Common use of Incremental Term B-1 Loans Clause in Contracts

Incremental Term B-1 Loans. Subject to the terms and conditions set forth in Amendment No. 7, each of the following Term B-1 Lenders severally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the “Incremental Term B-1 Loans”) denominated in Dollars as follows: (1) each Consenting Extended Term Lender that elects the “Consent and Cashless Amendment” option on its Extended Term Lender Consent agrees to have all of its outstanding Extended Term Loans (or such lesser amount as may be notified to such Consenting Extended Term Lender by the Administrative Agent or the Amendment No. 7 Arrangers prior to the Amendment No. 7 Effective Date) converted into a like principal amount of Incremental Term B-1 Loans effective as of the Amendment No. 7 Effective Date, (2) each Additional Incremental Term B-1 Lender severally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the “Additional Incremental Term B-1 Loans”) denominated in Dollars in an aggregate amount equal to the amount of such Additional Incremental Term B-1 Lender’s Additional Incremental Term B-1 Commitment and (3) each Consenting Extended Term Lender that elects the “Consent and Post-Closing Settlement” option on its Extended Term Lender Consent agrees to have the entire amount of its outstanding Extended Term Loans assigned to the Additional Incremental Term B-1 Lenders at par on the Amendment No. 7 Effective Date and following the Amendment No. 7 Effective Date, such Consenting Extended Term Lender (or its designated Affiliate, if agreed by the Amendment No. 7 Arrangers) shall purchase by assignment Incremental Term B-1 Loans in an equal principal amount as its outstanding Extended Term Loans or such lesser amount allocated to such Consenting Extended Term Lender by the Amendment No. 7

Incremental Term B-1 Loans. (a) Subject to the terms and conditions set forth in Amendment No. 7herein, each Incremental Term B-1 Lender party hereto agrees (i) that, effective as of the following Fifth Amendment Effective Date (as defined below), it shall be considered a Lender and a Term Loan Lender for all purposes under the Credit Documents and agrees to be bound by the terms thereof and (ii) to make an Incremental Term B-1 Lenders severally agrees to make Loan to the Borrower on the Fifth Amendment No. 7 Effective DateDate in a principal amount equal to the amount set forth opposite such Incremental Term B-1 Lender’s name on Schedule A hereto (each, loans (an “Incremental Term B-1 Commitment” and, collectively, the “Incremental Term B-1 LoansCommitments”). (b) denominated in Dollars Except as follows: (1) each Consenting Extended Term Lender that elects set forth herein, the “Consent terms and Cashless Amendment” option on its Extended Term Lender Consent agrees to have all provisions of its outstanding Extended Term Loans (or such lesser amount as may be notified to such Consenting Extended Term Lender by the Administrative Agent or the Amendment No. 7 Arrangers prior to the Amendment No. 7 Effective Date) converted into a like principal amount of Incremental Term B-1 Loans shall be identical to the terms and provisions of the Initial Term Loans. The Incremental Term B-1 Loans will constitute a new tranche of Term Loans ranking pari passu in right of payment and security with the Initial Term Loans for all purposes under the Credit Agreement. The Incremental Term B-1 Loans have been assigned separate “CUSIP” and “ISIN” numbers from the Initial Term Loans. The aggregate amount of the Incremental Term B-1 Loans made under this Amendment shall be $75,000,000. The Borrower shall use the proceeds of the Incremental Term B-1 Loans as set forth in the recitals to this Amendment. (c) The Incremental Term B-1 Lenders, by delivering their signature pages to this Amendment and funding an Incremental Term B-1 Loan on the Fifth Amendment Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent and the Incremental Term B-1 Lenders on or prior to the Fifth Amendment Effective Date. (d) Pursuant to Section 2.22 of the Credit Agreement and subject to the terms and conditions set forth herein, effective as of the Fifth Amendment No. 7 Effective Date, for all purposes of the Credit Documents, (2i) the Incremental Term B-1 Commitments shall constitute “Term Loan Commitments”, (ii) the Incremental Term B-1 Loans shall constitute “Incremental Term Loans” and “Term Loans” and (iii) each Additional Incremental Term B-1 Lender severally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the shall constitute an “Additional Incremental Term B-1 LoansLoan Lender”) denominated in Dollars in an aggregate amount equal to the amount of , a “Term Loan Lender” and a “Lender” (if such Additional Incremental Term B-1 Lender’s Additional Incremental Term B-1 Commitment and (3) each Consenting Extended Term Lender that elects the “Consent and Post-Closing Settlement” option on its Extended Term Lender Consent agrees to have the entire amount of its outstanding Extended Term Loans assigned to the Additional Incremental Term B-1 Lenders at par on are not already Term Loan Lenders or Lenders prior to the Amendment No. 7 Effective Date effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Term Loan Commitment (or, following the Amendment Nomaking of a Incremental Term B-1 Loan, a Term Loan), and other related terms will have correlative meanings mutatis mutandis. 7 Effective DateUpon execution and delivery of this Amendment, such Consenting Extended Term Lender (or its designated Affiliate, if agreed by the Amendment No. 7 Arrangers) shall purchase by assignment Administrative Agent will record the Incremental Term B-1 Loans in an equal principal amount as its outstanding Extended being a new tranche of Term Loans or such lesser amount allocated to such Consenting Extended ranking pari passu in right of payment and security with the Initial Term Lender by the Amendment No. 7Loans.

Incremental Term B-1 Loans. Subject (a) Immediately after giving effect to the Refinancing Amendment on the Amendment No. 3 Effective Date and subject to the occurrence thereof, each of the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans to the Borrower pursuant to Section 2.01(f) of the Amended Credit Agreement. The Incremental Term B-1 Loans will constitute a Term Loan for all purposes under the Amended Credit Agreement; provided that pursuant to this Amendment, each such Incremental Term B-1 Loan shall constitute a “Term B-1 Loan” for all purposes of the Amended Credit Agreement, each such Incremental Term B-1 Commitment shall constitute a commitment in respect of Term B-1 Loans for all purposes of the Amended Credit Agreement, and all provisions of the Amended Credit Agreement applicable to Term B-1 Loans and commitments in respect of Term B-1 Loans shall be applicable to such Incremental Term B-1 Loans and Incremental Term B-1 Commitments, respectively. (b) Each Incremental Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agents, the Amendment No. 3 Lead Arrangers, any other Term B-1 Lender 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 Amended Credit Agreement; (iii) appoints and authorizes the Agents to take actions as agents on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 Lender, each Administrative Agent, Holdings, the Borrower and the other Guarantors party hereto and (ii) the delivery to the Administrative Agents of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Annex B hereto, effective as of the Amendment No. 3 Effective Date, immediately after giving effect to the Refinancing Amendment on the Amendment No. 3 Effective Date and subject to the occurrence thereof. (d) This Amendment shall constitute (i) an Incremental Facility Amendment and (ii) a notice to the Administrative Agents as required pursuant to Section 2.20 of the Amended Credit Agreement, in each case, with respect to the Incremental Term B-1 Loans for all purposes under the Amended Credit Agreement. (e) Pursuant to Section 2.20 of the Credit Agreement and subject to the terms and conditions set forth in Amendment No. 7herein, each of the following Term B-1 Lenders severally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the “Incremental Term B-1 Loans”) denominated in Dollars as follows: (1) each Consenting Extended Term Lender that elects the “Consent and Cashless Amendment” option on its Extended Term Lender Consent agrees to have all of its outstanding Extended Term Loans (or such lesser amount as may be notified to such Consenting Extended Term Lender by the Administrative Agent or the Amendment No. 7 Arrangers prior to the Amendment No. 7 Effective Date) converted into a like principal amount of Incremental Term B-1 Loans effective as of the Amendment No. 7 3 Effective Date, (2) each Additional Incremental Term B-1 Lender severally agrees to make immediately after giving effect to the Borrower Refinancing Amendment on the Amendment No. 7 3 Effective DateDate and subject to the occurrence thereof, loans for all purposes of the Loan Documents, (collectively, i) the “Additional Incremental Term B-1 Loans”Commitments shall constitute “Term Commitments,” (ii) denominated in Dollars in an aggregate amount equal to the amount of such Additional Incremental Term B-1 Lender’s Additional Loans shall constitute “Incremental Term Loans,” “Term B-1 Loans” and “Term Loans” and (iii) each Incremental Term B-1 Lender shall constitute an “Incremental Lender,” a “Term B-1 Lender,” a “Term Lender” and a “Lender” and shall have all the rights and obligations of a Lender holding a Term Commitment and (3) each Consenting Extended Term Lender that elects or, following the “Consent and Post-Closing Settlement” option on its Extended Term Lender Consent agrees to have the entire amount making of its outstanding Extended Term Loans assigned to the Additional an Incremental Term B-1 Lenders at par Loan, a Term Loan), and other related terms will have correlative meanings mutatis mutandis. (f) Each of the parties hereto agree that the Incremental Term B-1 Loans will, upon funding, be an increase in the Term B-1 Loans (after giving effect to this Amendment), will constitute Term B-1 Loans for all purposes of the Amended Credit Agreement, will have the same terms as the Term B-1 Loans, and will, together with the Term B-1 Loans, be treated as a single Class of Term Loans. The parties hereto shall treat all Incremental Term B-1 Loans and all Term B-1 Loans as fungible for U.S. federal income tax purposes and, unless otherwise required by applicable law, none of the Borrower, the Administrative Agents or any Lender shall take any tax position inconsistent with foregoing. The Incremental Term B-1 Loans shall be funded on the Amendment No. 7 3 Effective Date and following the Amendment No. 7 Effective Date, such Consenting Extended as Term Lender (or its designated Affiliate, if agreed by the Amendment No. 7 Arrangers) shall purchase by assignment Incremental Term B-1 Loans in an equal principal amount as its outstanding Extended Term Loans or such lesser amount allocated to such Consenting Extended Term Lender by the Amendment No. 7Rate Loans.

Incremental Term B-1 Loans. Subject to the terms and conditions set forth in Amendment No. 7, each of the following Term B-1 Lenders Xxxxxxx severally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the “Incremental Term B-1 Loans”) denominated in Dollars as follows: (1) each Consenting Extended Term Lender that elects the “Consent and Cashless Amendment” option on its Extended Term Lender Consent agrees to have all of its outstanding Extended Term Loans (or such lesser amount as may be notified to such Consenting Extended Term Lender by the Administrative Agent or the Amendment No. 7 Arrangers prior to the Amendment No. 7 Effective Date) converted into a like principal amount of Incremental Term B-1 Loans effective as of the Amendment No. 7 Effective Date, (2) each Additional Incremental Term B-1 Lender severally agrees to make to the Borrower on the Amendment No. 7 Effective Date, loans (collectively, the “Additional Incremental Term B-1 Loans”) denominated in Dollars in an aggregate amount equal to the amount of such Additional Incremental Term B-1 Lender’s Additional Incremental Term B-1 Commitment and (3) each Consenting Extended Term Lender that elects the “Consent and Post-Closing Settlement” option on its Extended Term Lender Consent agrees to have the entire amount of its outstanding Extended Term Loans assigned to the Additional Incremental Term B-1 Lenders at par on the Amendment No. 7 Effective Date and following the Amendment No. 7 Effective Date, such Consenting Extended Term Lender (or its designated Affiliate, if agreed by the Amendment No. 7 Arrangers) shall purchase by assignment Incremental Term B-1 Loans in an equal principal amount as its outstanding Extended Term Loans or such lesser amount allocated to such Consenting Extended Term Lender by the Amendment No. 7