Common use of Term Loan Increase Clause in Contracts

Term Loan Increase. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, three Business Days prior to the anticipated Amendment No. 4 Effective Date, specifying (A) the aggregate principal amount of New Term Loans to be borrowed and (B) the requested Borrowing Date. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify the Fronting Lender. The Fronting Lender will make available the full amount of the Term Loan Increase to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, the Term Loan Increase funded on the Amendment No. 4 Effective Date shall be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Term Loans that are outstanding immediately prior to the Amendment No. 4 Effective Date (which Interest Period shall end on the last Business Day of May). (b) Subject to the terms and conditions set forth herein, on the Amendment No. 4 Effective Date the Fronting Lender agrees to fund a New Term Loan in a principal amount equal to the Term Loan Increase. (c) The Fronting Lender, by delivering its signature page to this Amendment and funding the Term Loan Increase on the Amendment No. 4 Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 4 Effective Date), each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 4

Term Loan Increase. (a) The Borrower shall give may, on any Business Day prior to the Term A Loan Final Maturity Date and with the consent of the Administrative Agent irrevocable notice prior (but without the consent of the Lenders), increase the aggregate outstanding amount of the Term A Loans or the Acquisition Loans by delivering a Term Loan Increase Request substantially in the form attached hereto as Exhibit H or in such other form reasonably acceptable to 11:00 A.M., New York City time, three the Administrative Agent at least five (5) Business Days prior to the anticipated Amendment No. 4 Effective Date, specifying desired effective date of such increase (Athe “Term Loan Increase”) identifying any additional Lender(s) (or additional Term A Loans or Acquisition Loans for existing Lender(s)) and the aggregate principal amount of New its Term A Loans or Acquisition Loans (or additional amount of its Term A Loans or Acquisition Loans); provided, however, that (i) any increase shall be in an amount and subject to the Term Loan Increase Availability, (ii) no Default or Event of Default shall have occurred and be borrowed continuing at the time of the request or the effective date of the Term Loan Increase, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the time of such request (except to the extent such representation or warranty is expressly limited to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such date) and on the effective date of such Term Loan Increase, and (Biv) the requested Borrowing Date. Upon receipt of any such notice from the Borrowerprior to approaching new lenders, the Administrative Agent Borrower shall promptly notify offer to Lenders the Fronting Lenderoption to increase their respective outstanding Term Loans. The Fronting Lender will make available the full amount effective date of the Term Loan Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance such additional Term Loans to fund the Term Loan Increase. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Term A Credit or the Acquisition Credit (to the extent subject to the Term Loan Increase) on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.12 hereof. The Borrower agrees to pay the expenses of the Administrative Agent for the account of the Borrower at the Funding Office prior relating to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agentany Term Loan Increase. Notwithstanding anything herein to the contrary, the no Lender shall have any obligation to advance additional Term Loans, and each Lender may at its option, unconditionally and without cause, decline to advance additional Term Loans. Any additional Term A Loan Increase funded on the Amendment No. 4 Effective Date or Acquisition Loans advanced under this Section 1.15 shall be funded “Term A Loans” or “Acquisition Loans”, as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period applicable, for all purposes of the Term Loans that are outstanding immediately prior to the Amendment No. 4 Effective Date (which Interest Period shall end on the last Business Day of May)this Agreement. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 4 Effective Date the Fronting Lender agrees to fund a New Term Loan in a principal amount equal to the Term Loan Increase. (c) The Fronting Lender, by delivering its signature page to this Amendment and funding the Term Loan Increase on the Amendment No. 4 Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 4 Effective Date), each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 4

Term Loan Increase. (ai) The Term Loan Increase shall be requested by written notice from the Borrower shall give to the Administrative Agent irrevocable notice prior (a “Notice of Term Loan Increase”) in the form of Exhibit J attached hereto and shall be approved by the Administrative Agent, such consent to 11:00 A.M., New York City time, three Business Days prior to the anticipated Amendment Nonot be unreasonably withheld. 4 Effective Date, specifying Such Notice of Term Loan Increase shall specify (A) the aggregate principal amount proposed effective date of New such Term Loans to Loan Increase, which date shall be borrowed and no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Term Loan Increase, (B) the amount of the requested Borrowing Term Loan Increase, (C) the identity of each Term CI Lender or Term Loan Lender that has agreed in writing to increase its Term Credit Exposure hereunder, and (D) the amount of the respective Term Credit Exposure of the then existing Term Loan Lenders and the Term CI Lenders from and after the Term Loan Increase Effective Date (as defined below). The Administrative Agent shall execute a counterpart of the Notice of Term Loan Increase, the Term CI Lenders shall execute a Joinder and such Term Loan Increase shall be effective on the date that the Term CI Lender or Term Loan Lender, as applicable, makes such additional Term Loan to the Borrower or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Term Loan Increase Effective Date. Upon receipt of any ”). (ii) The Term Loan Increase shall become effective on the Term Loan Increase Effective Date and upon such notice from the Borrower, effectiveness (A) the Administrative Agent shall promptly notify record in the Fronting register each then Term CI Lender. The Fronting ’s information as provided in the Notice of Term Loan Increase and pursuant to an Administrative Questionnaire satisfactory to the Administrative Agent that shall be executed and delivered by each Term CI Lender will make available to the full amount of Administrative Agent on or before the Term Loan Increase Effective Date, (B) Annex II hereof shall be amended and restated to set forth all Term Loan Lenders (including any Term CI Lenders) that will be Term Loan Lenders hereunder after giving effect to such Term Loan Increase (which shall be set forth in Annex II to the applicable Notice of Term Loan Increase) and the Administrative Agent for the account shall distribute to each Term Loan Lender (including each Term CI Lender) a copy of the Borrower at the Funding Office prior to 11:00 A.M.such amended and restated Annex II, New York City time, and (C) each Term CI Lender identified on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, the Notice of Term Loan Increase funded on the Amendment No. 4 Effective Date shall be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Term Loans that are outstanding immediately prior to the Amendment No. 4 Effective Date (which Interest Period shall end on the last Business Day of May). (b) Subject to the terms and conditions set forth herein, on the Amendment No. 4 Effective Date the Fronting Lender agrees to fund a New Term Loan in a principal amount equal to the Term Loan Increase. (c) The Fronting Lender, by delivering its signature page to this Amendment and funding the for such Term Loan Increase on the Amendment No. 4 Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, a “Term Loan Lender” for all purposes under this Amendment (such consent and approval effective as of the Amendment No. 4 Effective Date), each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 4Agreement.