Common use of Exchange Mechanics Clause in Contracts

Exchange Mechanics. (i) On the Effective Date, upon the satisfaction of the conditions set forth in Section 4 hereof, the outstanding amount of Existing Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) shall be deemed to be exchanged for an equal outstanding amount of Tranche B-1 Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative Agent. (ii) To the extent there exists any Reallocated Loans, promptly following the Effective Date (but not later than 30 days following the Effective Date), each New Lender and each Converting Lender purchasing additional Tranche B-1 Loans shall purchase Reallocated Loans from the Fronting Banks as directed by the Lead Arranger in accordance with such Participating Lender’s Tranche B-1 Participation Notice and as allocated by the Lead Arranger. Except to the extent otherwise agreed by the Fronting Banks, purchases and sales of Reallocated Loans shall be made on a ratable basis among the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (other than a Converting Lender (except to the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit Documents.

Exchange Mechanics. (i) On the Amendment No. 1 Effective Date, upon the satisfaction or waiver (by the Lead Arrangers) of the conditions set forth in Section 4 3 hereof, the outstanding principal amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Amendment shall be deemed to be exchanged for an equal outstanding principal amount of Tranche B-1 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Term Administrative AgentAgent in its sole discretion in consultation with the Borrower. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into Tranche B-1 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Converting Lender hereby waives any rights or claims to compensation pursuant to Section 2.11 of the Credit Agreement in respect of its Existing Term Loans exchanged for Tranche B-1 Term Loans. (ii) (A) To the extent there exists exist (1) any Reallocated Participating Cash Settlement Term Loans, the Fronting Bank shall be deemed to exchange on the Amendment No. 1 Effective Date such Reallocated Term Loans on a cashless settlement basis for an equal aggregate principal amount of Tranche B-1 Term Loans under the Credit Agreement and (2) any Non-Participating Cash Settlement Term Loans, the Fronting Bank shall apply on the Amendment No. 1 Effective Date proceeds of Tranche B-1 Term Loans in an aggregate amount equal to the aggregate amount of such Non-Participating Cash Settlement Term Loans to the repayment of such Non-Participating Cash Settlement Term Loans and (B) promptly following the Amendment No. 1 Effective Date (but not later than 30 days following the Amendment No. 1 Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Term Lender purchasing additional Tranche B-1 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank the Tranche B-1 Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans as directed by the Lead Arranger Arrangers hereunder (in each case, subject to the prior written consent of the Borrower), in accordance with such Repricing Participating Lender’s Tranche B-1 Participation Notice and as allocated by the Lead ArrangerArrangers hereunder. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Term Loans and Tranche B-1 Term Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAcceptance.

Exchange Mechanics. (i) On the Amendment No. 6 Effective Date, upon the satisfaction or waiver (by the Lead Arrangers) of the conditions set forth in Section 4 3 hereof, the outstanding principal amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Amendment shall be deemed to be exchanged for an equal outstanding principal amount of Tranche B-1 B-3 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Term Administrative AgentAgent in its sole discretion in consultation with the Borrower. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into Tranche B-3 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Converting Lender hereby waives any rights or claims to compensation pursuant to Section 2.11 of the Credit Agreement in respect of its Existing Term Loans exchanged for Tranche B-3 Term Loans. (ii) (A) To the extent there exists exist (1) any Reallocated Participating Cash Settlement Term Loans, the Fronting Bank shall be deemed to exchange on the Amendment No. 6 Effective Date such Reallocated Term Loans on a cashless settlement basis for an equal aggregate principal amount of Tranche B-3 Term Loans under the Credit Agreement and (2) any Non-Participating Cash Settlement Term Loans, the Fronting Bank shall apply on the Amendment No. 6 Effective Date proceeds of Tranche B-3 Term Loans in an aggregate amount equal to the aggregate amount of such Non-Participating Cash Settlement Term Loans to the repayment of such Non-Participating Cash Settlement Term Loans and (B) promptly following the Amendment No. 6 Effective Date (but not later than 30 days following the Amendment No. 6 Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Term Lender purchasing additional Tranche B-1 B-3 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank the Tranche B-3 Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans as directed by the Lead Arranger Arrangers hereunder (in each case, subject to the prior written consent of the Borrower), in accordance with such Repricing Participating Lender’s Tranche B-1 B-3 Participation Notice and as allocated by the Lead ArrangerArrangers hereunder. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Term Loans and Tranche B-3 Term Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAcceptance.

