Common use of New Term B Loans Clause in Contracts

New Term B Loans. Subject to the satisfaction of the conditions set forth in Section 4 hereof: (a) Subject to the terms and conditions set forth herein (i) each Continuing Term B USD Lender agrees to continue all (or such lesser amount as notified to such Term Lender by the Administrative Agent and New Term B Lead Arrangers prior to the Second Amendment Effective Date) of its Existing Term B USD Loans as New Term B USD Loans, (ii) each Continuing Term B-1 EUR Lender agrees to continue all (or such lesser amount as notified to such Term Lender by the Administrative Agent and the New Term B Lead Arrangers prior to the Second Amendment Effective Date) of its Closing Date Term B EUR Loans as New Term B-1 EUR Loans and (iii) each Continuing Term B-2 EUR Lender agrees to continue all (or such lesser amount as notified to such Term Lender by the Administrative Agent and the New Term B Lead Arrangers prior to the Second Amendment Effective Date) of its Incremental Term B EUR Loans as New Term B-2 EUR Loans. (b) Subject to the terms and conditions set forth herein, (i) each Additional Term B USD Lender severally agrees to make a New Term B USD Loan to the Parent Borrower on the Second Amendment Effective Date in a principal amount equal to its Additional Term B USD Commitment (as defined below), (ii) each Additional Term B-1 EUR Lender severally agrees to make a New Term B-1 EUR Loan to the Parent Borrower on the Second Amendment Effective Date in a principal amount equal to its Additional Term B-1 EUR Commitment (as defined below) and (iii) each Additional Term B-2 EUR Lender severally agrees to make a New Term B-2 EUR Loan to the Borrowers on the Second Amendment Effective Date in a principal amount equal to its Additional Term B-2 EUR Commitment (as defined below), in each case, which amounts shall be made available to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “Additional Term B USD Commitment” of any Additional Term B USD Lender will be the amount set forth opposite such Additional Term B USD Lender’s name on Schedule 1 hereto. The “Additional Term B-1 EUR Commitment” of any Additional Term B-1 EUR Lender will be the amount set forth opposite such Additional Term B-1 EUR Lender’s name on Schedule 1 hereto. The “Additional Term B-2 EUR Commitment” of any Additional Term B-2 EUR Lender will be the amount set forth opposite such Additional Term B-2 EUR Lender’s name on Schedule 1 hereto. (c) In accordance with the definition of “Incremental Amount” set forth in the Credit Agreement, the Parent Borrower hereby elects that the Second Amendment Incremental Term B USD Loans be incurred pursuant to clause (c) of such definition. The Second Amendment Incremental Term B USD Loans shall be part of the same Class as the Term B USD Loans under the Credit Agreement and shall have the terms set forth therein (except as otherwise set forth in the Incremental TLB Facility Activation Notice (as defined below)). (d) The New Term B USD Loans, the New Term B-1 EUR Loans and the New Term B-2 EUR Loans shall have the terms set forth in the Credit Agreement (except, with respect to the Second Amendment Incremental Term B USD Loans, to the extent set forth in the Incremental TLB Facility Activation Notice). (e) Pursuant to Section 10.20 of the Credit Agreement, the Parent Borrower shall designate the Dutch Borrower as an Additional Borrower with respect to the New Term B-2 EUR Loans contemplated by this Agreement (the “New Term B-2 EUR Facility”) and the Dutch Borrower shall execute an Additional Borrower Joinder with respect to the New Term B-2 EUR Facility. Notwithstanding anything herein or in any other Loan Document to the contrary, (i) the proceeds of the New Term B-2 EUR Loans will be made available solely to and received solely by the Dutch Borrower, (ii) the Dutch Borrower will not, and will not have any obligation to, guarantee the Obligations of the Parent Borrower, the Guarantors or any other obligor under the Loan Documents and (iii) the Dutch Borrower will not, and will not have any obligation to, pledge or otherwise xxxxx x Xxxx on any of its assets with respect to any of the Obligations (including with respect to the New Term B-2 EUR Loans). (f) The parties hereto hereby agree that the New Term B-2 Lenders may, subject to the requirements of Section 10.04(c)(i) of the Credit Agreement, sell participations in all or a portion of such New Term B-2 Lender’s rights and obligations under the Credit Agreement with respect to the New Term B-2 EUR Loans; provided, that at any time it is a requirement of Dutch law on the date participations are sold to such Participant with respect to New Term B-2 EUR Loans, that such Participant shall not be considered to be a part of the public within the meaning of the Financial Supervision Act, which requirement can be considered satisfied, in reliance upon the Explanatory Memorandum to the Implementation Act in respect of Directive 2013/36/EU and Regulation (EU) No 575/2013, until the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(l) of Regulation (EU) No 575/2013), if the amount borrowed is not less than EUR 100,000 or its equivalent in any other currency; provided, further, that any Assignee of New Term B-2 EUR Loans shall, as a condition to the effectiveness of such Assignment, represent and warrant that it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder (including the requirements set for in the first proviso to this clause (d). (g) The continuation of Continued Term B Loans may be implemented pursuant to other procedures specified by the Administrative Agent (in consultation with the Borrowers), including by repayment of Continued Term B Loans of a Continuing Term B Lender followed by a subsequent assignment to it of New Term B USD Loans or New Term B EUR Loans, as applicable, in the same amount. (h) On the Second Amendment Effective Date, any Term B Lender with Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, that are not continued as Continued Term B Loans (the “Non-Continuing Term B Lenders”) shall have its Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, prepaid in full, and the Borrowers, as applicable, shall pay to each Non-Continuing Term B Lender all accrued and unpaid interest on and fees related to, such Non-Continuing Term B Lender’s Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, to, but not including, the Second Amendment Effective Date. (i) Upon the Second Amendment Effective Date, the Administrative Agent is deemed to have waived the notice requirement set forth in Section 2.22(a)(viii) of the Credit Agreement and this Agreement, including Annex II attached hereto, shall serve to satisfy the conditions thereunder. (j) Upon the Second Amendment Effective Date, the Administrative Agent is deemed to have waived any notice requirement set forth in Section 2.11(f) with respect to any prepayment of Existing Term B USD Loans, the Closing Date Term B EUR Loans and the Incremental Term B EUR Loans in connection with the refinancing.

New Term B Loans. Subject to the satisfaction of the conditions set forth in Section 4 hereof: (a) Subject As of the date hereof and prior to giving effect to the advance contemplated to be made pursuant to clause (b) below, the parties hereto agree that the outstanding principal amount of Term B Loans is $460,068,880.34. (b) Each Term B Lender severally agrees, on the terms and conditions set forth herein (i) each Continuing Term B USD Lender agrees to continue all (or such lesser amount as notified to such Term Lender by the Administrative Agent and New Term B Lead Arrangers prior to the Second Amendment Effective Date) of its Existing Term B USD Loans as New Term B USD Loansin this Amendment, (ii) each Continuing Term B-1 EUR Lender agrees to continue all (or such lesser amount as notified to such Term Lender by the Administrative Agent and the New Term B Lead Arrangers prior to the Second Amendment Effective Date) of its Closing Date Term B EUR Loans as New Term B-1 EUR Loans and (iii) each Continuing Term B-2 EUR Lender agrees to continue all (or such lesser amount as notified to such Term Lender by the Administrative Agent and the New Term B Lead Arrangers prior to the Second Amendment Effective Date) of its Incremental Term B EUR Loans as New Term B-2 EUR Loans. (b) Subject to the terms and conditions set forth herein, (i) each Additional Term B USD Lender severally agrees to make a New single new Term B USD Loan to the Parent Borrower on the Second Amendment Effective Date in a principal an amount in Dollars equal to its Additional such Term B USD Commitment Lender’s Pro Rata Share of $23,140,404.80 (as defined beloweach, a “New Term B Loan”). Each New Term B Loan shall be a “Term B Loan” for all purposes of the Credit Agreement and all Term B Loans, whether made pursuant to Section 2.01(a) of the Credit Agreement or this Section 1.1(b), (ii) each Additional Term B-1 EUR Lender severally agrees to make a New Term B-1 EUR Loan shall be subject to the Parent Borrower on the Second Amendment Effective Date in a principal amount equal same terms (including as to its Additional Term B-1 EUR Commitment (as defined belowrepayment and prepayment thereof and interest thereon) and (iii) each Additional Term B-2 EUR Lender severally agrees to make a New Term B-2 EUR Loan to the Borrowers on the Second Amendment Effective Date in a principal amount equal to its Additional Term B-2 EUR Commitment (as defined below), in each case, which amounts shall be made available to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “Additional Term B USD Commitment” of any Additional Term B USD Lender will be the amount set forth opposite such Additional Term B USD Lender’s name on Schedule 1 hereto. The “Additional Term B-1 EUR Commitment” of any Additional Term B-1 EUR Lender will be the amount set forth opposite such Additional Term B-1 EUR Lender’s name on Schedule 1 hereto. The “Additional Term B-2 EUR Commitment” of any Additional Term B-2 EUR Lender will be the amount set forth opposite such Additional Term B-2 EUR Lender’s name on Schedule 1 hereto. (c) In accordance with the definition of “Incremental Amount” set forth in the Credit Agreement, the Parent Borrower hereby elects that the Second Amendment Incremental . New Term B USD Loans repaid or prepaid may not be incurred pursuant to clause reborrowed. (c) of such definition. The Second Amendment Incremental New Term B USD Loans to be advanced on the Amendment Effective Date shall be part available, and the Borrower agrees that it shall use the New Term B Loans, solely (A) to pay costs and expenses of the same Class as the Term B USD Loans under the Credit Agreement and shall have the terms set forth therein (except as otherwise set forth in the Incremental TLB Facility Activation Notice Restructuring (as defined belowin the Restructuring Support Agreement) consistent with the Budget (as defined in the Restructuring Support Agreement), and subject to any variance permitted with respect thereto, including, for the avoidance of doubt, professionals’ fees associated with the Restructuring, (B) to provide working capital for the Loan Parties reasonably required to pay O&M Costs and satisfy Contractual Obligations then due and payable or in good faith reasonably anticipated to be due and payable during the next Funding Period (as defined in the Security Deposit Agreement) beginning on the relevant Funding Date (as defined in the Security Deposit Agreement), (C) to provide credit support required by counterparties to the Loan Parties’ Contractual Obligations, and (D) for the Loan Parties’ other general corporate purposes consistent with Prudent Industry Practices, including reasonable cash reserves in the Accounts, but excluding, in each case of clauses (A) through (D) above, any payment of principal, interest or fees in respect of Revolving Credit Loans. (d) The New Term B USD Loans, the New Term B-1 EUR Loans and the New Term B-2 EUR Loans shall have the terms set forth in the Credit Agreement (except, with respect to the Second Amendment Incremental Term B USD Loans, to the extent set forth in the Incremental TLB Facility Activation Notice). (e) Pursuant to Section 10.20 of the Credit Agreement, the Parent Borrower shall designate the Dutch Borrower as an Additional Borrower with respect to the New Term B-2 EUR Loans contemplated by this Agreement (the “New Term B-2 EUR Facility”) and the Dutch Borrower shall execute an Additional Borrower Joinder with respect to the New Term B-2 EUR Facility. Notwithstanding anything herein or in any other Loan Document to the contrary, (i) the proceeds Borrowing consisting of the New Term B-2 EUR B Loans will advanced on the Amendment Effective Date shall be made available solely following the issuance of a Notice of Borrowing, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to and received solely the date of the proposed Term B Borrowing, by the Dutch BorrowerBorrower to the Administrative Agent, which shall give to the Term B Lenders prompt notice thereof by telecopier or electronic communication. Each such Notice of Borrowing shall be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Term B Borrowing (which shall be the Amendment Effective Date), and (ii) the Dutch Borrower will not, and will not have any obligation to, guarantee the Obligations of the Parent Borrower, the Guarantors or any other obligor under the Loan Documents and (iii) the Dutch Borrower will not, and will not have any obligation to, pledge or otherwise xxxxx x Xxxx on any of its assets with respect to any of the Obligations (including with respect to the New Term B-2 EUR Loans). (f) The parties hereto hereby agree that the New Term B-2 Lenders may, subject to the requirements of Section 10.04(c)(i) of the Credit Agreement, sell participations in all or a portion aggregate amount of such Term B Borrowing. Each Term B Lender shall, before 11:00 A.M. (New Term B-2 Lender’s rights and obligations under the Credit Agreement with respect to the New Term B-2 EUR Loans; provided, that at any time it is a requirement of Dutch law York City time) on the date participations are sold to such Participant with respect to New Term B-2 EUR Loans, that such Participant shall not be considered to be a part of the public within the meaning of the Financial Supervision Act, which requirement can be considered satisfied, in reliance upon the Explanatory Memorandum to the Implementation Act in respect of Directive 2013/36/EU and Regulation (EU) No 575/2013, until the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(l) of Regulation (EU) No 575/2013), if the amount borrowed is not less than EUR 100,000 or its equivalent in any other currency; provided, further, that any Assignee of New Term B-2 EUR Loans shall, as a condition to the effectiveness of such Assignment, represent and warrant that it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder (including the requirements set for in the first proviso to this clause (d). (g) The continuation of Continued Term B Loans may be implemented pursuant Borrowing, make available for the account of its Lending Office to other procedures specified by the Administrative Agent (at the Administrative Agent’s Account, in consultation with same day funds, the Borrowers), including by repayment amount of Continued its Pro Rata Share of the Term B Loans Borrowing. Following the Administrative Agent’s receipt of a Continuing Term B Lender followed by a subsequent assignment to it of New Term B USD Loans or New Term B EUR Loans, as applicable, in the same amount. (h) On the Second Amendment Effective Date, any Term B Lender with Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, that are not continued as Continued Term B Loans (the “Non-Continuing Term B Lenders”) shall have its Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, prepaid in full, and the Borrowers, as applicable, shall pay to each Non-Continuing Term B Lender all accrued and unpaid interest on and fees related to, such Non-Continuing Term B Lender’s Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, to, but not including, the Second Amendment Effective Date. (i) Upon the Second Amendment Effective Datefunds, the Administrative Agent is deemed will make such funds available to have waived the notice requirement set forth in Section 2.22(a)(viii) Borrower on the Amendment Effective Date by wiring such funds to the Revenue Account (net of professionals’ fees associated with the Restructuring incurred by or on behalf of the Credit Agreement and this Agents). The Borrower shall transfer the full amount of such funds to the Operating Account on the next occurring Funding Date (as defined in the Security Deposit Agreement, including Annex II attached hereto, shall serve to satisfy the conditions thereunder). (j) Upon the Second Amendment Effective Date, the Administrative Agent is deemed to have waived any notice requirement set forth in Section 2.11(f) with respect to any prepayment of Existing Term B USD Loans, the Closing Date Term B EUR Loans and the Incremental Term B EUR Loans in connection with the refinancing.

New Term B Loans. Subject to (i) On the satisfaction of the conditions set forth in Section 4 hereof: (a) Subject to Amendment/Restatement Effective Date, each New Term B Lender, severally and for itself alone, hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a loan (ieach such loan, a "NEW TERM B LOAN" and collectively, the "NEW TERM B LOANS") each Continuing to the Borrower on the Amendment/Restatement Effective Date in an aggregate principal amount equal to the New Term B USD Commitment of such New Term B Lender. The New Term B Loans (1) shall be incurred by the Borrower pursuant to a single drawing, which shall be on the Amendment/Restatement Effective Date, (2) shall be denominated in Dollars, (3) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of the Borrower, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, PROVIDED, that all New Term B Loans made by the New Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of New Term B Loans of the same Type and (4) shall not exceed for any Lender agrees at the time of incurrence thereof on the Amendment/Restatement Effective Date the New Term B Commitment, if any, of such Lender at such time. Each New Term B Lender's New Term B Commitment shall expire immediately and without further action on the Amendment/Restatement Effective Date if the New Term B Loans are not made on the Amendment/Restatement Effective Date. No amount of a New Term B Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. (ii) With respect to continue the New Term B Facility, the New Term B Lenders hereby agree and acknowledge that the New Term B Loan Maturity Date may be extended to June 28, 2009, at the option of the Borrower, upon the conversion, repayment or other disposition in full, all (or such lesser amount as notified on terms and conditions satisfactory to such Term Lender by the Administrative Agent and the Majority Lenders of the New Term B Lead Arrangers Facility, of the Subordinated Notes. The Borrower shall provide not less than 30 days' prior written notice to the Second Amendment Effective Date) of its Existing Term B USD Loans as New Term B USD Loans, (ii) each Continuing Term B-1 EUR Lender agrees to continue all (or such lesser amount as notified to such Term Lender by the Administrative Agent and the New Term B Lead Arrangers prior Lenders of such extension and shall provide such documentation to the Second Amendment Effective Date) of its Closing Date Term B EUR Loans as New Term B-1 EUR Loans and (iii) each Continuing Term B-2 EUR Lender agrees to continue all (or such lesser amount as notified to such Term Lender by the Administrative Agent and the New Term B Lead Arrangers prior Lenders as such parties may request regarding the conversion, repayment or other disposition in full of the Subordinated Notes. Any extension notice, is subject to the Second Amendment Effective Date) of its Incremental Term B EUR Loans as New Term B-2 EUR Loans. (b) Subject to the terms and conditions set forth herein, (i) each Additional Term B USD Lender severally agrees to make a New Term B USD Loan to the Parent Borrower on the Second Amendment Effective Date in a principal amount equal to its Additional Term B USD Commitment (as defined below), (ii) each Additional Term B-1 EUR Lender severally agrees to make a New Term B-1 EUR Loan to the Parent Borrower on the Second Amendment Effective Date in a principal amount equal to its Additional Term B-1 EUR Commitment (as defined below) and (iii) each Additional Term B-2 EUR Lender severally agrees to make a New Term B-2 EUR Loan to the Borrowers on the Second Amendment Effective Date in a principal amount equal to its Additional Term B-2 EUR Commitment (as defined below), in each case, which amounts shall be made available to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “Additional Term B USD Commitment” of any Additional Term B USD Lender will be the amount set forth opposite such Additional Term B USD Lender’s name on Schedule 1 hereto. The “Additional Term B-1 EUR Commitment” of any Additional Term B-1 EUR Lender will be the amount set forth opposite such Additional Term B-1 EUR Lender’s name on Schedule 1 hereto. The “Additional Term B-2 EUR Commitment” of any Additional Term B-2 EUR Lender will be the amount set forth opposite such Additional Term B-2 EUR Lender’s name on Schedule 1 hereto. (c) In accordance with the definition of “Incremental Amount” set forth in the Credit Agreement, the Parent Borrower hereby elects that the Second Amendment Incremental Term B USD Loans be incurred pursuant to clause (c) of such definition. The Second Amendment Incremental Term B USD Loans shall be part of the same Class as the Term B USD Loans under the Credit Agreement and shall have the terms set forth therein (except as otherwise set forth in the Incremental TLB Facility Activation Notice (as defined below)). (d) The New Term B USD Loans, the New Term B-1 EUR Loans and the New Term B-2 EUR Loans shall have the terms set forth in the Credit Agreement (except, with respect to the Second Amendment Incremental Term B USD Loans, to the extent set forth in the Incremental TLB Facility Activation Notice). (e) Pursuant to Section 10.20 of the Credit Agreement, the Parent Borrower shall designate the Dutch Borrower as an Additional Borrower with respect to the New Term B-2 EUR Loans contemplated by this Agreement (the “New Term B-2 EUR Facility”) and the Dutch Borrower shall execute an Additional Borrower Joinder with respect to the New Term B-2 EUR Facility. Notwithstanding anything herein or in any other Loan Document to the contrary, precedent that: (i) the proceeds representations and warranties of the New Term B-2 EUR Loans will Borrower contained in ARTICLE VI shall be made available solely true and correct, and such extension shall be deemed to constitute a representation and received solely by the Dutch Borrower, warranty that on such date such representations and warranties were true and correct; and (ii) the Dutch Borrower will not, no Event of Default or Unmatured Event of Default has occurred and will not have any obligation to, guarantee the Obligations of the Parent Borrower, the Guarantors or any other obligor under the Loan Documents and (iii) the Dutch Borrower will not, and will not have any obligation to, pledge or otherwise xxxxx x Xxxx on any of its assets with respect to any of the Obligations (including with respect to the New Term B-2 EUR Loans). (f) The parties hereto hereby agree that the New Term B-2 Lenders may, subject to the requirements of Section 10.04(c)(i) of the Credit Agreement, sell participations in all or a portion of such New Term B-2 Lender’s rights and obligations under the Credit Agreement with respect to the New Term B-2 EUR Loans; provided, that at any time it is a requirement of Dutch law on the date participations are sold to such Participant with respect to New Term B-2 EUR Loans, that such Participant shall not be considered to be a part of the public within the meaning of the Financial Supervision Act, which requirement can be considered satisfied, in reliance upon the Explanatory Memorandum to the Implementation Act in respect of Directive 2013/36/EU and Regulation (EU) No 575/2013, until the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(l) of Regulation (EU) No 575/2013), if the amount borrowed is not less than EUR 100,000 or its equivalent in any other currency; provided, further, that any Assignee of New Term B-2 EUR Loans shall, as a condition to the effectiveness of such Assignment, represent and warrant that it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder (including the requirements set for in the first proviso to this clause (d). (g) The continuation of Continued Term B Loans may be implemented pursuant to other procedures specified by the Administrative Agent (in consultation with the Borrowers), including by repayment of Continued Term B Loans of a Continuing Term B Lender followed by a subsequent assignment to it of New Term B USD Loans or New Term B EUR Loans, as applicable, in the same amount. (h) On the Second Amendment Effective Date, any Term B Lender with Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, that are not continued as Continued Term B Loans (the “Non-Continuing Term B Lenders”) shall have its Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, prepaid in full, and the Borrowers, as applicable, shall pay to each Non-Continuing Term B Lender all accrued and unpaid interest on and fees related to, such Non-Continuing Term B Lender’s Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, to, but not including, the Second Amendment Effective Date. (i) then continuing. Upon the Second Amendment Effective Date, the Administrative Agent is deemed to have waived the notice requirement set forth satisfaction of all conditions described in Section 2.22(a)(viii) of the Credit Agreement and this Agreement, including Annex II attached hereto, shall serve to satisfy the conditions thereunder. (j) Upon the Second Amendment Effective Date, the Administrative Agent is deemed to have waived any notice requirement set forth in Section 2.11(f) with respect to any prepayment of Existing Term B USD Loans, the Closing Date Term B EUR Loans and the Incremental Term B EUR Loans in connection with the refinancing.SECTION 2.1(b)

New Term B Loans. Subject to the satisfaction of the conditions set forth in Section 4 hereof: (a) Subject to the terms and conditions set forth herein (i) herein, each Continuing Term B USD Lender (i) severally agrees to continue all (or such lesser amount as notified to such Term Lender by the Administrative Agent and New Term B Lead Arrangers prior to the Second Amendment Effective Datemay allocate) of its Existing Term B USD Loans as New Term B USD Loans, (ii) each Continuing Loans in a principal amount equal to the principal amount of its Existing Term B-1 EUR Lender agrees to continue all B Loans (or such lesser amount as notified to the Lead Arrangers may allocate; any such principal amount of Existing Term Lender B Loans not allocated by the Administrative Agent and the Lead Arrangers to continue as New Term B Lead Arrangers prior Loans, the “Non-Allocated Existing Term Loans”) and (ii) shall be deemed for the purpose of the Credit Agreement to have made a New Term B Loan in an aggregate principal amount equal to the Second aggregate principal amount of its Existing Term B Loans minus the principal amount of its Non-Allocated Existing Term Loans (if any) on the Amendment Effective Date) of its Closing Date Term B EUR Loans as New Term B-1 EUR Loans and (iii) each Continuing Term B-2 EUR Lender agrees to continue all (or such lesser amount as notified to such Term Lender by the Administrative Agent and the New Term B Lead Arrangers prior to the Second Amendment Effective Date) of its Incremental Term B EUR Loans as New Term B-2 EUR Loans. (b) Subject to the terms and conditions set forth herein, (i) each Additional Term B USD Lender severally agrees to make a New Term B USD Loan to the Parent Borrower Borrowers on the Second Amendment Effective Date in a principal amount equal to its Additional Term B USD Commitment (as defined below), (ii) each Additional Term B-1 EUR Lender severally agrees to make a New Term B-1 EUR Loan to the Parent Borrower on the Second