Common use of Second Amendment Incremental Term Loans Clause in Contracts

Second Amendment Incremental Term Loans. Subject to the satisfaction or waiver of the conditions set forth in Section 3 hereof, on the Second Amendment Effective Date: (a) The Second Amendment Incremental Term Loan Lender, by its execution of the Lender Addendum, agrees to make the Second Amendment Incremental Term Loans to the Borrower on the Second Amendment Effective Date in an aggregate principal amount set forth under the heading “Second Amendment Incremental Term Loan Commitment” opposite the Second Amendment Incremental Term Loan Lender’s name in the Lender Addendum (such commitment, the “Second Amendment Incremental Term Loan Commitment”). (b) From and after the Second Amendment Effective Date, each party hereto agrees that, for all purposes of the Amended Credit Agreement and the other Loan Documents, (i) the Second Amendment Incremental Term Loan Lender shall be deemed to be a Term Lender and a Lender under the Amended Credit Agreement, and the Second Amendment Incremental Term Loan Lender shall be a party to the Amended Credit Agreement and shall have the rights and obligations of a Lender under the Amended Credit Agreement and (ii) the Second Amendment Incremental Term Loans, when funded, shall be made a part of the existing tranche of Initial Term Loans and shall be deemed to be an Initial Term Loan, a Term Loan and a Loan for all purposes under the Amended Credit Agreement and the other Loan Documents, including, but not limited to, the fact that the Second Amendment Incremental Term Loans shall bear interest as provided in the Amended Credit Agreement in respect of Initial Term Loans. All Second Amendment Incremental Term Loans incurred pursuant to this Amendment will be allocated ratably to each outstanding borrowing of Initial Term Loans that are Eurocurrency Rate Loans under the Credit Agreement for purposes of determining the initial interest rate thereon and Interest Period therefor. (c) Section 1.01 of the Credit Agreement is hereby amended by: (i) deleting the definition of “Applicable Amortization Percentage” in its entirety: (ii) amending and restating the definition of “Initial Term Loans” as follows:

Second Amendment Incremental Term Loans. Subject Notwithstanding any provision to the satisfaction contrary herein or waiver of in the conditions Existing Credit Agreement, except as expressly set forth herein or in Section 3 hereofthe Credit Agreement, on the Second Amendment Effective Date: (a) The Second Amendment Incremental Term Loan Lender, by its execution terms of the Lender Addendum, agrees to make the Second Amendment Incremental Term Loans shall be the same as the terms of the Initial Term Loans outstanding immediately prior to the Borrower on giving effect to this Amendment. Following the Second Amendment Effective Date in an aggregate principal amount Date, (i) except as otherwise expressly set forth under in the heading Credit Agreement, each reference in the Credit Agreement to “Second Amendment Incremental Term Loan Commitment” opposite shall include the Second Amendment Incremental Term Loan Lender’s name in Commitments (including the Lender Addendum (such commitment, the “Second Amendment Incremental Term Loan Delayed Draw Sub-Commitment”). (b) From and after the Second Amendment Effective Date, each party hereto agrees that, for all purposes of the Amended Credit Agreement reference to “Term Loans” and the other Loan Documents, (i) “Loans” shall include the Second Amendment Incremental Term Loan Lender Loans and each reference to “Term Lenders” and “Lenders” shall be deemed to be a Term Lender and a Lender under the Amended Credit Agreement, and include the Second Amendment Incremental Term Loan Lender Lenders hereunder, in each case, unless the context shall be a party to the Amended Credit Agreement and shall have the rights and obligations of a Lender under the Amended Credit Agreement require otherwise, and (ii) the Second Amendment Incremental Term Loans, when funded, shall be made a part of the existing tranche of Initial Term Loans Loan Commitments and shall be deemed to be an Initial Term Loan, a Term Loan and a Loan for all purposes under the Amended Credit Agreement and the other Loan Documents, including, but not limited to, the fact that the Second Amendment Incremental Term Loans shall bear interest as provided in be entitled to all the Amended benefits afforded by this Amendment, the Credit Agreement in respect