Exchange Mechanics. (i) On the Amendment No. 6 Effective Date, upon the satisfaction or waiver of the conditions set forth in Section 4 3 hereof, the outstanding amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Agreement shall be deemed to be exchanged for an equal outstanding amount of Tranche B-1 B-6 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentAgent in its sole discretion. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into Tranche B-6 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. Notwithstanding anything to the contrary herein, each Converting Lender hereby waives any break funding payments in respect of such Lender’s Existing Term Loans. (ii) To the extent there exists exist any Reallocated Loans, (x) on the Amendment No. 6 Effective Date, the Fronting Bank shall provide such Reallocated Loans to the Borrower in the amount set forth opposite the Fronting Bank’s name on Annex I hereto by purchase of Existing Term Loans in such amount and exchange for Tranche B-6 Term Loans on a cashless settlement basis and (y) promptly following the Amendment No. 6 Effective Date (but not later than 30 days following the Amendment No. 6 Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Lender purchasing additional Tranche B-1 B-6 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank as directed by the Lead Arranger in accordance with such Participating Lender’s Tranche B-1 B-6 Participation Notice and as allocated by the Lead Arranger. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.

Exchange Mechanics. (i) On the First Amendment Effective Date, upon the satisfaction or waiver (by the Lead Arrangers) of the conditions set forth in Section 4 hereof, the outstanding amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Amendment shall be deemed to be exchanged for an equal outstanding amount of Tranche B-1 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentLead Arrangers in their sole discretion in consultation with the Borrower. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into Tranche B-1 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. (ii) (A) To the extent there exists exist (1) any Reallocated Participating Cash Settlement Term Loans, the Fronting Bank shall be deemed to exchange on the First Amendment Effective Date such Reallocated Term Loans on a cashless settlement basis for an equal aggregate principal amount of Tranche B-1 Term Loans under the Credit Agreement and (2) any Non-Participating Cash Settlement Term Loans, the Fronting Bank shall apply on the First Amendment Effective Date proceeds of Tranche B-1 Term Loans in an aggregate amount equal to the aggregate amount of such Non-Participating Cash Settlement Term Loans to the repayment of such Non-Participating Cash Settlement Term Loans and (B) promptly following the First Amendment Effective Date (but not later than 30 days following the First Amendment Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Term Lender purchasing additional Tranche B-1 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank the Tranche B-1 Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans as directed by the Lead Arranger Arrangers in accordance with such Participating Lender’s Tranche B-1 Participation Notice and as allocated by the Lead ArrangerArrangers. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Term Loans and Tranche B-1 Term Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.

Exchange Mechanics. (i) On the Second Amendment Effective Date, upon the satisfaction or waiver (by the Lead Arrangers) of the conditions set forth in Section 4 hereof, the outstanding amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Amendment shall be deemed to be exchanged for an equal outstanding amount of Tranche B-1 B-2 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentLead Arrangers in their sole discretion in consultation with the Borrower. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into Tranche B-2 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. (ii) (A) To the extent there exists exist (1) any Reallocated Participating Cash Settlement Term Loans, the Fronting Bank shall be deemed to exchange on the Second Amendment Effective Date such Reallocated Term Loans on a cashless settlement basis for an equal aggregate principal amount of Tranche B-2 Term Loans under the Credit Agreement and (2) any Non-Participating Cash Settlement Term Loans, the Fronting Bank shall apply on the Second Amendment Effective Date proceeds of Tranche B-2 Term Loans in an aggregate amount equal to the aggregate amount of such Non-Participating Cash Settlement Term Loans to the repayment of such Non-Participating Cash Settlement Term Loans and (B) promptly following the Second Amendment Effective Date (but not later than 30 days following the Second Amendment Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Term Lender purchasing additional Tranche B-1 B-2 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank the Tranche B-2 Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans as directed by the Lead Arranger Arrangers in accordance with such Participating Lender’s Tranche B-1 B-2 Participation Notice and as allocated by the Lead ArrangerArrangers. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Term Loans and Tranche B-2 Term Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.

Exchange Mechanics. (i) On the Amendment No. 2 Effective Date, upon the satisfaction or waiver of the conditions set forth in Section 4 hereof, the outstanding amount of Existing Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Agreement shall be deemed to be exchanged for an equal outstanding amount of Tranche B-1 B-2 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentAgent in its sole discretion. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Loans of such Converting Lender the conversion of its Existing Loans into Tranche B-2 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Loans of such Converting Lender. Notwithstanding anything to the contrary herein, each Converting Lender hereby waives any break funding payments in respect of such Lender’s Existing Loans. (ii) To the extent there exists exist any Reallocated Loans, (x) on the Amendment No. 2 Effective Date, the Fronting Bank shall provide such Reallocated Loans to the Borrower in the amount set forth opposite the Fronting Bank’s name on Annex I hereto by purchase of Existing Loans in such amount and exchange for Tranche B-2 Term Loans on a cashless settlement basis and (y) promptly following the Amendment No. 2 Effective Date (but not later than 30 days following the Amendment No. 1 Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Lender purchasing additional Tranche B-1 B-2 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank as directed by the Lead Arranger in accordance with such Participating Lender’s Tranche B-1 B-2 Participation Notice and as allocated by the Lead Arranger. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.

Exchange Mechanics. (i) On the Amendment No. 1 Effective Date, upon the satisfaction or waiver of the conditions set forth in Section 4 hereof, the outstanding amount of Existing Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Agreement shall be deemed to be exchanged for an equal outstanding amount of Tranche B-1 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentAgent in its sole discretion. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Loans of such Converting Lender the conversion of its Existing Loans into Tranche B-1 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Loans of such Converting Lender. Notwithstanding anything to the contrary herein, each Converting Lender hereby waives any break funding payments in respect of such Lender’s Initial Term Loans. (ii) To the extent there exists exist any Reallocated Loans, (x) on the Amendment No. 1 Effective Date, the Fronting Bank shall provide such Reallocated Loans to the Borrower in the amount set forth opposite the Fronting Bank’s name on Annex I hereto by purchase of Existing Loans in such amount and exchange for Tranche B-1 Term Loans on a cashless settlement basis and (y) promptly following the Amendment No. 1 Effective Date (but not later than 30 days following the Amendment No. 1 Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Lender purchasing additional Tranche B-1 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank as directed by the Lead Arranger Arrangers in accordance with such Participating Lender’s Tranche B-1 Participation Notice and as allocated by the Lead ArrangerArrangers. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.

Exchange Mechanics. (i) On the Amendment No. 1 Effective Date, upon the satisfaction or waiver (by the Lead Arranger) of the conditions set forth in Section 4 3 hereof, the outstanding principal amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Amendment shall be deemed to be exchanged for an equal outstanding principal amount of Tranche B-1 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentAgent in its sole discretion in consultation with the Borrower. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into Tranche B-1 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Converting Lender hereby waives any rights or claims to compensation pursuant to Section 2.05(b)(viii) of the Credit Agreement in respect of its Existing Term Loans exchanged for Tranche B-1 Term Loans. (ii) (A) To the extent there exists exist (1) any Reallocated Participating Cash Settlement Term Loans, the Fronting Bank shall be deemed to exchange on the Amendment No. 1 Effective Date such Reallocated Term Loans on a cashless settlement basis for an equal aggregate principal amount of Tranche B-1 Term Loans under the Credit Agreement and (2) any Non-Participating Cash Settlement Term Loans, the Fronting Bank shall apply on the Amendment No. 1 Effective Date proceeds of Tranche B-1 Term Loans in an aggregate amount equal to the aggregate amount of such Non-Participating Cash Settlement Term Loans to the repayment of such Non-Participating Cash Settlement Term Loans and (B) promptly following the Amendment No. 1 Effective Date (but not later than 30 days following the Amendment No. 1 Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Term Lender purchasing additional Tranche B-1 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank the Tranche B-1 Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans as directed by the RBC Capital Markets in its capacity as Lead Arranger hereunder, in accordance with such Repricing Participating Lender’s Tranche B-1 Participation Notice and as allocated by the RBC Capital Markets in its capacity as Lead ArrangerArranger hereunder. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Term Loans and Tranche B-1 Term Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.

Exchange Mechanics. (i) On the Second Amendment Effective Date, upon the satisfaction or waiver (by the Lead Arranger) of the conditions set forth in Section 4 5 hereof, the outstanding principal amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Amendment shall be deemed to be exchanged for an equal outstanding principal amount of Tranche B-1 B-2 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentAgent in its sole discretion in consultation with the Borrower. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into Tranche B-2 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Converting Lender hereby waives any rights or claims to compensation pursuant to Section 2.16 of the Credit Agreement in respect of its Existing Term Loans exchanged for Tranche B-2 Term Loans. (ii) (A) To the extent there exists exist any Reallocated Term Loans, the Fronting Bank shall be deemed to exchange on the Second Amendment Effective Date such Reallocated Term Loans on a cashless settlement basis for an equal aggregate principal amount of Tranche B-2 Term Loans under the Credit Agreement and (B) promptly following the Second Amendment Effective Date (but not later than 30 days following the Second Amendment Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Term Lender purchasing additional Tranche B-1 B-2 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank the Tranche B-2 Term Loans (i) exchanged for or applied to the repayment of such Reallocated Term Loans or (ii) constituting 2018 Incremental Term Loans, in each case as directed by the RBC Capital Markets in its capacity as a Lead Arranger hereunder, in accordance with such Participating Tranche B-2 Term Lender’s Tranche B-1 Participation Notice B-2 Term Loan Commitment and as allocated by the RBC Capital Markets in its capacity as a Lead ArrangerArranger hereunder. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Term Loans, 2018 Incremental Term Loans and Tranche B-2 Term Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.

Exchange Mechanics. (i) On the First Amendment Effective Date, upon the satisfaction or waiver (by the Lead Arrangers) of the conditions set forth in Section 4 3 hereof, the outstanding principal amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Amendment shall be deemed to be exchanged for an equal outstanding principal amount of Tranche B-1 2024 Refinancing Term Loans under the Amended Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentAgent in its sole discretion in consultation with the Borrower. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into 2024 Refinancing Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Amended Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. (ii) (A) To the extent there exists exist (1) any Reallocated Participating Cash Settlement Term Loans, the Fronting Bank shall be deemed to exchange on the First Amendment Effective Date such Reallocated Term Loans on a cashless settlement basis for an equal aggregate principal amount of 2024 Refinancing Term Loans under the Amended Credit Agreement and (2) any Non-Participating Cash Settlement Term Loans, the Fronting Bank shall apply on the First Amendment Effective Date proceeds of 2024 Refinancing Term Loans in an aggregate amount equal to the aggregate amount of such Non-Participating Cash Settlement Term Loans to the repayment of such Non-Participating Cash Settlement Term Loans and (B) promptly following the First Amendment Effective Date (but not later than 30 days following the First Amendment Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Term Lender purchasing additional Tranche B-1 2024 Refinancing Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank the 2024 Refinancing Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans as directed by the Jxxxxxxxx Finance LLC in its capacity as Lead Arranger hereunder, in accordance with such Participating 2024 Refinancing Term Lender’s Tranche B-1 2024 Refinancing Participation Notice and and/or as allocated by the Jefferies in its capacity as a Lead ArrangerArranger hereunder. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Term Loans and 2024 Refinancing Term Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.