Amendment Effective Date in a principal amount equal to its Additional Term B-1 EUR Commitment (as defined below) and (iii) each Additional Term B-2 EUR Lender severally agrees to make a New Term B-2 EUR Loan to the Borrowers on the Second Amendment Effective Date in a principal amount equal to its Additional Term B-2 EUR Commitment (as defined below), in each caseCommitment, which amounts amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “Additional Term B USD Commitment” of any Additional Term B USD Lender will be the amount set forth opposite such Additional Term B USD Lender’s name on Schedule 1 hereto. The “On the Amendment Effective Date, the proceeds of the Additional Term B-1 EUR Commitment” B Loans shall be applied to prepay the Existing Term B Loans of any the Non-Continuing Term B Lenders and the Non-Allocated Existing Term Loans of the Continuing Term Loan B Lenders. The Additional Term B-1 EUR Lender B Commitments of the Additional Term B Lenders will be automatically and permanently reduced to $0 upon the amount set forth opposite such funding of the Additional Term B-1 EUR Lender’s name B Loans on Schedule 1 hereto. The “Additional Term B-2 EUR Commitment” of any Additional Term B-2 EUR Lender will be the amount set forth opposite such Additional Term B-2 EUR Lender’s name on Schedule 1 heretoAmendment Effective Date. (c) In accordance with On the definition of “Incremental Amount” set forth in the Credit Agreement, the Parent Borrower hereby elects that the Second Amendment Incremental Term B USD Loans be incurred pursuant to clause (c) of such definition. The Second Amendment Incremental Term B USD Loans shall be part of the same Class as the Term B USD Loans under the Credit Agreement and shall have the terms set forth therein (except as otherwise set forth in the Incremental TLB Facility Activation Notice (as defined below)). (d) The New Term B USD Loans, the New Term B-1 EUR Loans and the New Term B-2 EUR Loans shall have the terms set forth in the Credit Agreement (except, with respect to the Second Amendment Incremental Term B USD Loans, to the extent set forth in the Incremental TLB Facility Activation Notice). (e) Pursuant to Section 10.20 of the Credit Agreement, the Parent Borrower shall designate the Dutch Borrower as an Additional Borrower with respect to the New Term B-2 EUR Loans contemplated by this Agreement (the “New Term B-2 EUR Facility”) and the Dutch Borrower shall execute an Additional Borrower Joinder with respect to the New Term B-2 EUR Facility. Notwithstanding anything herein or in any other Loan Document to the contraryEffective Date, (i) the proceeds of the New Term B-2 EUR Loans will be made available solely to and received solely by the Dutch Borrower, (ii) the Dutch Borrower will not, and will not have any obligation to, guarantee the Obligations of the Parent Borrower, the Guarantors or any other obligor under the Loan Documents and (iii) the Dutch Borrower will not, and will not have any obligation to, pledge or otherwise xxxxx x Xxxx on any of its assets with respect to any of the Obligations (including with respect to the New Term B-2 EUR Loans). (f) The parties hereto hereby agree that the New Term B-2 Lenders may, subject to the requirements of Section 10.04(c)(i) of the Credit Agreement, sell participations in all or a portion of such New Term B-2 Lender’s rights and obligations under the Credit Agreement with respect to the New Term B-2 EUR Loans; provided, that at any time it is a requirement of Dutch law on the date participations are sold to such Participant with respect to New Term B-2 EUR Loans, that such Participant shall not be considered to be a part of the public within the meaning of the Financial Supervision Act, which requirement can be considered satisfied, in reliance upon the Explanatory Memorandum to the Implementation Act in respect of Directive 2013/36/EU and Regulation (EU) No 575/2013, until the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(l) of Regulation (EU) No 575/2013), if the amount borrowed is not less than EUR 100,000 or its equivalent in any other currency; provided, further, that any Assignee of New Term B-2 EUR Loans shall, as a condition to the effectiveness of such Assignment, represent and warrant that it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder (including the requirements set for in the first proviso to this clause (d). (g) The continuation of Continued Term B Loans may be implemented pursuant to other procedures specified by the Administrative Agent (in consultation with the Borrowers), including by repayment of Continued Term B Loans of a Continuing Term B Lender followed by a subsequent assignment to it of New Term B USD Loans or New Term B EUR Loans, as applicable, in the same amount. (h) On the Second Amendment Effective Date, any Term B Lender with Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, that are not continued as Continued Term B Loans (the “each Non-Continuing Term B Lenders”) Lender shall have its Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, prepaid in full, and the Borrowers, as applicable, Borrowers shall pay to each Non-Continuing Term B Lender all accrued and unpaid interest on on, and premiums and fees related to, such Non-Continuing Term B Lender’s Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, to, but not including, the Second Amendment Effective Date; and (ii) each Continuing Term B Lender with Non-Allocated Term Loans shall have its Non-Allocated Term Loans prepaid in full, and the Borrowers shall pay to each such Continuing Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Continuing Term B Lender’s Non-Allocated Term Loans to, but not including, the Amendment Effective Date. (id) Upon For the Second avoidance of doubt, on and after the Amendment Effective Date, (i) the Administrative Agent is New Term B Loans shall constitute a single Class of Loans under the Credit Agreement; (ii) the New Term B Lenders shall constitute a single Class of Lenders under the Credit Agreement, (iii) each reference in the Credit Agreement to “Term B Loans” shall be deemed a reference to have waived the notice requirement New Term B Loans, and each reference to “Term B Lenders” shall be deemed a reference to the New Term B Lenders. (e) Each New Term B Lender agrees to the amendments to the Credit Agreement set forth in Section 2.22(a)(viii) of the Credit Agreement and this Agreement, including Annex II attached hereto, shall serve to satisfy the conditions thereunder. (j) Upon the Second Amendment Effective Date, the Administrative Agent is deemed to have waived any notice requirement set forth in Section 2.11(f) with respect to any prepayment of Existing Term B USD Loans, the Closing Date Term B EUR Loans and the Incremental Term B EUR Loans in connection with the refinancing.. #89446360v10

