Common use of First Amendment Term Loans Clause in Contracts

First Amendment Term Loans. (i) On the First Amendment Effective Date, the proceeds of all Additional Term Loans, if any, shall be used to refinance in full all Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable, other than Exchanged Term Loans, on the terms and subject to the conditions set forth herein, including via the assignment by the Lenders holding such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans) who do not remain Lenders under the Amended Credit Agreement on the First Amendment Effective Date to the Additional Lenders as of the First Amendment Effective Date of such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans), which shall thereafter be continued as and be deemed to be Term Loans under the Amended Credit Agreement. The commitments of the Additional Lenders and the undertakings of the Exchanging Term Lenders are several and no such First Amendment Term Lender will be responsible for any other First Amendment Term Lender’s failure to make, acquire or exchange the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement. Notwithstanding anything herein or in the Amended Credit Agreement to the contrary, the aggregate principal amount of the First Amendment Term Loans consisting of Tranche B- 1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement, will not exceed the aggregate principal amount of the Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B- 2 Term Loans, as applicable. Each of the parties hereto acknowledges and agrees that the terms of this First Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by this First Amendment and the Amended Credit Agreement. (ii) Each Exchanging Term Lender hereby waives any break funding payments or expenses due and payable to it by the Borrower pursuant to Section 2.13 of the Credit Agreement with respect to the exchange of its Exchanged Term Loans with the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement, on a date other than the last day of the Interest Period relating to such Exchanged Term Loans. (iii) The First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement, shall initially be Eurocurrency Borrowing with an Interest Period commencing on the First Amendment Effective Date and ending on the date specified by the Borrower in the applicable Borrowing Request delivered by it pursuant to Section 2.02 of the Amended Credit Agreement. With respect to such Borrowing Request, each First Amendment Term Lender and the Administrative Agent hereby waives the provisions of Section 2.02 of the Credit Agreement and instead requires such Borrowing Request to be delivered not later than 11 a.m., New York City time, on the Business Day before the date of the Borrowing of the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement. (iv) The Borrower and the Administrative Agent hereby consent to any assignments made by Citi or any affiliate thereof to the Persons included in the list of allocations separately provided to the Borrower and the Administrative Agent (or any Approved Funds or Affiliate of such Persons) in connection with the primary syndication of the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement.

First Amendment Term Loans. (ia) On the First Amendment Effective Date, the proceeds of all Additional Term Loans, if any, shall be used Subject to refinance in full all Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable, other than Exchanged Term Loans, on the terms and subject to the conditions set forth herein, including via each Increasing Lender severally agrees to make a term loan (each a “First Amendment Term Loan” and collectively, the assignment by the Lenders holding such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 “First Amendment Term Loans, as applicable (other than Exchanged Term Loans”) who do not remain Lenders under to the Amended Credit Agreement Company on the First Amendment Effective Date in Dollars in the amount set forth opposite its name on Exhibit A hereto under the heading “First Amendment Term Loan Amount”. Subject to Section 2(b) below, the Additional Lenders as of procedure for making the First Amendment Effective Date Term Loans shall be as set forth in Section 2.2(b) of the Credit Agreement, the terms of which section are incorporated herein mutatis mutandis. (b) Each First Amendment Term Loan shall be made simultaneously as, at the Company’s option, either a Base Rate Funding or (subject to advance notice acceptable to the Administrative Agent) a Eurocurrency Rate Funding with an initial Interest Period of one month (and all such term loans shall be on the same interest rate basis). At the time of such Existing Term Loans consisting borrowing of Tranche B-1 Term Loans or Tranche B-2 First Amendment Term Loans, the Interest Period applicable to all previously-made Term Loans which are outstanding shall be terminated and such Term Loans shall continue on the same interest rate basis as applicable (other than Exchanged the First Amendment Term Loans), which shall thereafter be continued as and be deemed . (c) The failure of any Increasing Lender to make a First Amendment Term Loan required to be made by it pursuant to Section 2(a) hereof shall not relieve any other Increasing Lender of its obligations hereunder; provided, that the commitment of each Increasing Lender to make a First Amendment Term Loans under the Amended Credit Agreement. The commitments of the Additional Lenders and the undertakings of the Exchanging Term Lenders are Loan is several and no such First Amendment Term Increasing Lender will shall be responsible for any other First Amendment Term Increasing Lender’s failure to make, acquire or exchange the make a term loan. (d) Each First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement. Notwithstanding anything herein or in the Amended Credit Agreement to the contrary, the aggregate principal amount of the First Amendment Term Loans consisting of Tranche B- 1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement, will not exceed the aggregate principal amount of the Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B- 2 Term Loans, as applicable. Each of the parties hereto acknowledges and agrees that the terms of this First Amendment do not Loan shall constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by this First Amendment and the Amended Credit Agreement. (ii) Each Exchanging “Term Lender hereby waives any break funding payments or expenses due and payable to it by the Borrower pursuant to Section 2.13 Loan” for all purposes of the Credit Agreement with respect to the exchange of its Exchanged Term Loans with the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable from and in each case under and as defined in the Amended Credit Agreement, on a date other than the last day of the Interest Period relating to such Exchanged Term Loans. (iii) The First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement, shall initially be Eurocurrency Borrowing with an Interest Period commencing on after the First Amendment Effective Date and ending on the date specified by the Borrower rank pari passu in the applicable Borrowing Request delivered by it pursuant to Section 2.02 all respects with all other Term Loans, regardless of the Amended Credit Agreement. With respect to such Borrowing Request, each when made. (e) No amount of any First Amendment Term Lender and Loan which is repaid or prepaid by the Administrative Agent hereby waives the provisions of Section 2.02 of the Credit Agreement and instead requires such Borrowing Request to Company may be delivered not later than 11 a.m., New York City time, on the Business Day before the date of the Borrowing of the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreementreborrowed. (iv) The Borrower and the Administrative Agent hereby consent to any assignments made by Citi or any affiliate thereof to the Persons included in the list of allocations separately provided to the Borrower and the Administrative Agent (or any Approved Funds or Affiliate of such Persons) in connection with the primary syndication of the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement.

First Amendment Term Loans. (i) On the First Amendment Effective Date, the proceeds of all Additional Term Loans, if any, shall be used to refinance re-evidence in full all Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable, other than Exchanged Term Loans, on the terms and subject to the conditions set forth herein, including via the assignment by the Term Lenders holding such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans) who do not remain Term Lenders under the Amended Credit Agreement on the First Amendment Effective Date to the Additional Term Lenders as of the First Amendment Effective Date of such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans), which shall thereafter be continued as and be deemed to be Term Loans under the Amended Credit Agreement. The commitments of the Additional Term Lenders and the undertakings of the Exchanging Term Lenders are several and no such First Amendment Term Lender will be responsible for any other First Amendment Term Lender’s 's failure to make, acquire or exchange the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement. Notwithstanding anything herein or in the Amended Credit Agreement to the contrary, the aggregate principal amount of the First Amendment Term Loans consisting of Tranche B- 1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement, will not exceed the aggregate principal amount of the Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B- 2 Term Loans, as applicableoutstanding immediately prior to the First Amendment Effective Date. Each of the parties hereto acknowledges and agrees that the terms of this First Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by this First Amendment and the Amended Credit Agreement. (ii) Each Exchanging Term Lender hereby waives any break funding payments breakage loss or expenses due and payable to it by the Borrower pursuant to Section 2.13 2.16 of the Credit Agreement with respect to the exchange of its Exchanged Term Loans with the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement, on a date other than the last day of the Interest Period relating to such Exchanged Term Loans. (iii) The First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement, shall initially be Eurocurrency Borrowing Eurodollar Term Loans with an Interest Period commencing on the First Amendment Effective Date and ending on the date specified by the Borrower in the applicable Borrowing Request delivered by it pursuant to Section 2.02 of the Amended Credit Agreement. With respect to such Borrowing Request, each First Amendment Term Lender and the Administrative Agent hereby waives the provisions of Section 2.02 of the Credit Agreement and instead requires such Borrowing Request to be delivered not later than 11 a.m., New York City time, on the Business Day before the date of the Borrowing of the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement4(a)(ii)(B) below. (iv) The Borrower and the Administrative Agent hereby consent to any assignments made by Citi or any affiliate thereof to the Persons included in the list of allocations separately provided to the Borrower and the Administrative Agent (or any Approved Funds or Affiliate of such Persons) in connection with the primary syndication of the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement.

First Amendment Term Loans. (i) On the First Amendment Effective Date, the proceeds of all Additional Term Loans, if any, shall be used (1) to refinance in full all Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable, other than Exchanged Term Loans, on the terms and subject to the conditions set forth herein, including via the assignment by the Lenders holding such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable herein and (other than Exchanged Term Loans2) who do not remain Lenders under the Amended Credit Agreement on the First Amendment Effective Date to the Additional Lenders as of the First Amendment Effective Date of such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans), which shall thereafter be continued as for working capital and be deemed to be Term Loans under the Amended Credit Agreementgeneral corporate purposes. The commitments of the Additional Term Lenders and the undertakings of the Exchanging Term Lenders are several and no such First Amendment Term Lender will be responsible for any other First Amendment Term Lender’s failure to make, acquire or exchange the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in . On the Amended Credit Agreement. Notwithstanding anything herein or in the Amended Credit Agreement to the contraryFirst Amendment Effective Date, the aggregate principal amount of the First Amendment Tranche B-1 Term Loans consisting of Tranche B- 1 Term Loans and/or Tranche B-2 Term Loans, as applicable shall be $927,750,000 and in each case under and as defined in the Amended Credit Agreement, will not exceed the aggregate principal amount of to the Existing First Amendment Tranche B-2 Term Loans consisting of Tranche B-1 Term Loans or Tranche B- 2 Term Loans, as applicableshall be €283,337,500. Each of the parties hereto acknowledges and agrees that the terms of this First Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by this First Amendment and the Amended Credit Agreement. (ii) Each Exchanging Term Lender hereby waives any break funding payments breakage loss or expenses due and payable to it by the Borrower pursuant to Section 2.13 2.16 of the Credit Agreement with respect to the exchange of its Exchanged Term Loans with the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement, on a date other than the last day of the Interest Period relating to such Exchanged Term Loans. (iii) The First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement, shall initially be Eurocurrency Borrowing LIBO Rate Loans with an Interest Period commencing on the First Amendment Effective Date and ending on the date specified by the Borrower in the applicable Borrowing Request delivered by it pursuant to Section 2.02 of the Amended Credit Agreement4(a)(ii)(B) below. With respect to such Borrowing Request, each First Amendment Term Lender and the Administrative Agent hereby waives the provisions of Section 2.02 of the Credit Agreement and instead requires such Such Borrowing Request to shall be delivered not later than 11 a.m.noon, New York City time, on the three (3) Business Day before Days prior to the date of the Borrowing of the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in accordance with the Amended provisions of Section 2.03 of the Credit Agreement. (iv) The Borrower and the Administrative Agent hereby consent to any assignments made by Citi JPM or any affiliate thereof to the Persons included in the list of allocations separately provided to the Borrower and the Administrative Agent (or any Approved Funds or Affiliate of such Persons) in connection with the primary syndication of the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement.