Common use of Additional Term Loans Clause in Contracts

Additional Term Loans. Subject only to the satisfaction or waiver of the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars (the “2014-1 Additional Term Loans”) to the Borrower on the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount of a 2014-1 Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Agreement.

Additional Term Loans. Subject only to Concurrent with the satisfaction or waiver occurrence of the conditions expressly set forth in Section 4 of Second Amendment Effective Date, the Eleventh Amendment, Persons party to a Term Loan Joinder Agreement as lenders (each 2014-1 an “Additional Term Lender agrees to Loan Lender”) shall make a loan in Dollars Term Loans (the “2014-1 Additional Term Loans”) to the Borrower on in an amount equal to the Eleventh Amendment Effective Date amount set forth in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount of a 2014-1 Additional Term Loan which is repaid or prepaid by Lender’s Term Loan Joinder Agreement (the Borrower may be reborrowed hereunder. The 2014-1 “Additional Term Loan Commitments”); provided, that such Additional Term Loans shall be denominated in Dollarsmade with 1% of original issue discount, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, such that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made amount funded on the Eleventh Second Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth by each Lender in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver respect of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 its Additional Term Loans shall be released from escrow 99% of its Additional Term Loan Commitment. The aggregate amount of the Additional Term Loan Commitments is $40,000,000. Such Additional Term Loan Commitments shall be effected pursuant to one or more Term Loan Joinder Agreements executed and delivered by Borrower, each Additional Term Loan Lender and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.19(c) of the Amended Credit Agreement. The amount of each Additional Term Loan owing to each Additional Term Loan Lender as of the Second Amendment Effective Date (before giving effect to any subsequent repayments) shall be an amount equal to 100% of such Additional Term Loan Lender’s Additional Term Loan Commitment, irrespective that the amount funded on the Eleventh Second Amendment Release Date. If the 2014-1 Effective Date is 99% of such Additional Term Loans Termination Date occurs, the proceeds Loan Commitment. The terms of the 2014-1 Additional Term Loans Loan Commitments shall be released from escrow on the conditions as set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Amended Credit Agreement.

Additional Term Loans. Subject only (a) The Borrower shall have the right, prior to the satisfaction or waiver Maturity Date and with the consent of the Agent (such consent not to be unreasonably withheld) with respect to the identity of any new Lender, from time to time during the term of this Credit Agreement, and subject to the terms and conditions expressly set forth below, to request additional term loans (which may or may not by their terms, at the election of the Borrower, automatically increase the aggregate amount of the Revolving Committed Amount upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure as provided in Section 3.2(a)(iii)); provided that (i) no Default or Event of Default shall exist at the time of the request or the proposed additional term loans and all conditions precedent for a Loan set forth in Section 4 5.2(b), (c) and (e) have been satisfied, (ii) such increase must be in a minimum amount of $10,000,000 and in integral multiples of $1,000,000 above such amount, (iii) no such additional term loan may by its terms provide for an automatic increase in the aggregate amount of the Eleventh AmendmentRevolving Committed Amount upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure as provided in Section 3.2(a)(iii), each 2014-1 Additional if the sum of (x) such additional term loans, plus the (y) Revolving Committed Amount, plus (z) any principal amounts outstanding under any Term Loans that by their terms automatically increase the aggregate amount of the Revolving Committed Amount upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure as provided in Section 3.2(a)(iii), shall exceed SEVEN HUNDRED FIFTY MILLION DOLLARS ($750,000,000), (iv) no individual Lender agrees shall be required to make a any such additional term loan in Dollars without such Lender’s written consent, (v) the “2014-1 Additional Borrower shall execute and deliver such Term Note(s) and amendments and collateral documentation reasonably satisfactory to the Agent and provide Permitted Cash Collateral as required pursuant to Section 7.13 hereof to collateralize such additional Term Loans”, and (vi) Schedule 1.1 shall be amended to reflect the revised Term Loan Amounts of the Lenders. Any such additional term loans shall be made, at the option of the Borrower, by (x) one or more existing Lenders; provided that any Lender making such additional term loan must consent in writing thereto and/or (y) one or more institutions that is not an existing Lender; provided that any such institution (A) must conform to the definition of Eligible Assignee, (B) must have an additional term loan of at least $10,000,000 unless otherwise agreed to by the Agent and the Borrower and (C) must become a Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in a manner acceptable to the Borrower on the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount of a 2014-1 Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow AgreementAgent.