New Term B Loans. Subject to the satisfaction of the conditions set forth in Section 4 hereof: (a) Subject to the terms and conditions set forth herein (i) and in the Amended Credit Agreement, each Continuing Term B USD Lender agrees agrees, severally and not jointly, to continue all (or such lesser amount as notified to such Term Lender by make, on the Administrative Agent and First Amendment Effective Date, a New Term B Lead Arrangers prior Loan denominated in Dollars in a principal amount not to exceed the Second Amendment Effective Date) of its Existing Term B USD Loans as New Commitment of such Term B USD Loans, (ii) each Continuing Term B-1 EUR Lender agrees to continue all (or such lesser amount as notified to such Term Lender by the Administrative Agent set forth on Schedule III hereto. The commitments and the New undertakings of each Term B Lead Arrangers prior to the Second Amendment Effective Date) of its Closing Date Term B EUR Loans as New Term B-1 EUR Loans and (iii) each Continuing Term B-2 EUR Lender agrees to continue all (or such lesser amount as notified to such Term Lender by the Administrative Agent and the New Term B Lead Arrangers prior to the Second Amendment Effective Date) of its Incremental Term B EUR Loans as New Term B-2 EUR Loansare several. (b) Subject to the terms and conditions set forth herein, (i) each Additional Term B USD Lender severally agrees to make a New Term B USD Loan to the Parent Borrower on the Second Amendment Effective Date in a principal amount equal to its Additional Term B USD Commitment (as defined below), (ii) each Additional Term B-1 EUR Lender severally agrees to make a New Term B-1 EUR Loan to the Parent Borrower on the Second Amendment Effective Date in a principal amount equal to its Additional Term B-1 EUR Commitment (as defined below) and (iii) each Additional Term B-2 EUR Lender severally agrees to make a New Term B-2 EUR Loan to the Borrowers on the Second Amendment Effective Date in a principal amount equal to its Additional Term B-2 EUR Commitment (as defined below), in each case, which amounts shall be made available to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “Additional Term B USD Commitment” of any Additional Term B USD Lender will be the amount set forth opposite such Additional Term B USD Lender’s name on Schedule 1 hereto. The “Additional Term B-1 EUR Commitment” of any Additional Term B-1 EUR Lender will be the amount set forth opposite such Additional Term B-1 EUR Lender’s name on Schedule 1 hereto. The “Additional Term B-2 EUR Commitment” of any Additional Term B-2 EUR Lender will be the amount set forth opposite such Additional Term B-2 EUR Lender’s name on Schedule 1 hereto. (c) In accordance with the definition of “Incremental Amount” set forth in the Credit Agreement, the Parent Borrower hereby elects that the Second Amendment Incremental Term B USD Loans be incurred pursuant to clause (c) of such definition. The Second Amendment Incremental Term B USD Loans shall be part of the same Class as the Term B USD Loans under the Credit Agreement and shall have the terms set forth therein (except as otherwise set forth in the Incremental TLB Facility Activation Notice (as defined below)). (d) The New Term B USD Loans, the New Term B-1 EUR Loans and the New Term B-2 EUR Loans shall have the terms set forth in the Amended Credit Agreement and shall constitute “Term Loans” and “Term B Loans” thereunder and under the other Loan Documents. From and after the First Amendment Effective Date, the Term B Lenders shall constitute “Term Lenders”, “Term B Lenders” and “Lenders” for all purposes of the Amended Credit Agreement and the other Loan Documents. The New Term B Loans shall replace in full the Term B Loans (except, with respect as defined in the Credit Agreement prior to giving effect to this Agreement) after giving effect to the Second transactions described in Sections 2 and 3 of this Agreement and any related repayments to be made on the First Amendment Incremental Effective Date. (c) The proceeds of the New Term B USD LoansLoans will be used by the Company to (i) prepay in full the Existing Term B Loans outstanding immediately following the transactions described in Sections 2 and 3 of this Agreement and any related repayments to be made on the First Amendment Effective Date, (ii) pay the accrued interest, fees, any required prepayment premium and transaction expenses associated with the foregoing, and (iii) to the extent set forth in of any remaining proceeds, for working capital and general corporate purposes of the Incremental TLB Facility Activation Notice)Company and its subsidiaries and for any other purpose not prohibited by the Amended Credit Agreement. (ed) Pursuant to Section 10.20 of the Credit Agreement, the Parent Borrower shall designate the Dutch Borrower as an Additional Borrower with respect to the New Term B-2 EUR Loans contemplated by this Agreement (the “New Term B-2 EUR Facility”) and the Dutch Borrower shall execute an Additional Borrower Joinder with respect to the New Term B-2 EUR Facility. Notwithstanding anything herein or in any other Loan Document to the contrary, (i) each Term B Lender that is an Existing Lender and that has delivered its signature page hereto (each such Term B Lender, a “Converting Term B Lender”) shall, in lieu of its requirement to make a New Term B Loan in accordance with Section 4(a), be deemed to have made to the proceeds Company a New Term B Loan on the First Amendment Effective Date in an amount equal to the aggregate principal amount of the New Existing Term B-2 EUR B Loans will of such Converting Term B Lender immediately following the transactions described in Sections 2 and 3 of this Agreement (or such lesser amount as may be made available solely notified to and received solely such Converting Term B Lender by the Dutch Borrower, Administrative Agent prior to the First Amendment Effective Date) and (ii) the Dutch Borrower will notCompany shall, and will not have any obligation to, guarantee the Obligations of the Parent Borrower, the Guarantors or any other obligor under the Loan Documents and (iii) the Dutch Borrower will not, and will not have any obligation to, pledge or otherwise xxxxx x Xxxx on any in lieu of its assets with respect obligation to any of the Obligations (including with respect to the New Term B-2 EUR Loans). (f) The parties hereto hereby agree that the New Term B-2 Lenders may, subject to the requirements of Section 10.04(c)(i) of the Credit Agreement, sell participations in all or a portion of prepay such New Term B-2 Lender’s rights and obligations under the Credit Agreement with respect to the New Term B-2 EUR Loans; provided, that at any time it is a requirement of Dutch law on the date participations are sold to such Participant with respect to New Term B-2 EUR Loans, that such Participant shall not be considered to be a part of the public within the meaning of the Financial Supervision Act, which requirement can be considered satisfied, in reliance upon the Explanatory Memorandum to the Implementation Act in respect of Directive 2013/36/EU and Regulation (EU) No 575/2013, until the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(l) of Regulation (EU) No 575/2013), if the amount borrowed is not less than EUR 100,000 or its equivalent in any other currency; provided, further, that any Assignee of New Term B-2 EUR Loans shall, as a condition to the effectiveness