Common use of The Term B Loans Clause in Contracts

The Term B Loans. Subject to the terms and conditions set forth herein, (i) each Term B Lender severally agrees to make a single loan to the Borrower on the Closing Date in an aggregate principal amount not to exceed such Term B Lender’s Term B Commitment as it is in effect on the Closing Date. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein; and (ii) after the Closing Date and until the Term B Advance Period Termination Date, the Term B Commitment of each Term B Lender may be increased one time pursuant to a Permitted Term B Reallocation by the Borrower between the Term B Commitment and the Mission Term B Commitment of each Term B Lender. The Permitted Term B Reallocation shall be limited to a reallocation of all or any portion of the $60,000,000 Mission Term B Commitment that is available after the Mission Closing Date in accordance with the provisions of Section 2.01(a)(ii) of the Mission Credit Agreement and in accordance with the Term B Reallocation Letter (such reallocated amount, the “Reallocated Term B Commitment Amount”). In connection with any Permitted Term B Reallocation, at the request of the Administrative Agent or any Term B Lender, the Borrower shall execute and deliver to the Administrative Agent replacement Term B Notes in an amount equal to each Term B Lender’s Term B Commitment as adjusted in accordance with the terms of the Term B Reallocation Letter. Availability of the Reallocated Term B Commitment Amount shall be subject to the terms and conditions of this Agreement and to the additional following terms: (A) each Term B Lender severally agrees to make one subsequent term loan to the Borrower on any Business Day during the Term B Advance Period for the Term B Facility, in an aggregate principal amount equal to such Term B Lender’s Applicable Term B Percentage of the Reallocated Term B Commitment Amount, provided that, notwithstanding the foregoing, such subsequent term loan will only be available to be drawn by the Borrower during the Term B Advance Period if (I) the proceeds of such Term B Borrowing are used concurrently (or substantially simultaneously) with the funding of any such Term B Loan, to consummate any Identified Acquisition, and/or another acquisition or acquisitions agreed to by the Administrative Agent and the Borrower, so long as (1) on such date of Term B Borrowing, each such acquisition meets all the requirements of a Permitted Acquisition (and such acquisitions shall be treated in all respects as acquisitions in accordance with the terms of Section 7.03(j)) and (2) the amount of such Term B Borrowing is not in excess of the sum of the purchase price of such acquisitions and the costs and expenses related thereto; or (II) an amount not less than the Reallocated Term B Commitment Amount has been deposited in an escrow account at the Administrative Agent by the Borrower, subject to a control agreement to secure the Obligations and the Mission Obligations for the benefit of the Secured Parties, and subject to an escrow agreement satisfactory to the Administrative Agent and the Borrower providing that (1) such escrowed funds deposited by the Borrower will be used to fund any Identified Acquisition and/or any other acquisition or acquisitions agreed to by the Borrower and the Administrative Agent, and the costs and expenses related thereto, in each case in accordance with substantially similar terms as set forth in clause (I) preceding, or (2) to prepay the Term B Loans upon release provisions negotiated by the parties in good faith; or (III) any combination of the foregoing clauses (I) and (II) shall have occurred in an aggregate amount totaling not less than the Reallocated Term B Commitment Amount. (B) On and after the Term B Advance Period Termination Date, no Lender shall be obligated to make any Term B Loan. Each Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

The Term B Loans. Subject to the terms and conditions set forth herein, (i) each Term B Lender severally agrees to make a single term loan to the Borrower on the Closing Date in an aggregate principal amount not to exceed such Term B Lender’s Applicable Term B Commitment as it is Percentage (in effect on the Closing Date) of $44,000,000. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein; and (ii) after the Closing Date and until the Term B Advance Period Termination Date, the Term B Commitment of each Term B Lender may be increased one time pursuant to a Permitted Term B Reallocation by the Borrower between the Term B Commitment and the Mission Term B Commitment of each Term B Lender. The Permitted Term B Reallocation shall be limited to a reallocation of all or any portion of the $60,000,000 Mission Term B Commitment that is available after the Mission Closing Date in accordance with the provisions of Section 2.01(a)(ii) of the Mission Credit Agreement and in accordance with the Term B Reallocation Letter (such reallocated amount, the “Reallocated Term B Commitment Amount”). In connection with any Permitted Term B Reallocation, at the request of the Administrative Agent or any Term B Lender, the Borrower shall execute and deliver to the Administrative Agent replacement Term B Notes in an amount equal to each Term B Lender’s Term B Commitment as adjusted in accordance with the terms of the Term B Reallocation Letter. Availability of the Reallocated Term B Commitment Amount shall be subject to the terms and conditions of this Agreement and to the additional following terms: (A) each Term B Lender severally agrees to make one subsequent term loan to the Borrower on any Business Day during the Term B Advance Period for the Term B Facility, in an aggregate principal amount equal to such Term B Lender’s Applicable Term B Percentage of the Reallocated difference between (x) $60,000,000 and (y) the amount of any reallocation in accordance with clause (iii) below (such amount, the “Delayed Draw Term B Commitment Amount”, and the aggregate amount for all Term B Lenders, the “Aggregate Delayed Draw Term B Amount”), provided that, notwithstanding the foregoing, such subsequent term loan Aggregate Delayed Draw Term B Amount will only be available to be drawn by the Borrower during the Term B Advance Period if (IA) the proceeds of such Term B Borrowing are used concurrently (or substantially simultaneously) with the funding of any such Term B Loan, Loan to consummate any Identified the Little Rock Acquisition, the Identified Acquisition and/or another acquisition or acquisitions agreed to by the Administrative Agent and the Borrower, so long as (1I) on such date of Term B Borrowing, (x) with respect to the Little Rock Acquisition, such acquisition is permitted under Section 7.03(z) and (y) each such acquisition (other than the Little Rock Acquisition) meets all the requirements of a Permitted Acquisition (and such acquisitions (other than the Little Rock Acquisition) shall be treated in all respects as acquisitions in accordance with the terms of Section 7.03(j)) and (2II) the amount of such Term B Borrowing is not in excess of the sum of the purchase price of such acquisitions and the costs and expenses related thereto; or (IIB) an amount not less than the Reallocated Aggregate Delayed Draw Term B Commitment Amount has been deposited in an escrow account at the Administrative Agent by the Borrower, subject to a control agreement to secure the Obligations and the Mission Nexstar Obligations for the benefit of the Secured Parties, and subject to an escrow agreement satisfactory to the Administrative Agent and the Borrower providing that (1I) such escrowed funds deposited by the Borrower will be used to fund any the Little Rock Acquisition, the Identified Acquisition and/or any other acquisition or acquisitions agreed to by the Borrower and the Administrative Agent, and the costs and expenses related thereto, in each case in accordance with substantially similar terms as set forth in clause (IA) preceding, or (2II) to prepay the Term B Loans upon release provisions negotiated by the parties in good faith; or (IIIC) any combination of the foregoing clauses (IA) and (IIB) shall have occurred in an aggregate amount totaling not less than the Reallocated Aggregate Delayed Draw Term B Commitment Amount. (B) . On and after the Term B Advance Period Termination Date, no Lender shall be obligated to make any Term B Loan. Each Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein. (iii) After the Closing Date and until the Term B Advance Period Termination Date, the Term B Commitment of each Term B Lender may be reduced one time pursuant to a Permitted Term B Reallocation by the Borrower between the Term B Commitment and the Nexstar Term B Commitment of each Term B Lender. The Permitted Term B Reallocation shall be limited to a reallocation of all or any portion of the $60,000,000 Term B Commitment that is available after the Closing Date in accordance with the Term B Reallocation Letter. In connection with the Permitted Term B Reallocation, at the request of the Administrative Agent or any Term B Lender, the Borrower shall execute and deliver to the Administrative Agent replacement Term B Notes in an amount equal to each Term B Lender’s Term B Commitment as adjusted in accordance with the terms of the Term B Reallocation Letter.

The Term B Loans. Subject to the terms and conditions set forth herein, (i) each Term B Lender severally agrees to make a single loan to the Borrower on the Closing Date in an aggregate principal amount not to exceed such Term B Lender’s ’'s Term B Commitment as it is in effect on the Closing Date. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein; and (ii) after the Closing Date and until the Term B Advance Period Termination Date, the Term B Commitment of each Term B Lender may be increased one time pursuant to a Permitted Term B Reallocation by the Borrower between the Term B Commitment and the Mission Term B Commitment of each Term B Lender. The Permitted Term B Reallocation shall be limited to a reallocation of all or any portion of the $60,000,000 Mission Term B Commitment that is available after the Mission Closing Date in accordance with the provisions of Section 2.01(a)(ii) of the Mission Credit Agreement and in accordance with the Term B Reallocation Letter (such reallocated amount, the “"Reallocated Term B Commitment Amount”"). In connection with any Permitted Term B Reallocation, at the request of the Administrative Agent or any Term B Lender, the Borrower shall execute and deliver to the Administrative Agent replacement Term B Notes in an amount equal to each Term B Lender’s 's Term B Commitment as adjusted in accordance with the terms of the Term B Reallocation Letter. Availability of the Reallocated Term B Commitment Amount shall be subject to the terms and conditions of this Agreement and to the additional following terms: (A) each Term B Lender severally agrees to make one subsequent term loan to the Borrower on any Business Day during the Term B Advance Period for the Term B Facility, in an aggregate principal amount equal to such Term B Lender’s 's Applicable Term B Percentage of the Reallocated Term B Commitment Amount, provided that, notwithstanding the foregoing, such subsequent term loan will only be available to be drawn by the Borrower during the Term B Advance Period if (I) the proceeds of such Term B Borrowing are used concurrently (or substantially simultaneously) with the funding of any such Term B Loan, to consummate any Identified Acquisition, and/or another acquisition or acquisitions agreed to by the Administrative Agent and the Borrower, so long as (1) on such date of Term B Borrowing, each such acquisition meets all the requirements of a Permitted Acquisition (and such acquisitions shall be treated in all respects as acquisitions in accordance with the terms of Section 7.03(j)) and (2) the amount of such Term B Borrowing is not in excess of the sum of the purchase price of such acquisitions and the costs and expenses related thereto; or (II) an amount not less than the Reallocated Term B Commitment Amount has been deposited in an escrow account at the Administrative Agent by the Borrower, subject to a control agreement to secure the Obligations and the Mission Obligations for the benefit of the Secured Parties, and subject to an escrow agreement satisfactory to the Administrative Agent and the Borrower providing that (1) such escrowed funds deposited by the Borrower will be used to fund any Identified Acquisition and/or any other acquisition or acquisitions agreed to by the Borrower and the Administrative Agent, and the costs and expenses related thereto, in each case in accordance with substantially similar terms as set forth in clause (I) preceding, or (2) to prepay the Term B Loans upon release provisions negotiated by the parties in good faith; or (III) any combination of the foregoing clauses (I) and (II) shall have occurred in an aggregate amount totaling not less than the Reallocated Term B Commitment Amount. (B) On and after the Term B Advance Period Termination Date, no Lender shall be obligated to make any Term B Loan. Each Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

The Term B Loans. Subject to the terms and conditions set forth herein, (i) each Term B Lender severally agrees to make a single term loan to the Borrower on the Closing Date in an aggregate principal amount not to exceed such Term B Lender’s 's Applicable Term B Commitment as it is Percentage (in effect on the Closing Date) of $44,000,000. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein; and (ii) after the Closing Date and until the Term B Advance Period Termination Date, the Term B Commitment of each Term B Lender may be increased one time pursuant to a Permitted Term B Reallocation by the Borrower between the Term B Commitment and the Mission Term B Commitment of each Term B Lender. The Permitted Term B Reallocation shall be limited to a reallocation of all or any portion of the $60,000,000 Mission Term B Commitment that is available after the Mission Closing Date in accordance with the provisions of Section 2.01(a)(ii) of the Mission Credit Agreement and in accordance with the Term B Reallocation Letter (such reallocated amount, the “Reallocated Term B Commitment Amount”). In connection with any Permitted Term B Reallocation, at the request of the Administrative Agent or any Term B Lender, the Borrower shall execute and deliver to the Administrative Agent replacement Term B Notes in an amount equal to each Term B Lender’s Term B Commitment as adjusted in accordance with the terms of the Term B Reallocation Letter. Availability of the Reallocated Term B Commitment Amount shall be subject to the terms and conditions of this Agreement and to the additional following terms: (A) each Term B Lender severally agrees to make one subsequent term loan to the Borrower on any Business Day during the Term B Advance Period for the Term B Facility, in an aggregate principal amount equal to such Term B Lender’s Applicable Term B