Common use of Third Amendment Incremental Term Loans Clause in Contracts

Third Amendment Incremental Term Loans. Subject to the satisfaction or waiver of the conditions set forth in Section 4 hereof and effective immediately after the effectiveness of Section 2 hereof, on the Third Amendment Effective Date: (a) Each Third Amendment Incremental Term Loan Lender, by its execution of a Lender Addendum, agrees to make the Third Amendment Incremental Term Loans to the Borrower on the Third Amendment Effective Date in an aggregate principal amount set forth under the heading “Third Amendment Incremental Term Loan Commitment” opposite such Third Amendment Incremental Term Loan Lender’s name in the Lender Addendum of such Third Amendment Incremental Term Loan Lender (such commitment, the “Third Amendment Incremental Term Loan Commitment”). (b) From and after the Third Amendment Effective Date, Holdings, the Borrower, the Administrative Agent and the Third Amendment Incremental Term Loan Lenders agree that, for all purposes of the Amended Credit Agreement and the other Loan Documents, (i) each Third Amendment Incremental Term Loan Lender shall be deemed to be a Term Lender and a Lender under the Amended Credit Agreement, and each Third Amendment Incremental Term Loan Lender shall be a party to the Amended Credit Agreement and shall have the rights and obligations of a Lender under the Amended Credit Agreement and (ii) the Third Amendment Incremental Term Loans, when funded, shall be made a part of the existing tranche of Initial Term Loans and shall be deemed to be an Initial Term Loan, a Term Loan and a Loan for all purposes under the Amended Credit Agreement and the other Loan Documents, including, but not limited to, the fact that the Third Amendment Incremental Term Loans shall bear interest as provided in the Amended Credit Agreement in respect of Initial Term Loans. All Third Amendment Incremental Term Loans incurred pursuant to this Amendment will be allocated ratably to each outstanding borrowing of Initial Term Loans that are Eurocurrency Rate Loans under the Credit Agreement for purposes of determining the initial interest rate thereon and Interest Period therefor. (c) Section 1.01 of the Interim Amended Credit Agreement is hereby amended by: (i) amending and restating the definition of “Initial Term Loans” as follows:

Third Amendment Incremental Term Loans. (a) Subject to the satisfaction or waiver of the terms and conditions set forth in Section 4 hereof and effective immediately after the effectiveness of Section 2 hereofherein, on the each Initial Third Amendment Effective Date: (a) Each Incremental Term Lender severally, and not jointly, agrees to make a Third Amendment Incremental Term Loan Lender, by its execution of a Lender Addendum, agrees to make the Third Amendment Incremental Term Loans to the Borrower on the Third Amendment Effective Closing Date in an aggregate Dollars in a principal amount not to exceed the amount set forth opposite such Initial Third Amendment Incremental Term Lender’s name on Schedule I hereto. Amounts paid or prepaid in respect of the Third Amendment Incremental Term Loans may not be reborrowed. (b) Immediately upon the incurrence of the Third Amendment Incremental Term Loans on the Third Amendment Closing Date, (i) the Third Amendment Incremental Term Loans shall be added as a new Class of Term Loans under the heading Credit Agreement, (ii) the Third Amendment Incremental Term Loans shall constitute a separate Class of Term Loans apart from the Initial Term Loans and (iii) the Third Amendment Incremental Term Loans shall be secured by identical collateral and guaranteed on identical terms as the existing Initial Term Loans. (c) Except as otherwise set forth herein, the terms of the Third Amendment Incremental Term Loans shall be identical to the terms of the Existing Initial Term Loans, as such terms of the Existing Initial Term Loans are amended pursuant to Section 3 of this Third Amendment. Without limiting the foregoing, upon the making of the Third Amendment Incremental Term Loans on the Third Amendment Closing Date, the Third Amendment Incremental Term Loans shall be deemed to be “Term Loans” and “Loans”, and each Lender holding a Third Amendment Incremental Term Loan Commitmentshall be deemed to be a “Term Lender” opposite such Third Amendment Incremental Term Loan and “Lender’s name ”, in the Lender Addendum of such Third Amendment Incremental Term Loan Lender (such commitment, the “Third Amendment Incremental Term Loan Commitment”). (b) From and after the Third Amendment Effective Date, Holdings, the Borrower, the Administrative Agent and the Third Amendment Incremental Term Loan Lenders agree thateach case, for all purposes of the Amended Credit Agreement and the other Loan Documents (including, without limitation, for purposes of the definitions of the terms “Adjusted LIBO Rate”, “Applicable Rate” and “Maturity Date” and Sections 2.09 and 2.10 of the Credit Agreement). (d) The funding of the Third Amendment Incremental Term Loans on the Third Amendment Closing Date shall be made in the manner contemplated by Section 2.06 of the Credit Agreement. Unless previously terminated, the Third Amendment Incremental Term Commitments shall automatically terminate on the making of the Third Amendment Incremental Term Loans on the Third Amendment Closing Date. (e) Notwithstanding anything to the contrary in Section 5.11 of the Credit Agreement, the proceeds of the Third Amendment Incremental Term Loans will be used by the Borrower, together with proceeds from the Borrowing of the Third Amendment Delayed Draw Term Loans and Cash on hand of Holdings and its Subsidiaries (i) to finance the University Acquisition (including to refinance any existing Indebtedness pursuant to Section 5(h) hereof as well as purchase price adjustments pursuant to the University Acquisition Agreement), (ii) to pay fees, expenses and other transaction costs incurred in connection with this Third Amendment and the Third Amendment Incremental Transactions and (iii) to repay or refinance Cash on hand of Holdings and its Subsidiaries that was used for the purposes described in preceding clauses (i) or (ii). (f) Upon the making of the Third Amendment Incremental Term Loans hereunder, each Initial Third Amendment Incremental Term Lender shall be entitled to all the rights of, and benefits accruing to, Term Lenders or Lenders, as applicable, under the Credit Agreement and the other Loan Documents, (i) in each Third Amendment Incremental Term Loan Lender shall be deemed to be a Term Lender and a Lender under the Amended Credit Agreementcase, and each Third Amendment Incremental Term Loan Lender shall be a party to the Amended Credit Agreement and shall have the rights and obligations of a Lender under the Amended Credit Agreement and (ii) the Third Amendment Incremental Term Loansas amended hereby, when funded, shall be made a part of the existing tranche of Initial Term Loans and shall be deemed to be an Initial bound by all agreements, acknowledgements and other obligations of the Term LoanLenders or Lenders, a Term Loan and a Loan for all purposes as applicable, under the Amended Credit Agreement and the other Loan Documents, includingin each case, but not limited to, the fact that the Third Amendment Incremental Term Loans shall bear interest as provided in the Amended Credit Agreement in respect of Initial Term Loans. All Third Amendment Incremental Term Loans incurred pursuant to this Amendment will be allocated ratably to each outstanding borrowing of Initial Term Loans that are Eurocurrency Rate Loans under the Credit Agreement for purposes of determining the initial interest rate thereon and Interest Period thereforamended hereby. (c) Section 1.01 of the Interim Amended Credit Agreement is hereby amended by: (i) amending and restating the definition of “Initial Term Loans” as follows: