Common use of Making of Term Loans Clause in Contracts

Making of Term Loans. Prior to the Effective Date, certain “Term Loans” were made to the Borrower under (and as defined in) the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Term Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Article VI, the Existing Term Loans shall be reevidenced as Tranche A Term Loans under this Agreement. Subject to the terms and conditions hereof, each Tranche B Term Loan Lender severally and not jointly agrees to make Tranche B Term Loans to the Borrower in up to three (3) installments during the Tranche B Term Loan Availability Period in an aggregate principal amount for all such Tranche B Term Loan Lenders and Tranche B Term Loans not to exceed $275,000,000 and, with respect to each Tranche B Term Loan Lender, in a principal amount equal to such Lender’s Tranche B Term Loan Commitment Percentage of the aggregate principal amount of the Tranche B Term Loans being requested by the Borrower; provided, that after giving effect thereto, the aggregate amount of all Tranche B Term Loans made by each Tranche B Term Loan Lender shall not exceed such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment. Upon a Lender’s funding of all or any portion of its Tranche B Term Loan Commitment, such Tranche B Term Loan Commitment of such Lender shall terminate by the amount so funded. Any undrawn portion of the Tranche B Term Loan Commitments shall be reduced to zero at the expiration of the Tranche B Term Loan Availability Period.

Making of Term Loans. Prior to the Effective Date, certain “Tranche A-1 Term Loans” and “Tranche A-2 Term Loans” were made to the Borrower under (and as defined in) the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans “Tranche A-1 Term Loans” being hereinafter referred to as the “Existing Tranche A-1 Term Loans” and such outstanding “Tranche A-2 Term Loans” being hereinafter referred to as the “Existing Tranche A-2 Term Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Article VI, the Existing Tranche A-1 Term Loans and the Existing Tranche A-2 Term Loans shall be reevidenced as Tranche A A-1 Term Loans and Tranche A-2 Term Loans under this Agreement. Subject Amounts of any Term Loan (including any Additional Term Loan Advances or New Term Loans) that are repaid may not be re-borrowed; provided, however, that during the Term Loan Commitment Period, the Borrower shall have the right (in up to the terms three (3) separate advances) to re-borrow (and conditions hereof, each Tranche B A-2 Term Loan Lender severally and not jointly agrees to make make) any Tranche B A-2 Term Loans that were repaid prior to such re-borrowing date in accordance with and subject to the Borrower terms and conditions of this Section (each, a “Tranche A-2 Term Loan Re-Borrowing”), provided that (i) each Tranche A-2 Term Loan Re-Borrowing shall be in up to a minimum amount of $10,000,000, and not more than three (3) installments during the Tranche B A-2 Term Loan Availability Period in an aggregate principal amount for Re-Borrowings may be permitted, (ii) all such Tranche B A-2 Term Loan Lenders and Tranche B Term Loans not to exceed $275,000,000 and, with respect to each Tranche B Term Loan Lender, in a principal amount equal to such Lender’s Tranche B Re-Borrowings shall be made no later than the last day of the Term Loan Commitment Percentage of Period, (iii) the aggregate principal amount of such Tranche A-2 Term Loan Re-Borrowings shall not exceed the Tranche B Term Loans being requested by the Borrower; provided, that after giving effect thereto, amount of the aggregate unused Tranche A-2 Term Loan Commitments on the date of such Tranche A-2 Term Loan Re-Borrowing, (iv) the outstanding principal amount of all Tranche B A-2 Term Loans made by each any Tranche B A-2 Term Loan Lender to the Borrower shall not exceed such Tranche B A-2 Term Loan Lender’s Tranche B Term Loan Commitment. Upon a Lender’s funding of all or any portion of its Tranche B A-2 Term Loan Commitment, such and (v) the outstanding principal amount of any Tranche B A-2 Term Loan Re-Borrowing, once repaid, may not be thereafter re-borrowed. Upon the expiration of the Term Loan Commitment of such Lender shall terminate by the amount so funded. Any undrawn portion of the Period, all undisbursed Tranche B A-2 Term Loan Commitments shall be reduced to zero at the expiration of the Tranche B Term Loan Availability Periodautomatically and permanently cancelled.

Making of Term Loans. Prior to the Effective Date, certain “Term Loans” were made to the Borrower under (and as defined in) the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Term Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Article VI, the Existing Term Loans shall be reevidenced as Tranche A Term Loans under this Agreement. Subject to the terms and conditions hereofincluding Section 2.14, each Tranche B Term Loan Lender severally and not jointly agrees to make Tranche B Term Loans in Dollars to the Borrower from time to time in up to three (3) installments Borrowings during the Tranche B Availability Period in a principal amount requested by the Borrower in the Notice of Borrowing not to exceed such Xxxxxx’s Term Loan Commitment; provided that (i) all Borrowings of Term Loans shall be made no later than the last day of the Availability Period, (ii) the aggregate principal amount of any such Borrowing of Term Loans shall not exceed the amount of the unused total Term Loan Commitments on the date of such Borrowing of Term Loans, and (iii) the principal amount of Term Loans made by any Term Loan Lender to the Borrower shall not exceed such Term Loan Lender’s Term Loan Commitment. The Term Loan Commitments of the Term Loan Lenders to make the Term Loans shall expire on the last day of the Availability Period (regardless of whether the Borrower has fully utilized the Term Loan Commitments). Each Borrowing under this Section 2.1(a) shall be in an aggregate principal amount for all such Tranche B of at least $25,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be made from the several Term Loan Lenders and Tranche B Term Loans not ratably in proportion to exceed $275,000,000 and, with respect to each Tranche B their respective Term Loan LenderCommitments. Subject to Section 5.2, each Borrowing shall be comprised entirely of Base Rate Loans or Term Benchmark Loans as the Borrower may request in a principal accordance herewith. No amount equal to such Lender’s Tranche B repaid or prepaid on any Term Loan Commitment Percentage of the aggregate principal amount of the Tranche B Term Loans being requested by the Borrower; provided, that after giving effect thereto, the aggregate amount of all Tranche B Term Loans made by each Tranche B Term Loan Lender shall not exceed such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment. Upon a Lender’s funding of all or any portion of its Tranche B Term Loan Commitment, such Tranche B Term Loan Commitment of such Lender shall terminate by the amount so funded. Any undrawn portion of the Tranche B Term Loan Commitments shall may be reduced to zero at the expiration of the Tranche B Term Loan Availability Periodborrowed again.

Making of Term Loans. Prior to the Effective Date, certain “Term Loans” were made to the Borrower under (and as defined in) the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Term Loans”). Subject to the terms and conditions set forth in this Agreementhereof, the Borrower and each of the Lenders agree that on the Effective Date but subject Date, each Term Loan Lender severally and not jointly agrees to make, or continue to make a portion of the Existing Loans available as, a Term Loan to the satisfaction Borrower in the aggregate principal amount equal to such Lender’s Term Loan Commitment Percentage of $1.0 billion (the conditions precedent set forth “Initial Term Loan Amount”), in Article VI, accordance with the Existing Term Loans shall be reevidenced as Tranche A Term Loans under this Agreementterms hereof. Subject to the terms and conditions hereof, each Tranche B Term Loan Lender severally and not jointly agrees to make Tranche B additional Term Loans to the Borrower in up to three four (34) installments during the Tranche B Term Loan Availability Period in an aggregate principal amount for all such Tranche B Term Loan Lenders and Tranche B Term Loans not to exceed $275,000,000 200,000,000 and, with respect to each Tranche B Term Loan Lender, in a principal amount equal to such Lender’s Tranche B Term Loan Commitment Percentage of the aggregate principal amount of the Tranche B additional Term Loans being requested by the Borrower; provided, that after giving effect thereto, the aggregate amount of all Tranche B Term Loans made by each Tranche B Term Loan Lender shall not exceed such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment. Upon a Lender’s funding of all or any portion of its Tranche B Term Loan Commitment, such Tranche B the Term Loan Commitment of such Lender shall terminate by the amount so fundedfunded (it being understood that any Continuation of Existing Loans on the Effective Date shall be deemed to constitute funding for purposes of this sentence). In the event that the Borrower does not Continue and/or borrow the full Initial Term Loan Amount on the Effective Date as contemplated by this Agreement, the Term Loan Commitments shall be reduced by an amount equal to any such undrawn portion of the Initial Term Loan Amount on such date. Any undrawn portion of the Tranche B Term Loan Commitments shall be reduced to zero at the expiration of the Tranche B Term Loan Availability Period.

Making of Term Loans. Prior Pursuant to the Effective DateExisting Term Loan Agreement, certain “Term Loans” were Loan Lenders made to the Borrower under term loans in certain tranches (and as defined in) the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Term Loans”). Subject ) to the terms and conditions set forth in this AgreementBorrower, the Borrower and aggregate outstanding principal amount of which in each of the Lenders agree that applicable Tranche on the Effective Date but subject (without giving effect to the satisfaction any of the conditions precedent transactions contemplated by this Agreement) is set forth in Article VIon Schedule I, the Existing and such amounts shall be deemed to be outstanding Term Loans shall be reevidenced as in the applicable Tranche A Term Loans under this Agreementhereunder on the Effective Date. Subject to the terms and conditions hereof, on the Effective Date, each Tranche B Term Loan Lender severally and not jointly agrees to make an Additional Term Loan in the applicable Tranche (Tranche A, Tranche B or Tranche C) as set forth on Schedule I, and after giving effect to any reallocation of its Existing Term Loans to the applicable Tranches specified on Schedule I in Dollars to the Borrower in up to three (3) installments during the Tranche B Term Loan Availability Period in an aggregate principal amount for all such Tranche B Term Loan Lenders and Tranche B Term Loans not to exceed $275,000,000 and, with respect to each Tranche B Term Loan Lender, in a principal amount equal to the amount, if any, by which (x) the amount of such Term Loan Lender’s Tranche B Term Loan Commitment Percentage for any applicable Tranche described in clause (a) of the definition thereof exceeds (y) the aggregate outstanding principal amount of the Tranche B such Term Loan Lender’s Existing Term Loans being requested by the Borrower; provided, that (after giving effect thereto, the aggregate amount to any reallocation of all Tranche B its Existing Term Loans made by each Tranche B to the applicable Tranches specified on Schedule I), if any (it being agreed that a Term Loan Lender shall not exceed be required to make an Additional Term Loan on the Effective Date absent such Tranche B an excess). Upon a Term Loan Lender’s Tranche B funding of its Additional Term Loan Commitment. Upon a Lender’s funding of all or any portion of its Tranche B Term Loan Commitmentto the applicable Tranche(s), such Tranche B if required, on the Effective Date, the Term Loan Commitment of such Term Loan Lender shall terminate by the amount so funded. Any undrawn portion terminate, and upon completion of the Tranche B reallocations pursuant to Section 2.17. on the Effective Date, the Term Loan Commitments shall be reduced to zero at the expiration of the Tranche B all other Term Loan Availability PeriodLenders shall terminate. Amounts deemed outstanding or borrowed under this Section 2.2(a) and repaid or prepaid may not be reborrowed.

Making of Term Loans. Prior to (i) At the Effective Date, certain “Term Loans” were made to the Borrower under (and as defined in) the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Term Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the satisfaction of time all the conditions precedent set forth in Article VISection 5.1. have been fulfilled or waived by all of the Lenders: (A) the Administrative Agent, the Borrower and each 5-Year Term Loan Lender (an “Existing Term Lender”) holding an outstanding “Loan” under and as defined in the Existing Term Loan Agreement (an “Existing Term Loan”) agree that such Existing Term Loans shall be reevidenced as Tranche A deemed to be 5-Year Term Loans outstanding under this Agreement. Subject ; (B) each Existing Term Lender whose 5-Year Term Loan Commitment exceeds the outstanding principal amount of such Lender’s Existing Term Loan immediately prior to the terms Effective Date severally and conditions hereof, not jointly agrees to increase the amount of its 5-Year Term Loan by an amount equal to the amount of such excess; and (C) each Tranche B 5-Year Term Loan Lender that was not a “Lender” under and as defined in the Existing Term Loan Agreement immediately prior to the Effective Date severally and not jointly agrees to make Tranche B a 5-Year Term Loans Loan to the Borrower in up to three (3) installments during the Tranche B Term Loan Availability Period in an aggregate principal amount for all such Tranche B Term Loan Lenders and Tranche B Term Loans not to exceed $275,000,000 and, with respect to each Tranche B Term Loan Lender, in a principal amount equal to the amount of such Lender’s Tranche B 5-Year Term Loan Commitment Percentage described in clause (A) of the aggregate definition thereof. Each Existing Term Lender whose 5-Year Term Loan Commitment exceeds the outstanding principal amount of such Lender’s Existing Term Loan immediately prior to the Effective Date (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Existing Term Loans of the Existing Term Lenders whose 5-Year Term Loan Commitments are less than the outstanding principal amount of such Lenders’ Existing Term Loans immediately prior to the Effective Date (each an “Assignor Lender”), so that after giving effect to such purchases the principal amount of each Existing Term Lender’s 5-Year Term Loan shall be equal to the amount of such Existing Term Lender’s 5-Year Term Loan Commitment as set forth on Schedule I. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for 5-Year Term Notes to be provided pursuant to Section 5.1.(a), no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments. On the Effective Date, the Administrative Agent shall use the proceeds of the 5-Year Term Loans being made by 5-Year Term Loan Lenders that are not Existing Term Lenders to repay the outstanding principal amount of the Tranche B Existing Term Loans being requested by owing to each of the Borrower; provided, “Lenders” under and as defined in the Existing Term Loan Agreement that after giving effect theretoare not 5-Year Term Loan Lenders. Upon the 5-Year Term Loan Lenders’ funding of the 5-Year Term Loans on the Effective Date and the consummation of the purchases of 5-Year Term Loans between the Assignor Lenders and Assignee Lenders as provided above, the aggregate amount of all Tranche B Term Loans made by each Tranche B Term Loan Lender shall not exceed such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment. Upon a Lender’s funding of all or any portion of its Tranche B Term Loan Commitment, such Tranche B 5-Year Term Loan Commitment of such Lender shall terminate by the amount so funded. Any undrawn portion of the Tranche B Term Loan Commitments shall be reduced to zero at the expiration of the Tranche B Term Loan Availability Periodterminate.

Making of Term Loans. Prior to the Effective Date, certain “Term Loans” were made to the Borrower under (and as defined in) the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Term Loans”). Subject to the terms and conditions set forth in this Agreement, (i) each Tranche A-1 Term Loan Lender agrees, severally and not jointly, to make a Tranche A-1 Term Loan to the Borrower and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Article VI, the Existing Term Loans shall be reevidenced as Tranche A Term Loans under this Agreement. Subject to the terms and conditions hereof, each Tranche B Term Loan Lender severally and not jointly agrees to make Tranche B Term Loans to the Borrower in up to three (3) installments during the Tranche B Term Loan Availability Period in an aggregate principal amount for all such Tranche B Term Loan Lenders and Tranche B Term Loans not to exceed $275,000,000 and, with respect to each Tranche B Term Loan Lender, in a principal amount equal to such Lender’s Tranche B Term Loan Commitment Percentage of the aggregate principal amount of the Tranche B Term Loans being requested by the Borrower; provided, that after giving effect thereto, the aggregate amount of all Tranche B Term Loans made by each Tranche B Term Loan Lender shall not exceed such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment. Upon a Lender’s funding of all or any portion of its Tranche B Term Loan Commitment, such Tranche B A-1 Term Loan Commitment of such Tranche A-1 Term Loan Lender; and (ii) each Tranche A-2 Term Loan Lender shall terminate by agrees, severally and not jointly, to make a Tranche A-2 Term Loan to the Borrower on the Effective Date in an amount so fundedequal to the Tranche A-2 Term Loan Commitment of such Tranche A-2 Term Loan Lender. Any undrawn portion The Borrower may make only one borrowing under each of the Tranche B A-1 Term Loan Commitments Commitment and Tranche A-2 Term Loan Commitment, which in each case shall be reduced on the Effective Date. Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed. Subject to zero at the expiration of Section 2.11 and Section 2.12, all amounts owed hereunder with respect to the Tranche B A-1 Term Loans and Tranche A-2 Term Loans shall be paid in full no later than the Termination Date applicable to such Term Loans. Each Lender’s Tranche A-1 Term Loan Availability PeriodCommitment and Tranche A-2 Term Loan Commitment shall terminate immediately and without further action on the Effective Date after giving effect to the funding of such Lender’s Tranche A-1 Term Loan Commitment and Tranche A-2 Term Loan Commitment on the Effective Date.