Common use of Existing Loans Clause in Contracts

Existing Loans. Company acknowledges and confirms that each Existing Lender holds Existing Loans in the respective principal amounts outstanding as of the Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or prior to the Effective Date) defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Loans and (2) reaffirms its obligation to pay such Loans in accordance with the terms and conditions of this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that (x) the Existing Tranche A Term Loans, (y) the Existing Tranche B Term Loans and (z) the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Loans to which such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, as of the Effective Date, be converted to, maintained as, and owed by Company under or in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

Existing Loans. Company acknowledges and confirms (a) Notwithstanding anything to the contrary herein or any Credit Document, all Tranche B-4 Term Loans that each Existing Lender holds Existing are LIBOR Loans (as defined in the respective principal amounts Existing Credit Agreement) that are outstanding as of the Amendment No. 7 Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, immediately prior to giving effect to the extent arising on or amendments effected pursuant to Section 1 of this Amendment) (collectively, the “Existing LIBOR Loans”) shall continue to bear interest at the applicable LIBOR Rate plus the Applicable Margin (each as defined in the Existing Credit Agreement) applicable to such Existing LIBOR Loans as of immediately prior to giving effect to the amendments effected pursuant to Section 1 of this Amendment, until the expiration of the current Interest Period applicable to such Existing LIBOR Loans. Any such Existing LIBOR Loans shall continue to be governed by the relevant provisions of the Existing Credit Agreement (as in effect immediately prior to the Effective Dateeffectiveness of this Amendment) defense, set off, claim or counterclaim against any Agent or Lender applicable to LIBOR Loans denominated in regard Dollars (including with respect to its Obligations in respect the continuation thereof as LIBOR Loans) until the earlier of (x) the repayment of such Existing Loans and (2) reaffirms its obligation to pay such LIBOR Loans in accordance with the terms of the Amended Credit Agreement (if applicable) and conditions of this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that (x) the Existing Tranche A Term Loans, (y) the conversion of such Loans pursuant to the Specified Conversion (as defined below). (b) In accordance with Section 2.6 of the Amended Credit Agreement, the Borrowers shall deliver to the Administrative Agent a Notice of Conversion or Continuation prior to the end of the first Interest Period ending after June 30, 2023 applicable to any outstanding Existing Tranche B Term LIBOR Loans and (z) requesting a conversion of such Existing LIBOR Loans to either SOFR Loans or ABR Loans; provided that if the Borrowers fail to give a timely Notice of Conversion or Continuation requesting such conversion, then the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest accrued to the Effective Date (which LIBOR Loans shall be payable on the next automatically converted in full to SOFR Loans with a one-month Interest Payment Date with respect to the Loans to which such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, Period effective as of the Effective Dateexpiration date of such Interest Period (the conversion pursuant to this clause (b), be converted tothe “Specified Conversion”). (c) For the avoidance of doubt, maintained as(i) no borrowing or continuation of Tranche B-4 Term Loans as SOFR Loans or as any Loan based on Term SOFR, and owed by Company under or in respect no conversion of Tranche A Term Loans, Tranche B B-4 Term Loans to SOFR Loans or to any Loan based on Term SOFR, shall be permitted prior to July 1, 2023 and Revolving Loans(ii) no borrowing or continuation of LIBOR Loans (as defined under the Existing Credit Agreement) or any Loan based on the LIBOR Rate (as defined under the Existing Credit Agreement), respectivelyand no conversion of Loans to LIBOR Loans (as defined under the Existing Credit Agreement) or any Loan based on the LIBOR Rate (as defined under the Existing Credit Agreement), hereunder. Amounts repaid shall be permitted on or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Dateafter July 1, 2023.

Existing Loans. Company acknowledges and confirms that each Existing Lender holds Existing Loans Prior to the Restatement Date, certain loans as described in the respective principal amounts preamble were previously made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date date of this Credit Agreement (such outstanding loans being hereinafter referred to as the "Existing Loans"). Subject to the terms and conditions set forth opposite its name in this Credit Agreement, the Borrowers and each of the Lenders agree that on Schedule 2.1 annexed hereto. Company hereby representsthe Restatement Date, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, but subject to the extent arising on satisfaction or prior waiver of the conditions precedent set forth in §11 and the reallocation and other transactions described in this §1.3: (i) all outstanding "Revolving Credit Loans" (as such term is defined in the Existing Credit Agreement) shall be deemed to be Revolving Credit Loans outstanding hereunder, and all outstanding "Delayed Draw Term Loans" (as such term is defined in the Effective DateExisting Credit Agreement) defenseand "Initial Term Loans" (as such term is defined in the Existing Credit Agreement) shall be deemed to be Initial Term Loans outstanding hereunder, set off, claim or counterclaim against any Agent or Lender (ii) the "Revolving Credit Commitments" (as defined in regard to its Obligations the Existing Credit Agreement) and "Revolving Credit Loans" (as defined in respect the Existing Credit Agreement) of such each of the existing "Lenders" (as defined in the Existing Credit Agreement) and the outstanding amount of all Existing Loans and shall be reallocated among the Revolving Credit Lenders in accordance with their respective Commitment Percentages (2) reaffirms its obligation to pay such Loans determined in accordance with the terms aggregate amount of their respective Revolving Credit Commitments as set forth opposite such Revolving Credit Lender's name on Schedule 1.2 attached hereto), and conditions in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each existing "Lender" (as defined in the Existing Credit Agreement) to each Revolving Credit Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of this Agreement any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived), (iii) the "Delayed Draw Term Loans" (as defined in the Existing Credit Agreement) and the other Loan Documents. Based on the foregoing, "Initial Term Loans" (A) Company and each Lender agree that (x) as defined in the Existing Tranche A Term Loans, Credit Agreement) of each of the existing "Lenders" (y) as defined in the Existing Tranche B Credit Agreement) shall be reallocated among the Initial Term Loans Loan Lenders in accordance with their respective Commitment Percentages (determined in accordance with the aggregate amount of their respective Initial Term Loan Commitments as set forth opposite such Initial Term Loan Lender's name on Schedule 1.2 attached hereto), and in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each existing "Lender" (as defined in the Existing Credit Agreement) to each Initial Term Loan Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived) and (ziv) each assignee Lender shall make full cash settlement with each corresponding assignor Lender, through the Existing Revolving LoansAdministrative Agent, and as the Administrative Agent may direct (after giving effect to any amounts owed (whether or not presently due and payable, and including all interest accrued to netting effected by the Effective Date (which shall be payable on the next Interest Payment Date Administrative Agent) with respect to the Loans to which all such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, as of the Effective Date, be converted to, maintained as, assignments and owed by Company under or in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Datereallocations.

Existing Loans. Company The Borrower acknowledges and confirms that each Existing Lender holds held Existing Loans in the respective principal amounts set forth in the Global Assignment Agreement outstanding as of immediately before the Effective Date Date. After giving effect to the Global Assignment Agreement, each Lender has Revolving Credit Loans and Term Loans in the respective principal amounts set forth opposite its name on Schedule SCHEDULE 2.1 annexed hereto. Company Borrower hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or prior to the Effective Date) is not aware of any defense, set off, claim or counterclaim against any the Administrative Agent or any Lender in regard to its Obligations in respect of such Existing Loans and (2) reaffirms its obligation to pay such Existing Loans in accordance with the terms and conditions of this Agreement and the other Loan Financing Documents. Based on the foregoing, (A) Company Borrower and each Lender agree that (x) that, other than any Existing Loans to be repaid from the Existing Tranche A Term LoansNet Cash Proceeds to be received and applied in accordance with subsection 4.2(f), (y) the Existing Tranche B Term Loans and (z) the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest and fees accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Existing Loans to which such interest relates)) by Company Borrower to Existing Lenders thereunder or in respect thereofof the Existing Loans, shall, as of the Effective Date, be converted tocontinued as, maintained as, and owed by Company under or Borrower in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Existing Revolving Credit Loans may not be reborrowedrepaid and reborrowed pursuant to Section 2.1(b) below to but excluding the Revolving Credit Commitment Termination Date. Amounts repaid or prepaid in respect of the foregoing Revolving Term Loans may not be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Datereborrowed.