Exchange Mechanics. (i) On the First Amendment Effective Date, upon the satisfaction or waiver (by the Lead Arranger) of the conditions set forth in Section 4 hereof, the outstanding principal amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Amendment shall be deemed to be exchanged for an equal outstanding principal amount of Tranche B-1 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentAgent in its sole discretion in consultation with the Borrower. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into Tranche B-1 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Converting Lender hereby waives any rights or claims to compensation pursuant to Section 2.16 of the Credit Agreement in respect of its Existing Term Loans exchanged for Tranche B-1 Term Loans. (ii) (A) To the extent there exists exist (1) any Reallocated Participating Cash Settlement Term Loans, the Fronting Bank shall be deemed to exchange on the First Amendment Effective Date such Reallocated Term Loans on a cashless settlement basis for an equal aggregate principal amount of Tranche B-1 Term Loans under the Credit Agreement and (2) any Non-Participating Cash Settlement Term Loans, the Fronting Bank shall apply on the First Amendment Effective Date proceeds of Tranche B-1 Term Loans in an aggregate amount equal to the aggregate amount of such Non-Participating Cash Settlement Term Loans to the repayment of such Non-Participating Cash Settlement Term Loans and (B) promptly following the First Amendment Effective Date (but not later than 30 days following the First Amendment Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Term Lender purchasing additional Tranche B-1 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank the Tranche B-1 Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans as directed by the RBC Capital Markets in its capacity as a Lead Arranger hereunder, in accordance with such Repricing Participating Lender’s Tranche B-1 Participation Notice and as allocated by the RBC Capital Markets in its capacity as a Lead ArrangerArranger hereunder. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Term Loans and Tranche B-1 Term Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.

Exchange Mechanics. (i) On the Amendment No. 2 Effective Date, upon the satisfaction or waiver (by the Lead Arranger) of the conditions set forth in Section 4 3 hereof, the outstanding principal amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Amendment shall be deemed to be exchanged for an equal outstanding principal amount of Tranche B-1 B-2 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentAgent in its sole discretion in consultation with the Borrower. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into Tranche B-2 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Converting Lender hereby waives any rights or claims to compensation pursuant to Section 2.05(b)(viii) of the Credit Agreement in respect of its Existing Term Loans exchanged for Tranche B-2 Term Loans. (ii) (A) To the extent there exists exist (1) any Reallocated Participating Cash Settlement Term Loans, the Fronting Bank shall be deemed to exchange on the Amendment No. 2 Effective Date such Reallocated Term Loans on a cashless settlement basis for an equal aggregate principal amount of Tranche B-2 Term Loans under the Credit Agreement and (2) any Non-Participating Cash Settlement Term Loans, the Fronting Bank shall apply on the Amendment No. 2 Effective Date proceeds of Tranche B-2 Term Loans in an aggregate amount equal to the aggregate amount of such Non-Participating Cash Settlement Term Loans to the repayment of such Non-Participating Cash Settlement Term Loans and (B) promptly following the Amendment No. 2 Effective Date (but not later than 30 days following the Amendment No. 2 Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Term Lender purchasing additional Tranche B-1 B-2 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank the Tranche B-2 Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans as directed by the RBC Capital Markets in its capacity as Lead Arranger hereunder, in accordance with such Repricing Participating Lender’s Tranche B-1 B-2 Participation Notice and as allocated by the RBC Capital Markets in its capacity as Lead ArrangerArranger hereunder. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Term Loans and Tranche B-2 Term Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.

