Common use of Term B-2 Loans Clause in Contracts

Term B-2 Loans. (a) Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, each of the Term B-2 Lenders hereby (i) commits to provide Term B-2 Loans to the Company in the amount of its Term B-2 Commitment and (ii) agrees to fund Term B-2 Loans to the Company in the amount of its Term B-2 Commitment, after which such commitment shall terminate immediately and without further action. The aggregate amount of the Term B-2 Commitments and the principal amount of the Term B-2 Loans allocated to the Cashless Option Lenders, in each case on the Amendment No. 3 Effective Date is $544,510,312.50. (b) The amendments set forth in this Section 1 constitute a “Refinancing Amendment” with respect to the establishment of the Term B-2 Commitments and the Term B-2 Loans. Each Term B-2 Loan constitutes an “Other Term Loan” incurred in accordance with Section 2.30 of the Amended Credit Agreement. (c) From and after the Amendment No. 3 Effective Date, the Term B-2 Loans shall be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Amended Credit Agreement and the other Loan Documents. (d) From and after the Amendment No. 3 Effective Date, the Term B-2 Lenders shall constitute “Lenders” and “Term Loan Lenders” for all purposes of, and with all the obligations, rights and remedies of a “Lender” and a “Term Loan Lender” under, the Amended Credit Agreement and the other Loan Documents. (e) The Borrower shall use the proceeds of the Term B-2 Loans to refinance outstanding Term B-1 Loans in full and to pay the related fees and expenses, including fees and expenses related to Amendment No. 2.

Term B-2 Loans. (a) Subject On the Amendment No. 5 Effective Date, each of the Additional Term B-2 Lenders will make Additional Term B-2 Loans to the terms and conditions set forth herein and in Borrower pursuant to Section 2.01(g) of the Amended Credit Agreement. The Additional Term B-2 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-2 Loan shall constitute an “Other Term Loan” for all purposes of the Amended Credit Agreement, each of the such Additional Term B-2 Lenders hereby (i) commits to provide Commitment shall constitute a commitment in respect of Term B-2 Loans for all purposes of the Amended Credit Agreement, and all provisions of the Amended Credit Agreement applicable to the Company in the amount of its Term B-2 Commitment and (ii) agrees to fund Term B-2 Loans to the Company and commitments in the amount respect of its Term B-2 Commitment, after which such commitment shall terminate immediately and without further action. The aggregate amount of the Term B-2 Commitments and the principal amount of the Term B-2 Loans allocated shall be applicable to the Cashless Option Lenderssuch Additional Term B-2 Loans and Additional Term B-2 Commitments, in each case on the Amendment No. 3 Effective Date is $544,510,312.50respectively. (b) The amendments set forth in this Section 1 constitute a “Refinancing Amendment” with respect to the establishment of the Each Additional Term B-2 Commitments and the Term B-2 Loans. Each Term B-2 Loan constitutes an “Other Term Loan” incurred in accordance with Section 2.30 of the Amended Credit Agreement. Lender (ci) From and after the Amendment No. 3 Effective Date, the Term B-2 Loans shall be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, confirms that it has received a copy of the 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; (dii) From agrees that it will, independently and after without reliance upon the Administrative Agents, the Amendment No. 3 Effective Date5 Lead Arrangers, the any other Term B-2 Lenders Lender or any other Lender and based on such documents and information as it shall constitute “Lenders” 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 “Term Loan Lenders” for all purposes of, authorizes the Agents to take actions as agents on its behalf and with all the obligations, rights to exercise such powers and remedies of a “Lender” and a “Term Loan Lender” under, discretion under the Amended Credit Agreement and the other Loan DocumentsDocuments as are delegated to the 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. (c) Upon (i) the execution of a counterpart of this Amendment by each Additional Term B-2 Lender, the Term Administrative Agent, Holdings, the Borrower and the other Guarantors party hereto, (ii) the execution of the Term B-1 Lender Consents by the Consenting Term B-1 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-2 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Additional Term B-2 Commitment set forth on Annex A hereto, effective as of the Amendment No. 5 Effective Date. (d) This Amendment shall constitute (i) a Refinancing Amendment and (ii) a notice to the Term Administrative Agent as required pursuant to Section 2.21 of the Amended Credit Agreement, in each case, with respect to the Additional Term B-2 Loans for all purposes under the Amended Credit Agreement. (e) The Borrower shall use the proceeds 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. 5 Effective Date, for all purposes of the Loan Documents, (i) the Additional Term B-2 Commitments shall constitute “Term Commitments,” (ii) the Additional Term B-2 Loans to refinance outstanding shall constitute “Other Term B-1 Loans in full Loans,” “Term B-2 Loans” and to pay “Term Loans” and (iii) each Additional Term B-2 Lender shall constitute an “Additional Lender,” a “Term B-2 Lender,” a “Term Lender” and a “Lender” and shall have all the rights and obligations of a Lender holding a Term Commitment (or, following the making of an Additional Term B-2 Loan, a Term Loan), and other related fees and expenses, including fees and expenses related to Amendment No. 2terms will have correlative meanings mutatis mutandis.

