Common use of Term-Out Option Clause in Contracts

Term-Out Option. (a) The Parent may elect to convert all of the Revolving Loans into Term Out Loans. (b) The Parent may, at any time up to ten (10) days prior to the Initial Revolving Termination Date, exercise the Term Out Option by notice to the Agent substantially in the form set out in Schedule 9 (Form of Term Out Notice) (the “Term Out Notice”). Only one such notice may be given and such notice is irrevocable. (c) The Term Out Notice shall specify the Revolving Loan(s) in relation to which the Term Out Option is being exercised and the Term Out Date. (d) The Agent shall promptly notify each Lender of the Revolving Loans specified in the Term Out Notice. (e) If the Term Out Option is so exercised and the matters set out in paragraph (f) and (g) below are satisfied, then on the Term Out Date: (i) the Revolving Loan(s) to be converted shall be deemed to have been borrowed on the Term Out Date as Term Out Loans repayable on the Termination Date (as specified in the Term Out Notice); and (ii) any Available Commitment shall be automatically cancelled. (f) The following must be satisfied for the Term Out Option to be effected as specified in paragraph (e) above: (i) the Repeating Representations are true in all material respects; and (ii) no Default is continuing or would result from the Term Out Loan(s), in each case, on the date of the Term Out Notice and on the Term Out Date. (g) No later than on the Term Out Date payment of the term out fee to the Agent pursuant to Clause 11.5 (Term Out Fees) shall be made.

Term-Out Option. (a) The Parent Company may elect to convert all of exercise the Revolving Loans into term out option by delivering a Term Out Loans. (b) The Parent may, at any time up to ten (10) days prior Notice to the Initial Revolving Facility Agent not more than 60 days and not less than 30 days before the then Termination Date, exercise the Term Out Option by notice to the Agent substantially in the form set out in Schedule 9 (Form Date of Term Out Notice) (the “Term Out Notice”). Facility B. Only one such notice may be given and such notice is irrevocablegiven. (cb) The Term Out Notice shall That notice shall: (i) specify the Revolving Facility B Loan(s) in relation to which the Term Out Option is being exercised and the Term Out Date.exercised; and (dii) specify the date to which the then Termination Date of Facility B is to be extended, which shall be not later than 364 days from the original Termination Date of Facility B. (c) The Facility Agent shall promptly notify each Lender of the Revolving Loans specified in that notice and the new Termination Date of Facility B. (d) If the Term Out Option is so exercised then: (i) on the date on which it gives a Term Out Notice, the Company shall pay to the Facility Agent (for the account of each Lender) a fee of 0.05 per cent. flat on that Lender's participation in the Facility B Loan(s) in relation to which the Term Out Option has been exercised; (ii) on the Term Out Date, any Available Commitment under Facility B shall be automatically cancelled and any Facility B Loans converted into Term Loans; and (iii) on the Term Out Date, the Termination Date of Facility B shall be extended to the date specified in the Term Out Notice. (e) If Clauses 10 (Interest) and 11 (Interest Periods) shall apply to any Facility B Loan in relation to which the Term Out Option is so exercised and the matters set out in paragraph (f) and (g) below are satisfied, then on the Term Out Date: (i) the Revolving Loan(s) to be converted shall be deemed to have has been borrowed on the Term Out Date as Term Out Loans repayable on the Termination Date (as specified in the Term Out Notice); and (ii) any Available Commitment shall be automatically cancelledexercised. (f) The following must be satisfied for the Term Out Option to be effected as specified in paragraph (e) above: (i) the Repeating Representations are true in all material respects; and (ii) no Default is continuing or would result from the Term Out Loan(s), in each case, on the date of the Term Out Notice and on the Term Out Date. (g) No later than on the Term Out Date payment of the term out fee to the Agent pursuant to Clause 11.5 (Term Out Fees) shall be made.

Term-Out Option. (a) The Parent Company may elect to convert all of exercise the Revolving Loans into term out option by delivering a Term Out Loans. (b) The Parent may, at any time up to ten (10) days prior Notice to the Initial Revolving Facility Agent not more than 60 days and not less than 30 days before the then Termination Date, exercise the Term Out Option by notice to the Agent substantially in the form set out in Schedule 9 (Form Date of Term Out Notice) (the “Term Out Notice”). Facility B. Only one such notice may be given and such notice is irrevocablegiven. (cb) The Term Out Notice shall That notice shall: (i) specify the Revolving Facility B Loan(s) in relation to which the Term Out Option is being exercised and the Term Out Date.exercised; and (dii) specify the date to which the then Termination Date of Facility B is to be extended, which shall be not later than 364 days from the original Termination Date of Facility B. (c) The Facility Agent shall promptly notify each Lender of the Revolving Loans specified in that notice and the new Termination Date of Facility B. (d) If the Term Out Option is so exercised then: (i) on the date on which it gives a Term Out Notice, the Company shall pay to the Facility Agent (for the account of each Lender) a fee of [***] per cent. flat on that Lender’s participation in the Facility B Loan(s) in relation to which the Term Out Option has been exercised; (ii) on the Term Out Date, any Available Commitment under Facility B shall be automatically cancelled and any Facility B Loans converted into Term Loans; and (iii) on the Term Out Date, the Termination Date of Facility B shall be extended to the date specified in the Term Out Notice. (e) If Clauses 10 (Interest) and 11 (Interest Periods) shall apply to any Facility B Loan in relation to which the Term Out Option is so exercised and the matters set out in paragraph (f) and (g) below are satisfied, then on the Term Out Date: (i) the Revolving Loan(s) to be converted shall be deemed to have has been borrowed on the Term Out Date as Term Out Loans repayable on the Termination Date (as specified in the Term Out Notice); and (ii) any Available Commitment shall be automatically cancelledexercised. (f) The following must be satisfied for the Term Out Option to be effected as specified in paragraph (e) above: (i) the Repeating Representations are true in all material respects; and (ii) no Default is continuing or would result from the Term Out Loan(s), in each case, on the date of the Term Out Notice and on the Term Out Date. (g) No later than on the Term Out Date payment of the term out fee to the Agent pursuant to Clause 11.5 (Term Out Fees) shall be made.

Term-Out Option. (a) The Parent Company may elect to convert all or part of the Revolving Facility B Loans into Term Out Loans. (b) The Parent may, at any time up to ten (10) days prior to the Initial Revolving Termination Date, Company may exercise the Term Out Option term out option by not less than 5 Business Days notice to the Agent (substantially in the form set out in Schedule 9 12 (Form of Term Out Notice)) (the “Term Out Notice”)) to the Agent. Only one such notice may be given and such notice is irrevocable. (c) The Term Out Notice That notice shall specify the Revolving Facility B Loan(s) in relation to which the Term Out Option is being exercised and the proposed Term Out DateDate (which shall be a date on or prior to the original Termination Date relating to Facility B). (d) The Agent shall promptly notify each Lender of the Revolving Facility B Loans specified in the Term Out Notice. (e) If the Term Out Option is so exercised and the matters set out in paragraph (f) and (g) below are satisfied, then on the Term Out Date: (i) the Revolving Facility B Loan(s) to be converted shall be deemed to have been borrowed on the converted into Term Out Date as Term Out Loans repayable on the Termination Date (as specified in the Term Out NoticeLoan(s); and; (ii) any Available Commitment under Facility B shall be automatically cancelled; (iii) the Termination Date for Facility B shall be extended to the date which is 24 Months from the date of this Agreement; and (iv) the fee specified in Clause 12.4 (Term Out fee) shall become due and payable. (f) The following must be satisfied on the Term Out Date for the Term Out Option to be effected as specified in paragraph (e) above: (i) the Repeating Representations are true in all material respects; and (ii) no Default is continuing or would result from the Facility B Loan(s) being converted into Term Out Loan(s), in each case, on the date of the Term Out Notice and on the Term Out Date. (g) No later than on the Term Out Date payment of the term out fee to the Agent pursuant to Clause 11.5 (Term Out Fees) shall be made.

Term-Out Option. (a) The Parent Company may elect to convert all of the Revolving Loans into Term Out Loans. (b) The Parent may, at any time up to ten (10) days prior to the Initial Revolving Termination Date, exercise the Term Out Option by notice to the Agent (substantially in the form set out in Schedule 9 14 (Form of Term Out Notice)) to the Agent not less than 14 (nor more than 60) days before the “Term Out Notice”)Termination Date. Only one such notice may be given and such notice is irrevocablegiven. (cb) The Term Out Notice shall That notice shall: (i) specify the Facility B Revolving Loan(s) in relation to which the Term Out Option is being exercised and exercised; (ii) specify the date to which the Termination Date applicable to Facility B is to be extended, which shall be not later than 12 months from the Term Out Date; and (iii) confirm that the requirements set out in Clause 4.2 (Further conditions precedent) are satisfied on the Term Out Date with respect of each Facility B Term Loan which arises as a result of the Term Out Option being exercised. (dc) The Agent shall promptly notify each Lender of the Revolving Loans specified in that notice and the Term Out Noticenew Termination Date. (ed) If the Term Out Option is so exercised and then: (i) on the matters set out date on which it gives notice exercising the Term Out Option, the Company shall pay to the Agent (for the account of each Lender) a fee in paragraph the Base Currency of 0.05 per cent. flat on that Lender’s participation in the Base Currency Amount of the Facility B Revolving Loan(s) in relation to which the Term Out Option has been exercised; (fii) and (g) below are satisfied, then on the Term Out Date: (i) the Revolving Loan(s) , any Available Commitment in relation to be converted Facility B shall be deemed to have been borrowed on the Term Out Date as Term Out Loans repayable on the Termination Date (as specified in the Term Out Notice)automatically cancelled; and (iiiii) any Available Commitment shall be automatically cancelled. (f) The following must be satisfied for the Term Out Option to be effected as specified in paragraph (e) above: (i) the Repeating Representations are true in all material respects; and (ii) no Default is continuing or would result from the Term Out Loan(s), in each case, on the date of the Term Out Notice and on the Term Out Date. (g) No later than on , the Termination Date applicable to Facility B shall be extended to the date specified in the notice exercising the Term Out Date payment of the term out fee to the Agent pursuant to Clause 11.5 (Term Out Fees) shall be madeOption.