Common use of Initial Term Loans Clause in Contracts

Initial Term Loans. (a) Subject to the terms and conditions hereof, each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.

Initial Term Loans. (ai) Subject to the terms and applicable conditions hereofset forth herein, each Initial Tranche A Term Lender holding an Original Initial Term Loan Commitment severally agrees to make, make Initial Tranche A Term Loans in Dollars, in a single draw Dollars to the Borrower on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Borrower Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule its Initial Tranche A under the heading “Original Initial Term Loan Commitment”; provided that, as such if for any reason the full amount may be adjusted or reduced pursuant to the terms hereof, which Original of any Initial Tranche A Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Lender’s Initial Tranche A Term Loan Commitment is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled upon giving effect to the funding of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original the drawn Initial Tranche A Term Loans incurred hereunder may not be reborrowedon the Closing Date. On Each Initial Tranche A Term Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date (after giving effect to the incurrence funding of Original such Initial Tranche A Term Loans on such date), the Original Lender’s Initial Tranche A Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw Commitment on the First Amendment Effective Closing Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount. (ii) Subject to the terms and applicable conditions hereofset forth herein, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing each Initial Tranche B Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects agrees to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original make Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, in Dollars to the Borrower on the Closing Date in an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the aggregate principal amount of Original not to exceed its Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For Loan Commitment; provided that, if for any reason the avoidance full amount of doubtany Initial Tranche B Term Lender’s Initial Tranche B Term Loan Commitment is not fully drawn on the Closing Date, such the undrawn portion thereof shall automatically be cancelled upon giving effect to the funding of the drawn Initial Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The on the Closing Date. Each Initial Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Lender’s Initial Tranche B Term Loans incurred hereunder may not be reborrowed. On Loan Commitment shall terminate immediately and without further action on the First Amendment Effective Closing Date (after giving effect to the incurrence funding of such Initial Tranche B Term Loans on such date), the Lender’s Initial Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminateCommitment on the Closing Date.

Initial Term Loans. (a) Subject to the terms and conditions hereof, each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Restatement Date (after giving effect to the incurrence of Original Restatement Date Refinancing), Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amountof $275,000,000 are outstanding. (ii) Subject to the terms and conditions hereofset forth herein, each (A) Existing Lender that executes and delivers a counterpart to this Agreement with its consent severally agrees that, on the First Amendment Effective Restatement Date, upon execution of (1) the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Existing Lender under the Existing Credit Agreement and outstanding on the Restatement Date (immediately prior to giving effect thereto) shall continue and remain as Initial Term Loans under this Agreement and (2) such Existing Lender will assign a portion of its Initial Term Loans (or such lesser amount allocated as notified to such Existing Lender by the Administrative Agent) to the New Lender (as defined below) on the Restatement Date at par (it being understood that no Assignment and Assumption shall be exchanged for Tranche B required to be executed by such Existing Lender or the New Lender to effect such assignment) and (B) Existing Lender holding Initial Term Loans that does not execute and deliver a counterpart to this Agreement or executes and delivers a counterpart to this Agreement declining consent (each, a “Non-Consenting Existing Lender”) shall be required to assign the entire amount of its Initial Term Loans (the “Assigned Initial Term Loans. For ”) to BMO ▇▇▇▇▇▇ Bank, N.A. (in such capacity, the avoidance of doubt, “New Lender”) in accordance with Section 9.02(c) and 9.04 and such Tranche B New Lender shall become a Lender under this Agreement with respect to such Assigned Initial Term Loans held by an Exchanging Term Lender (and this Agreement shall constitute “Rollover Indebtedness” for all purposes under this Agreementthe notice to any such Non-Consenting Existing Lender to be replaced in accordance with Section 9.02(c)). Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the Restatement Date, each Non-Consenting Existing Lender, as assignor, will be deemed pursuant to Section 9.02(c) and 9.04 to assign its Initial Term Loans to the New Lender, as assignee. (iii) The Tranche B After the Restatement Date, upon the terms and subject to the conditions set forth herein and in any Incremental Term Facility Amendment or Refinancing Amendment, each Term Lender with a Term Commitment with respect to any Class of Term Loans (other than any Class of Initial Term Loans) severally agrees to make a Term Loan denominated in dollars under such Class to the Borrower in an amount not to exceed such Term Lender’s Term Commitment under such Class on the date of incurrence thereof. (iv) Amounts borrowed, except as hereinafter providedexchanged, shallrenewed, at the option of the Borrower, replaced or refinanced under this Section 2.01(a) and repaid or prepaid may not be incurred and maintained as, and/or converted into, reborrowed. Term Loans may be ABR Loans or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminateas further provided herein.

Initial Term Loans. (a) Subject to the terms and conditions hereof, each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Original Initial Term Loans: herein (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original existing Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date Lender (after giving effect to the incurrence of Original Initial Term Loans on such date)collectively, the Original Initial “Continuing Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally that executes and delivers a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit 1 (a “Lender Addendum (Cashless Roll)”) consents to this Amendment and agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), continue all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated as notified to such Continuing Term Loan Lender by the Lead Arranger prior to the Effective Date) of its existing Initial Term Loans outstanding immediately before giving effect to this Amendment as an Initial Term Loan on the Effective Date in a principal amount equal to such Continuing Term Loan Lender’s Initial Term Loans, and (ii) each Person (collectively, the “Additional Term Loan Lenders”) that executes and delivers a Lender Addendum (Additional Term Loan Lender) in the form attached hereto as Exhibit 2 (a “Lender Addendum (Additional Term Loan Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”) agrees to take by assignment on the Effective Date from one or more Non-Consenting Lenders (as defined below) a principal amount of Initial Term Loans not to exceed the commitment offered by such Additional Term Loan Lender to the Lead Arranger to so take by assignment Initial Term Loans from Non-Consenting Lenders. For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and an Initial Term Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (Additional Term Loan Lender) shall be exchanged for Tranche B in its capacity as an Initial Term LoansLender. For the avoidance of doubt, such Tranche B the existing Initial Term Loans held by an Exchanging of a Continuing Term Loan Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreementmust be continued in whole and may not be continued in part. (iiib) Any Non-Consenting Lender whose Initial Term Loans are repaid or assigned to one or more Additional Term Loan Lenders on the Effective Date in accordance with this Amendment shall be entitled to the benefits of Section 2.16 of the Credit Agreement with respect thereto. The Tranche B Continuing Term LoansLoan Lenders hereby waive the benefits of Section 2.16 of the Credit Agreement with respect to that portion of the Initial Term Loans of such ▇▇▇▇▇▇ continued hereunder. (c) Notwithstanding anything herein to the contrary, except as hereinafter providedthe provisions of the Credit Agreement with respect to indemnification, shallreimbursement of costs and expenses, increased costs and break funding payments (other than to the extent waived pursuant to Section 3(b)) shall continue in full force and effect with respect to, and for the benefit of, each existing Initial Term Lender in respect of each such Lender’s existing Initial Term Loans to the same extent expressly set forth therein. (d) Notwithstanding anything in this Amendment to the contrary, the continuation of existing Initial Term Loans may be implemented pursuant to other procedures specified by the Administrative Agent, including by replacement of such existing Initial Term Loans by a deemed repayment of such existing Initial Term Loans of a Continuing Term Loan Lender followed by a subsequent deemed assignment to it of new Initial Term Loans in the same amount. (e) For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the BorrowerAdministrative Agent, any Lender with existing Initial Term Loans that are replaced as contemplated hereby (whether by assignment of its Initial Term Loans to one or more Additional Term Loan Lenders or otherwise) shall, automatically upon receipt (or deemed receipt) of the amount necessary to purchase such Lender’s existing Initial Term Loans so replaced, at par, and pay all accrued interest thereon, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B deemed to have assigned such Initial Term Loans incurred hereunder may not pursuant to a form of Assignment and Acceptance and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be reborrowedrequired in connection therewith. On The Lenders hereby agree to waive any notice requirements of the First Amendment Effective Date (after giving effect to Credit Agreement in connection with the incurrence replacement of Tranche B existing Initial Term Loans on such date), the Tranche B contemplated hereby (whether by assignment of its Initial Term Loans to one or more Additional Term Loan Commitments of each Tranche B Term Lender shall terminateLenders or otherwise).