Exchange Mechanics. (i) On the Amendment No. 10 Effective Date, following the Limited Waivers Effectiveness, upon the satisfaction or waiver (by the Lead Arrangers) of the conditions set forth in Section 4 8 hereof, the outstanding principal amount of Existing B-3 Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Amendment shall be deemed to be exchanged for an equal outstanding principal amount of Tranche B-1 B-5 Term Loans under the Credit AgreementAgreement or such lesser amount as may be allocated to such Converting Lender by the Lead Arrangers. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Term Administrative AgentAgent in its sole discretion in consultation with the Borrower. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction of its right to receive payment on the outstanding amount of Existing B-3 Term Loans of such Converting Lender the conversion of its Existing B-3 Term Loans into Tranche B-5 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing B-3 Term Loans of such Converting Lender. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Converting Lender hereby waives any rights or claims to compensation pursuant to Section 2.11 of the Credit Agreement in respect of its Existing B-3 Term Loans exchanged for Tranche B-5 Term Loans. (ii) (A) To the extent there exists exist (1) any Reallocated Participating Cash Settlement Term Loans, the Fronting Bank shall be deemed to exchange on the Amendment No. 10 Effective Date, following the Limited Waivers Effectiveness, such Participating Cash Settlement Term Loans on a cashless settlement basis for an equal aggregate principal amount of Tranche B-5 Term Loans under the Credit Agreement and (2) any Non-Participating Cash Settlement Term Loans, the Fronting Bank shall apply on the Amendment No. 10 Effective Date proceeds of Tranche B-5 Term Loans in an aggregate amount equal to the aggregate amount of such Non-Participating Cash Settlement Term Loans to the repayment of such Non-Participating Cash Settlement Term Loans and (B) promptly following the Amendment No. 10 Effective Date (but not later than 30 days following the Amendment No. 10 Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Term Lender purchasing additional Tranche B-1 B-5 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank the Tranche B-5 Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans as directed by the Lead Arranger Arrangers hereunder (in each case, subject to the prior written consent of the Borrower), in accordance with such Replacement Participating Lender’s Tranche B-1 Participation Notice election on its signature page and as allocated by the Lead ArrangerArrangers hereunder. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Term Loans and Tranche B-5 Term Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAcceptance.

Exchange Mechanics. (i) On the Amendment No. 3 Effective Date, upon the satisfaction or waiver of the conditions set forth in Section 4 hereof, the outstanding amount of Existing Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Agreement shall be deemed to be exchanged for an equal outstanding amount of Tranche B-1 B-3 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentAgent in its sole discretion. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Loans of such Converting Lender the conversion of its Existing Loans into Tranche B-3 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Loans of such Converting Lender. Notwithstanding anything to the contrary herein, each Converting Lender hereby waives any break funding payments in respect of such Lender’s Existing Loans. (ii) To the extent there exists exist any Reallocated Loans, (x) on the Amendment No. 3 Effective Date, the Fronting Bank shall provide such Reallocated Loans to the Borrower in the amount set forth opposite the Fronting Bank’s name on Annex I hereto by purchase of Existing Loans in such amount and exchange for Tranche B-3 Term Loans on a cashless settlement basis and (y) promptly following the Amendment No. 3 Effective Date (but not later than 30 days following the Amendment No. 3 Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Lender purchasing additional Tranche B-1 B-3 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank as directed by the Lead Arranger in accordance with such Participating Lender’s Tranche B-1 B-3 Participation Notice and as allocated by the Lead Arranger. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.

