Common use of Term B-2 Loans Clause in Contracts

Term B-2 Loans. (i) Subject to the terms and conditions hereof and of the Second Amendment, each Term B-1 Lender severally agrees to exchange its Exchanged Term B-1 Loans for a like principal amount of Term B-2 Loans on the Second Amendment Effective Date. (ii) Subject to the terms and conditions hereof and of the Second Amendment, each Additional Term B-2 Lender severally agrees to make an Additional Term B-2 Loan to the Borrower on the Second Amendment Effective Date in the principal amount equal to its Additional Term B-2 Commitment on the Second Amendment Effective Date. The Borrower shall prepay the Non-Exchanged Term B-1 Loans with a like amount of the gross proceeds of the Additional Term B-2 Loans, concurrently with the receipt thereof. (iii) The Borrower shall pay to the Term B-1 Lenders immediately prior to the effectiveness of the Second Amendment all accrued and unpaid interest on the Exchanged Term B-1 Loans to, but not including, the Second Amendment Effective Date on such Second Amendment Effective Date and the Borrower shall thereafter pay breakage thereon to the extent required in accordance with Section 3.05 as though (solely for this purpose) each Exchanged Term B-1 Loan had been prepaid on such date. All Term B-2 Loans will have an initial Interest Period beginning on the Second Amendment Effective Date. (iv) Amounts borrowed under this Section 2.01(c) and repaid or prepaid may not be reborrowed. Term B-2 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (v) The Term B-2 Loans shall have the same terms as the Term B-1 Loans as set forth in the Credit Agreement and Loan Documents before giving effect to the Second Amendment, except as modified by the Second Amendment; it being understood that the Term B-2 Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under the Credit Agreement and the other Loan Documents and shall have the same rights and obligations under the Credit Agreement and the other Loan Documents as the Term B-1 Loans prior to the Second Amendment Effective Date. (i) Section 2.05(c)(ii) of the Credit Agreement is hereby amended in its entirety to read as follows:

Term B-2 Loans. (ia) Subject to the terms and conditions hereof and of the Second Amendmentset forth herein, (a) each Converting Term B-1 B Lender severally agrees to exchange its Exchanged convert all or a portion of such Converting Term B-1 Loans for a like B Lender’s Existing Term B Loans, in an aggregate principal amount of equal to its Converted Term B-2 Loans Loan Commitment, into a Term B-2 Loan on the Second Amendment Effective Date. Date and (ii) Subject to the terms and conditions hereof and of the Second Amendment, each Additional Term B-2 Lender severally agrees to make an Additional Term B-2 Loan to the Borrower on the Second Amendment Effective Date to the Company in an aggregate principal amount equal to such Additional Term B-2 Lender’s Additional Term B-2 Loan Commitment. Without limiting the generality of the foregoing, each Converting Term B Lender shall have a commitment to acquire, by conversion, Term B-2 Loans in the principal amount of its Existing Term B Loans then held by such Converting Term B Lender. Each party hereto acknowledges and agrees that notwithstanding any such conversion, each such Converting Term B Lender shall be entitled to receive payment on the Second Amendment Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term B Loans that are subject to such conversion. (b) For purposes hereof, a Person shall become a party to the Amended Credit Agreement and a Term B-2 Lender as of the Second Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the Second Amendment Effective Date, a Lender Addendum in its capacity as an Additional Term B-2 Lender. (c) Not later than 1:00 p.m., New York City time, on the Second Amendment Effective Date, (x) each Additional Term B-2 Lender shall make its Term B-2 Loan by making available to the Administrative Agent at the Administrative Agent’s Office an amount in immediately available funds equal to its Additional Term B-2 Loan Commitment on and (y) the Second Amendment Effective DateExisting Term B Loans of each Converting Term B Lender, in an amount equal to such Lender’s Converted Term B-2 Loan Commitment, shall be converted into, and continue as, Term B-2 Loans of the same principal amount (it being understood that such conversion may be implemented pursuant to procedures specified by the Lead Left Arranger, including by a