Term B-2 Loans. (a) Subject to the terms and conditions set forth herein herein, (a) each Converting Term B Lender severally agrees to convert all or a portion of such Converting Term B Lender’s Existing Term B Loans, in an aggregate principal amount equal to its Converted Term B-2 Loan Commitment, into a Term B-2 Loan on the Second Amendment Effective Date and (ii) each Additional Term B-2 Lender severally agrees to make an Additional Term B-2 Loan 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 Amended Credit Agreementgenerality of the foregoing, each of the Converting Term B-2 Lenders hereby (i) commits B Lender shall have a commitment to provide acquire, by conversion, Term B-2 Loans to the Company in the amount of its Existing Term B-2 Commitment B Loans then held by such Converting Term B Lender. Each party hereto acknowledges and (ii) agrees that notwithstanding any such conversion, each such Converting Term B Lender shall be entitled to fund Term B-2 Loans receive payment on the Second Amendment Effective Date of the unpaid fees and interest accrued to the Company in the amount such date with respect to all of its Existing Term B-2 Commitment, after which B Loans that are subject to such commitment shall terminate immediately and without further action. The aggregate amount of the Term B-2 Commitments and the principal amount of the Term B-2 Loans allocated to the Cashless Option Lenders, in each case on the Amendment No. 3 Effective Date is $544,510,312.50conversion. (b) The amendments set forth in this Section 1 constitute For purposes hereof, a “Refinancing Amendment” with respect Person shall become a party to the establishment 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 Commitments and 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 Loans. Each Lender shall make its Term B-2 Loan constitutes by making available to the Administrative Agent at the Administrative Agent’s Office an “Other amount in immediately available funds equal to its Additional Term B-2 Loan Commitment and (y) the Existing 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 commitments of the Additional Term B-2 Lenders and the conversion undertakings of the Converting Term B-2 Lenders are several, and no such Term B-2 Lender will be responsible for any other Term B-2 Lender’s failure to make or acquire by conversion its Term B-2 Loan” incurred in accordance with Section 2.30 . The Term B-2 Loans may from time to time be Base Rate Loans or Eurocurrency Loans as determined by the 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. (cd) From The obligation of each Term B-2 Lender to make or acquire by conversion Term B-2 Loans on the Second Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 7 of this Second Amendment. (e) Subject to the terms and conditions set forth herein, on and after the Second Amendment No. 3 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 be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Amended Credit Agreement and the other Loan Documents. (d) From and after the Amendment No. 3 Effective Date, the Term B-2 Lenders shall constitute “LendersTerm B Loans”, “Term Loans” and “Loans” and (iii) each Term Loan Lenders” for all purposes of, and with all the obligations, rights and remedies of B-2 Lender shall become a “Term B Lender”, a “Term Lender” and a “Term Loan Lender” under(if such Term B-2 Lender is not already a Lender prior to the effectiveness of this Second Amendment) and shall have all the rights and obligations of a Lender holding a Term B Commitment (or, following the making and/or conversion of a Term B-2 Loan, a Term B Loan). Notwithstanding the foregoing, the Amended provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, taxes (and other provisions of Article III of the other Loan DocumentsCredit 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. (ef) The Borrower shall use 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 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, be repaid in an aggregate principal amount equal to such excess (such amount, the “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 refinance outstanding 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-1 B Lenders immediately prior to the Second Amendment Effective Date, all interest, fees and other amounts accrued to the Second Amendment Effective Date with respect to the Existing Term B Loans in that are converted pursuant to Section 2(a) 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 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 Administrative Agent or any Lenders on the Second Amendment Effective Date. (i) Each 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 pay consummate the related fees transactions contemplated hereby and expensesthereby and to become a Term B-2 Lender under the Amended Credit Agreement in respect of the Term B-2 Loans, including fees and expenses related (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 as a Lender thereunder and, to Amendment No. 2the 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 irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Amended Credit Agreement and each other Loan Document and to exercise such powers and perform such duties as 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. (a) Continuation and Making of Term B-2 Loans. Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, each of the Term B-2 Lenders hereby (i) commits to provide each Continuing Term B-2 Loans Lender agrees to continue all (or such lesser amount as notified to such Continuing Term B-2 Lender by the Amendment No. 3 Arrangers prior to the Company in the amount Amendment No. 3 Effective Date) of its Existing Term Loans as a Term B-2 Commitment and (ii) agrees to fund Term B-2 Loans to the Company in the amount of its Term B-2 Commitment, after which such commitment shall terminate immediately and without further action. The aggregate amount of the Term B-2 Commitments and the principal amount of the Term B-2 Loans allocated to the Cashless Option Lenders, in each case Loan on the Amendment No. 3 Effective Date is $544,510,312.50. (b) The amendments set forth in this Section 1 constitute a “Refinancing Amendment” with respect principal amount equal to the establishment of the such Continuing Term B-2 Commitments and the Lender’s Continuing Term B-2 Loans. Each Commitment (as defined below); and (ii) the Additional Term B-2 Lender agrees to make a Term B-2 Loan constitutes an “Other on the Amendment No. 3 Effective Date to the Borrowers in a principal amount equal to the Additional Term Loan” incurred in accordance with Section 2.30 B-2 Lender’s Additional Term B-2 Commitment (as defined below). For purposes hereof, the Additional Term B-2 Lender shall become a party to the Credit Agreement as the Additional Term B-2 Lender as of the Amended Credit Agreement. (c) From Amendment No. 3 Effective Date by executing and after delivering to the Agent, on or prior to the Amendment No. 3 Effective Date, the Lender Addendum (Additional Term B-2 Lender) in its capacity as the Additional Term B-2 Lender. For the avoidance of doubt, the Existing Term Loans shall of a Continuing Term B-2 Lender must be subject to continued in whole, and may not be continued in part, unless approved by the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Amended Credit Agreement Agent and the other Loan Documents. (d) From and after the Amendment No. 3 Effective Date, the Term B-2 Lenders shall constitute “Lenders” and “Term Loan Lenders” for all purposes of, and with all the obligations, rights and remedies of a “Lender” and a “Term Loan Lender” under, the Amended Credit Agreement and the other Loan DocumentsArrangers. (e) The Borrower shall use the proceeds of the Term B-2 Loans to refinance outstanding Term B-1 Loans in full and to pay the related fees and expenses, including fees and expenses related to Amendment No. 2.

Term B-2 Loans. (a) 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 set forth herein herein, effective as of the Amendment No. 2 Incremental Facility Effective Date, for all purposes of the Loan Documents (i) the Term B-2 Commitments shall constitute “Term Commitments”, (ii) the Term B-2 Loans shall constitute “Incremental Term Loans” and “Term Loans” and (iii) each Term B-2 Lender shall constitute an “Additional Lender”, “Term Lender” and a “Lender” (if such Term B-2 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-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 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-2 Loans outstanding on the Amendment No. 2 Incremental Facility Effective Date (in each case, which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 of the Amended Credit Agreement) and (ii) on the Maturity Date for the Term B-2 Loans, the aggregate principal amount of all Term B-2 Loans outstanding on such date. (d) The other terms and conditions of the Term B-2 Loans, as set forth in the Amended Credit Agreement, each of the Term B-2 Lenders hereby (i) commits including pricing and maturity shall be identical to provide Term B-2 Loans those applicable to the Company in the amount of its Initial Term B-2 Commitment and (ii) agrees Loans outstanding immediately prior to fund Term B-2 Loans to the Company in the amount of its Term B-2 Commitment, after which such commitment shall terminate immediately and without further action. The aggregate amount of the Term B-2 Commitments and the principal amount of the Term B-2 Loans allocated to the Cashless Option Lenders, in each case on the Amendment No. 3 Effective Date is $544,510,312.50. (b) The amendments set forth in this Section 1 constitute a “Refinancing Amendment” with respect to the establishment of the Term B-2 Commitments and the Term B-2 Loans. Each Term B-2 Loan constitutes an “Other Term Loan” incurred in accordance with Section 2.30 of the Amended Credit Agreement. (c) From and after the Amendment No. 3 Effective Date, the Term B-2 Loans shall be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Amended Credit Agreement and the other Loan Documents. (d) From and after the Amendment No. 3 Effective Date, the Term B-2 Lenders shall constitute “Lenders” and “Term Loan Lenders” for all purposes of, and with all the obligations, rights and remedies of a “Lender” and a “Term Loan Lender” under, the Amended Credit Agreement and the other Loan Documents. (e) The Borrower shall use the proceeds of the Term B-2 Loans to refinance outstanding Term B-1 Loans in full and to pay the related fees and expenses, including fees and expenses related to Amendment No. 2.

Term B-2 Loans. (ai) Subject to the terms and conditions set forth herein hereof and in of the Amended Credit AgreementSecond Amendment, each Term B-1 Lender severally agrees to exchange its Exchanged Term B-1 Loans for a like principal amount of the Term B-2 Lenders hereby (i) commits to provide Term B-2 Loans on the Second Amendment Effective Date. (ii) Subject to the Company 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 of 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 (iisolely for this purpose) agrees to fund 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 Company in Second Amendment, except as modified by the amount of its Term B-2 Commitment, after which such commitment shall terminate immediately and without further action. The aggregate amount of the Term B-2 Commitments and the principal amount of Second Amendment; it being understood that the Term B-2 Loans allocated to (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under the Cashless Option Lenders, in each case on the Amendment No. 3 Effective Date is $544,510,312.50. (b) The amendments set forth in this Section 1 constitute a “Refinancing Amendment” with respect to the establishment of the Term B-2 Commitments and the Term B-2 Loans. Each Term B-2 Loan constitutes an “Other Term Loan” incurred in accordance with Section 2.30 of the Amended Credit Agreement. (c) From and after the Amendment No. 3 Effective Date, the Term B-2 Loans shall be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Amended Credit Agreement and the other Loan Documents. (d) From Documents and after shall have the Amendment No. 3 Effective Date, the Term B-2 Lenders shall constitute “Lenders” and “Term Loan Lenders” for all purposes of, and with all the obligations, same rights and remedies of a “Lender” and a “Term Loan Lender” under, obligations under the Amended Credit Agreement and the other Loan DocumentsDocuments as the Term B-1 Loans prior to the Second Amendment Effective Date. (ei) The Borrower shall use the proceeds Section 2.05(c)(ii) of the Term B-2 Loans Credit Agreement is hereby amended in its entirety to refinance outstanding Term B-1 Loans in full and to pay the related fees and expenses, including fees and expenses related to Amendment No. 2.read as follows:

Term B-2 Loans. (a) Subject to the terms and conditions set forth herein and in Amendment Xx. 0, (x) xxx Xxxxxxxxxx Xxxx X-0 Lender agrees to make a Term B-2 Loan to the Amended Credit AgreementBorrower on the 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 Term B-2 Lenders hereby (iFirst Amendment) commits converted to provide 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 the Company in the amount have all of its outstanding Existing Term B-2 Commitment B Loans prepaid and (ii) agrees to fund will purchase by assignment from the Additional Term Lender Term B-2 Loans in a principal amount equal to the Company in the amount of its Term B-2 Commitment, after which such commitment shall terminate immediately and without further action. The aggregate amount of the Term B-2 Commitments and the principal amount of such Existing Term B Loans (or such lesser amount as allocated to such Non-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 Lender prior to the date of the First Amendment). Amounts borrowed under this Section 2.01(a)(iii) and repaid or prepaid may not be reborrowed. Term B-2 Loans allocated to the Cashless Option Lendersmay be Base Rate Loans or Eurocurrency Rate Loans, in each case on the Amendment No. 3 Effective Date is $544,510,312.50as further provided herein. (b) The amendments set forth in this Section 1 constitute a “Refinancing Amendment” with respect to the establishment of the Term B-2 Commitments and the Term B-2 Loans. Each Term B-2 Loan constitutes an “Other Term Loan” incurred in accordance with Section 2.30 of the Amended Credit Agreement. (c) From and after the Amendment No. 3 Effective Date, the Term B-2 Loans shall be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Amended Credit Agreement and the other Loan Documents. (d) From and after the Amendment No. 3 Effective Date, the Term B-2 Lenders shall constitute “Lenders” and “Term Loan Lenders” for all purposes of, and with all the obligations, rights and remedies of a “Lender” and a “Term Loan Lender” under, the Amended Credit Agreement and the other Loan Documents. (e) The Borrower shall use the proceeds of the Term B-2 Loans to refinance outstanding Term B-1 Loans in full and to pay the related fees and expenses, including fees and expenses related to Amendment No. 2.