Common use of Replacement Term Commitments Clause in Contracts

Replacement Term Commitments. (a) Subject to the terms and conditions set forth herein, on the Refinancing Amendment Effective Date, (i) each Additional Term A-1 Lender agrees to fund a Term A-1 Loan in a principal amount not exceeding such Additional Term A-1 Lender’s Term A-1 Commitment set forth on its signature page hereto and (ii) each Continuing Term A-1 Lender agrees to (A) fund a Term A-1 Loan or (B) if such Continuing Term A-1 Lender has given the Administrative Agent at least one Business Day’s notice that it desires to convert all or a portion of its Original Term A Loans into Converted Term A-1 Loans, convert all or a portion of its Original Term A Loans into Term A-1 Loans (not exceeding the principal amount of such Continuing Term A-1 Lender’s Term A-1 Commitment set forth on its signature page hereto), so that the aggregate principal amount of such funded Term A-1 Loan and such Converted Term A-1 Loans equals such Continuing Term A-1 Lender’s Term A-1 Commitment. Without limiting the generality of the foregoing, each Continuing Term A-1 Lender shall have a commitment to fund a Term A-1 Loan, or acquire Converted Term A-1 Loans by Conversion, in the aggregate amount set forth on its signature page hereto. Each party hereto acknowledges and agrees that notwithstanding any such Conversion, each such Continuing Term A-1 Lender shall be entitled to receive payment on the Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date, and any amounts payable pursuant to Section 3.05 of the Credit Agreement, with respect to all of its Original Term A Loans. (b) Subject to the terms and conditions set forth herein, on the Refinancing Amendment Effective Date, (i) each Additional Term B-1 Lender agrees to fund a Term B-1 Loan in a principal amount not exceeding such Additional Term B-1 Lender’s Term B-1 Commitment set forth on its signature page hereto and (ii) each Continuing Term B-1 Lender agrees to (A) fund a Term B-1 Loan or (B) if such Continuing Term B-1 Lender has given the Administrative Agent at least one Business Day’s notice that it desires to convert all or a portion of its Original Term B Loans into Converted Term B-1 Loans, convert all or a portion of its Original Term B Loans into Term B-1 Loans (not exceeding the principal amount of such Continuing Term B-1 Lender’s Term B-1 Commitment set forth on its signature page hereto), so that the aggregate principal amount of such funded Term B-1 Loan and such Converted Term B-1 Loans equals such Continuing Term B-1 Lender’s Term B-1 Commitment. Without limiting the generality of the foregoing, each Continuing Term B-1 Lender shall have a commitment to fund a Term B-1 Loan, or acquire Converted Term B-1 Loans by Conversion, in the aggregate amount set forth on its signature page hereto. Each party hereto acknowledges and agrees that notwithstanding any such Conversion, each such Continuing Term B-1 Lender shall be entitled to receive payment on the Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date, and any amounts payable pursuant to Sections 2.05(d) and 3.05 of the Credit Agreement, with respect to all of its Original Term B Loans. (c) Each Replacement Term Lender, by delivering its signature page to this Amendment and funding, or converting its Original Term Loans into, Term A-1 Loans or Term B-1 Loans, as the case may be, on the Refinancing Amendment Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, the Additional Amendment (such consent and approval effective as of the Refinancing Amendment Effective Date), each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the Refinancing Amendment Effective Date. The commitments of the Replacement Term Lenders are several, and no Replacement Term Lender shall be responsible for any other Replacement Term Lender’s failure to make Replacement Term Loans. (d) Subject to the terms and conditions set forth herein, pursuant to Section 10.01 of the Credit Agreement, effective as of the Refinancing Amendment Effective Date, for all purposes of the Loan Documents, (i) the Term A-1 Commitments shall constitute “Term A Commitments”, (ii) the Term A-1 Loans shall constitute “Term A Loans” and (iii) each Term A-1 Lender shall become a “Term A Lender” and a “Lender” (if such Term A-1 Lender is not already a Term A Lender or Lender prior to the effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Term A Loan Commitment (or, following the making of a Term A-1 Loan, a Term A Loan), (iv) the Term B-1 Commitments shall constitute “Term B Commitments”, (v) the Term B-1 Loans shall constitute “Term B Loans” and (vi) each Term B-1 Lender shall become a “Term B Lender” and a “Lender” (if such Term B-1 Lender is not already a Term B Lender or Lender prior to the effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Term B Loan Commitment (or, following the making of a Term B-1 Loan, a Term B Loan). (e) The Original Term A Loans of each Continuing Term A-1 Lender (to the extent not converted to an Term A-1 Loan pursuant to Section 1.02(a) of this Amendment) and of each Exiting Term A Lender shall, immediately upon the effectiveness of this Amendment, be repaid in full (together with any unpaid fees and interest accrued thereon (including any amounts payable pursuant to Section 3.05 of the Credit Agreement)) with the proceeds of the Term A-1 Loans and other funds available to the Borrower. The Original Term B Loans of each Continuing Term B-1 Lender (to the extent not converted to an Term B-1 Loan pursuant to Section 1.02(b) of this Amendment) and of each Exiting Term B Lender shall, immediately upon the effectiveness of this Amendment, be repaid in full (together with any unpaid fees and interest accrued thereon (including any amounts payable pursuant to Sections 2.05(d) or 3.05 of the Credit Agreement)) with the proceeds of the Term B-1 Loans and other funds available to the Borrower. The Borrower shall, on the Refinancing Amendment Effective Date, pay to the Administrative Agent, for the accounts of the Persons that are Term Lenders immediately prior to the Refinancing Amendment Effective Date, all interest and fees accrued to the Refinancing Amendment Effective Date with respect to the Original Term Loans, whether or not such Original Term Loans are converted pursuant to Section 1.02(a) or (b) of this Amendment. (f) Each Lender party hereto (including each Continuing Term A-1 Lender and each Continuing Term B-1 Lender) waives, solely in respect of the prepayment of Original Term Loans and the making of (or conversion into) Replacement Term Loans, as contemplated hereby, compliance with the requirements set forth in (A) Section 2.02 of the Credit Agreement, solely with respect to the time periods specified therein regarding the Borrower’s delivery of a Committed Loan Notice and (B) Section 2.05(a) of the Credit Agreement that the Borrower give prior notice of a voluntary prepayment of Term Loans. (g) The obligation of each Replacement Term Lender to make Replacement Term Loans on the Refinancing Amendment Effective Date is subject to the satisfaction of the following conditions: (i) Immediately before and after giving effect to the borrowing of the Replacement Term Loans and the repayment in full of the Original Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Credit Agreement shall be satisfied on and as of the Refinancing Amendment Effective Date, and the Replacement Term Lenders shall have received a certificate of a Responsible Officer dated the Refinancing Amendment Effective Date to such effect. (ii) The Administrative Agent shall have received a favorable legal opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Borrower, covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion. (iii) The Administrative Agent shall have received (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of the Borrower, certified, if applicable, as of a recent date by the Secretary of State or similar Governmental Authority of the jurisdiction of its organization, and a certificate as to the good standing (where relevant) of such Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a closing certificate executed by the Secretary or Assistant Secretary (or a director in lieu thereof) of each of the Borrower dated the Refinancing Amendment Effective Date, substantially in the form of the closing certificate delivered on the Effective Date in connection with the Credit Agreement, and certifying (I) that attached thereto is a true and complete copy of the by-laws, memorandum and articles of association or operating (or limited liability company) agreement of such Loan Party as in effect on the Refinancing Amendment Effective Date, (II) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (III) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of incorporation or organization furnished pursuant to clause (A) above, and (IV) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or director executing the certificate pursuant to this clause (B). (iv) The Administrative Agent shall have received a Committed Loan Notice in a form reasonably acceptable to the Administrative Agent requesting that the Term A-1 Lenders make the Term A-1 Loans and the Term B-1 Lenders make the Term B-1 Loans to the Borrower on the Refinancing Amendment Effective Date. (v) The conditions to effectiveness of this Amendment set forth in Section 1.04 hereof (other than paragraph (b) thereof) shall have been satisfied. (vi) Each Loan Party set forth on Schedule I hereto shall have entered into a reaffirmation agreement, in form and substance reasonably satisfactory to the Administrative Agent.

Replacement Term Commitments. (a) Subject to the terms and conditions set forth herein, on the First Refinancing Amendment Effective Date, Date (i) each Continuing Term A-1 Lender agrees to convert all of its Original Term A Loans into Term A-1 Loans and (ii) the Additional Term A-1 Lender agrees to fund a Term A-1 Loan in a principal amount not exceeding such equal to the Additional Term A-1 Lender’s Term A-1 Commitment set forth on its signature page hereto and (ii) each Continuing Term A-1 Lender agrees to (A) fund a Term A-1 Loan or (B) if such Continuing Term A-1 Lender has given the Administrative Agent at least one Business Day’s notice that it desires to convert all or a portion of its Original Term A Loans into Converted Term A-1 Loans, convert all or a portion of its Original Term A Loans into Term A-1 Loans (not exceeding the principal amount of such Continuing Term A-1 Lender’s Term A-1 Commitment set forth on its signature page hereto), so that the aggregate principal amount of such funded Term A-1 Loan and such Converted Term A-1 Loans equals such Continuing Term A-1 Lender’s Term A-1 Commitment. Without limiting the generality of the foregoing, each Continuing Term A-1 Lender shall have a commitment to fund a Term A-1 Loan, or acquire Converted Term A-1 Loans by Conversion, in the aggregate amount set forth on its signature page heretoAmount. Each party hereto acknowledges and agrees that notwithstanding any such Conversion, each such Continuing Term A-1 Lender shall be entitled to receive payment on the First Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date, and any amounts payable pursuant to Section 3.05 of the Credit Agreement, with respect to all of its Original Term A Loans. (b) Subject to the terms and conditions set forth herein, on the First Refinancing Amendment Effective Date, Date (i) each Continuing Term B-1 Lender agrees to convert all of its Original Term B Loans into Term B-1 Loans and (ii) the Additional Term B-1 Lender agrees to fund a Term B-1 Loan in a principal amount not exceeding such equal to the Additional Term B-1 Lender’s Term B-1 Commitment set forth on its signature page hereto and (ii) each Continuing Term B-1 Lender agrees to (A) fund a Term B-1 Loan or (B) if such Continuing Term B-1 Lender has given the Administrative Agent at least one Business Day’s notice that it desires to convert all or a portion of its Original Term B Loans into Converted Term B-1 Loans, convert all or a portion of its Original Term B Loans into Term B-1 Loans (not exceeding the principal amount of such Continuing Term B-1 Lender’s Term B-1 Commitment set forth on its signature page hereto), so that the aggregate principal amount of such funded Term B-1 Loan and such Converted Term B-1 Loans equals such Continuing Term B-1 Lender’s Term B-1 Commitment. Without limiting the generality of the foregoing, each Continuing Term B-1 Lender shall have a commitment to fund a Term B-1 Loan, or acquire Converted Term B-1 Loans by Conversion, in the aggregate amount set forth on its signature page heretoAmount. Each party hereto acknowledges and agrees that notwithstanding any such Conversion, each such Continuing Term B-1 Lender shall be entitled to receive payment on the First Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date, and any amounts payable pursuant to Sections 2.05(dSection 2.05(a)(iii) and Section 3.05 of the Credit Agreement, with respect to all of its Original Term B Loans. (c) Each Replacement Term Lender, by delivering its signature page to this First Refinancing Amendment and funding, or converting its Original Term Loans into, Term A-1 Loans or Term B-1 Loans, as the case may be, on the First Refinancing Amendment Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each of the First Refinancing Amendment and the Additional Amendment (such consent and approval effective as of the First Refinancing Amendment Effective Date), each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the First Refinancing Amendment Effective Date. The commitments of the Replacement Term Lenders are several, and no Replacement Term Lender shall be responsible for any other Replacement Term Lender’s failure to make Replacement Term Loans. Each Replacement Term Loan Assignee, by delivering its signature page to this First Refinancing Amendment shall be deemed to have acknowledged receipt of, and consented to and approved, each of the First Refinancing Amendment and the Additional Amendment (such consent and approval effective as of the First Refinancing Amendment Effective Date), each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the First Refinancing Amendment Effective Date. (d) Subject to the terms and conditions set forth herein, pursuant to Section 10.01 of the Credit Agreement, effective as of the First Refinancing Amendment Effective Date, for all purposes of the Loan Documents, (i) the Term A-1 Commitments shall constitute “Term A Commitments”, (ii) the Term A-1 Loans shall constitute “Term A Loans” and ”, (iiiii) each Term A-1 Lender shall become a “Term A Lender” and a “Lender” (if such Term A-1 Lender is not already a Term A Lender or Lender prior to the effectiveness of this First Refinancing Amendment) and shall have all the rights and obligations of a Lender holding a Term A Loan Commitment (or, following the making of a Term A-1 Loan, a Term A Loan), (iv) the Term B-1 Commitments shall constitute “Term B Commitments”, (viii) the Term B-1 Loans shall constitute “Term B Loans” and (viiv) each Term B-1 Lender shall become a “Term B Lender” and a “Lender” (if such Term B-1 Lender is not already a Term B Lender or Lender prior to the effectiveness of this First Refinancing Amendment) and shall have all the rights and obligations of a Lender holding a Term B Loan Commitment (or, following the making of a Term B-1 Loan, a Term B Loan). (e) The Original Term A Loans of each Continuing Term A-1 Lender (to the extent not converted to an Term A-1 Loan pursuant to Section 1.02(a) of this Amendment) and of each Exiting Term A Lender shall, immediately upon the effectiveness of this First Refinancing Amendment, be repaid in full (together with any unpaid fees and interest accrued thereon (including any amounts payable pursuant to Section 3.05 of the Credit Agreement)) with the proceeds of the Term A-1 Loans and other funds available to the Borrower. The Original Term B Loans of each Continuing Term B-1 Lender (to the extent not converted to an Term B-1 Loan pursuant to Section 1.02(b) of this Amendment) and of each Exiting Term B Lender shall, immediately upon the effectiveness of this First Refinancing Amendment, be repaid in full (together with any unpaid fees and interest accrued thereon (including any amounts payable pursuant to Sections 2.05(d2.05(a)(iii) or 3.05 of the Credit Agreement)) with the proceeds of the Term B-1 Loans and other funds available to the Borrower. The Borrower shall, on the First Refinancing Amendment Effective Date, pay to the Administrative Agent, for the accounts of the Persons that are Term Lenders immediately prior to the First Refinancing Amendment Effective Date, all interest and fees accrued to the First Refinancing Amendment Effective Date with respect to the Original Term Loans, whether or not such Original Term Loans are converted pursuant to Section 1.02(a) or (b) of this First Refinancing Amendment. (f) Each Lender party hereto (including each Continuing Term A-1 Lender and each Continuing Term B-1 Lender) waives, solely in respect of the prepayment of Original Term Loans and the making of (or conversion into) Replacement Term Loans, as contemplated hereby, compliance with the requirements set forth in (A) Section 2.02 of the Credit Agreement, solely with respect to the time periods specified therein regarding the Borrower’s delivery of a Committed Loan Notice and (B) Section 2.05(a) of the Credit Agreement that the Borrower give prior notice of a voluntary prepayment of Term Loans. (g) The obligation of each Replacement Term Lender to make Replacement Term Loans on the First Refinancing Amendment Effective Date is subject to the satisfaction of the following conditions: (i) Immediately before and after giving effect to the borrowing of the Replacement Term Loans and the repayment in full of the Original Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.03 4.02 of the Credit Agreement shall be satisfied on and as of the First Refinancing Amendment Effective Date, and the Replacement Term Lenders shall have received a certificate of a Responsible Officer dated the First Refinancing Amendment Effective Date to such effect. (ii) The Administrative Agent shall have received a favorable legal opinion of Xxxxxx & Xxxxxxx Xxxxxxxxx Xxxxxxx, LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender and covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion. (iii) The Administrative Agent shall have received (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of the Borrower, certified, if applicable, as of a recent date by the Secretary of State or similar Governmental Authority of the jurisdiction of its organization, and a certificate as to the good standing (where relevant) of such Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a closing certificate executed by the Secretary or Assistant Secretary (or a director in lieu thereof) of each of the Borrower and the Guarantors dated the First Refinancing Amendment Effective Date, substantially in the form of the closing certificate certificates delivered on the Effective Closing Date in connection with the Credit Agreement, and certifying (I) that attached thereto is a true and complete copy there have been no changes or amendments to the certificate or articles of incorporation or organization of such Loan Party since the by-lawsClosing Date, (II) that there have been no changes or amendments to the bylaws, memorandum and articles of association or operating (or limited liability company) agreement of such Loan Party as in effect on since the Refinancing Amendment Effective Closing Date, (IIIII) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this First Refinancing Amendment and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (III) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of incorporation or organization furnished pursuant to clause (A) above, and (IV) as to the incumbency and specimen signature of each officer executing this First Refinancing Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or director executing the certificate pursuant to this clause (BA). (iv) The Administrative Agent shall have received a Committed Loan Notice in a form reasonably acceptable to the Administrative Agent requesting that the Term A-1 Lenders make the Term A-1 Loans and the Term B-1 Lenders make the Term B-1 Loans to the Borrower on the First Refinancing Amendment Effective Date. (v) The conditions to effectiveness of this First Refinancing Amendment set forth in Section 1.04 hereof (other than paragraph (b) thereof) shall have been satisfied. (vi) Each Loan Party set forth on Schedule I hereto shall have entered into a reaffirmation agreement, in form and substance reasonably satisfactory to the Administrative Agent. (vii) Each Term A-1 Lender and Term B-1 Lender shall have received, if requested, one or more Term A Notes or Term B Notes, as applicable, payable to the or- der of such Term A-1 Lender or Term B-1 Lender, as applicable, duly executed by the Borrower, evidencing its Term A Loans or Term B Loans, as applicable.

Replacement Term Commitments. (a) Subject to the terms and conditions set forth herein, on the Refinancing Amendment No. 2 Effective Date, Date (i) each Continuing Term Loan Lender agrees to convert all of its Existing Term Loans (or such lesser amount allocated to it by the Amendment No. 2 Arranger) into Replacement Term Loans and (ii) each Additional Term A-1 Loan Lender agrees to fund a Replacement Term A-1 Loan in a principal amount not exceeding equal to the Additional Term Loan Commitment Amount of such Additional Term A-1 Lender’s Term A-1 Commitment set forth on its signature page hereto and Loan Lender (ii) each Continuing Term A-1 Lender agrees or such lesser amount allocated to (A) fund a Term A-1 Loan or (B) if such Continuing Term A-1 Lender has given it by the Administrative Agent at least one Business Day’s notice that it desires to convert all or a portion of its Original Term A Loans into Converted Term A-1 Loans, convert all or a portion of its Original Term A Loans into Term A-1 Loans (not exceeding the principal amount of such Continuing Term A-1 Lender’s Term A-1 Commitment set forth on its signature page heretoAmendment No. 2 Arranger), so that the aggregate principal amount of such funded Term A-1 Loan and such Converted Term A-1 Loans equals such Continuing Term A-1 Lender’s Term A-1 Commitment. Without limiting the generality of the foregoing, each Continuing Term A-1 Lender shall have a commitment to fund a Term A-1 Loan, or acquire Converted Term A-1 Loans by Conversion, in the aggregate amount set forth on its signature page hereto. Each party hereto acknowledges and agrees that notwithstanding any such Conversion, each such Continuing Term A-1 Lender shall be entitled to receive payment on the Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date, and any amounts payable pursuant to Section 3.05 of the Credit Agreement, with respect to all of its Original Term A Loans. (b) Subject to the terms and conditions set forth herein, on the Refinancing Amendment Effective Date, (i) each Additional Term B-1 Lender agrees to fund a Term B-1 Loan in a principal amount not exceeding such Additional Term B-1 Lender’s Term B-1 Commitment set forth on its signature page hereto and (ii) each Continuing Term B-1 Lender agrees to (A) fund a Term B-1 Loan or (B) if such Continuing Term B-1 Lender has given the Administrative Agent at least one Business Day’s notice that it desires to convert all or a portion of its Original Term B Loans into Converted Term B-1 Loans, convert all or a portion of its Original Term B Loans into Term B-1 Loans (not exceeding the principal amount of such Continuing Term B-1 Lender’s Term B-1 Commitment set forth on its signature page hereto), so that the aggregate principal amount of such funded Term B-1 Loan and such Converted Term B-1 Loans equals such Continuing Term B-1 Lender’s Term B-1 Commitment. Without limiting the generality of the foregoing, each Continuing Term B-1 Lender shall have a commitment to fund a Term B-1 Loan, or acquire Converted Term B-1 Loans by Conversion, in the aggregate amount set forth on its signature page hereto. Each party hereto acknowledges and agrees that notwithstanding any such Conversion, each such Continuing Term B-1 Lender shall be entitled to receive payment on the Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date, and any amounts payable pursuant to Sections 2.05(d) and 3.05 of the Credit Agreement, with respect to all of its Original Term B Loans. (c) Each Replacement Term Loan Lender, by delivering its a Consent or a Joinder or having otherwise executed a signature page to this Amendment No. 2 and funding, or converting its Original Existing Term Loans into, into Replacement Term A-1 Loans or Term B-1 Loans, as the case may be, on the Refinancing Amendment No. 2 Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, the Additional this Amendment No. 2 (such consent and approval effective as of the Refinancing Amendment No. 2 Effective Date), each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class class of Lenders on the Refinancing Amendment No. 2 Effective Date. The commitments of the Replacement Term Loan Lenders are several, and no Replacement Term Loan Lender shall be responsible for any other Replacement Term Loan Lender’s failure to convert or make Replacement Term Loans. (dc) Subject to the terms and conditions set forth herein, pursuant to Section 10.01 of the Credit Agreement, effective as of the Refinancing Amendment No. 2 Effective Date, for all purposes of the Loan Documents, (i) the Replacement Term A-1 Commitments shall constitute “Term A Commitments”, (ii) the Term A-1 Loans shall constitute “Term A Loans” and (iiiii) each Replacement Term A-1 Loan Lender shall become a “Term A Loan Lender” and a “Lender” (if such Replacement Term A-1 Loan Lender is not already a Term A Loan Lender or Lender prior to the effectiveness of this AmendmentAmendment No. 2 ) and shall have all the rights and obligations of a Lender holding a Term A Loan Commitment (or, following the making of a Replacement Term A-1 Loan, a Term A Loan), (iv) the Term B-1 Commitments shall constitute “Term B Commitments”, (v) the Term B-1 Loans shall constitute “Term B Loans” and (vi) each Term B-1 Lender shall become a “Term B Lender” and a “Lender” (if such Term B-1 Lender is not already a Term B Lender or Lender prior to the effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Term B Loan Commitment (or, following the making of a Term B-1 Loan, a Term B Loan). (ed) The Original Borrower directs the Administrative Agent to prepay the Existing Term A Loans (other than the Converted Term Loans) (such Term Loans, the “Non-Converted Term Loans”) with the gross proceeds of each Continuing the Additional Term A-1 Lender (Loans and cash delivered by the Borrower to the extent Administrative Agent for such purpose promptly after the receipt thereof. Accrued and unpaid interest on such Non-Converted Term Loans to, but not converted to an Term A-1 Loan pursuant to Section 1.02(a) of this Amendment) including, the Amendment No. 2 Effective Date shall be payable on the Amendment No. 2 Effective Date and of each Exiting Term A Lender shall, immediately upon the effectiveness of this Amendment, be repaid in full (together with Borrower will make any unpaid fees and interest accrued thereon (including any amounts payable pursuant to payments required under Section 3.05 of the Credit Agreement)) with the proceeds of the Term A-1 Loans and other funds available to the Borrower. The Original Term B Loans of each Continuing Term B-1 Lender (to the extent not converted to an Term B-1 Loan pursuant to Section 1.02(b) of this Amendment) and of each Exiting Term B Lender shall, immediately upon the effectiveness of this Amendment, be repaid in full (together with any unpaid fees and interest accrued thereon (including any amounts payable pursuant to Sections 2.05(d) or 3.05 of the Credit Agreement)) with the proceeds of the Term B-1 Loans and other funds available to the Borrower. The Borrower shall, on the Refinancing Amendment Effective Date, pay to the Administrative Agent, for the accounts of the Persons that are Term Lenders immediately prior to the Refinancing Amendment Effective Date, all interest and fees accrued to the Refinancing Amendment Effective Date Agreement with respect to the Original Term Loans, whether or not such Original Non-Converted Term Loans are converted pursuant to Section 1.02(a) or (b) of this Amendmentin accordance therewith. (fe) Each Lender party hereto All Replacement Term Loans made on the Amendment No. 2 Effective Date by Lenders of Converted Term Loans will have the same Types (including each Continuing Term A-1 Lender and each Continuing Term B-1 Lenderin the same amounts) waives, solely in respect of as applicable at such time to the prepayment of Original corresponding Converted Term Loans and will have initial Interest Periods ending on the making of (or conversion into) Replacement same dates as the Interest Periods applicable at such time to the corresponding Converted Term Loans, as contemplated hereby, compliance with . No accrued interest on the requirements set forth in Converted Term Loans shall be payable on the Amendment No. 2 Effective Date (A) Section 2.02 of except to the extent such date is also a scheduled Interest Payment Date under the Credit Agreement, solely with respect to the time periods specified therein regarding the Borrower’s delivery of a Committed Loan Notice and (B) Section 2.05(a) of the Credit Agreement that the Borrower give prior notice of a voluntary prepayment of Term Loans. (g) The obligation of each Replacement Term Lender to make Replacement Term Loans on the Refinancing Amendment Effective Date is subject to the satisfaction of the following conditions: (i) Immediately before and after giving effect to the borrowing of the Replacement Term Loans and the repayment in full of the Original Term Loans, the conditions set forth in paragraphs (a) and (b) of no amounts under Section 4.03 3.05 of the Credit Agreement shall be satisfied on and as of the Refinancing Amendment Effective Date, and the Replacement Term Lenders shall have received a certificate of a Responsible Officer dated the Refinancing Amendment Effective Date to such effect. (ii) The Administrative Agent shall have received a favorable legal opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Borrower, covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion. (iii) The Administrative Agent shall have received (A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of the Borrower, certified, if applicable, as of a recent date by the Secretary of State or similar Governmental Authority of the jurisdiction of its organization, and a certificate as to the good standing (where relevant) of such Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a closing certificate executed by the Secretary or Assistant Secretary (or a director in lieu thereof) of each of the Borrower dated the Refinancing Amendment Effective Date, substantially in the form of the closing certificate delivered on the Effective Date payable in connection with the Credit Agreement, and certifying (I) that attached thereto is a true and complete copy of the by-laws, memorandum and articles of association or operating (or limited liability company) agreement of such Loan Party as in effect on the Refinancing Amendment Effective Date, (II) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (III) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of incorporation or organization furnished pursuant to clause (A) above, and (IV) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or director executing the certificate pursuant to this clause (B)conversion. (iv) The Administrative Agent shall have received a Committed Loan Notice in a form reasonably acceptable to the Administrative Agent requesting that the Term A-1 Lenders make the Term A-1 Loans and the Term B-1 Lenders make the Term B-1 Loans to the Borrower on the Refinancing Amendment Effective Date. (v) The conditions to effectiveness of this Amendment set forth in Section 1.04 hereof (other than paragraph (b) thereof) shall have been satisfied. (vi) Each Loan Party set forth on Schedule I hereto shall have entered into a reaffirmation agreement, in form and substance reasonably satisfactory to the Administrative Agent.