of Initial Term Loansand the other Loan Documents and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. All The Second Amendment Incremental Term Loans incurred made on the Second Amendment Effective Date shall not accrue interest for any period prior to the Second Amendment Effective Date, and the Borrower shall not be required to pay interest on the Second Amendment Incremental Term Loans made on the Second Amendment Effective Date pursuant to this Amendment will be allocated ratably to each outstanding borrowing Section 2.13 of Initial Term Loans that are Eurocurrency Rate Loans under the Credit Agreement for purposes of determining any period prior to the initial Second Amendment Effective Date. The Second Amendment Incremental Term Loans funded under the Delayed Draw Sub-Commitment shall not accrue interest rate thereon for any period prior to the date on which they are funded, and Interest Period therefor. (c) the Borrower shall not be required to pay interest on the Second Amendment Incremental Term Loans made under the Delayed Draw Sub-Commitment pursuant to Section 1.01 2.13 of the Credit Agreement is hereby amended by: (i) deleting for any period prior to the definition of “Applicable Amortization Percentage” in its entirety: (ii) amending and restating the definition of “Initial Term Loans” as follows:date on which they are funded.

Second Amendment Incremental Term Loans. Subject to the satisfaction or waiver of the conditions set forth in Section 3 hereof, on the Second Amendment Effective Date: (a) The During the period beginning on the Amendment Effective Date (as defined below) and ending on the date that is nine months after the Amendment Effective Date (the “Second Amendment Incremental Delayed Draw Termination Date”), the New Term Loan Lender, by its execution of the Lender Addendum, agrees to make the Second Amendment Incremental Term Loans to the Borrower on the Second Amendment Effective Date a single loan or up to an aggregate of three (3) separate loans in Dollars in an aggregate principal amount not exceeding the amount set forth opposite the New Term Lender’s name under the heading “Second Amendment Incremental Term Loan Commitment” opposite on Schedule I hereto (the “Second Amendment Incremental Term Loan Lender’s name in Loans”, and the Lender Addendum (commitment to provide such commitmentSecond Amendment Incremental Term Loans, the “Second Amendment Incremental Term Loan CommitmentCommitments”), on the terms and subject to the conditions set forth herein and in the Credit Agreement. The proceeds of the Second Amendment Incremental Term Loans shall be used in accordance with Section 5.17 of the Credit Agreement, as amended hereby. (b) From and after Effective as of the Second Amendment Effective Date, each party hereto agrees that, for all purposes of the Amended Credit Agreement and the other Loan Documents, (i) the Second Amendment Incremental Term Loan Lender Commitments shall be deemed to be a Term Lender and a Lender under the Amended Credit Agreementdeemed, and the Second Amendment Incremental Term Loan Lender shall be a party to the Amended Credit Agreement and shall have the rights and obligations of a Lender under the Amended Credit Agreement and (ii) the Second Amendment Incremental Term Loans, when funded, shall be made a part of the existing tranche of Initial Term Loans and shall be deemed to be an Initial Term Loan, a Term Loan and a Loan for all purposes under the Amended Credit Agreement and the Loan Documents, an Initial Term Commitment and (ii) each Term Loan made under the Second Amendment Term Loan Commitments shall be deemed, for all purposes under the Credit Agreement and the Loan Documents, an Initial Term Loan. The New Term Lender acknowledges and agrees that, as of and on the Amendment Effective Date, it shall become a “Lender”, a “Term Lender” and an “Initial Term Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, includingand shall be subject to and bound by the terms thereof, but not limited toand shall perform all the obligations of and shall have all rights of a Lender thereunder. For the avoidance of doubt, the fact that Second Amendment Term Commitments shall have the same terms as the Initial Term Commitments established on the Closing Date, and the Second Amendment Incremental Term Loans shall bear interest have the same terms as provided in the Amended Credit Agreement in respect of Initial Term Loans. All Second Amendment Incremental Term Loans incurred pursuant to this Amendment will be allocated ratably to each outstanding borrowing of Initial Term Loans that are Eurocurrency Rate Loans under outstanding as of the Amendment Effective Date, in each case except as expressly set forth herein or in the Credit Agreement for purposes of determining the initial interest rate thereon and Interest Period thereforas amended by this Amendment. (c) Section 1.01 of the Credit Agreement is hereby amended by: (i) deleting the definition of “Applicable Amortization Percentage” in its entirety: (ii) amending and restating the definition of “Initial Term Loans” as follows:

Second Amendment Incremental Term Loans. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 3 hereof, on the Second Amendment Effective Date: (a) The Second Amendment Incremental Term Loan Lender, by its execution of the Lender Addendum, hereby acknowledges and agrees that it has a Second Amendment Incremental Term Commitment in an amount equal to $15,000,000 and agrees to make the fund Second Amendment Incremental Term Loans to the Parent Borrower on the Second Amendment Effective Date in an aggregate principal amount set forth under equal to the heading “amount of its Second Amendment Incremental Term Loan Commitment” opposite Commitment on the Effective Date. Immediately after the funding of the Second Amendment Incremental Term Loan Lender’s name in Loans by the Lender Addendum (such commitment, the “Second Amendment Incremental Term Loan Commitment”). (b) From and after Lender in accordance with the immediately preceding sentence, the Second Amendment Effective Date, each party hereto agrees that, for all purposes Incremental Term Lender’s Second Amendment Incremental Term Commitment shall be automatically and permanently reduced to $0. The Parent Borrower hereby elects that the Second Amendment Incremental Term Loans be incurred pursuant to clause (c) of the Amended definition of “Incremental Amount”. The Second Amendment Incremental Term Loans shall constitute part of the same Class of Loans as the Existing Term Loans, shall have identical terms as the Existing Term Loans (including with respect to interest rates (including the Applicable Rate), maturity date, mandatory prepayments and voluntary prepayments) and shall otherwise be subject to the provisions, including any provisions restricting the rights or regarding the obligations of the Loan Parties or any provisions regarding the rights of the Term Lenders, of the Credit Agreement and the other Loan Documents. (b) Each of the parties hereto agrees that on and after the Effective Date, (i) the Second Amendment Incremental Term Loan Lender Loans shall be deemed to be a constitute “Term Lender Loans” and a Lender under the Amended Credit Agreement, and the Second Amendment Incremental Term Loan Lender shall be a party to the Amended Credit Agreement and shall have the rights and obligations of a Lender under the Amended Credit Agreement “Loans” and (ii) the Second Amendment Incremental Term Loans, when funded, Lender shall be made a part of the existing tranche of Initial constitute an “Incremental Term Loans and shall be deemed to be an Initial Term LoanLender”, a “Term Loan Lender” and a Loan “Lender”, in each case, for all purposes under the Amended Credit Agreement and the other Loan Documents. (c) For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, including, but not limited to, the fact that the Second Amendment Incremental Term Loans shall bear interest as provided be considered an increase in the Amended Term Loans outstanding under the Existing Credit Agreement in respect and shall not be considered a separate tranche of Initial Indebtedness of Loans thereunder. As of the Effective Date, after giving effect to the making of the Second Amendment Incremental Term Loans. All , the aggregate principal amount of Term Loans outstanding under the Credit Agreement shall be $763,750,000. (d) The proceeds of the Second Amendment Incremental Term Loans incurred pursuant to this Amendment will be allocated ratably to each outstanding borrowing of Initial Term Loans that are Eurocurrency Rate Loans under the Credit Agreement for purposes of determining the initial interest rate thereon and Interest Period therefor. (cused in accordance with Section 5.11(a) Section 1.01 of the Credit Agreement is hereby amended by: (i) deleting the definition of “Applicable Amortization Percentage” in its entirety: (ii) amending and restating the definition of “Initial Term Loans” as follows:Agreement.