Additional Term Loans. Subject only (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the satisfaction or waiver of the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars (the “2014-1 Additional Term Loans”) to the Borrower on the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount of a 2014-1 Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the and conditions set forth in this §2.12, the Borrower shall have the option to request increases in the Total Commitment, at any time and from time to time before at least three (x3) Section 5.5 months prior to the latest Maturity Date, in an amount such the Global Commitment would not exceed $1,000,000,000.00 (after giving effect to each such increase), which increase shall be allocated one or more tranches of term loan commitments, which may include the 2027 Term Commitments (yeach, an “Additional Term Commitment”) Section 5.2 by giving written notice to the Agent (an “Increase Notice”; and Section 5.6the amount of each such requested increase, a “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and within ten (10) days shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an Additional Term Commitment in connection with such increase (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent promptly shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an Additional Term Commitment, in each case, upon such terms described in the Additional Commitment Request Notice, shall provide Agent with a written commitment letter specifying the amount of the Additional Term Commitment, as applicable, and the additional conditions expressly set forth by which it is willing to provide prior to such deadline as may be specified in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release DateCommitment Request Notice not to exceed ten (10) days. If the 2014-1 requested increase is oversubscribed then the Agent and the Arrangers shall allocate the Commitment Increase among the Lenders, who provide such commitment letters on such basis mutually acceptable to each of the Borrower, Agent and Arrangers. If the Additional Term Loans Termination Date occurs, Commitments so provided are not sufficient to provide the proceeds full amount of the 2014-1 Commitment Increase requested by the Borrower, then the Agent, Arrangers or Borrower will seek one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Borrower) to become a Lender and provide an Additional Term Loans Commitment, as applicable. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Term Commitment to be provided by each Lender and the revised Applicable Percentages which shall be released from escrow on applicable after the conditions set forth in effective date of the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on Commitment specified therein (the 2014-1 “Commitment Increase Date”). In no event shall any Lender be obligated to provide an Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow AgreementCommitment.

Additional Term Loans. Subject only (a) The Borrower may, at any time and from time to time after the Amendment No. 3 Effective Date, by notice to the satisfaction or waiver of Administrative Agent, request an increase in the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars Loan Facility (the “2014-1 Additional Term Loans”) (within the limitations herein provided), which notice shall set forth the amount of such requested borrowing of Additional Term Loans. The Additional Term Loans may be effected by having one or more New Term Lenders become Lenders under the Term Loan Facility and/or by having any one or more of the then existing Lenders under the Term Loan Facility (at their respective election in their sole discretion) that have been approved by the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld or delayed), provide Additional Term Loans, provided that (i) each borrowing of Additional Term Loans shall be in an amount not less than $5,000,000, (ii) on the applicable Additional Term Loan Effective Date, after giving effect to the Borrower on the Eleventh Amendment Effective Date in borrowing of Additional Term Loans, the aggregate principal amount of such Lender’s 2014-1 all Additional Term Commitment. No amount Loans borrowed under this Section 2.18Current Term Advance Amount shall not exceed $400,000,000,the Term Loan Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.28 would be satisfied on a pro forma basis for the most recent determination period, after giving effect to such borrowing of a 2014-1 Additional Term Loan which is repaid or prepaid by Loans as if it occurred on the Borrower may be reborrowed hereunder. The 2014-1 last day of such determination period and (v) any Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by on the 2014-1 Additional Term Lenders terms and pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely documentation applicable to the Term Loans under the Term Loan Facility immediately prior to the borrowing of 2014-1 such Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow AgreementLoans.

Additional Term Loans. Subject only (a) Xxxxx-Xxxxxxxx shall have the right at any time (so long as (x) no Potential Event of Default or Event of Default then exists and (y) Borrowers’ Agent shall have delivered to Administrative Agent a Compliance Certificate for the satisfaction or waiver period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner consistent with the requirements of clause (b) of subsection 5.1(iii) giving pro forma effect to such incurrence and evidencing compliance with the covenants referred to in such Compliance Certificate and a Consolidated Senior Secured Leverage Ratio on a pro forma basis of not more than 2.85:1.00 as of the conditions expressly set forth last day of such period), and from time to time after the Third Restatement Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in Section 4 of the Eleventh Amendmenteach case, each 2014-1 Additional Term Lender agrees agree to make a loan such loans to Xxxxx-Xxxxxxxx, loans and commitments to make loans in Dollars an aggregate principal amount not to exceed $300,000,000 which loans may be incurred as one or more tranches of additional term loans (the “2014-1 Additional Term Loans”) as determined by Administrative Agent that are pari passu in all respects to the Borrower on Tranche B1 Term Loans under a facility that would provide that the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount Loans would have a Weighted Average Life to Maturity of not less than the Tranche B1 Term Loans and a 2014-1 Additional final maturity no earlier than Tranche B1 Term Loan which is repaid or prepaid by Maturity Date; provided, that (i) the Borrower may be reborrowed hereunder. The 2014-1 terms and conditions of any Additional Term Loans shall be denominated in Dollarssubstantially similar to those applicable to the Tranche B1 Term Loans and (ii) the applicable margins (which, for such purposes only, shall be maintained as and/or converted into Base Rate Loans deemed to include all upfront or Eurocurrency Loans similar fees or a combination thereof, provided, that original issue discount (amortized over the life of such loan) payable to all 2014-1 Lenders providing such Additional Term Loans made by the 2014-1 Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans Loans) determined as of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 initial funding date for such Additional Term Loans shall not be released from escrow on greater than 0.50% above the Eleventh Amendment Release Date. If applicable margins then in effect for Tranche B1 Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (amortized over the 2014-1 life of such loan) paid to all Lenders of Tranche B1 Term Loans as of the initial funding date for such Additional Term Loans Termination Date occursLoans, the proceeds but exclusive of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth any arrangement, structuring or other fees payable in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together connection therewith that are not shared with all accrued and unpaid interest thereon) to the 2014-1 Additional Lenders of Tranche B1 Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow AgreementLoans).

Additional Term Loans. Subject only (a) The Borrower may, at any time and from time to time after the Amendment No. 4 Effective Date, by notice to the satisfaction or waiver of Administrative Agent, request an increase in the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars Loan Facility (the “2014-1 Additional Term Loans”) to (within the Borrower on limitations herein provided), which notice shall set forth the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 requested borrowing of Additional Term CommitmentLoans. No amount of a 2014-1 The Additional Term Loans may be effected by having one or more New Term Lenders become Lenders under the Term Loan which is repaid Facility and/or by having any one or prepaid more of the then existing Lenders under the Term Loan Facility (at their respective election in their sole discretion) that have been approved by the Borrower may Borrower, the Administrative Agent and the Company (such approval by the Administrative Agent not to be reborrowed hereunder. The 2014-1 unreasonably withheld or delayed), provide Additional Term Loans, provided that (i) each borrowing of Additional Term Loans shall be denominated in Dollarsan amount not less than $5,000,000, (ii) on the applicable Additional Term Loan Effective Date, after giving effect to the borrowing of Additional Term Loans, the Current Term Advance Amount shall not exceed the Term Loan Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.28 would be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or satisfied on a combination thereofpro forma basis for the most recent determination period, provided, that all 2014-1 after giving effect to such borrowing of Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made as if it occurred on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver last day of the conditions set forth in such determination period and (xv) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 any Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If terms and pursuant to the 2014-1 documentation applicable to the Term Loans under the Term Loan Facility immediately prior to the borrowing of such Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow AgreementLoans.

Additional Term Loans. Subject only to In the satisfaction or waiver event of the conditions expressly set forth in Section 4 inclusion of the Eleventh Amendment, each 2014-1 an Additional Term Lender agrees Loan, Borrower, the Guarantors, the Administrative Agent and the new lender(s) or existing Lender(s) providing such Additional Term Loans shall enter into an amendment to make a loan in Dollars this Agreement and the other Loan Documents, as is necessary, to evidence such Additional Term Loan and have it be guaranteed and, as applicable, secured by the other Loan Documents (the “2014-1 Additional Term LoansLoan Amendment”) to ), and all Lenders not providing the Borrower on the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount of a 2014-1 Additional Term Loan which is repaid hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Additional Term Loan shall provide that: (A) the final maturity date of the Additional Term Loan shall be no earlier than any other Facility Termination Date, (B) there shall be no scheduled amortization of the loans or prepaid by reductions of commitments under the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loan, in each case, occurring earlier than any other Facility Termination Date, (C) the Additional Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans and Term Loans and the borrower and guarantors of the Additional Term Loans shall be denominated in Dollarsthe same as the Borrower and Guarantors with respect to the existing Revolving Loans and Term Loans, (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Additional Term Loan shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereofdetermined by the Borrower and the Lender(s) providing such Additional Term Loan, provided, that all 2014-1 (E) the Additional Term Loans made may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Loans and any existing Term Loans as shall be determined by the 2014-1 Borrower and the Lender(s) providing such Additional Term Lenders pursuant to Loan, and (F) the same Borrowing shall, unless otherwise specifically provided herein, consist entirely terms of 2014-1 the Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date Loan shall be placed into escrow with the Eleventh Amendment Escrow Agent on substantially identical to the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only herein with respect to the satisfaction or waiver of the conditions any other existing Term Loan (except as set forth in clauses (xA) Section 5.5 or through (yE) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreementabove). In connection with any Additional Term Loan, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occursBorrower, the proceeds Guarantors, the Administrative Agent and each of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereonLender(s) to the 2014-1 Additional Term Lenders on the 2014-1 providing such Additional Term Loan Maturity Date shall execute and deliver to the Administrative Agent the Term Loan Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence, guarantee or secure the Additional Term Loan including evidence of authority to borrow, certifications and opinions as the Administrative Agent may reasonably require. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Term Loan Amendment. The Term Loan Amendment, without the consent of any other Lender, may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in accordance the reasonable opinion of the Administrative Agent, the Lender(s) providing the Additional Term Loan and the Borrower, to implement the terms of the Additional Term Loan, including any amendments necessary to establish the Additional Term Loan, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent, the Lender(s) providing the Additional Term Loan and the Borrower in connection with the Eleventh Amendment Escrow Agreementestablishment of such Additional Term Loan.

Additional Term Loans. Subject only (a) Xxxxx-Xxxxxxxx shall have the right at any time (so long as (x) no Potential Event of Default or Event of Default then exists and (y) Borrowers' Agent shall have delivered to Administrative Agent a Compliance Certificate for the satisfaction or waiver period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner consistent with the requirements of clause (b) of subsection 5.1(iii) giving pro forma effect to such incurrence and evidencing compliance with the covenants referred to in such Compliance Certificate and a Consolidated Senior Secured Leverage Ratio on a pro forma basis of not more than 2.85:1.0 as of the conditions expressly set forth last day of such period), and from time to time after the Restatement Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in Section 4 of the Eleventh Amendmenteach case, each 2014-1 Additional Term Lender agrees agree to make a loan such loans to Xxxxx-Xxxxxxxx, loans and commitments to make loans in Dollars an aggregate principal amount not to exceed $300,000,000 which loans may be incurred as one or more tranches of additional term loans (the “2014-1 "Additional Term Loans”") as determined by Administrative Agent that are pari passu in all respects to the Borrower on Tranche B Term Loans under a facility that would provide that the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount Loans would have a Weighted Average Life to Maturity of not less than the Tranche B Term Loans and a 2014-1 Additional final maturity no earlier than Tranche B Term Loan which is repaid or prepaid by Maturity Date; provided, that (i) the Borrower may be reborrowed hereunder. The 2014-1 terms and conditions of any Additional Term Loans shall be denominated in Dollarssubstantially similar to those applicable to the Tranche B Term Loans and (ii) the applicable margins (which, for such purposes only, shall be maintained as and/or converted into Base Rate Loans deemed to include all upfront or Eurocurrency Loans similar fees or a combination thereof, provided, that original issue discount (amortized over the life of such loan) payable to all 2014-1 Lenders providing such Additional Term Loans made by the 2014-1 Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such 45 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans Loans) determined as of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 initial funding date for such Additional Term Loans shall not be released from escrow on greater than 0.50% above the Eleventh Amendment Release Date. If applicable margins then in effect for Tranche B Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (amortized over the 2014-1 life of such loan) paid to all Lenders of Tranche B Term Loans as of the initial funding date for such Additional Term Loans Termination Date occursLoans, the proceeds but exclusive of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth any arrangement, structuring or other fees payable in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together connection therewith that are not shared with all accrued and unpaid interest thereon) to the 2014-1 Additional Lenders of Tranche B Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow AgreementLoans).

Additional Term Loans. Subject only The Borrower may from time to time elect to request one or more tranches of additional term loans (each an “Additional Term Loan”), in each case in minimum increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of all such Additional Term Loans does not exceed $182,000,000. The Borrower may arrange for any such Additional Term Loans to be provided by one or more existing Lenders (each Lender so agreeing to provide such Additional Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to provide such Additional Term Loans; provided that (i) each Augmenting Lender, shall be subject to the satisfaction or waiver approval of the conditions expressly set forth Borrower and the Administrative Agent (such approval not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit H hereto and with such changes as reasonably agreed by the Administrative Agent, the Borrower and the Increasing Lender, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit I hereto and with such changes as reasonably agreed by the Administrative Agent, the Borrower and the Augmenting Lender. No consent of any Lender (other than the Lenders participating in any Additional Term Loan) shall be required for any Additional Term Loans pursuant to this Section 4 2.20 and no Lender shall be required to provide any Additional Term Loans without its consent. Additional Term Loans created pursuant to this Section 2.20 shall become effective and be made on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no Additional Term Loans shall become effective and be made under this paragraph unless, (i) on the proposed date of the Eleventh Amendment, each 2014-1 borrowing of such Additional Term Lender agrees Loans, the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Sections 6.08 and 6.09 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date as to make the corporate power and authority of the Borrower to borrow the Additional Term Loans. The Additional Term Loans (a) shall rank pari passu in right of payment with the other Loans, (b) shall not mature earlier than the Maturity Date, (c) shall otherwise be treated substantially the same as the other Loans and (d) shall, for all purposes of this Agreement, be considered Loans on a loan in Dollars pro rata basis with all other Loans outstanding under this facility provided that (x) Additional Term Loans shall initially either be made as Base Rate Loans or be made with an initial Interest Period that ends on the same day (the “2014-1 Rollover Date”) as the first Interest Period for any then existing Loans that ends after the date such Additional Term Loans”Loans are made, (y) to interest accruing on Additional Term Loans until the Borrower Rollover Date shall accrue solely for the benefit of the Lenders that have made such Additional Term Loans and (z) on the Eleventh Amendment Effective Date in Rollover Date, the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount of a 2014-1 Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loans shall be denominated in Dollars, rolled over with then outstanding Loans and all Lenders shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 share pro rata the interest accruing on Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Agreementother then outstanding Loans.

Additional Term Loans. Subject only (a) The Borrower may, at any time and from time to time after the Amendment No. 5 Effective Date, by notice to the satisfaction or waiver of Administrative Agent, request an increase in the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars Loan Facility (the “2014-1 Additional Term Loans”) to (within the Borrower on limitations herein provided), which notice shall set forth the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 requested borrowing of Additional Term CommitmentLoans. No amount of a 2014-1 The Additional Term Loans may be effected by having one or more New Term Lenders become Lenders under the Term Loan which is repaid Facility and/or by having any one or prepaid more of the then existing Lenders under the Term Loan Facility (at their respective election in their sole discretion) that have been approved by the Borrower may Borrower, the Administrative Agent and the Company (such approval by the Administrative Agent not to be reborrowed hereunder. The 2014-1 unreasonably withheld or delayed), provide Additional Term Loans, provided that (i) each borrowing of Additional Term Loans shall be denominated in Dollarsan amount not less than $5,000,000, (ii) on the applicable Additional Term Loan Effective Date, after giving effect to the borrowing of Additional Term Loans, the Current Term Advance Amount shall not exceed the Term Loan Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.28 would be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or satisfied on a combination thereofpro forma basis for the most recent determination period, provided, that all 2014-1 after giving effect to such borrowing of Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made as if it occurred on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver last day of the conditions set forth in such determination period and (xv) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 any Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If terms and pursuant to the 2014-1 documentation applicable to the Term Loans under the Term Loan Facility immediately prior to the borrowing of such Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow AgreementLoans.

Additional Term Loans. Subject only So long as no Default or Event of --------------------- Default then exists or would result therefrom, the Borrower shall have the right at any time on or after January 1, 1999 and on or prior to the satisfaction August 5, 2000 to request on two occasions that one or waiver of the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 more Banks provide Additional Term Lender agrees Loan Commitments to make a loan in Dollars (the “2014-1 Additional Term Loans”, it being understood and agreed, however, that (i) all Additional Term Loans made pursuant to Section 1.01(a)(B) and this Section 1.14 pursuant to each such request shall be made on a single date within 30 days after any such request is made by the Borrower as provided above, provided that all such Additional Term Loans shall be required to be incurred on or prior to August 5, 2000, (ii) no Bank shall be obligated to provide an Additional Term Loan Commitment or make any Additional Term Loans as a result of any such request by the Eleventh Amendment Effective Date in Borrower, (iii) any Bank may provide an Additional Term Loan Commitment (and make an Additional Term Loan pursuant thereto) without the consent of any other Bank but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) the aggregate principal amount of such Lender’s 2014-1 all Additional Term Commitment. No Loans permitted to be made pursuant to Section 1.01(a)(B) and this Section 1.14 shall be $250,000,000, and to the extent that such amount is less than $250,000,000, such amount shall be at least $10,000,000 and in integral multiples of a 2014-1 $1,000,000 in excess thereof, (v) if, after the Borrower has requested the then existing Banks to provide Additional Term Loan Commitments pursuant to this Section 1.14, the Borrower has not received Additional Term Loan Commitments in an aggregate amount equal to that amount of Additional Term Loans which is repaid or prepaid the Borrower desires to incur pursuant to such request (as set forth in the notice provided by the Borrower as provided below), then the Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), request Additional Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency, and (vi) all actions taken by the Borrower pursuant to this Section 1.14 shall be done in coordination with the Administrative Agent. Not less than 30 days, but no more than 60 days, prior to each proposed Additional Term Loan Borrowing Date, the Borrower shall deliver to the Administrative Agent a notice indicating that the Borrower desires to incur Additional Term Loans pursuant to Section 1.01(a)(B) and this Section 1.14, which notice shall specify the proposed Additional Term Loan Borrowing Date and the aggregate principal amount of Additional Term Loans that the Borrower desires to incur on such date. The Administrative Agent shall promptly transmit a copy of such notice to the Banks, together with such other information as the Administrative Agent considers necessary in connection therewith (including any fees that the Borrower has agreed to pay to those Banks which will provide the Additional Term Loans to be made pursuant to such request). Together with each notice delivered by the Borrower to the Administrative Agent pursuant to this Section 1.14, the Borrower also shall deliver evidence satisfactory to the Administrative Agent, including an officer's certificate of the Borrower (accompanied by any required financial calculations in reasonable detail) and an opinion of counsel for the Borrower, that the incurrence of such Additional Term Loans does not violate the terms of the Senior Note Documents, which opinion of counsel also shall cover such other customary matters as the Administrative Agent may reasonably request. In connection with each incurrence of Additional Term Loans pursuant to Section 1.01(a)(B) and this Section 1.14, the Banks hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Borrower and the Administrative Agent shall take all such actions as may be reborrowed hereunder. The 2014-1 necessary to ensure that all Banks with outstanding Term Loans (including the Additional Term Loans to be made on the respective Additional Term Loan Borrowing Date) participate in each Borrowing of outstanding Term Loans on a pro rata basis (including by having such Additional Term Loans spread --- ---- out over the then outstanding Borrowings of Term Loans on a pro rata basis even --- ---- though as a result thereof such Additional Term Loans may effectively have a shorter Interest Period than the then existing Term Loans), and it is hereby agreed that to the extent such Additional Term Loans are spread out over the then outstanding Borrowings of Term Loans, the Banks that have made such Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 entitled to receive an effective interest rate on such Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant equal to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely Eurodollar Rate as in effect two Business Days prior to the incurrence of 2014-1 such Additional Term Loans plus the then Applicable Margin until the end of the same Typethen respective current Interest Periods. The proceeds of To the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only extent that any Person that is not already a then existing Bank is going to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 make an Additional Term Loan Maturity Date in accordance with pursuant to Section 1.01(a)(B) and this Section 1.14, such Person shall enter into such documentation as may reasonably be requested by the Eleventh Amendment Escrow Administrative Agent to join such Person as a "Bank" party to this Agreement.

Additional Term Loans. Subject only (a) Xxxxx-Xxxxxxxx shall have the right at any time (so long as (x) no Potential Event of Default or Event of Default then exists and (y) Borrowers’ Agent shall have delivered to Administrative Agent a Compliance Certificate for the satisfaction or waiver period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner consistent with the requirements of clause (b) of subsection 5.1(iii) giving pro forma effect to such incurrence and evidencing compliance with the covenants referred to in such Compliance Certificate and a Consolidated Senior Secured Leverage Ratio on a pro forma basis of not more than 2.85:1.0 as of the conditions expressly set forth last day of such period), and from time to time after the Second Restatement Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in Section 4 of the Eleventh Amendmenteach case, each 2014-1 Additional Term Lender agrees agree to make a loan such loans to Xxxxx-Xxxxxxxx, loans and commitments to make loans in Dollars an aggregate principal amount not to exceed $300,000,000 which loans may be incurred as one or more tranches of additional term loans (the “2014-1 Additional Term Loans”) as determined by Administrative Agent that are pari passu in all respects to the Borrower on Tranche B1 Term Loans, Domestic Tranche C Term Loans and Tranche D Term Loans under a facility that would provide that the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount Loans would have a Weighted Average Life to Maturity of not less than the Tranche B1 Term Loans and a 2014-1 Additional final maturity no earlier than Tranche B1 Term Loan which is repaid or prepaid by Maturity Date; provided, that (i) the Borrower may be reborrowed hereunder. The 2014-1 terms and conditions of any Additional Term Loans shall be denominated in Dollarssubstantially similar to those applicable to the Tranche B1 Term Loans and (ii) the applicable margins (which, for such purposes only, shall be maintained as and/or converted into Base Rate Loans deemed to include all upfront or Eurocurrency Loans similar fees or a combination thereof, provided, that original issue discount (amortized over the life of such loan) payable to all 2014-1 Lenders providing such Additional Term Loans made by the 2014-1 Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans Loans) determined as of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 initial funding date for such Additional Term Loans shall not be released from escrow on greater than 0.50% above the Eleventh Amendment Release Date. If applicable margins then in effect for Tranche B1 Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (amortized over the 2014-1 life of such loan) paid to all Lenders of Tranche B1 Term Loans as of the initial funding date for such Additional Term Loans Termination Date occursLoans, the proceeds but exclusive of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth any arrangement, structuring or other fees payable in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together connection therewith that are not shared with all accrued and unpaid interest thereon) to the 2014-1 Additional Lenders of Tranche B1 Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow AgreementLoans).

Additional Term Loans. Subject only Upon Holding's written notice to the satisfaction Agent, on the Subsequent Effective Date one or waiver more Additional Banks may become parties to this Agreement for the purpose of making additional Term Loans in an aggregate amount not to exceed $6,416,666.67 (each Additional Bank's Pro Rata Share of such amount, an "Additional Term Commitment"). On the conditions expressly set forth in Section 4 of the Eleventh AmendmentSubsequent Effective Date, each 2014-1 Additional Term Lender agrees to Bank shall make a new single loan denominated in Dollars (the “2014-1 Additional Term Loans”) to the Borrower on the Eleventh Amendment Effective Date Holdings in the aggregate principal amount of such Lender’s 2014-1 Bank's Pro Rata Share of the Additional Term Commitment. No amount of a 2014-1 Commitment (the "Additional Term Loan which is repaid or prepaid by Loan") upon the Borrower terms and subject to the conditions contained herein, as such terms and conditions may be reborrowed hereunderamended pursuant to Section 11.01 hereof, and any Additional Banks shall become parties to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Bank for all purposes of this Agreement from and after the Subsequent Effective Date. The 2014-1 Once the Additional Term Loans shall be denominated in Dollarshave been made pursuant to this Agreement, (i) Schedule 2.01 hereto shall be maintained as and/or converted into Base deemed to have been amended to include all Additional Banks party to this Agreement together with such Additional Banks' respective Term Commitment and Pro Rate Loans or Eurocurrency Loans or a combination thereofShare, provided(ii) Schedule 2.01 hereto shall be deemed to have been amended to adjust the Pro Rata Share of all other Banks party hereto, that all 2014-1 (iii) Schedule 2.09 hereto shall be deemed to have been amended to include the then applicable Term Loan amortization schedule based upon the percentages set forth therein, and (iv) the definitions of "Aggregate Term Commitment" and "Aggregate Commitment" shall be deemed to have been amended to include the Additional Term Loans Commitments made by such Additional Banks on the 2014-1 Additional Subsequent Effective Date. On and after the Subsequent Effective Date, the Effective Amount of all outstanding Revolving Loans plus the Effective Amount of all Swingline Loans plus the Effective Amount of all L/C Obligations plus the Effective Amount of all outstanding Term Lenders pursuant to Loans shall not exceed the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 then applicable Aggregate Commitment. The Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Banks shall be deemed to be Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, such Banks under this Agreement and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with other Loan Documents for all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Agreementpurposes.

Additional Term Loans. Subject only The Borrower may, at its option, on one or more occasions prior to the satisfaction Maturity Date, seek to receive one or waiver of the conditions expressly set forth in more additional term loans pursuant to this Section 4 of the Eleventh Amendment, 2.20 (each 2014-1 an “Additional Term Lender agrees Loan”). The Borrower may request Additional Term Loans in a minimum aggregate amount for all Additional Term Loans to make be made on a loan specified day of not less than $50,000,000 or an increment of $5,000,000 in Dollars excess thereof by written notice to the Administrative Agent, which notice shall be delivered at a time when no Default has occurred and is continuing and which notice shall specify (a) the “2014-1 proposed date of such Additional Term Loans”, which shall (i) be a Business Day upon which a new Interest Period will commence with respect to all outstanding Loans (by virtue of either the expiry of pre-existing Interest Periods or an election made by the Borrower pursuant to Section 2.08) and (ii) be not less than ten Business Days (or such shorter period as may be acceptable to the Borrower on Administrative Agent and the Eleventh Amendment Effective Date in Persons making the Additional Term Loans (each an “Additional Lender”)), nor more than forty-five days after the date of such notice, (b) the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No Loans, (c) the Type of Loans selected and (d) in the case of a Eurodollar Rate Loan Borrowing, the Interest Period applicable thereto; provided, that the aggregate amount of all Additional Term Loans made pursuant to this Section 2.20 shall not exceed $300,000,000 (resulting in a 2014-1 maximum Aggregate Loan Amount of $600,000,000). The Borrower may, after giving such notice, offer the Additional Term Loan which is repaid on either a ratable basis to the Lenders or prepaid by a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Administrative Agent. Any Lender may, in its sole discretion, accept or reject any offer from the Borrower may to make an Additional Term Loan. No consent of any Lender (other than the Lenders participating in such Additional Term Loan) shall be reborrowed hereunderrequired for any Additional Term Loan pursuant to this Section 2.20. The 2014-1 No Additional Term Loans shall be denominated required to be made unless (a) the Additional Lenders, the Borrower and the Administrative Agent shall have entered into an agreement in Dollarsform reasonably satisfactory to the Administrative Agent pursuant to which (i) each Additional Lender shall agree to the amount of the new Additional Term Loan to be made by it, (ii) each Additional Lender not party to this Agreement prior to the date of such Additional Term Loan shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or agree to assume and accept the obligations and rights of a combination thereofLender hereunder, provided, that all 2014-1 (iii) the Borrower shall deliver a certificate of a Responsible Officer of the Borrower dated the date of the making of the new Additional Term Loans made by in form and substance satisfactory to the 2014-1 Administrative Agent evidencing the Borrower’s compliance, on a pro forma basis after giving effect to the proposed Additional Term Lenders pursuant to Loans, with the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans financial covenants herein recomputed as of the same Type. The proceeds last day of the 2014-1 Additional Term Loans made on most recently ended fiscal quarter of the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of Borrower for which financial statements are available, and (b) the conditions set forth in paragraphs (xa) and (b) of Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, 4.02 shall be satisfied and the additional conditions expressly Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower. Substantially contemporaneously with the satisfaction of the foregoing conditions, each Additional Lender shall make available to the Administrative Agent for the account of the Borrower the amount of its Additional Term Loan in immediately available funds as set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release DateSection 2.03(b). If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Each Additional Term Loan Maturity Date in accordance with shall be a “Loan” hereunder subject to all the Eleventh Amendment Escrow Agreementterms and conditions hereof.

Additional Term Loans. Subject only If the 364-Day Loans have been paid in full and all the 364-Day Commitments have been terminated, then, prior to the satisfaction or waiver of Facility Termination Date, the Borrower shall have the right, subject to the terms and conditions expressly set forth in Section 4 of the Eleventh Amendmentbelow, each 2014-1 Additional Term Lender agrees to make a loan in Dollars borrow additional term loans (the “2014-1 Additional Term Loans”) from one or more existing Lenders (provided that no Lender shall be required to make all or any portion of the Additional Loans without its prior written consent, which consent is to be given in each Lender’s sole discretion) and/or one or more institutions that are not existing Lenders but are approved by the Agent and the Borrower; provided that (a) no Unmatured Default or Default shall exist either at the time of the request or the making of the Additional Loans (or will result from the making of the Additional Loans), (b) the Additional Loans shall be in a minimum amount of $10,000,000 (and in integral multiples of $1,000,000 in excess thereof), (c) the Additional Loans may only be made subsequent to the Borrower on date that is ninety (90) days after the Eleventh Amendment Effective Date and shall neither mature earlier than six months after the Facility Termination Date nor have, with respect to any amortization schedule for such Additional Loans, an “average life” shorter than the Term Loans, (d) the Additional Loans shall be in the a maximum aggregate principal amount of $500,000,000 and (e) this Agreement and any other Loan Document will be amended to incorporate the Additional Loans and reflect that, among other things, the Additional Loans shall constitute Obligations and shall be pari passu with the Terms Loans and such Lender’s 2014-1 amendment shall reflect the pricing, maturity and amortization of the Additional Term Commitment. No amount of a 2014-1 Loans and such other terms concerning the Additional Term Loan which is repaid or prepaid Loans as required by the Agent and the Lenders who agree to make the Additional Loan; provided that if the terms of the Additional Loans are not similar to the terms of the Revolving Loans and Term Loans, the Borrower may be reborrowed hereunder. The 2014-1 agrees, at the request of the Agent and the Required Lenders, to further amend this Agreement and other Loan Documents to cause such terms applicable to the Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made selected by the 2014-1 Additional Term Agent and the Required Lenders pursuant to become applicable to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Revolving Loans and Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow AgreementLoans.

Additional Term Loans. Subject only The Borrower may, at its option, on one or more occasions prior to the satisfaction Maturity Date, seek to receive one or waiver of the conditions expressly set forth in more additional term loans pursuant to this Section 4 of the Eleventh Amendment, 2.20 (each 2014-1 an “Additional Term Lender agrees Loan”). The Borrower may request Additional Term Loans in a minimum aggregate amount for all Additional Term Loans to make be made on a loan specified day of not less than $50,000,000 or an increment of $5,000,000 in Dollars excess thereof by written notice to the Administrative Agent, which notice shall be delivered at a time when no Default has occurred and is continuing and which notice shall specify (a) the “2014-1 proposed date of such Additional Term Loans”, which shall (i) be a Business Day upon which a new Interest Period will commence with respect to all outstanding Loans (by virtue of either the expiry of pre-existing Interest Periods or an election made by the Borrower pursuant to Section 2.08) and (ii) be not less than ten Business Days (or such shorter period as may be acceptable to the Borrower on Administrative Agent and the Eleventh Amendment Effective Date in Persons making the Additional Term Loans (each an “Additional Lender”)), nor more than forty-five days after the date of such notice, (b) the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No Loans, (c) the Type of Loans selected and (d) in the case of a Eurodollar Rate Loan Borrowing, the Interest Period applicable thereto; provided, that the aggregate amount of all Additional Term Loans made pursuant to this Section 2.20 shall not exceed $300,000,000 (resulting in a 2014-1 maximum Aggregate Loan Amount of $800,000,000). The Borrower may, after giving such notice, offer the Additional Term Loan which is repaid on either a ratable basis to the Lenders or prepaid by a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Administrative Agent. Any Lender may, in its sole discretion, accept or reject any offer from the Borrower may to make an Additional Term Loan. No consent of any Lender (other than the Lenders participating in such Additional Term Loan) shall be reborrowed hereunderrequired for any Additional Term Loan pursuant to this Section 2.20. The 2014-1 No Additional Term Loans shall be denominated required to be made unless (a) the Additional Lenders, the Borrower and the Administrative Agent shall have entered into an agreement in Dollarsform reasonably satisfactory to the Administrative Agent pursuant to which (i) each Additional Lender shall agree to the amount of the new Additional Term Loan to be made by it, (ii) each Additional Lender not party to this Agreement prior to the date of such Additional Term Loan shall agree to assume and accept the obligations and rights of a Lender hereunder, (iii) this Agreement shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or amended to reflect the Additional Term Loans, (iv) the Borrower shall deliver a combination thereof, provided, that all 2014-1 certificate of a Responsible Officer of the Borrower dated the date of the making of the new Additional Term Loans made by in form and substance satisfactory to the 2014-1 Administrative Agent evidencing the Borrower’s compliance, on a pro forma basis after giving effect to the proposed Additional Term Lenders pursuant to Loans, with the same Borrowing shallfinancial covenants herein recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, unless otherwise specifically provided hereinand (v) the pricing, consist entirely amortization, maturity and other terms of 2014-1 such Additional Term Loans shall be identical to those of the same Type. The proceeds of the 2014-1 Additional Initial Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of Loans, and (b) the conditions set forth in paragraphs (xa) and (b) of Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, 4.02 shall be satisfied and the additional conditions expressly Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower. Substantially contemporaneously with the satisfaction of the foregoing conditions, each Additional Lender shall make available to the Administrative Agent for the account of the Borrower the amount of its Additional Term Loan in immediately available funds as set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release DateSection 2.03(b). If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Each Additional Term Loan Maturity Date in accordance with shall be a “Loan” hereunder subject to all the Eleventh Amendment Escrow Agreementterms and conditions hereof.