Initial Term Loans. (a) Subject to the terms and conditions hereof, each Each Lender holding with an Original Initial Term Loan Commitment severally agrees to makelend to Company on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Initial Term Loan Commitments to be used for the purposes identified in Section 2.5A. The original amount of each Lender’s Initial Term Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of the Initial Term Loan Commitments is $340,000,000; provided that each Initial Term Loan made by a Lender hereunder shall be subject to an original issue discount such that such Initial Term Loan will result in aggregate proceeds to Company in an amount equal to 99.5% of such Lender’s Initial Term Loan Commitment, which amount shall represent the amount of such Initial Term Loans to be made available by such Lender pursuant to Section 2.1C. Except as specified in Dollarsthe proviso to the immediately preceding sentence, in a single draw all references herein to an “Initial Term Loan” or “Initial Term Loans”, to “principal”, the “principal amount” or the “outstanding principal amount” of any Initial Term Loan or Initial Term Loans and other terms of like import shall mean 100% of the Initial Term Loan Commitments (immediately prior to the incurrence of Initial Term Loans on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to ). Company may make only a single drawing on the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A Closing Date under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to Commitments and the terms hereof, which Original Initial Term Loans: Loan Commitments (i) except as hereinafter provided, shall, at and the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such each Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On ) shall terminate in its entirety on the Closing Date (after giving effect to the incurrence making of Original the Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes Amounts borrowed under this Agreement. (iiiSection 2.1A(i) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans subsequently repaid or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder prepaid may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.

Initial Term Loans. (a) Subject to the terms and conditions hereof, each Lender holding an Original Initial Dollar Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Original Initial Dollar Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Dollar Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, ,” which Original Initial Dollar Term LoansLoan: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Dollar Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (ib) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B holding an Initial Euro Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) Commitment severally agrees to make, make in DollarsEuros, in a single draw on the First Amendment Effective Closing Date, one or more term loans (each, a an “New Tranche B Initial Euro Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 A under the heading “Tranche B Initial Euro Term Loan Commitment”, ,” which Initial Term Loan: (i) shall be incurred and maintained as such amountEurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Euro Term Loan Commitment of such Lender. (c) Subject to the terms and conditions hereof, each Converted Dollar Term Loan shall be converted into an Initial Dollar Term Loan on the First Amendment Effective Date, upon execution of Closing Date and shall be deemed made to the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all Borrower as of such Lender’s Original date in an aggregate principal amount in Dollars equal to the aggregate principal amount of such Converted Dollar Term Loan immediately prior to the Closing Date. Such Initial Dollar Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loansshall, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. (d) Subject to the terms and conditions hereof, each Converted Euro Term Loan shall be converted into an Initial Euro Term Loan on the Closing Date and shall be deemed made to the Borrower as of such date in an aggregate principal amount in Euros equal to the aggregate principal amount of such Converted Euro Term Loan immediately prior to the Closing Date. Without limitation of Subsections 2.8 Such Initial Euro Term Loans shall be incurred and 8.1(b)(i), once maintained as Eurodollar Loans. Once repaid, Tranche B Initial Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitments Commitment of each Tranche B Term Lender shall terminate.

Initial Term Loans. (ai) Subject to On the terms and subject to the conditions hereofset forth herein and in the other Financing Documents, each Lender holding with an Original Initial Term Loan Commitment Amount severally hereby agrees to make, in Dollars, in make to Borrowers a single draw on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Borrower loan in an original aggregate principal amount not equal to exceed the amount set forth opposite Initial Term Loan Commitment (the “Initial Term Loans”). Each such Lender’s name in Schedule A under obligation to fund the heading “Original Initial Term Loans shall be limited to such Lender’s Initial Term Loan Commitment”Commitment Percentage, and no Lender shall have any obligation to fund any portion of the Initial Term Loan required to be funded by any other Lender, but not so funded. (ii) No Borrower shall have any right to reborrow any portion of the Initial Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent an irrevocable Notice of Borrowing with respect to the proposed Initial Term Loan advance, such Notice of Borrowing to be delivered no later than 12:00 P.M. (Eastern time) at least five (5) Business Days prior to the proposed date of funding thereof (or such earlier date as the Agent and Lenders may agree), which notice, if received by Agent on a day that is not a Business Day or after 12:00 P.M. (Eastern time) on a Business Day, shall be deemed to have been delivered on the next Business Day; provide that, such amount Notice of Borrowing may not be adjusted or reduced delivered prior to the Signing Date. On the date of any borrowing pursuant to the terms of this Section 2.1(a), following the satisfaction of the conditions set forth in Section 7.2 hereof, which Original Initial Term Loans: each applicable Lender shall remit to the Agent by 2:00 p.m. (iNew York City time) except as hereinafter provided, shall, at the option its share of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed of the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged requested by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under applicable Notice of Borrowing for further distribution by the heading “Tranche B Term Loan Commitment”, as such amount (ii) Subject Agent pursuant to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this AgreementFunds Flow Direction Letter related thereto. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.

Initial Term Loans. (a) Subject to the terms and conditions hereofset forth herein, each Continuing Term B Lender holding an Original Initial Term Loan Commitment (i) severally agrees to make, in Dollars, continue all (or such lesser amount as the Arrangers may allocate) of its Existing Tranche B Term Loans as Initial Term Loans in a single draw on principal amount equal to the Closing Date, one principal amount of its Existing Tranche B Term Loans (or more term loans such lesser amount as the Arrangers may allocate) (each, an the “Original Allocated Rollover Amounts”; any such principal amount of Existing Tranche B Term Loans not allocated by the Arrangers to continue as Initial Term LoanLoans, the “Non-Allocated Existing Tranche B Term Loans”) and (ii) shall be deemed for the purpose of the Amended Credit Agreement to the Borrower have made Initial Term Loans in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant equal to the terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial its Existing Tranche B Term Loans incurred hereunder may not be reborrowed. On minus the Closing Date (after giving effect to the incurrence principal amount of Original Initial its Non-Allocated Existing Tranche B Term Loans (if any) on such date), the Original Initial Term Loan Commitments of each Lender shall terminateAmendment and Restatement Effective Date. (ib) Subject to the terms and conditions hereofset forth herein, each Additional Term B Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, make an Initial Term Loan to the Borrower on the Amendment and Restatement Effective Date in a single draw on principal amount equal to its Additional Term B Commitment, which amount shall be made available to the First Administrative Agent in immediately available funds in accordance with the Amended Credit Agreement. On the Amendment and Restatement Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution proceeds of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Additional Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For applied to, among other things, prepay the avoidance of doubt, such Existing Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred Non-Continuing Term B Lenders and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, the Non-Allocated Existing Tranche B Term Loans incurred hereunder may not of the Continuing Term B Lenders. The Additional Term B Commitments of the Additional Term B Lenders will be reborrowed. On automatically and permanently reduced to $0 upon the First Amendment Effective Date (after giving effect to funding of the incurrence of Additional Tranche B Term Loans on such date)the Amendment and Restatement Effective Date. (c) On the Amendment and Restatement Effective Date, the (i) each Non-Continuing Term B Lender shall have its Existing Tranche B Term Loan Commitments of Loans prepaid in full, and the Borrower shall pay to each Non-Continuing Term B Lender all accrued and unpaid interest on such Non-Continuing Term B Lender’s Existing Tranche B Term Loans to, but not including, the Amendment and Restatement Effective Date; and (ii) each Continuing Term B Lender with Non-Allocated Existing Tranche Term B Loans shall terminatehave its Non-Allocated Existing Tranche Term B Loans prepaid in full, and the Borrower shall pay to each such Continuing Term B Lender all accrued and unpaid interest on such Continuing Term B Lender’s Non-Allocated Existing Tranche B Term Loans to, but not including, the Amendment and Restatement Effective Date. (d) Each Initial Term Lender agrees to the amendments to the Existing Credit Agreement set forth in Annex A hereto. It is understood and agreed that (i) Continued Term B Loans and Additional Tranche B Term Loans constitute “Initial Term Loans” and “Term Loans”, (ii) Additional Tranche B Commitments and Allocated Rollover Amounts constitute “Initial Term Commitments” and “Term Commitments” and (iii) Continuing Term B Lenders and Additional Term B Lenders shall constitute “Initial Term Lenders,” “Term Lenders” and “Lenders”, in each case, for all purposes under the Amended Credit Agreement.

Initial Term Loans. (a) Subject to the terms and conditions hereof, each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Parent Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the BorrowerBorrower Representative, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Term SOFR Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once Once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments Commitment of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan CommitmentLender” on Schedule A-1 attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Second Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” andsuch term loans, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Initial Term Loan Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower Borrowers in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as Commitment of such amountLender; provided that Exchanging Initial Term Lenders shall make their respective Tranche B Term Loans by exchanging their Initial Term Loans for Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Initial Term Loans pursuant to Subsection 4.4(g) of the Credit Agreement. (ii) Subject to the terms and conditions hereof, on the First Second Amendment Effective Date, upon execution of the First Second Amendment by an Existing Initial Term Loan Lender and the indication on such Lender’s signature page that such Existing Initial Term Loan Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Initial Term Loan Lender, an “Exchanging Initial Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Loan Lender”), the amount of Original Initial Term Loans held by such Exchanging Initial Term Loan Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Initial Term Loan Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except Except as hereinafter provided, Tranche B Term Loans shall, at the option of the BorrowerBorrower Representative, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Term SOFR Loans. ; and (iv) Without limitation of limiting Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Second Amendment Effective Date (after giving effect to the incurrence Incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments Commitment of each Tranche B Term Lender shall terminate.

Initial Term Loans. (a) Subject to the terms and conditions hereof, (a) each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans to the U.S. Borrowers, on a joint and several basis (each, an “Original Initial Term Loan”) to ” and, collectively the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan CommitmentLoans”, as such amount may be adjusted or reduced pursuant to the terms hereof), which Original Initial Term Loans: (i) except as hereinafter provided, shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iiiii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once Once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. (b) The Parent Borrower agrees that, upon the request to the U.S. Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Initial Term Loan, the Parent Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1 (each, as amended, supplemented, replaced or otherwise modified from time to time, an “Initial Term Loan Note”), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Initial Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Lender to the Parent Borrower. On Each Initial Term Loan Note shall be dated the Closing Date (after giving effect to or in the incurrence case of Original an Initial Term Loan Note issued in connection with Initial Term Loans on acquired by assignment pursuant to such datesection 11.6(b), the Original date of such assignment). Each Initial Term Loan Commitments Note shall be payable as provided in subsection 2.6 and provide for the payment of each Lender shall terminateinterest in accordance with subsection 4.1. (ic) Subject to subsection 2.7 and the other terms and conditions hereof, (a) each Lender listed on Schedule A-1 under the heading “Tranche B holding an Incremental Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) Commitment severally agrees to makemake to the U.S. Borrowers, in Dollars, in pursuant to a single draw drawing on the First Amendment Effective respective Incremental Term Loan Borrowing Date, one or more term loans (each, a an “New Tranche B Incremental Term Loan” and, collectively the “Incremental Term Loans”, and, together with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g)Loans, the “Tranche B Term Loans”), which Incremental Term Loans: (i) to the Borrower shall be denominated in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amountDollars; (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type; (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender; and. (iv) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement and any repayment of outstanding RCF Loans on such date) would require a mandatory repayment pursuant to subsection 4.4(c)(i). Without limitation of Subsections 2.8 and 8.1(b)(i), once Once repaid, Tranche B Incremental Term Loans incurred hereunder may not be reborrowed. (d) Each Borrower agrees that, upon the request to the U.S. Administrative Agent by any Lender made on or prior to the Incremental Term Loan Borrowing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Incremental Term Loan to such Borrower, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Incremental Term Loan Note”), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Incremental Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Incremental Term Loan Lender to such Borrower. On Each Incremental Term Loan Note shall be dated the First Amendment Effective Incremental Term Loan Borrowing Date (after giving effect to or in the incurrence case of Tranche B a Term Loan Note issued in connection with Incremental Term Loans on acquired by assignment pursuant to such datesection 11.6(b), the Tranche B date of such assignment). Each Incremental Term Loan Commitments Note shall be payable as provided in subsection 2.6 and provide for the payment of interest in accordance with subsection 4.1. (e) Except as otherwise provided in subsection 2.2(f), the aggregate principal amount of Term Loans of all the Lenders shall be payable in consecutive quarterly installments up to and including the Term Loan Maturity Date therefor (subject to repayment as provided in subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 following the Closing Date ending prior to the Term Loan Maturity Date (i) $625,000 plus (ii) for each Tranche B installment date following an Incremental Term Lender Loan Borrowing Date, an amount equal to .25% of the aggregate principal amount of Incremental Term Loans (other than such Incremental Term Loans which may have different scheduled repayments as contemplated in subsection 2.7(e)) borrowed on such Incremental Term Loan Borrowing Date, subject in each case to prepayment as provided in subsection 4.4 Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Term Loans (f) In the case of Incremental Term Loans that have different scheduled repayment dates (and amounts) as contemplated in subsection 2.7(e), such Incremental Term Loans shall terminatebe payable on the dates and in the amounts set forth in the respective Incremental Commitment Agreement or Agreements relating to such Incremental Term Loans, provided that if any such Incremental Term Loans are subsequently incurred, the amount of the then remaining scheduled installments of such Incremental Term Loans shall be proportionally increased (with the aggregate amount of increases to the then remaining scheduled installments to equal the aggregate principal amount of such new Incremental Term Loans then being incurred).

Initial Term Loans. (a) Subject to the terms and conditions hereof, (a) each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, make in a single draw draw, on the Closing Date, one or more term loans to the Borrowers, on a joint and several basis (each, an “Original "Initial Term Loan”) to " and, collectively the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original "Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereofLoans"), which Original Initial Term Loans: (i) except as hereinafter provided, shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 3.9 and 3.10, all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iiiii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once Once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (ib) Subject to subsection 2.5 and the other terms and conditions hereof, (a) each Lender listed on Schedule A-1 under the heading “Tranche B holding an Incremental Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) Commitment severally agrees to make, in Dollars, in pursuant to a single draw drawing on the First Amendment Effective respective Incremental Term Loan Borrowing Date, one or more term loans (each, a “New Tranche B an "Incremental Term Loan” " and, collectively the "Incremental Term Loans", and, together with the term loans representing the Original Initial Term Loans exchanged by Loans, the Existing "Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(gLoans"), the “Tranche B which Incremental Term Loans”: (i) to the Borrower shall be denominated in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amountDollars; (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 3.9 and 3.10, all Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once Once repaid, Tranche B Incremental Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.

Initial Term Loans. (a) Subject to the terms and conditions hereof, (a) each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans to the U.S. Borrowers, on a joint and several basis (each, an “Original "Initial Term Loan”) to " and, collectively the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original "Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereofLoans"), which Original Initial Term Loans: (i) except as hereinafter provided, shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iiiii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once Once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. (b) The Parent Borrower agrees that, upon the request to the U.S. Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender's Initial Term Loan, the Parent Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1 (each, as amended, supplemented, replaced or otherwise modified from time to time, an "Initial Term Loan Note"), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Initial Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Lender to the Parent Borrower. On Each Initial Term Loan Note shall be dated the Closing Date (after giving effect to or in the incurrence case of Original an Initial Term Loan Note issued in connection with Initial Term Loans on acquired by assignment pursuant to such datesection 11.6(b), the Original date of such assignment). Each Initial Term Loan Commitments Note shall be payable as provided in subsection 2.6 and provide for the payment of each Lender shall terminateinterest in accordance with subsection 4.1. (ic) Subject to subsection 2.7 and the other terms and conditions hereof, (a) each Lender listed on Schedule A-1 under the heading “Tranche B holding an Incremental Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) Commitment severally agrees to makemake to the U.S. Borrowers, in Dollars, in pursuant to a single draw drawing on the First Amendment Effective respective Incremental Term Loan Borrowing Date, one or more term loans (each, a “New Tranche B an "Incremental Term Loan” " and, collectively the "Incremental Term Loans", and, together with the term loans representing the Original Initial Term Loans exchanged by Loans, the Existing "Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(gLoans"), the “Tranche B which Incremental Term Loans”: (i) to the Borrower shall be denominated in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amountDollars; (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type; (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender; and. (iv) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement and any repayment of outstanding RCF Loans on such date) would require a mandatory repayment pursuant to subsection 4.4(c)(i). Without limitation of Subsections 2.8 and 8.1(b)(i), once Once repaid, Tranche B Incremental Term Loans incurred hereunder may not be reborrowed. (d) Each Borrower agrees that, upon the request to the U.S. Administrative Agent by any Lender made on or prior to the Incremental Term Loan Borrowing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender's Incremental Term Loan to such Borrower, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Incremental Term Loan Note"), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Incremental Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Incremental Term Loan Lender to such Borrower. On Each Incremental Term Loan Note shall be dated the First Amendment Effective Incremental Term Loan Borrowing Date (after giving effect to or in the incurrence case of Tranche B a Term Loan Note issued in connection with Incremental Term Loans on acquired by assignment pursuant to such datesection 11.6(b), the Tranche B date of such assignment). Each Incremental Term Loan Commitments Note shall be payable as provided in subsection 2.6 and provide for the payment of interest in accordance with subsection 4.1. (e) Except as otherwise provided in subsection 2.2(f), the aggregate principal amount of Term Loans of all the Lenders shall be payable in consecutive quarterly installments up to and including the Term Loan Maturity Date therefor (subject to repayment as provided in subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Term Loans then outstanding): DATE AMOUNT ---- ------ Each March 31, June 30, September 30 and (i) $625,000 plus (ii) for each Tranche B installment date December 31 following the Closing Date following an Incremental Term Lender Loan Borrowing ending prior to the Term Loan Maturity Date Date, an amount equal to .25% of the aggregate principal amount of Incremental Term Loans (other than such Incremental Term Loans which may have different scheduled repayments as contemplated in subsection 2.7(e)) borrowed on such Incremental Term Loan Borrowing Date, subject in each case to prepayment as provided in subsection 4.4 Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Term Loans (f) In the case of Incremental Term Loans that have different scheduled repayment dates (and amounts) as contemplated in subsection 2.7(e), such Incremental Term Loans shall terminatebe payable on the dates and in the amounts set forth in the respective Incremental Commitment Agreement or Agreements relating to such Incremental Term Loans, provided that if any such Incremental Term Loans are subsequently incurred, the amount of the then remaining scheduled installments of such Incremental Term Loans shall be proportionally increased (with the aggregate amount of increases to the then remaining scheduled installments to equal the aggregate principal amount of such new Incremental Term Loans then being incurred).

Initial Term Loans. (a) Subject to the terms and conditions hereof, each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such LenderLe▇▇▇▇’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar EurodollarTerm SOFR Rate Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amountamount may be adjusted or reduced pursuant to the terms hereof; provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by exchanging their Original Initial Term Loans for Tranche B Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Original Initial Term Loans pursuant to Subsection 4.4(g). (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar EurodollarTerm SOFR Rate Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.

Initial Term Loans. (a) Subject to the terms and conditions hereof, (a) each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, make in a single draw draw, on the Closing Date, one or more term loans to the Borrowers, on a joint and several basis (each, an “Original Initial Term Loan”) to ” and, collectively the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan CommitmentLoans”, as such amount may be adjusted or reduced pursuant to the terms hereof), which Original Initial Term Loans: (i) except as hereinafter provided, shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 3.9 and 3.10, all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iiiii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once Once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (ib) Subject to subsection 2.5 and the other terms and conditions hereof, (a) each Lender listed on Schedule A-1 under the heading “Tranche B holding an Incremental Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) Commitment severally agrees to make, in Dollars, in pursuant to a single draw drawing on the First Amendment Effective respective Incremental Term Loan Borrowing Date, one or more term loans (each, a an “New Tranche B Incremental Term Loan” and, collectively the “Incremental Term Loans”, and, together with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g)Loans, the “Tranche B Term Loans”), which Incremental Term Loans: (i) to the Borrower shall be denominated in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amountDollars; (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 3.9 and 3.10, all Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once Once repaid, Tranche B Incremental Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.

Initial Term Loans. (a) Subject to the terms and conditions hereof, each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount (ii) Subject amount may be adjusted or reduced pursuant to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment ; provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s exchanging their Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), constituting Rollover Indebtedness in lieu of their pro rata portion of the amount prepayment of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated pursuant to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this AgreementSubsection 4.4(g). (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.

Initial Term Loans. (a) Subject to the terms and conditions hereofset forth herein, each Continuing Term Lender holding an Original Initial Term Loan Commitment (i) severally agrees to make, in Dollars, continue all (or such lesser amount as the Arranger may allocate) of its Existing Term Loans as Initial Term Loans in a single draw on principal amount equal to the Closing Date, one principal amount of its Existing Term Loans (or more term loans such lesser amount as the Arranger may allocate) (each, an the “Original Allocated Rollover Amounts”; any such principal amount of Existing Term Loans not allocated by the Arranger to continue as Initial Term LoanLoans, the “Non-Allocated Existing Term Loans”) and (ii) shall be deemed for the purpose of the Amended Credit Agreement to the Borrower have made Initial Term Loans in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant equal to the terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial its Existing Term Loans incurred hereunder may not be reborrowed. On minus the Closing Date (after giving effect to the incurrence principal amount of Original Initial its Non-Allocated Existing Term Loans (if any) on such date), the Original Initial Term Loan Commitments of each Lender shall terminateThird Amendment Effective Date. (ib) Subject to the terms and conditions hereofset forth herein, each Additional Term Lender listed severally agrees to make an Initial Term Loan to the Borrower on Schedule A-1 under the heading “Tranche B Third Amendment Effective Date in a principal amount equal to its Additional Term Loan Commitment” attached hereto (, which amount shall be made available to the “New Tranche B Term Lenders”) severally agrees to make, Administrative Agent in Dollars, immediately available funds in a single draw on accordance with the First Amended Credit Agreement. On the Third Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing proceeds of the Original Initial Additional Term Loans exchanged by shall be applied to, among other things, prepay the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), Loans of the “Tranche B Non-Continuing Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Lenders. The Additional Term Loan Commitment”, as such amountCommitments of the Additional Term Lenders will be automatically and permanently reduced to $0 upon the funding of the Additional Term Loans on the Third Amendment Effective Date. (iic) Subject to On the terms and conditions hereof, on the First Third Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Continuing Term Lender shall have its Existing Term Loans prepaid in full, and the Borrower shall pay to each Non-Continuing Term Lender all accrued and unpaid interest on such Non-Continuing Term Lender’s Existing Term Loans to, but not including, the Third Amendment Effective Date. (d) Each Initial Term Lender agrees to the amendments to the Existing Credit Agreement set forth in Annex B hereto. It is understood and agreed that (i) Continued Term Loans and Additional Term Loans constitute “Initial Term Loans” and “Term Loans”, (ii) Additional Commitments and Allocated Rollover IndebtednessAmounts constitute “Initial Term Commitments” and “Term Commitments” and (iii) Continuing Term Lenders and Additional Term Lenders shall constitute “Initial Term Lenders,” “Term Lenders” and “Lenders”, in each case, for all purposes under this the Amended Credit Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.

Initial Term Loans. (ai) Subject solely to the terms and satisfaction (or waiver) of the conditions hereofprecedent set forth in Section 4.3, each Lender holding an Original Initial Term Loan Commitment severally Lender severally, but not jointly, agrees to make, in Dollars, in a single draw make available to the Initial Subsidiary Borrower (through the Administrative Agent) on the Acquisition Closing Date, one or more Date a term loans loan in Dollars (each, an “Original Initial Term Loan”, and the Initial Term Loans and the Initial Term Loan Commitments, collectively, the “Initial Term Loan Facility”) to the Borrower in an aggregate a principal amount not equal to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original its Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to . Upon receipt by the terms hereof, which Original Administrative Agent of the proceeds of the Initial Term Loans: (i) except as hereinafter provided, shall, at such proceeds will then be made available to the option Initial Subsidiary Borrower by the Administrative Agent by crediting the account of the BorrowerInitial Subsidiary Borrower on the books of the office of the Administrative Agent as the Administrative Agent may designate in writing, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be with the aggregate of such proceeds made available to the Administrative Agent by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of Lenders and in like funds as received by the Administrative Agent (or by crediting such Lenderother account(s) as directed by the Initial Subsidiary Borrower as are reasonably acceptable to the Administrative Agent). Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original The Initial Term Loans incurred hereunder may consist of ABR Loans, RFR Loans or Term Benchmark Loans, or a combination thereof, as the Initial Subsidiary Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to the Acquisition Closing Date. Notwithstanding the foregoing, in no event shall the Initial Subsidiary Borrower be permitted to request pursuant to this Section 2.2 prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to the Term SOFR Rate, an RFR Loan bearing interest based on Daily Simple SOFR (it being understood and agreed that Daily Simple SOFR shall only apply to the extent provided in Sections 2.13(a) and 2.13(f), as applicable). Amounts repaid or prepaid on the Initial Term Loans may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.

Initial Term Loans. (a) Subject Each Lender party hereto that is owed Existing Term Loans severally agrees to exchange its Existing Term Loans for a like outstanding principal amount of new term loans on the terms Amendment Effective Date (relative to such Lender, its "Initial Term Loan"), which exchange shall be deemed to be a voluntary prepayment of such Lender's Existing Term Loans by the Borrower and conditions hereof, each the making of an Initial Term Loan pursuant to clause (b) below by such Lender holding for such amount. (b) Each Lender with an Original Initial Term Loan Commitment severally agrees to make, in Dollars, make Initial Term Loans to the Borrower on the Amendment Effective Date in a single draw principal amount not to exceed its Initial Term Loan Commitment on the Closing Amendment Effective Date, one or more term loans (each, an “Original . In the event that the Borrower requests Initial Term Loan”Loans in an aggregate amount (the "Aggregate Initial Term Loan Amount") less than the aggregate of the Lenders' Initial Term Loan Commitments, each such Lender shall make an Initial Term Loan to the Borrower in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Aggregate Initial Term Loan Commitment”Amount multiplied by such Lender's Initial Term Loan Percentage. Subject to clause (a) above, as such amount may be adjusted or reduced pursuant to on the terms hereof, which Original Amendment Effective Date the Borrower shall voluntarily prepay all Existing Term Loans from the proceeds of the Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.