Existing Loans. Company acknowledges a) In accordance with Section 2.10(c) of the Credit Agreement, the Administrative Agent hereby provide notice that (i) U.S. dollar-denominated syndicated loans being executed or amended at the time of this Amendment are being executed or amended to incorporate or adopt new benchmark interest rates to replace LIBO Screen Rate and confirms that each Existing Lender holds Existing Loans (ii) this Amendment was posted to the Lenders on the Platform on December 15, 2022, which date shall constitute the Notice Date. US-DOCS\137892217.5 b) On the Second Amendment Effective Date, the parties hereto acknowledge and agree any request for a new LIBOR Loan, or to continue an existing LIBOR Loan, shall be deemed to be a request for a new Loan bearing interest at (i) in the respective principal amounts case of Loans denominated in Dollars, the Adjusted Term SOFR, (ii) in the case of Loans denominated in Euros, the Adjusted Eurodollar Rate and (iii) in the case of Loans denominated in any Alternative Currency (other than Euros), the Daily Simple RFR. Notwithstanding anything to the contrary herein, all LIBOR Loans (as defined in the Credit Agreement) outstanding under the Credit Agreement as of the Effective Date set forth opposite its name on Schedule 2.1 annexed heretodate hereof (collectively, the “Existing LIBOR Loans”) may, in the Borrower’s sole discretion, continue to bear interest at the LIBOR Rate and remain outstanding under the Amended Credit Agreement as LIBOR Loans until the expiration of the current Interest Period applicable to such Existing LIBOR Loans (the “Existing Expiration Date”). Company hereby represents, warrants, agrees, covenants and Any such Existing LIBOR Loans shall continue to be governed by the relevant provisions of the Credit Agreement (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or as in effect immediately prior to the Effective Date) defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Loans and (2) reaffirms its obligation to pay such Loans in accordance with the terms and conditions effectiveness of this Agreement and Amendment) applicable to LIBOR Loans until the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that earlier of (x) the Existing Tranche A Term repayment of such Loans, (y) the Existing Tranche B conversion of such Loans into Term SOFR Loans, Eurodollar Loans, RFR Loans and or ABR Loans pursuant to Section 2.6(a) of the Credit Agreement, or (z) the conversion of such Loans pursuant to the Specified Conversion (as defined below). c) In accordance with Section 2.6(a) of the Credit Agreement, the Borrower shall, no later than 12:00 p.m. (New York City time) (i) in the case of Loans denominated in Dollars, on the third Business Day preceding the Existing Revolving Expiration Date and (ii) in the case of Loans denominated in an Alternative Currency, on the fourth Business Day preceding the Existing Expiration Date, elect to convert in full the Existing Eurocurrency Loans to (i) in the case of Loans denominated in Dollars, either Term SOFR Loans or ABR Loans and (ii) in the case of Loans denominated in Euros, Eurodollar Rate Loans; provided that if the Borrower fails to give a timely notice requesting such conversion, then the Existing LIBOR Loans shall be automatically converted (i) in the case of Existing LIBOR Loans denominated in Dollars, in full to Term SOFR Loans with a one-month Interest Period effective as of the Existing Expiration Date, (ii) Existing LIBOR Loans denominated in Euros, in full to Eurodollar Rate Loans with a one-month Interest Period effective as of the Existing Expiration Date (the “Specified Conversion”) and (iii) Existing LIBOR Loans denominated in any Alternative Currency (other than Euros), in full to RFR Loans. d) For the avoidance of doubt, no borrowing or continuation of LIBOR Loans, and any amounts owed (whether or not presently due and payableno conversion of Loans to LIBOR Loans, and including all interest accrued to the Effective Date (which shall be payable on permitted from and after the next Interest Payment Date with respect to the Loans to which such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, as of the Second Amendment Effective Date, be converted to, maintained as, and owed by Company under or in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

