Common use of Term B Loans Clause in Contracts

Term B Loans. (a) The Successor Administrative Agent has prepared a schedule (the “Initial Term Loan B Commitment Schedule”) which sets forth the allocated commitments in respect of the Term B Loans (the “Initial Scheduled Term B Loan Commitments”) received by it from the Initial Term B Facility Lenders on the Amendment Effective Date. The Successor Administrative Agent has notified each Converting Lender and each Initial Term B Facility Lender of its allocated Initial Scheduled Term B Loan Commitment, and each of the Fronting Term B Lender and the Converting Lenders has provided its consent to the terms set forth in this agreement to each of the Original Administrative Agent and the Successor Administrative Agent. (b) Upon the occurrence of the Amendment Effective Date: (i) the outstanding aggregate principal amount of each Converting 2007 Term Loan Lender’s outstanding Existing 2007 Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2007 Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing 2007 Term Loan Conversion”); (ii) the outstanding aggregate principal amount of each Converting 2012 Incremental Term Loan Lender’s outstanding Existing 2012 Incremental Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2012 Incremental Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing 2012 Incremental Term Loan Conversion”); (iii) the outstanding aggregate principal amount of each Converting February 2012 Term Loan Lender’s outstanding Existing February 2012 Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2012 Incremental Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing February 2012 Term Loan Conversion”); and (iv) the outstanding aggregate principal amount of each Converting May 2012 Term Loan Lender’s outstanding Existing May 2012 Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2012 Incremental Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing May 2012 Term Loan Conversion” and, together with the Existing 2007 Term Loan Conversion, the Existing 2012 Incremental Term Loan Conversion and the Existing May 2012 Term Loan Conversion, the “Term Loan Conversion”); (c) each Converting Lender shall be deemed to have “made available” its Term B Loans to the Borrower on the Amendment Effective Date by way of the Term Loan Conversion for the purposes of Section 2.01(a) of the Restated Credit Agreement; (d) the Fronting Term B Lender shall make new loans (the “New Term B Loans”) to the Borrower on the Amendment Effective Date in the aggregate principal amount equal to the Initial Scheduled Term B Loan Commitment of the Fronting Term B Lender, which shall constitute the making available of a Term B Loan for the purposes of Section 2.01(a) of the Restated Credit Agreement; (e) the proceeds of the New Term B Loans shall be used by the Borrower, inter alia, to repay in full in cash (i) the aggregate principal amount of the Existing 2007 Term Loans, (ii) the aggregate principal amount of the Existing 2012 Incremental Term Loans, (iii) the aggregate principal amount of the Existing February 2012 Term Loans and (iv) the aggregate principal amount of the Existing May 2012 Term Loans, in each case outstanding on the Amendment Effective Date immediately prior to giving effect to this Agreement, that are not subject to the Term Loan Conversion; (f) For the purposes of clause (d) above, proceeds of the New Term B Loans shall be paid by the Fronting Term B Lender to the Original Administrative Agent who, upon receipt thereof shall repay the Existing Term Loans outstanding on the Amendment Effective Date, immediately prior to giving effect to this Agreement, as directed by the Successor Administrative Agent. (g) On the Amendment Effective Date, the Borrower shall pay in cash: (i) all interest and fees accrued in relation to the Existing Term Loans to (but excluding) the Amendment Effective Date, whether or not otherwise due and payable under the Original Credit Agreement (including accrued and unpaid interest on all Existing Term Loans subject to the Term Loan Conversion) and (ii) to each Converting Lender and each Non-Converting Lender, all costs due pursuant to Section 3.05 of the Original Credit Agreement.

Term B Loans. (a) Subject to the terms and conditions hereof, each Original Lender with an Original Term B Loan (other than a Reduced Lender) who executes and delivers a counterpart of this Amendment and Restatement severally agrees to exchange its Original Term B Loans for a like outstanding principal amount of Term B Loans on the Second Amendment and Restatement Effective Date, which exchange shall be deemed to be the making of a Term B Loan by such Lender for such amount. (b) The Successor Administrative Agent has prepared Borrower shall prepay all Original Term B Loans of Original Lenders that do not execute and deliver a schedule counterpart of this Amendment and Restatement on the Second Amendment and Restatement Effective Date and the Reduced Lenders with a portion of the gross proceeds of such Term B Loans and, by its signature below, each Lender exchanging its Original Term B Loan for a Term B Loan and each Reduced Lender consents to such prepayment. Any such prepayment may be effected on the Second Amendment and Restatement Effective Date without regard to any notice requirement, minimum principal amount or pro rata allocation provision otherwise applicable thereto under this Agreement. (c) The Borrower shall pay all accrued and unpaid interest under the “Initial Original Credit Agreement on the Original Term Loan B Commitment Schedule”Loans to the Original Lenders holding Original Term B Loans on the Second Amendment and Restatement Effective Date and any breakage loss or expense under Section 2.13 of this Agreement. On the Second Amendment and Restatement Effective Date, the Original Term B Loans shall be deemed paid in full and discharged. (d) which sets forth the allocated commitments in respect The holders of the Term B Loans (shall be entitled to the “Initial Scheduled Term B Loan Commitments”) received by it from same guarantees and security interests pursuant to the Initial Term B Facility Lenders on the Amendment Effective Date. The Successor Administrative Agent has notified each Converting Lender and each Initial Term B Facility Lender of its allocated Initial Scheduled Term B Loan Commitment, and each of the Fronting Term B Lender Security Agreement and the Converting Lenders has provided its consent to the terms set forth in this agreement to each of the Original Administrative Agent other Security Documents from and the Successor Administrative Agent. (b) Upon the occurrence of the Amendment Effective Date: (i) the outstanding aggregate principal amount of each Converting 2007 Term Loan Lender’s outstanding Existing 2007 Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2007 Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing 2007 Term Loan Conversion”); (ii) the outstanding aggregate principal amount of each Converting 2012 Incremental Term Loan Lender’s outstanding Existing 2012 Incremental Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2012 Incremental Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing 2012 Incremental Term Loan Conversion”); (iii) the outstanding aggregate principal amount of each Converting February 2012 Term Loan Lender’s outstanding Existing February 2012 Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2012 Incremental Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing February 2012 Term Loan Conversion”); and (iv) the outstanding aggregate principal amount of each Converting May 2012 Term Loan Lender’s outstanding Existing May 2012 Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2012 Incremental Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing May 2012 Term Loan Conversion” and, together with the Existing 2007 Term Loan Conversion, the Existing 2012 Incremental Term Loan Conversion and the Existing May 2012 Term Loan Conversion, the “Term Loan Conversion”); (c) each Converting Lender shall be deemed to have “made available” its Term B Loans to the Borrower on the Amendment Effective Date by way of the Term Loan Conversion for the purposes of Section 2.01(a) of the Restated Credit Agreement; (d) the Fronting Term B Lender shall make new loans (the “New Term B Loans”) to the Borrower on the Amendment Effective Date in the aggregate principal amount equal to the Initial Scheduled Term B Loan Commitment of the Fronting Term B Lender, which shall constitute the making available of a Term B Loan for the purposes of Section 2.01(a) of the Restated Credit Agreement; (e) the proceeds of the New Term B Loans shall be used by the Borrower, inter alia, to repay in full in cash (i) the aggregate principal amount of the Existing 2007 Term Loans, (ii) the aggregate principal amount of the Existing 2012 Incremental Term Loans, (iii) the aggregate principal amount of the Existing February 2012 Term Loans and (iv) the aggregate principal amount of the Existing May 2012 Term Loans, in each case outstanding on the Amendment Effective Date immediately prior to giving effect to this Agreement, that are not subject to the Term Loan Conversion; (f) For the purposes of clause (d) above, proceeds of the New Term B Loans shall be paid by the Fronting Term B Lender to the Original Administrative Agent who, upon receipt thereof shall repay the Existing Term Loans outstanding on the Amendment Effective Date, immediately prior to giving effect to this Agreement, as directed by the Successor Administrative Agent. (g) On the Amendment Effective Date, the Borrower shall pay in cash: (i) all interest and fees accrued in relation to the Existing Term Loans to (but excluding) the Amendment Effective Date, whether or not otherwise due and payable under the Original Credit Agreement (including accrued and unpaid interest on all Existing Term Loans subject to the Term Loan Conversion) and (ii) to each Converting Lender and each Non-Converting Lender, all costs due pursuant to Section 3.05 of the Original Credit Agreement.after the

Term B Loans. (ai) Subject to the terms and conditions hereof, each Original Lender with an Original Term B Loan (other than a Reduced Lender) who executes and delivers a counterpart of this Amendment and Restatement severally agrees to exchange its Original Term B Loans for a like outstanding principal amount of Term B Loans on the Third Amendment and Restatement Effective Date, which exchange shall be deemed to be the making of a Term B Loan by such Lender for such amount. (ii) Borrower shall prepay all Original Term B Loans of Original Lenders that do not execute and deliver a counterpart of this Amendment and Restatement on the Third Amendment and Restatement Effective Date and the Reduced Lenders with a portion of the gross proceeds of such Term B Loans and, by its signature below, each Lender exchanging its Original Term B Loan for a Term B Loan and each Reduced Lender consents to such prepayment. Any such prepayment shall be effected on the Third Amendment and Restatement Effective Date without regard to any notice requirement, minimum principal amount or pro rata allocation provision otherwise applicable thereto under this Agreement. (iii) Borrower shall pay all accrued and unpaid interest under the Original Credit Agreement on the Original Term B Loans to the Original Lenders holding Original Term B Loans on the Third Amendment and Restatement Effective Date and any breakage loss or expense under Section 2.13 of this Agreement. On the Third Amendment and Restatement Effective Date, the Original Term B Loans shall be deemed paid in full and discharged. (iv) The Successor Administrative Agent has prepared a schedule (the “Initial Term Loan B Commitment Schedule”) which sets forth the allocated commitments in respect holders of the Term B Loans (shall be entitled to the “Initial Scheduled Term B Loan Commitments”) received by it from same guarantees and security interests pursuant to the Initial Term B Facility Lenders on the Amendment Effective Date. The Successor Administrative Agent has notified each Converting Lender and each Initial Term B Facility Lender of its allocated Initial Scheduled Term B Loan Commitment, and each of the Fronting Term B Lender Security Agreement and the Converting Lenders has provided its consent to other Security Documents from and after the terms set forth in this agreement to each Third Amendment and Restatement Effective Date as the benefits which the holders of the Original Administrative Agent and the Successor Administrative Agent. (b) Upon the occurrence of the Amendment Effective Date: (i) the outstanding aggregate principal amount of each Converting 2007 Term Loan Lender’s outstanding Existing 2007 Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2007 Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing 2007 Term Loan Conversion”); (ii) the outstanding aggregate principal amount of each Converting 2012 Incremental Term Loan Lender’s outstanding Existing 2012 Incremental Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2012 Incremental Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing 2012 Incremental Term Loan Conversion”); (iii) the outstanding aggregate principal amount of each Converting February 2012 Term Loan Lender’s outstanding Existing February 2012 Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2012 Incremental Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing February 2012 Term Loan Conversion”); and (iv) the outstanding aggregate principal amount of each Converting May 2012 Term Loan Lender’s outstanding Existing May 2012 Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2012 Incremental Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing May 2012 Term Loan Conversion” and, together with the Existing 2007 Term Loan Conversion, the Existing 2012 Incremental Term Loan Conversion and the Existing May 2012 Term Loan Conversion, the “Term Loan Conversion”); (c) each Converting Lender shall be deemed to have “made available” its Term B Loans to the Borrower on the Amendment Effective Date by way of the Term Loan Conversion for the purposes of Section 2.01(a) of the Restated Credit Agreement; (d) the Fronting Term B Lender shall make new loans (the “New Term B Loans”) to the Borrower on the Amendment Effective Date in the aggregate principal amount equal to the Initial Scheduled Term B Loan Commitment of the Fronting Term B Lender, which shall constitute the making available of a Term B Loan for the purposes of Section 2.01(a) of the Restated Credit Agreement; (e) the proceeds of the New Term B Loans shall be used by the Borrower, inter alia, to repay in full in cash (i) the aggregate principal amount of the Existing 2007 Term Loans, (ii) the aggregate principal amount of the Existing 2012 Incremental Term Loans, (iii) the aggregate principal amount of the Existing February 2012 Term Loans and (iv) the aggregate principal amount of the Existing May 2012 Term Loans, in each case outstanding on the Amendment Effective Date had been entitled immediately prior to giving effect to this Agreement, that are not subject to the Term Loan Conversion; (f) For the purposes of clause (d) above, proceeds of the New Term B Loans shall be paid by the Fronting Term B Lender to the Original Administrative Agent who, upon receipt thereof shall repay the Existing Term Loans outstanding on the Third Amendment and Restatement Effective Date, immediately prior to giving effect to this Agreement, as directed by the Successor Administrative Agent. (g) On the Amendment Effective Date, the Borrower shall pay in cash: (i) all interest and fees accrued in relation to the Existing Term Loans to (but excluding) the Amendment Effective Date, whether or not otherwise due and payable under the Original Credit Agreement (including accrued and unpaid interest on all Existing Term Loans subject to the Term Loan Conversion) and (ii) to each Converting Lender and each Non-Converting Lender, all costs due pursuant to Section 3.05 of the Original Credit Agreement.