deemed conversion thereof or by repayment of the Existing Term B Loans of Converting Term B Lenders followed by a subsequent assignment to it of Term B-2 Loans in the same amount). The Borrower shall prepay the Non-Exchanged Term B-1 Loans with a like amount of the gross proceeds commitments of the Additional Term B-2 Loans, concurrently with Lenders and the receipt thereof. (iii) The Borrower shall pay to the Term B-1 Lenders immediately prior to the effectiveness conversion undertakings of the Second Amendment all accrued Converting Term B-2 Lenders are several, and unpaid interest on the Exchanged no such Term B-1 Loans to, but not including, the Second Amendment Effective Date on such Second Amendment Effective Date and the Borrower shall thereafter pay breakage thereon B-2 Lender will be responsible for any other Term B-2 Lender’s failure to the extent required in accordance with Section 3.05 as though (solely for this purpose) each Exchanged make or acquire by conversion its Term B-1 Loan had been prepaid on such dateB-2 Loan. All The Term B-2 Loans will have an initial Interest Period beginning on may from time to time be Base Rate Loans or Eurocurrency Loans as determined by the Second Amendment Effective Date. (iv) Amounts borrowed under this Section 2.01(c) Company and notified to the Administrative Agent pursuant to the terms of the Amended Credit Agreement. Term B-2 Loans which are repaid or prepaid may not be reborrowed. . (d) The obligation of each Term B-2 Lender to make or acquire by conversion Term B-2 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided hereinon the Second Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 7 of this Second Amendment. (ve) The Subject to the terms and conditions set forth herein, on and after the Second Amendment Effective Date, unless the context otherwise clearly requires, for all purposes of the Loan Documents, (i) the Term B-2 Loan Commitments shall constitute “Term B Commitments”, “Term Commitments” and “Commitments”, (ii) the Term B-2 Loans shall constitute “Term B Loans”, “Term Loans” and “Loans” and (iii) each Term B-2 Lender shall become a “Term B Lender”, a “Term Lender” and a “Lender” (if such Term B-2 Lender is not already a Lender prior to the effectiveness of this Second Amendment) and shall have all the same terms as rights and obligations of a Lender holding a Term B Commitment (or, following the making and/or conversion of a Term B-1 Loans as set forth in B-2 Loan, a Term B Loan). Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, taxes (and other provisions of Article III of the Credit Agreement), increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term B Lender in respect of such Lender’s Existing Term Loans. (f) The Existing Term B Lenders party hereto hereby agree to waive the notice requirements of Section 2.05 of the Credit Agreement in connection with the prepayment or replacement of Existing Term B Loans contemplated hereby. (g) In the event that the aggregate amount of Term B-2 Loan Documents before giving effect Commitments exceeds the aggregate principal amount of Existing Term B Loans subject to conversion hereunder, the Existing Term B Loans not converted hereunder shall, immediately upon the effectiveness of this Second Amendment, except as modified by be repaid in an aggregate principal amount equal to such excess (such amount, the Second Amendment; it being understood that “Excess Amount”) (together with any unpaid fees and interest accrued thereon (including funding losses payable to any Existing Term B Lenders pursuant to Section 3.05 of the Credit Agreement)) with the proceeds of the Term B-2 Loans (and other funds available to the Company. The Company shall, on the Second Amendment Effective Date, pay to the Administrative Agent, for the accounts of the Persons that are Existing Term B Lenders immediately prior to the Second Amendment Effective Date, all principalinterest, interest fees and other amounts in accrued to the Second Amendment Effective Date with respect thereofto the Existing Term B Loans that are converted pursuant to Section 2(a) will constitute “Obligations” under of this Amendment. (h) Each Term B-2 Lender, by delivering a Conversion Election Form or Lender Addendum, as applicable, to this Amendment and funding or converting its Existing Term B Loans into, Term B-2 Loans on the Credit Agreement Second Amendment Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the other Loan Documents and shall have the same rights and