of such Assignment, represent and warrant that it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder (including the requirements set for in the first proviso to this clause (d). (g) The continuation of Continued Term B Loans may be implemented pursuant to other procedures specified by the Administrative Agent (in consultation with the Borrowers), including by repayment of Continued Existing Term B Loans of a Continuing such Converting Term B Lender followed by a subsequent assignment in accordance with Sections 4(c) and 4(e) hereof, be deemed to it of New Term B USD Loans or New Term B EUR Loans, as applicable, in the same amount. (h) On the Second Amendment Effective Date, any Term B Lender with Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, that are not continued as Continued Term B Loans (the “Non-Continuing Term B Lenders”) shall have its Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, prepaid in full, and the Borrowers, as applicable, shall pay to each Non-Continuing Term B Lender all accrued and unpaid interest on and fees related to, such Non-Continuing Converting Term B Lender’s Existing Term B USD Loans or on the First Amendment Effective Date in an aggregate principal amount equal to such Converting Term B Lender’s Term B Commitment, in each case, on a cashless basis. For purposes of Section 2.04(i) of the Credit Agreement, the Existing Term B EUR Loans, as applicable, to, but not including, Loans of each Converting Term B Lender shall be deemed to have been prepaid on the Second First Amendment Effective Date. (ie) Upon Notwithstanding anything herein or in the Second Credit Agreement to the contrary, on the First Amendment Effective Date, Date the Administrative Agent is deemed Company shall pay all accrued and unpaid interest and fees with respect to have waived the notice Existing Term B Loans outstanding immediately prior to such date. Each Converting Term B Lender hereby waives any requirement set forth in by the Company to pay any amounts due and owing to it pursuant to Section 2.22(a)(viii) 2.18 of the Credit Agreement as a result of the transactions described in paragraphs (a), (c) and (d) of this Agreement, including Annex II attached hereto, shall serve to satisfy the conditions thereunderSection 4. (jf) Upon the Second Amendment Effective Date, The Company and each Term B Lender party hereto hereby authorize the Administrative Agent is to (i) determine all amounts, percentages and other information with respect to the Term B Commitments and New Term B Loans of each Term B Lender and (ii) enter and complete all such amounts, percentages and other information in the Register. The Administrative Agent’s determination and entry and completion shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Company under the Amended Credit Agreement, in each case, absent manifest error. (g) The transactions contemplated by this Section 4 shall be deemed to have waived any notice requirement set forth in Section 2.11(f) with respect to any prepayment occurred immediately after the transactions contemplated by Sections 2 and 3 of Existing Term B USD Loans, the Closing Date Term B EUR Loans and the Incremental Term B EUR Loans in connection with the refinancingthis Agreement.

New Term B Loans. Subject (a) Immediately after giving effect to the satisfaction of amendments set forth in Sections 2 and 3 above, each Lender described on Schedule A attached hereto (the “First Amendment Additional Term B Lenders”) severally agrees to provide to the Borrower an additional Term B Loan Commitment in an aggregate principal amount as set forth opposite its name on Schedule A attached hereto (the “First Amendment Additional Term B Loan Commitments”), on the terms and subject to the conditions set forth in Section 4 hereof: (a) the Loan Agreement and this Amendment. Subject to the terms and conditions set forth herein (i) in the Loan Agreement and this Amendment, each Continuing First Amendment Additional Term B USD Lender severally agrees to continue make to the Borrower, on the Effective Date, term loans (the “First Amendment Term B Loans”) in an aggregate principal amount of such First Amendment Additional Term B Lender’s First Amendment Additional Term B Loan Commitment, which First Amendment Term B Loans shall be made to the Administrative Agent on the Effective Date. Notwithstanding any other provision of this Amendment, undrawn First Amendment Additional Term B Loan Commitments shall automatically terminate on the funding of the First Amendment Term B Loans pursuant to this clause (a). Once funded, the First Amendment Term B Loans made pursuant to this clause (a) shall be treated uniformly as Term B Loans, indistinguishable from the Term B Loans made on the Closing Date, including without limitation with respect to maturity, prepayments, repayments, interest rate and other economic terms. The First Amendment Additional Term B Lenders shall be deemed to be Term B Lenders and Lenders for all (or such lesser amount as notified purposes under the Loan Agreement, with respect to such Term Lender by the Administrative Agent and New B Loans made pursuant to this clause (a). (b) The initial Interest Period for all First Amendment Term B Lead Arrangers prior Loans hereunder shall commence upon the making of such First Amendment Term B Loans and end on the last day of the Interest Period(s) applicable to the Second Amendment Effective Date) of its Existing Term B USD Loans (as of the date of the making of the First Amendment Term B Loans) and such First Amendment Term B Loans shall have the same LIBO Rate as the corresponding Term B Loans (and, if there are multiple Interest Periods and/or multiple LIBO Rates applicable to the Term B Loans as New of such date of the making of the First Amendment Term B USD Loans, then the First Amendment Term B Loans shall have multiple Interest Periods ending on the same days (iiand having the same LIBO rates) each Continuing as such Interest Periods, and with respect to amounts proportionate to the amount of the Term B-1 EUR Lender agrees to continue all (or such lesser amount as notified B Loans applicable to such Term Lender by Interest Periods). (c) Notwithstanding anything to the contrary contained herein, upon satisfaction or waiver of the applicable conditions precedent specified herein, the Administrative Agent and the New Borrower shall cause the proceeds of the First Amendment Term B Lead Arrangers prior Loans received by the Administrative Agent from the First Amendment Additional Term B Lenders to be credited (i) to the Second Amendment Effective Date) of its Closing Date Interest Reserve Account in an amount equal to the Specified Interest Reserve Account Amount, as calculated on such date and after giving effect to the Term B EUR Loans as New Term B-1 EUR Loans made on the Effective Date pursuant to this Amendment, (ii) to the Golf Course Loan Account in an amount equal to $2,500,000, and (iii) each Continuing to the Loan Proceeds Account in an amount equal to all other proceeds of the First Amendment Term B-2 EUR Lender agrees to continue all (or such lesser amount as notified to such Term Lender B Loans received by the Administrative Agent and the New Term B Lead Arrangers prior to the Second Amendment Effective Date) of its Incremental Term B EUR Loans as New Term B-2 EUR Loans. (b) Subject to the terms and conditions set forth herein, (i) each Additional Term B USD Lender severally agrees to make a New Term B USD Loan to the Parent Borrower on the Second Amendment Effective Date after application thereof to fees and expenses incurred in a principal amount equal to its Additional Term B USD Commitment (as defined below), (ii) each Additional Term B-1 EUR Lender severally agrees to make a New Term B-1 EUR Loan to the Parent Borrower on the Second Amendment Effective Date in a principal amount equal to its Additional Term B-1 EUR Commitment (as defined below) and (iii) each Additional Term B-2 EUR Lender severally agrees to make a New Term B-2 EUR Loan to the Borrowers on the Second Amendment Effective Date in a principal amount equal to its Additional Term B-2 EUR Commitment (as defined below), in each case, which amounts shall be made available to the Administrative Agent in immediately available funds in accordance connection with the Credit Agreement. The “Additional Term B USD Commitment” of any Additional Term B USD Lender will be the amount set forth opposite such Additional Term B USD Lender’s name on Schedule 1 hereto. The “Additional Term B-1 EUR Commitment” of any Additional Term B-1 EUR Lender will be the amount set forth opposite such Additional Term B-1 EUR Lender’s name on Schedule 1 hereto. The “Additional Term B-2 EUR Commitment” of any Additional Term B-2 EUR Lender will be the amount set forth opposite such Additional Term B-2 EUR Lender’s name on Schedule 1 hereto. (c) In accordance with the definition of “Incremental Amount” set forth in the Credit Agreement, the Parent Borrower hereby elects that the Second Amendment Incremental Term B USD Loans be incurred pursuant to clause (c) of such definition. The Second Amendment Incremental Term B USD Loans shall be part of the same Class as the Term B USD Loans under the Credit Agreement and shall have the terms set forth therein (except as otherwise set forth in the Incremental TLB Facility Activation Notice (as defined below))this Amendment. (d) The New By executing this Amendment, each First Amendment Additional Term B USD Loans, the New Term B-1 EUR Loans and the New Term B-2 EUR Loans shall have the terms set forth in the Credit Agreement (except, with respect to the Second Amendment Incremental Term B USD Loans, to the extent set forth in the Incremental TLB Facility Activation Notice). (e) Pursuant to Section 10.20 of the Credit Agreement, the Parent Borrower shall designate the Dutch Borrower as an Additional Borrower with respect to the New Term B-2 EUR Loans contemplated by this Agreement (the “New Term B-2 EUR Facility”) and the Dutch Borrower shall execute an Additional Borrower Joinder with respect to the New Term B-2 EUR Facility. Notwithstanding anything herein or in any other Loan Document to the contrary, Lender (i) the proceeds confirms that it has received a copy of the New Term B-2 EUR Loans will be made available solely Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and received solely by the Dutch Borrowersuch 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 Dutch Borrower will not, and will not have any obligation to, guarantee the Obligations of the Parent BorrowerAdministrative Agent, the Guarantors Collateral Agent or any other obligor 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 Loan Documents Agreement and this Amendment, (iii) appoints and authorizes Administrative Agent, the Dutch Borrower Collateral Agent and the Disbursement Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other Loan Documents as are delegated to the Administrative Agent, the Collateral Agent or the Disbursement Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto and (iv) agrees that it will not, and will not have any obligation to, pledge or otherwise xxxxx x Xxxx on any of its assets perform in accordance with respect to any their terms all of the Obligations (including with respect to obligations which by the New Term B-2 EUR Loans). (f) The parties hereto hereby agree that the New Term B-2 Lenders may, subject to the requirements of Section 10.04(c)(i) terms of the Credit Agreement, sell participations in all or a portion of such New Term B-2 Lender’s rights and obligations under the Credit Loan Agreement with respect to the New Term B-2 EUR Loans; provided, that at any time it is a requirement of Dutch law on the date participations are sold to such Participant with respect to New Term B-2 EUR Loans, that such Participant shall not be considered to be a part of the public within the meaning of the Financial Supervision Act, which requirement can be considered satisfied, in reliance upon the Explanatory Memorandum to the Implementation Act in respect of Directive 2013/36/EU and Regulation (EU) No 575/2013, until the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(l) of Regulation (EU) No 575/2013), if the amount borrowed is not less than EUR 100,000 or its equivalent in any other currency; provided, further, that any Assignee of New Term B-2 EUR Loans shall, as a condition to the effectiveness of such Assignment, represent and warrant that it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied performed by it in order to acquire the Assigned Interest and become as a Lender thereunder (including the requirements set for in the first proviso to this clause (d). (g) The continuation of Continued Term B Loans may be implemented pursuant to other procedures specified by the Administrative Agent (in consultation with the Borrowers), including by repayment of Continued Term B Loans of a Continuing and Term B Lender followed by a subsequent assignment to it of New Term B USD Loans or New Term B EUR Loans, as applicable, in the same amount. (h) On the Second Amendment Effective Date, any Term B Lender with Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, that are not continued as Continued Term B Loans (the “Non-Continuing Term B Lenders”) shall have its Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, prepaid in full, and the Borrowers, as applicable, shall pay to each Non-Continuing Term B Lender all accrued and unpaid interest on and fees related to, such Non-Continuing Term B Lender’s Existing Term B USD Loans or Existing Term B EUR Loans, as applicable, to, but not including, the Second Amendment Effective Date. (i) Upon the Second Amendment Effective Date, the Administrative Agent is deemed to have waived the notice requirement set forth in Section 2.22(a)(viii) of the Credit Agreement and this Agreement, including Annex II attached hereto, shall serve to satisfy the conditions thereunder. (j) Upon the Second Amendment Effective Date, the Administrative Agent is deemed to have waived any notice requirement set forth in Section 2.11(f) with respect to any prepayment of Existing Term B USD Loans, the Closing Date Term B EUR Loans and the Incremental Term B EUR Loans in connection with the refinancing.