Common use of Second Amendment Term Loans Clause in Contracts

Second Amendment Term Loans. (i) On the Second Amendment Effective Date, the proceeds of all Additional Term Loans, if any, shall be used to refinance in full all Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans), on the terms and subject to the conditions set forth herein, including via the assignment by the Lenders holding such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans), who do not remain Lenders under the Amended Credit Agreement on the Second Amendment Effective Date to the Additional Lenders as of the Second Amendment Effective Date of such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans), which shall thereafter be continued as and be deemed to be Second Amendment Term Loans. The commitments of the Additional Lenders and the undertakings of the Exchanging Term Lenders are several and no such Second Amendment Term Lender will be responsible for any other Second Amendment Term Lender’s failure to make, acquire or exchange the Second Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement. Notwithstanding anything herein or in the Amended Credit Agreement to the contrary, the aggregate principal amount of the Second Amendment Term Loans will not exceed the aggregate principal amount of the Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable. Each of the parties hereto acknowledges and agrees that the terms of this Second Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by this Second Amendment and the Amended Credit Agreement. (ii) Each Exchanging Term Lender hereby waives any break funding payments or expenses due and payable to it by the Borrower pursuant to Section 2.13 of the Credit Agreement with respect to the exchange of its Exchanged Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans with the Second Amendment Term Loans, on a date other than the last day of the Interest Period relating to such Exchanged Term Loans. (iii) The Second Amendment Term Loans, shall initially be Eurocurrency Borrowing with an Interest Period commencing on the Second Amendment Effective Date and ending on April 28, 2017. With respect to such Borrowing Request, each Second Amendment Term Lender and the Administrative Agent hereby waives the provisions of Section 2.02 of the Credit Agreement and instead requires such Borrowing Request to be delivered not later than 11 a.m., New York City time, on the Business Day before the date of the Borrowing of the Second Amendment Term Loans. (iv) The Borrower and the Administrative Agent hereby consent to any assignments made by Citi or any affiliate thereof to the Persons included in the list of allocations separately provided to the Borrower and the Administrative Agent (or any Approved Funds or Affiliate of such Persons) in connection with the primary syndication of the Second Amendment Term Loans.

Second Amendment Term Loans. (i) On The Loan Parties, the Agent and each of the Lenders hereby agree that, as of the Second Amendment Effective DateDate (as defined below), prior to giving effect to the making of the additional term loan pursuant to this Section 2, the proceeds outstanding amount of all Additional the Term LoansLoan is $25,664,759.77 (the “Initial Term Loan”). Each Lender listed on Annex I attached hereto (each, if any, shall be used to refinance in full all Existing a “Second Amendment Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable Lender”) severally (other than Exchanged Term Loans)but not jointly and severally) agrees, on the terms and subject to the conditions set forth herein, including via to lend to Borrower on the assignment Second Amendment Effective Date, the amount set forth opposite such Lender’s name on Annex I attached hereto under the heading “Second Amendment Term Loan” (the “Second Amendment Term Loan”). The Second Amendment Term Loan shall be deemed to made separate and apart from, and in addition to, the Initial Term Loan and not in repayment or refinancing thereof and shall constitute a part of the Term Loan for all purposes under the Loan Agreement and each Loan Document. Without limiting the generality of the foregoing, the Second Amendment Term Loan shall: (i) constitute a part of the Obligations and have all the benefits thereof, (ii) have all the rights, remedies, privileges and protections applicable to the Term Loan under the Loan Agreement and the other Loan Documents, and (iii) be secured by the Lenders holding such Existing Term Loans consisting Liens granted to the Agent for the benefit of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans), who do not remain the Lenders under the Amended Credit Loan Agreement and any other Loan Document. After giving effect to the Second Amendment Term Loan pursuant to this Amendment, the aggregate principal amount of the Term Loan outstanding under the Loan Agreement on the Second Amendment Effective Date to the Additional Lenders as of the Second Amendment Effective Date of such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans), which shall thereafter be continued as and be deemed to be Second Amendment Term Loans. The commitments of the Additional Lenders and the undertakings of the Exchanging Term Lenders are several and no such Second Amendment Term Lender will be responsible for any other Second Amendment Term Lender’s failure to make, acquire or exchange the Second Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement. Notwithstanding anything herein or in the Amended Credit Agreement to the contrary, the aggregate principal amount of the Second Amendment Term Loans will not exceed the aggregate principal amount of the Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable. Each of the parties hereto acknowledges and agrees that the terms of this Second Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by this Second Amendment and the Amended Credit Agreement$30,664,759.77. (ii) Each Exchanging Term Lender hereby waives any break funding payments or expenses due and payable to it by the Borrower pursuant to Section 2.13 of the Credit Agreement with respect to the exchange of its Exchanged Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans with the Second Amendment Term Loans, on a date other than the last day of the Interest Period relating to such Exchanged Term Loans. (iii) The Second Amendment Term Loans, shall initially be Eurocurrency Borrowing with an Interest Period commencing on the Second Amendment Effective Date and ending on April 28, 2017. With respect to such Borrowing Request, each Second Amendment Term Lender and the Administrative Agent hereby waives the provisions of Section 2.02 of the Credit Agreement and instead requires such Borrowing Request to be delivered not later than 11 a.m., New York City time, on the Business Day before the date of the Borrowing of the Second Amendment Term Loans. (iv) The Borrower and the Administrative Agent hereby consent to any assignments made by Citi or any affiliate thereof to the Persons included in the list of allocations separately provided to the Borrower and the Administrative Agent (or any Approved Funds or Affiliate of such Persons) in connection with the primary syndication of the Second Amendment Term Loans.

Second Amendment Term Loans. (i) On the Second Amendment Effective Date, the proceeds of all Additional Term Loans, if any, shall be used (1) to refinance in full all Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Loans, other than Cashless Settlement Term Loans, as applicable (other than Exchanged Term Loans), on the terms and subject to the conditions set forth herein, including via the assignment by the Lenders holding such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable herein and (other than Exchanged Term Loans), who do not remain Lenders under the Amended Credit Agreement on the Second Amendment Effective Date to the Additional Lenders as of the Second Amendment Effective Date of such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans), which shall thereafter be continued as 2) for working capital and be deemed to be Second Amendment Term Loansgeneral corporate purposes. The commitments of the Additional Term Lenders and the undertakings of the Exchanging Term Lenders are several and no such Second Amendment Term Lender will be responsible for any other Second Amendment Term Lender’s failure to make, acquire or exchange the Second Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in . On the Amended Credit Agreement. Notwithstanding anything herein or in the Amended Credit Agreement to the contrarySecond Amendment Effective Date, the aggregate principal amount of the Second Amendment Term Loans will not exceed the aggregate principal amount of the Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicableshall be $873,000,000. Each of the parties hereto acknowledges and agrees that the terms of this Second Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by this Second Amendment and the Amended Credit Agreement. Each of the parties hereto acknowledges and agrees that from and after the Second Amendment Effective Date, the Second Amendment Term Loans shall constitute “Initial Term Loans”, “Term Loans”, “Loans” and “Obligations” under and for all purposes of the Amended Credit Agreement. (ii) Each Exchanging Term Lender hereby waives any break funding payments breakage loss or expenses due and payable to it by the Borrower Borrowers pursuant to Section 2.13 2.16 of the Existing Credit Agreement with respect to the exchange of its Exchanged Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans with for the Second Amendment Term Loans, Loans on a date other than the last day of the Interest Period relating to such Exchanged Term Loans. (iii) The Second Amendment Term Loans, Loans shall initially be Eurocurrency Borrowing SOFR Loans with an Interest Period commencing on the Second Amendment Effective Date and ending on April 28, 2017. With respect to such Borrowing Request, each Second Amendment Term Lender and the Administrative Agent hereby waives date specified by the provisions of Section 2.02 of Parent Borrower in the Credit Agreement and instead requires such applicable Borrowing Request delivered by it pursuant to Section 4(a)(iv)(5) below. Such Borrowing Request shall be delivered not later than 11 a.m.noon, New York City time, on the three (3) Business Day before Days prior to the date of the Borrowing of the Second Amendment Term LoansLoans (unless a shorter period is agreed by the Administrative Agent), in accordance with the provisions of Section 2.03 of the Existing Credit Agreement. (iv) The Borrower Borrowers and the Administrative Agent hereby consent to any assignments made by Citi or any affiliate thereof to the Persons included in the list of allocations separately provided to the Borrower Borrowers and the Administrative Agent (or any Approved Funds or Affiliate of such Persons) in connection with the primary syndication of the Second Amendment Term Loans.

Second Amendment Term Loans. (i) On the Second Amendment Effective Date, the proceeds of all Additional Term Loans, if any, shall be used to refinance in full all Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans), on the terms and subject to the conditions set forth herein, including via the assignment by the Lenders holding such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans), who do not remain Lenders under the Amended Credit Agreement on the Second Amendment Effective Date to the Additional Lenders as of the Second Amendment Effective Date of such Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans), which shall thereafter be continued as and be deemed to be Second Amendment Term Loans. The commitments of the Additional Term Lenders and the undertakings of the Exchanging Term Lenders are several and no such Second Amendment Term Lender will be responsible for any other Second Amendment Term Lender’s failure to make, acquire or exchange the Second Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in . On the Amended Credit Agreement. Notwithstanding anything herein or in the Amended Credit Agreement to the contrarySecond Amendment Effective Date, the aggregate principal amount of the Second Amendment Tranche B-1 Term Loans will not exceed shall be $920,791,875.00 and the aggregate principal amount of to the Existing Term Loans consisting of Tranche B-1 Term Loans or Second Amendment Tranche B-2 Term Loans, as applicableLoans shall be €281,212,468.75. Each of the parties hereto acknowledges and agrees that the terms of this Second Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by this Second Amendment and the Amended Credit Agreement. (ii) Each Exchanging Term Lender hereby waives any break funding payments breakage loss or expenses due and payable to it by the Borrower pursuant to Section 2.13 2.16 of the Credit Agreement with respect to the exchange of its Exchanged Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans with the Second Amendment Term Loans, Loans on a date other than the last day of the Interest Period relating to such Exchanged Term Loans. (iii) The Second Amendment Term Loans, Loans shall initially be Eurocurrency Borrowing LIBO Rate Loans with an Interest Period commencing on the Second Amendment Effective Date and ending on April 28, 2017. With respect to such Borrowing Request, each Second Amendment Term Lender and the Administrative Agent hereby waives date specified by the provisions of Section 2.02 of Borrower in the Credit Agreement and instead requires such applicable Borrowing Request delivered by it pursuant to Section 4(a)(iv)(4) below. Such Borrowing Request shall be delivered not later than 11 a.m.noon, New York City time, on the three (3) Business Day before Days prior to the date of the Borrowing of the Second Amendment Term LoansLoans (unless a shorter period is agreed by the Administrative Agent), in accordance with the provisions of Section 2.03 of the Credit Agreement. (iv) The Borrower and the Administrative Agent hereby consent to any assignments made by Citi or any affiliate thereof to the Persons included in the list of allocations separately provided to the Borrower and the Administrative Agent (or any Approved Funds or Affiliate of such Persons) in connection with the primary syndication of the Second Amendment Term Loans.