Closing Settlement Option to have 100% of the outstanding principal amount of the Term Loans under the Credit Agreement held by such Lender prepaid on the Amendment No. 1 Effective Date, and purchase by assignment the principal amount of Term B-1 Loans under the Credit Agreement as amended by the Amendment which has been committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Administrative Agent).
Closing Settlement Option. ¨ to have 100% of the outstanding principal amount of the Domestic Term Loans under the Credit Agreement held by such Domestic Term Lender prepaid on the Restatement Effective Date and acquire by novation the principal amount of Term Loans under the Second Amended and Restated Credit Agreement committed to separately by the undersigned (or such lesser amount allocated to such Domestic Term Lender by the Administrative Agent).
Closing Settlement Option. ☐ to have the entire aggregate principal amount of its Term B-1 Loan prepaid on the Amendment No. 4 Effective Date and purchase by assignment the aggregate principal amount of Term B-2 Loan committed to separately by the undersigned (or such lesser amount as may be notified to such Lender by the Administrative Agent). , (Name of Institution including branch if applicable) By: Name: Title: [If a second signature is necessary: By: Name: Title:] and as further amended by Amendment No. 3, dated as of December 13, 2023, and as further amended by Amendment No. 4, dated as of December 13, 2023June 13, 2024 CITIBANK, N.A.,N.A., JPMORGAN CHASE BANK, N.A.,BOFA SECURITIESN.A., INC. XXXXX FARGO SECURITIES, LLC, and BMOPNC CAPITAL MARKETS CORP., BARCLAYSDEUTSCHE BANK PLC and as CO-DOCUMENTATION AGENTS SECTION 1. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Terms Generally; Certain Interpretive Provisions and Classification and Reclassification 4647 1.03 Limited Condition Transactions 4748 1.04 Divisions 4849 1.05 Currency Equivalents Generally 4849 1.06 Treatment of Subsidiaries Prior to Joinder 4849 SECTION 2. AMOUNT AND TERMS OF CREDIT 4950 2.01 The Commitments 4950 2.02 Minimum Amount of Each Borrowing 4951 2.03 Notice of Borrowing 4951 2.04 Disbursement of Funds 5051 2.05 Notes 5052 2.06 Interest Rate Conversions 5152 2.07 Pro Rata Borrowings 5152 2.08 Interest 5153 2.09 Interest Periods 5253 2.10 Increased Costs, Illegality, etc. 5354 2.11 Compensation 5456 2.12 Change of Lending Office 5556 2.13 Replacement of Lenders 5556 2.14 Extended Term Loans 5557 2.15 Incremental Term Loan Commitments 5759 2.16 Alternate Rate of Interest 5961 2.17 [Reserved] 6365 2.18 Refinancing Term Loans 6365 2.19 Reverse Dutch Auction Repurchases 6566 2.20 Open Market Purchases 6667 SECTION 3. [RESERVED] 6668 SECTION 4. FEES; REDUCTIONS OF COMMITMENT 6668 4.01 Fees 6668 4.02 Mandatory Reduction of Commitments 6768 SECTION 5. PREPAYMENTS; PAYMENTS; TAXES 6769 5.01 Voluntary Prepayments 6769 5.02 Mandatory Repayments 6870 5.03 Method and Place of Payment 7173 5.04 Net Payments 7173 SECTION 6. CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE CLOSING DATE 7375 6.01 Term Loan Credit Agreement 7375 6.02 Opinions of Counsel 7375 6.03 Corporate Documents; Proceedings, etc. 7375 6.04 Intercreditor Agreement 7375 6.05 Security Agreements 7375 6.06 Subsidiaries Guaranty 7476 6.07 Financial Statements 7476 6.08 Solvency Certificate 7476 6.09 Fees, etc. 7476 6.10 Representations and Warr...
Closing Settlement Option. To convert 100% of the outstanding principal amount of Existing Term Loans held by such Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into New Term Loans in a like principal amount. To have 100% of the outstanding principal amount of Existing Term Loans held by such Lender prepaid on the Amendment No. 2 Effective Date and to agree to purchase from the Fronting Lenders pursuant to one or more Assignment and Assumptions New Term Loans in the principal amount of such Existing Term Loans (or such lesser amount allocated to such Lender by the Administrative Agent) on or immediately after the Amendment No. 2 Effective Date. As Lender By: Xxxxxx, Xxxxxx & Company, L.P., Its Investment Manager By: Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner as a Term Lender By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Vice President AMENDMENT NO. 2 — PRESS XXXXX FIRST LIEN
Closing Settlement Option. ¨ to have 100% of the outstanding principal amount of the Australian Term Loans under the Credit Agreement held by such Australian Lender prepaid on the Restatement Effective Date and acquire by novation the principal amount of Term Loans under the Second Amended and Restated Credit Agreement committed to separately by the undersigned (or such lesser amount allocated to such Australian Lender by the Administrative Agent).
Closing Settlement Option. ¨ to have 100% of the outstanding principal amount of the Euro Term E-1 Loans held by such Lender prepaid on the Amendment No. 9 Effective Date and purchase by assignment the principal amount of the Euro Term F Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Amendment No. 9
Closing Settlement Option. ¨ to have 100% of the outstanding principal amount of the Tranche B-3 Term Loans under the Credit Agreement held by such Lender prepaid on the Amendment and Restatement Effective Date and purchase by assignment the principal amount of Initial Term Loans under the Amended and Restated Credit Agreement committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Administrative Agent).
Closing Settlement Option. ☐ The undersigned Xxxxxx agrees that the entire amount of such Xxxxxx’s outstanding Term B Loans will be prepaid at par on the Amendment No. 3 Effective Date and following the Amendment No. 3 Effective Date, such Lender (or its designated Affiliate, if agreed by the Amendment No. 3 Lead Arrangers) shall purchase by assignment Term B-1 Loans in an equal principal amount as its outstanding Term B Loans or such lesser amount allocated to such Lender by the Amendment No. 3 Lead Arrangers.
Closing Settlement Option. ☐ to have 100% of the outstanding principal amount of the Existing Term B1 Loans held by such Term B1 Lender repaid on the Amendment No. 1 Effective Date and to purchase by assignment from the Additional Term B1 Lender a like principal amount in Dollars of new Term B1 Loans (or such lesser amount as notified to such Lender by the Administrative Agent). (Name of Institution) By: Name: Title: If a second signature is necessary: By: Name: Title: EXHIBIT A-2 The undersigned Term B2 Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows:
Closing Settlement Option. ☐ to have 100% of the outstanding principal amount of the Existing U.S. Term B-1 Loans held by such U.S. Term B-1 Lender repaid on the Amendment No. 6 Effective Date and to purchase by assignment from the Additional U.S. Term B-3 Lender a like principal amount in Dollars of new U.S. Term B-3 Loans (or such lesser amount as notified to such Lender by the Amendment No. 6 Arrangers). ________________________________________, (Name of Institution) By: ____________________________________ Name: Title: If a second signature is necessary: By: ____________________________________ Name: Title: ARTICLE I