obligations under the Credit Agreement and the other Loan Documents as the Term B-1 Loans prior to Administrative Agent or any Lenders on the Second Amendment Effective Date. (i) Section 2.05(c)(iiEach Term B-2 Lender (a) represents and warrants to the Administrative Agent that (i)(A) it has full power and authority, and has taken all action necessary, to execute and deliver this Second Amendment and to consummate the transactions contemplated hereby and thereby and to become a Term B-2 Lender under the Amended Credit Agreement in respect of the Term B-2 Loans, and (B) neither its execution and delivery of this Second Amendment nor the consummation of the transactions contemplated hereby or thereby conflict with such Term B-2 Lender’s organizational documents or material contracts or with any applicable law, (ii) from and after the Second Amendment Effective Date, it shall be bound by the provisions of the Amended Credit Agreement is as a Lender thereunder and, to the extent of its Term B-2 Loans, shall have the obligations of a Lender thereunder and (iii) it has received a copy of this Second Amendment, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into its Term B-2 Commitment and to accept its Term B-2 Loans, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender thereunder, and (iii) it hereby amended in irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its entirety behalf under the provisions of the Amended Credit Agreement and each other Loan Document and to read exercise such powers and perform such duties as follows:are expressly delegated to it by the terms of the Amended Credit Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto.

Term B-2 Loans. (i) Subject to the terms and conditions hereof set forth herein and of the Second Amendmentin Amendment Xx. 0, each Term B-1 (x) xxx Xxxxxxxxxx Xxxx X-0 Lender severally agrees to exchange its Exchanged Term B-1 Loans for a like principal amount of Term B-2 Loans on the Second Amendment Effective Date. (ii) Subject to the terms and conditions hereof and of the Second Amendment, each Additional Term B-2 Lender severally agrees to make an Additional a Term B-2 Loan to the Borrower on the Second First Amendment Effective Date in Dollars in a principal amount not to exceed its Additional Term B-2 Loan Commitment, (ii) each Converting Consenting Term B Lender agrees to have all of its outstanding Term B Loans (or such lesser amount as allocated to such Converting Consenting Term B Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion, and notified to such Converting Consenting Term A Lender prior to the date of the First Amendment) converted to an equivalent principal amount of Term B-2 Loans effective as of the First Amendment Effective Date and (iii) each Non-Converting Consenting Term B Lender agrees to have all of its outstanding Existing Term B Loans prepaid and will purchase by assignment from the Additional Term Lender Term B-2 Loans in a principal amount equal to its Additional the principal amount of such Existing Term B-2 Commitment on the Second Amendment Effective Date. The Borrower shall prepay the B Loans (or such lesser amount as allocated to such Non-Exchanged Converting Consenting Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion, and notified to such Converting Consenting Term B-1 Loans with a like amount of the gross proceeds of the Additional Term B-2 Loans, concurrently with the receipt thereof. (iii) The Borrower shall pay to the Term B-1 Lenders immediately B Lender prior to the effectiveness date of the Second Amendment all accrued and unpaid interest on the Exchanged Term B-1 Loans to, but not including, the Second Amendment Effective Date on such Second Amendment Effective Date and the Borrower shall thereafter pay breakage thereon to the extent required in accordance with Section 3.05 as though (solely for this purpose) each Exchanged Term B-1 Loan had been prepaid on such dateFirst Amendment). All Term B-2 Loans will have an initial Interest Period beginning on the Second Amendment Effective Date. (iv) Amounts borrowed under this Section 2.01(c2.01(a)(iii) and repaid or prepaid may not be reborrowed. Term B-2 Loans may be Base Rate Loans or Eurodollar Eurocurrency Rate Loans, as further provided herein. (v) The Term B-2 Loans shall have the same terms as the Term B-1 Loans as set forth in the Credit Agreement and Loan Documents before giving effect to the Second Amendment, except as modified by the Second Amendment; it being understood that the Term B-2 Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under the Credit Agreement and the other Loan Documents and shall have the same rights and obligations under the Credit Agreement and the other Loan Documents as the Term B-1 Loans prior to the Second Amendment Effective Date. (i) Section 2.05(c)(ii) of the Credit Agreement is hereby amended in its entirety to read as follows:

Term B-2 Loans. (ia) Subject Each Lender listed on Schedule I (each a “Term B-2 Lender” and collectively, the “Term B-2 Lenders”) hereby commits to fund a Term B-2 Loan in Dollars in the principal amount set forth opposite such Term B-2 Lender’s name on Schedule I in a single drawing on the Amendment No. 2 Incremental Facility Effective Date on the terms and subject to the conditions set forth herein (such Term B-2 Lender’s Commitment, a “Term B-2 Commitment”). The Term B-2 Commitment of each Term B-2 Lender shall be automatically and permanently reduced to $0 upon the making of such Term B-2 Lender’s Term B-2 Loan on the Amendment No. 2 Incremental Facility Effective Date. (b) Pursuant to Section 2.14(d) of the Credit Agreement and subject to the terms and conditions hereof and set forth herein, effective as of the Second AmendmentAmendment No. 2 Incremental Facility Effective Date, each for all purposes of the Loan Documents (i) the Term B-1 Lender severally agrees to exchange its Exchanged B-2 Commitments shall constitute “Term B-1 Loans for a like principal amount of Commitments”, (ii) the Term B-2 Loans on the Second Amendment Effective Date. shall constitute “Incremental Term Loans” and “Term Loans” and (iiiii) Subject to the terms and conditions hereof and of the Second Amendment, each Additional Term B-2 Lender severally agrees to make shall constitute an “Additional Lender”, “Term Lender” and a “Lender” (if such Term B-2 Loan to the Borrower on the Second Amendment Effective Date in the principal amount equal to its Additional Lenders are not already Term B-2 Commitment on the Second Amendment Effective Date. The Borrower shall prepay the Non-Exchanged Term B-1 Loans with a like amount of the gross proceeds of the Additional Term B-2 Loans, concurrently with the receipt thereof. (iii) The Borrower shall pay to the Term B-1 Lenders immediately or Lenders prior to the effectiveness of this Amendment) and shall have all the Second Amendment all accrued rights and unpaid interest obligations of a Lender holding a Term Commitment (or, following the making of a Term B-2 Loan, a Term Loan), and other related terms will have correlative meanings mutatis mutandis, in each case with the same force and effect as if originally named therein. (c) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-2 Lenders holding Term B-2 Loans (i) on the Exchanged 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 B-2 Loans to, but not including, outstanding on the Second Amendment No. 2 Incremental Facility Effective Date on such Second Amendment Effective Date and (in each case, which payments shall be reduced as a result of the Borrower shall thereafter pay breakage thereon to the extent required application of prepayments in accordance with the order of priority set forth in Section 3.05 as though 2.05 of the Amended Credit Agreement) and (solely ii) on the Maturity Date for this purpose) each Exchanged the Term B-1 Loan had been prepaid B-2 Loans, the aggregate principal amount of all Term B-2 Loans outstanding on such date. All Term B-2 Loans will have an initial Interest Period beginning on the Second Amendment Effective Date. (ivd) Amounts borrowed under this Section 2.01(c) The other terms and repaid or prepaid may not be reborrowed. conditions of the Term B-2 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (v) The Term B-2 Loans shall have the same terms as the Term B-1 Loans as set forth in the Amended Credit Agreement Agreement, including pricing and Loan Documents before giving effect maturity shall be identical to those applicable to the Second Amendment, except as modified by the Second Amendment; it being understood that the Initial Term B-2 Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under the Credit Agreement and the other Loan Documents and shall have the same rights and obligations under the Credit Agreement and the other Loan Documents as the Term B-1 Loans outstanding immediately prior to the Second Amendment Effective Date. (i) Section 2.05(c)(ii) of the Credit Agreement is hereby amended in its entirety to read as follows:No. 2