Existing Loans. Company acknowledges and confirms that each Existing Lender holds Existing Tranche A Term Loans in the their respective principal amounts outstanding as of the Effective Date set forth opposite its name on Schedule 2.1 annexed heretoamounts. Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or prior to the Effective Date) is not aware of any defense, set off, claim or counterclaim against any Agent or Existing Lender in regard to its Obligations in respect of such Existing Tranche A Term Loans and (2) reaffirms its obligation to pay repay such Tranche A Term Loans in accordance with the terms and conditions of this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that (x) the Existing Tranche A Term Loans, (y) the Existing Tranche B Term Loans and (z) the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest and fees accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Tranche A Term Loans to which such interest relates)) by Company to Existing Lenders thereunder or in respect thereofof the Tranche A Term Loans, shall, as of the Effective Date, be converted to, maintained as, and owed by Company under or in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans outstanding and Tranche B Term Loans confirmed under this subsection 2.1A(i) and subsequently repaid or prepaid may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

Existing Loans. Company acknowledges and confirms that each Existing Lender holds Existing (a) Notwithstanding anything to the contrary herein or any Loan Document, all Eurocurrency Rate Loans (as defined in the respective principal amounts Existing Credit Agreement) denominated in Dollars that are outstanding as of the Amendment No. 2 Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, immediately prior to giving effect to the extent arising on or amendments effected pursuant to Section 3 of this Amendment) (collectively, the “Existing USD Eurocurrency Rate Loans”) shall continue to bear interest at the applicable Eurocurrency Rate (as defined in the Existing Credit Agreement) applicable to such Existing USD Eurocurrency Rate Loans as of immediately prior to giving effect to the amendments effected pursuant to Section 3 of this Amendment, until the expiration of the current Interest Period applicable to such Existing USD Eurocurrency Rate Loans. Any such Existing USD Eurocurrency Rate Loans shall continue to be governed by the relevant provisions of the Existing Credit Agreement (as in effect immediately prior to the Effective Dateeffectiveness of this Amendment) defense, set off, claim or counterclaim against any Agent or Lender applicable to Eurocurrency Rate Loans denominated in regard to its Obligations in respect Dollars until the earlier of such Existing Loans and (2x) reaffirms its obligation to pay the repayment of such Loans in accordance with the terms and conditions of this the Amended Credit Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that (x) the Existing Tranche A Term Loans, (y) the conversion of such Loans pursuant to the Specified Conversion (as defined below). (b) In accordance with Section 2.08 of the Amended Credit Agreement, the Borrower shall deliver to the Administrative Agent an Interest Election Request prior to the end of the current Interest Period applicable to any outstanding Existing Tranche B Term USD Eurocurrency Rate Loans and (z) requesting a conversion of such Existing Eurocurrency Rate Loans to either SOFR Loans or ABR Loans; provided that if the Borrower fails to give a timely Interest Election Request requesting such conversion, then the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest accrued to the Effective Date (which USD Eurocurrency Rate Loans shall be payable on the next automatically converted in full to SOFR Loans with a one-month Interest Payment Date with respect to the Loans to which such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, Period effective as of the expiration date of such current Interest Period (the conversion pursuant to this clause (b), the “Specified Conversion”). (c) For the avoidance of doubt, no borrowing or continuation of Eurocurrency Rate Loans based on the LIBO Rate (as defined under the Existing Credit Agreement) or any Loan based on the LIBOR Rate (as defined under the Existing Credit Agreement), and no conversion of Loans to Eurocurrency Rate Loans based on the LIBO Rate (as defined under the Existing Credit Agreement) or any Loan based on the LIBOR Rate (as defined under the Existing Credit Agreement), shall be permitted from and after the Amendment No. 2 Effective Date, be converted to, maintained as, and owed by Company under or in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

Existing Loans. Company acknowledges and confirms that each -------------- Existing Lender holds Existing Loans in the respective principal amounts outstanding as of the Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. Company hereby represents, warrants, agrees, ------------ covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or prior to the Effective Date) defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Loans and (2) reaffirms its obligation to pay such Loans in accordance with the terms and conditions of this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that (x) the Existing Tranche A Term Acquisition Loans, (y) the Existing Tranche B Term Loans and (z) the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Loans to which such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, as of the Effective Date, be converted to, maintained as, and owed by Company under or in respect of Tranche A Term Acquisition Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Acquisition Loans prior to the third anniversary of the Closing Date may be repaid and reborrowed through the third anniversary of the Closing Date and Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date, respectively.