Exchange Mechanics. (ia) On This Amendment represents a request by the Effective Date, upon Borrowers to borrow Term C-1 Loans from the satisfaction of the conditions Term C-1 Lenders as set forth in Section 4 hereof, on the outstanding amount applicable Notice of Existing Loans of each Converting Lender (or such lesser amount as may Borrowing to be allocated delivered by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) shall be deemed to be exchanged for an equal outstanding amount of Tranche B-1 Loans Borrowers under the Credit Agreement. Such exchange shall be effected by book entry in such mannerAgreement (and, and with such supporting documentation, as may be reasonably determined by the Administrative Agent. (ii) To the extent there exists any Reallocated Loans, promptly following the Effective Date (but not later than 30 days following the Effective Date), each New Lender and each Converting Lender purchasing additional Tranche B-1 Loans shall purchase Reallocated Loans from the Fronting Banks as directed by the Lead Arranger in accordance with such Participating Lender’s Tranche B-1 Participation Notice and as allocated by the Lead Arranger. Except notwithstanding anything to the extent otherwise agreed by the Fronting Banks, purchases and sales of Reallocated Loans shall be made on a ratable basis among the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arrangercontrary herein, each Participating Lender hereby consents to any such non-conforming Interest Period elected therein). (other than a Converting b) Each New Lender (except to the extent such Converting Lender is purchasing additional Tranche B-1 Loans)i) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically and without further act by any Person, to constitute confirms that it has received a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes copy of the Credit Agreement and the other Loan Documents and the exhibits and schedules thereto, 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 Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender 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 to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent 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 Credit Agreement are required to be performed by it as a Lender, as the case may be. Each New Lender acknowledges and agrees that it shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a Lender thereunder. (c) Except as set forth in this Amendment, the Term C-1 Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents. (d) It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into Term C-1 Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrowers pursuant to the Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. Notwithstanding anything to the contrary herein, each Converting Lender hereby waives any break funding payments in respect of such Lender’s Existing Term Loans.

Exchange Mechanics. (i) On the Amendment No. 1 Effective Date, upon the satisfaction or waiver (by the Lead Arranger) of the conditions set forth in Section 4 3 hereof, the outstanding principal amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Amendment shall be deemed to be exchanged for an equal outstanding principal amount of Tranche B-1 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentAgent in its sole discretion in consultation with the Borrower. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into Tranche B-1 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Converting Lender hereby waives any rights or claims to compensation pursuant to Section 2.13 of the Credit Agreement in respect of its Existing Term Loans exchanged for Tranche B-1 Term Loans. (ii) (A) To the extent there exists exist (1) any Reallocated Participating Cash Settlement Term Loans, the Fronting Bank shall be deemed to exchange on the Amendment No. 1 Effective Date such Reallocated Term Loans on a cashless settlement basis for an equal aggregate principal amount of Tranche B-1 Term Loans under the Credit Agreement and (2) any Non-Participating Cash Settlement Term Loans, the Fronting Bank shall apply on the Amendment No. 1 Effective Date proceeds of Tranche B-1 Term Loans in an aggregate amount equal to the aggregate amount of such Non-Participating Cash Settlement Term Loans to the repayment of such Non-Participating Cash Settlement Term Loans and (B) promptly following the Amendment No. 1 Effective Date (but not later than 30 days following the Amendment No. 1 Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Term Lender purchasing additional Tranche B-1 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank the Tranche B-1 Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans as directed by the Lead Arranger hereunder (in each case, subject to the prior written consent of the Borrower), in accordance with such Repricing Participating Lender’s Tranche B-1 Participation Notice and as allocated by the Lead ArrangerArranger hereunder. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Term Loans and Tranche B-1 Term Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.

