggregate. Upon the making by a 2019 Incremental Term Loan Lender of its 2019 Incremental Term Loan on the 2019 Incremental Term Loan Closing Date, the 2019 Incremental Term Loan Commitment on of such date2019 Incremental Term Loan Lender shall be reduced to zero. Any The principal amount of the 2019 Incremental Term Loans that is subsequently repaid or shall not amortize. Unless otherwise prepaid may not be reborrowed. (b) The in accordance with the terms and conditions in this Agreement, the outstanding principal amount of the 2019 Incremental Term Loans shall constitute become due and payable on the Termination Date for the 2019 Incremental Term Loans and shall be added toLoans. Once repaid or prepaid, constitute a part of, and have the same terms as the Existing Term Loans and shall be added to each borrowing of outstanding Existing Term Loans on the Fifth Amendment Effective Date pursuant to the Existing Loans Notice (as defined below) on a pro rata basis (based on the relative sizes of such borrowings), so that each no 2019 Incremental Term Loan Lender providing such or portion thereof may be reborrowed. Interest on the 2019 Incremental Term Loans will participate proportionately in each outstanding borrowing of Existing Term Loans based on the principal amount of 2019 Incremental Term Loans provided by such 2019 Incremental Term Loan Lendershall be payable pursuant to Section 2.7. (c) Each 2019 Incremental Term Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent 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; (iii) appoints and authorizes the Administrative Agent, Syndication Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent, Syndication Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (d) Each 2019 Incremental Term Loan Lender party hereto hereby agrees to make its 2019 Incremental Term Loan Commitment on the following terms and conditions: