Common use of Term B-1 Loans Clause in Contracts

Term B-1 Loans. (a) Each Extending Lender agrees, on the Second Amendment Effective Date and on the terms and conditions set forth herein and in the Amended Credit Agreement, to have all (or such lesser amount allocated to such Existing Lender by the Arrangers) its Existing Term Loans automatically re-named as Term B-1 Loans in accordance with Section 2.01 of the Amended Credit Agreement and such Term B-1 Loans shall be in effect and outstanding under the Amended Credit Agreement. (b) The Additional Term B-1 Lender hereby agrees to commit to provide its Additional Term B-1 Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement. The Additional Term B-1 Lender (i) confirms that it has received a copy of the Existing Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. The Additional Term B-1 Lender and the Borrower agree that the Additional Term B-1 Loans will be on the same terms as, and fungible with, the Term B-1 Loans and, after the funding thereof on the Second Amendment Effective Date and after giving effect to the Initial Required Payment, will constitute Term B-1 Loans for all purposes of the Amended Credit Agreement. The Additional Term B-1 Lender acknowledges and agrees that upon its execution of this Amendment and the making of the Additional Term B-1 Loans that the Additional Term B-1 Lender shall become a “Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

Term B-1 Loans. (a) Each Extending Lender agrees, on the Second Amendment Effective Date and on Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, each of the Incremental Term B-1 Lenders hereby (i) commits to have all (or such lesser amount allocated to such Existing Lender by the Arrangers) its Existing Term Loans automatically re-named as provide Term B-1 Loans to the Company in the amount of its Term B-1 Commitment and (ii) agrees to fund Term B-1 Loans to the Company in the amount of its Term B-1 Commitment, after which such commitment shall terminate immediately and without further action. The aggregate amount of the Term B-1 Commitments and the principal amount of the Term B-1 Loans allocated to the Cashless Option Lenders, in each case on the Amendment No. 1 Effective Date is $545,875,000.01. (b) The amendments set forth in this Section 1 constitute an “Incremental Amendment” with respect to the establishment of the Term B-1 Commitments and the Term B-1 Loans. Each Term B-1 Loan constitutes an “Incremental Term Loan” incurred in accordance with Section 2.01 2.24(a) of the Amended Credit Agreement and such Term B-1 Loans shall be in effect and outstanding under the Amended Credit Agreement. (bc) The Additional From and after the Amendment No. 1 Effective Date, the Term B-1 Lender hereby agrees to commit to provide its Additional Term B-1 Commitment as set forth on Schedule A annexed hereto, on the terms and Loans shall be subject to the conditions set forth herein and in provisions, including any provisions restricting the Amended Credit Agreement. The Additional Term B-1 Lender (i) confirms that it has received a copy rights, or regarding the obligations, of the Existing Credit Agreement and Loan Parties or any provisions regarding the other Loan Documents, together with copies rights of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it willLenders, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under of the Amended Credit Agreement and the other Loan Documents as are delegated to Documents. (d) From and after the Administrative AgentAmendment No. 1 Effective Date, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. The Additional Incremental Term B-1 Lender Lenders shall constitute “Lenders” and the Borrower agree that the Additional “Term B-1 Loans will be on the same terms as, and fungible with, the Term B-1 Loans and, after the funding thereof on the Second Amendment Effective Date and after giving effect to the Initial Required Payment, will constitute Term B-1 Loans Loan Lenders” for all purposes of, and with all the obligations, rights and remedies of the Amended Credit Agreement. The Additional Term B-1 Lender acknowledges and agrees that upon its execution of this Amendment and the making of the Additional Term B-1 Loans that the Additional Term B-1 Lender shall become a “Lender” and a “Term Loan Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, . (e) The Borrower shall use the proceeds of the Term B-1 Loans to refinance outstanding Initial Term Loans in full and shall be subject to pay the related fees and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunderexpenses.

Term B-1 Loans. (a) Each Extending Lender agreesOn the Amendment No. 3 Effective Date, on each of the Second Amendment Effective Date and on the terms and conditions set forth herein and in the Amended Credit Agreement, to have all (or such lesser amount allocated to such Existing Lender by the Arrangers) its Existing Additional Term Loans automatically re-named as B-1 Lenders will make Additional Term B-1 Loans in accordance with Section 2.01 of the Amended Credit Agreement and such Term B-1 Loans shall be in effect and outstanding under the Amended Credit Agreement. (b) The Additional Term B-1 Lender hereby agrees to commit to provide its Additional Term B-1 Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth herein and in Borrower pursuant to Section 2.01(e) of the Amended Credit Agreement. The Additional Term B-1 Loans will constitute a Term Loan for all purposes under the Amended Credit Agreement; provided that pursuant to this Amendment, each such Additional Term B-1 Loan shall constitute an “Other Term Loan” for all purposes of the Amended Credit Agreement, each such Additional Term B-1 Commitment shall constitute a commitment in respect of Term B-1 Loans for all purposes of the Amended Credit Agreement, and all provisions of the Amended Credit Agreement applicable to Term B-1 Loans and commitments in respect of Term B-1 Loans shall be applicable to such Additional Term B-1 Loans and Additional Term B-1 Commitments, respectively. (b) Each Additional Term B-1 Lender (i) confirms that it has received a copy of the Existing Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent Agents, the Amendment No. 3 Lead Arrangers, any other Term B-1 Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent Agents to take such action actions as agent agents on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. The . (c) Upon (i) the execution of a counterpart of this Amendment by each Additional Term B-1 Lender Lender, the Term Administrative Agent, Holdings, the Borrower and the Borrower agree that other Guarantors party hereto, (ii) the execution of the Term B Lender Consents by the Consenting Term B Lenders and (iii) the delivery to the Term Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Additional Term B-1 Loans will be Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Additional Term B-1 Commitment set forth on Annex A hereto, effective as of the same terms as, Amendment No. 3 Effective Date. (d) This Amendment shall constitute (i) a Refinancing Amendment and fungible with, (ii) a notice to the Term B-1 Loans andAdministrative Agent as required pursuant to Section 2.21 of the Amended Credit Agreement, after the funding thereof on the Second Amendment Effective Date and after giving effect in each case, with respect to the Initial Required Payment, will constitute Additional Term B-1 Loans for all purposes of under the Amended Credit Agreement. (e) Pursuant to Section 2.21 of the Credit Agreement and subject to the terms and conditions set forth herein, effective as of the Amendment No. The 3 Effective Date, for all purposes of the Loan Documents, (i) the Additional Term B-1 Lender acknowledges and agrees that upon its execution of this Amendment and the making of Commitments shall constitute “Term Commitments,” (ii) the Additional Term B-1 Loans that the shall constitute “Other Term Loans,” “Term B-1 Loans” and “Term Loans” and (iii) each Additional Term B-1 Lender shall become constitute an “Additional Lender,” a “Term B-1 Lender,” a “Term Lender” and a “Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all the rights and obligations of a Lender thereunderholding a Term Commitment (or, following the making of an Additional Term B-1 Loan, a Term Loan), and other related terms will have correlative meanings mutatis mutandis.

Term B-1 Loans. (a) Each Extending Lender agreeslisted on Schedule I (each a “Term B-1 Lender” and collectively, on the Second Amendment Effective Date and on “Term B-1 Lenders”) hereby commits to fund a Term B-1 Loan in Dollars in the terms and conditions principal amount set forth herein and in the Amended Credit Agreement, to have all (or such lesser amount allocated to such Existing Lender by the Arrangers) its Existing Term Loans automatically re-named as Term B-1 Loans in accordance with Section 2.01 of the Amended Credit Agreement and opposite such Term B-1 Loans shall be in effect and outstanding under the Amended Credit Agreement. (b) The Additional Term B-1 Lender hereby agrees to commit to provide its Additional Term B-1 Commitment as set forth Lender’s name on Schedule A annexed hereto, I in a single drawing on the Amendment No. 1 Effective Date (as defined below) on the terms and subject to the conditions set forth herein (such Term B-1 Lender’s Commitment, a “Term B-1 Commitment”). The Term B-1 Commitment of each Term B-1 Lender shall be automatically and permanently reduced to $0 upon the making of such Term B-1 Lender’s Term B-1 Loan on the Amendment No. 1 Effective Date. (b) Pursuant to Section 2.14(d) of the Credit Agreement and subject to the terms and conditions set forth herein, effective as of the Amendment No. 1 Effective Date (as defined below), for all purposes of the Loan Documents (i) the Term B-1 Commitments shall constitute “Term Commitments”, (ii) the Term B-1 Loans shall constitute “Incremental Term Loans” and “Term Loans” and (iii) each Term B-1 Lender shall constitute an “Additional Lender”, “Term Lender” and a “Lender” (if such Term B-1 Lenders are not already Term Lenders or Lenders prior to the effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Term Commitment (or, following the making of a Term B-1 Loan, a Term Loan), and other related terms will have correlative meanings mutatis mutandis. Upon execution and delivery of this Amendment, the Administrative Agent will record the Term B-1 Loans as being a new Class of Term Loans. (c) The Applicable Rate for the Term B-1 Loans shall be (x) 4.75%, in the case of Eurocurrency Rate Loans and (y) 3.75%, in the case of Base Rate Loans. In the event that the Eurocurrency Rate or the Base Rate as determined pursuant to the definitions set forth in the Amended Credit Agreement. The Additional Term B-1 Lender (i) confirms that it has received a copy of the Existing Credit Agreement would be less 1.00% and the other Loan Documents2.00%, together respectively, then, solely with copies of the financial statements referred respect to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. The Additional Term B-1 Lender and the Borrower agree that the Additional Term B-1 Loans will be on the same terms as, and fungible with, the Term B-1 Loans andLoans, after the funding thereof on Eurocurrency Rate and the Second Amendment Effective Date Base Rate shall be deemed to be 1.00% and after giving effect to the Initial Required Payment2.00%, will constitute Term B-1 Loans respectively, for all purposes of the Amended Credit Agreement. . (d) The Additional Borrower shall repay to the Administrative Agent for the ratable account of the Term B-1 Lender acknowledges and agrees that upon its execution of this Amendment and the making of the Additional Lenders holding Term B-1 Loans that (i) on the Additional last Business Day of each March, June, September and December, commencing with the first such date to occur after the Conversion Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B-1 Lender Loans outstanding on the Amendment No. 1 Effective Date (in each case, which payments shall become be reduced as a “Lender” under, and for all purposes of, result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 of the Amended Credit Agreement Agreement) and (ii) on the Maturity Date for the Term B-1 Loans, the aggregate principal amount of all Term B-1 Loans outstanding on such date. (e) The maturity date for the Term B-1 Loans shall be the earlier to occur of: (i) the date that is twelve months after the Closing Date and (ii) the Consummation Date; provided that, (x) to the extent the Consummation Date with respect to an Acceptable Reorganization Plan has not occurred on or prior to the date that is twelve months from the Closing Date primarily because any condition precedent set forth therein with respect to the procurement of regulatory approvals has not been satisfied (and other than any other conditions that by their nature can only be satisfied on the Consummation Date), the Maturity Date shall instead mean the date that is eighteen (18) months after the Closing Date and (y) if the Conversion Date has occurred, the Maturity Date with respect to the Term B-1 Loans shall be the date that is the seventh anniversary of the Closing Date. (f) The other terms and conditions of the Term B-1 Loans shall be identical to those applicable to the Initial Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date, and the other Loan Documents, and Term B-1 Loans shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunderfungible with such Initial Term Loans.