Exchange Mechanics. (i) On the Amendment No. 4 Effective Date, upon the satisfaction or waiver (by the Lead Arrangers) of the conditions set forth in Section 4 hereof, the outstanding principal amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Amendment shall be deemed to be exchanged for an equal outstanding principal amount of Tranche B-1 B-2 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Term Administrative AgentAgent in its sole discretion in consultation with the Borrower. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Term Loans of such Converting Lender the conversion of its Existing Term Loans into Tranche B-2 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Term Loans of such Converting Lender. Notwithstanding anything to the contrary herein or in the Credit Agreement, each Converting Lender hereby waives any rights or claims to compensation pursuant to Section 2.11 of the Credit Agreement in respect of its Existing Term Loans exchanged for Tranche B-2 Term Loans. (ii) To the extent there exists exist (1) any Reallocated Participating Cash Settlement Term Loans, the Fronting Bank shall be deemed to exchange on the Amendment No. 4 Effective Date such Reallocated Term Loans on a cashless settlement basis for an equal aggregate principal amount of Tranche B-2 Term Loans under the Credit Agreement and (2) any Non-Participating Cash Settlement Term Loans, the Fronting Bank shall apply on the Amendment No. 4 Effective Date proceeds of Tranche B-2 Term Loans in an aggregate amount equal to the aggregate amount of such Non-Participating Cash Settlement Term Loans to the repayment of such Non-Participating Cash Settlement Term Loans and (B) promptly following the Amendment No. 4 Effective Date (but not later than 30 days following the Amendment No. 4 Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Term Lender, each Non-Converting Lender and each Converting Existing Term Lender purchasing additional Tranche B-1 B-2 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank the Tranche B-2 Term Loans exchanged for or applied to the repayment of such Reallocated Term Loans as directed by the Lead Arranger Arrangers hereunder (in each case, subject to the prior written consent of the Borrower), in accordance with such Repricing Participating Lender’s Tranche B-1 B-2 Participation Notice and as allocated by the Lead ArrangerArrangers hereunder. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Term Loans and Tranche B-2 Term Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAcceptance.

Exchange Mechanics. (i) On the Amendment No. 4 Effective Date, upon the satisfaction or waiver of the conditions set forth in Section 4 hereof, the outstanding amount of Existing Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) exchanged pursuant to this Agreement shall be deemed to be exchanged for an equal outstanding amount of Tranche B-1 B-4 Term Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative AgentAgent in its sole discretion. It is acknowledged and agreed that each Converting Lender has agreed to accept as satisfaction in full of its right to receive payment on the outstanding amount of Existing Loans of such Converting Lender the conversion of its Existing Loans into Tranche B-4 Term Loans in accordance herewith, in lieu of the prepayment amount that would otherwise be payable by the Borrower pursuant to the Credit Agreement in respect of the outstanding amount of Existing Loans of such Converting Lender. Notwithstanding anything to the contrary herein, each Converting Lender hereby waives any break funding payments in respect of such Lender’s Existing Loans. (ii) To the extent there exists exist any Reallocated Loans, (x) on the Amendment No. 4 Effective Date, the Fronting Bank shall provide such Reallocated Loans to the Borrower in the amount set forth opposite the Fronting Bank’s name on Annex I hereto by purchase of Existing Loans in such amount and exchange for Tranche B-4 Term Loans on a cashless settlement basis and (y) promptly following the Amendment No. 4 Effective Date (but not later than 30 days following the Amendment No. 4 Effective DateDate (or such later date as may be agreed to by the Fronting Bank in its sole discretion)), each New Lender, each Non-Converting Lender and each Converting Existing Lender purchasing additional Tranche B-1 B-4 Term Loans shall purchase Reallocated Loans from the Fronting Banks Bank as directed by the Lead Arranger in accordance with such Participating Lender’s Tranche B-1 B-4 Participation Notice and as allocated by the Lead Arranger. Except to the extent otherwise agreed by the Fronting Banks, purchases Purchases and sales of Reallocated Loans shall be made on a ratable basis among without representations from the Fronting Banks. (iii) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Term Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 3(h)(iii) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (Bank other than a Converting Lender (except to as provided for in the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Commitment (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Participation Notice). Such funding of Tranche B-1 Loans shall be deemed, automatically relevant Assignment and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Existing Loans of Non-Participating Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Initial Term Loan Lenders, and such advance shall constitute a borrowing of Initial Term Loans, for all purposes of the Credit Agreement and the other Credit DocumentsAssumption.