Percentage of the Reallocated difference between (x) $60,000,000 and (y) the amount of any reallocation in accordance with clause (iii) below (such amount, the "Delayed Draw Term B Commitment Amount", and the aggregate amount for all Term B Lenders, the "Aggregate Delayed Draw Term B Amount"), provided that, notwithstanding the foregoing, such subsequent term loan Aggregate Delayed Draw Term B Amount will only be available to be drawn by the Borrower during the Term B Advance Period if (IA) the proceeds of such Term B Borrowing are used concurrently (or substantially simultaneously) with the funding of any such Term B Loan, Loan to consummate any Identified the Little Rock Acquisition, the Identified Acquisition and/or another acquisition or acquisitions agreed to by the Administrative Agent and the Borrower, so long as (1I) on such date of Term B Borrowing, (x) with respect to the Little Rock Acquisition, such acquisition is permitted under Section 7.03(z) and (y) each such acquisition (other than the Little Rock Acquisition) meets all the requirements of a Permitted Acquisition (and such acquisitions (other than the Little Rock Acquisition) shall be treated in all respects as acquisitions in accordance with the terms of Section 7.03(j)) and (2II) the amount of such Term B Borrowing is not in excess of the sum of the purchase price of such acquisitions and the costs and expenses related thereto; or (IIB) an amount not less than the Reallocated Aggregate Delayed Draw Term B Commitment Amount has been deposited in an escrow account at the Administrative Agent by the Borrower, subject to a control agreement to secure the Obligations and the Mission Nexstar Obligations for the benefit of the Secured Parties, and subject to an escrow agreement satisfactory to the Administrative Agent and the Borrower providing that (1I) such escrowed funds deposited by the Borrower will be used to fund any the Little Rock Acquisition, the Identified Acquisition and/or any other acquisition or acquisitions agreed to by the Borrower and the Administrative Agent, and the costs and expenses related thereto, in each case in accordance with substantially similar terms as set forth in clause (IA) preceding, or (2II) to prepay the Term B Loans upon release provisions negotiated by the parties in good faith; or (IIIC) any combination of the foregoing clauses (IA) and (IIB) shall have occurred in an aggregate amount totaling not less than the Reallocated Aggregate Delayed Draw Term B Commitment Amount. (B) . On and after the Term B Advance Period Termination Date, no Lender shall be obligated to make any Term B Loan. Each Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein. (iii) After the Closing Date and until the Term B Advance Period Termination Date, the Term B Commitment of each Term B Lender may be reduced one time pursuant to a Permitted Term B Reallocation by the Borrower between the Term B Commitment and the Nexstar Term B Commitment of each Term B Lender. The Permitted Term B Reallocation shall be limited to a reallocation of all or any portion of the $60,000,000 Term B Commitment that is available after the Closing Date in accordance with the Term B Reallocation Letter. In connection with the Permitted Term B Reallocation, at the request of the Administrative Agent or any Term B Lender, the Borrower shall execute and deliver to the Administrative Agent replacement Term B Notes in an amount equal to each Term B Lender's Term B Commitment as adjusted in accordance with the terms of the Term B Reallocation Letter.

The Term B Loans. Subject to the terms and conditions set forth herein, (i) each The Lenders that have issued a Term B Lender Loan Commitment, severally agrees to make a single loan to the Borrower on the Closing Date in an aggregate principal amount not to exceed such Term B Lender’s Term B Commitment as it is in effect on the Closing Date. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B CommitmentsCommitment Percentages and not jointly, upon the terms and subject to the conditions of this Agreement, agree to lend (or, pursuant to Section 2.1(d)(ii) hereof, elect to convert all or a portion of such Lender’s Existing Term Loans into a Term B Loan) to the Borrower on the Agreement Date an amount equal to the Term B Loan Commitment. After the Agreement Date, Advances under the Term B Loan Commitment may be continued or converted pursuant to a Notice of Conversion/Continuation as provided in Section 2.2 hereof; provided, however, there shall be no increase in the aggregate principal amount of the Term B Loans outstanding at any time after the Agreement Date. Amounts borrowed repaid under this Section 2.01(a) and repaid or prepaid the Term B Loan Commitment may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein; and. (ii) after In connection with the Closing Date and until making of the Term B Advance Period Termination Loans pursuant to Section 2.1(d)(i) hereof, by delivering written notice to the Administrative Agent at least one (1) Business Day prior to the Agreement Date, the any Lender of Existing Term B Commitment of each Term B Lender Loans may be increased one time pursuant elect to a Permitted Term B Reallocation by the Borrower between the Term B Commitment and the Mission Term B Commitment of each Term B Lender. The Permitted Term B Reallocation shall be limited to a reallocation of make all or any portion of the $60,000,000 Mission such Lender’s Term B Loan Commitment that is available after the Mission Closing Date in accordance with the provisions Percentage of Section 2.01(a)(ii) of the Mission Credit Agreement and in accordance with the Term B Reallocation Letter (Loans requested by the Borrower to be made on the Agreement Date by converting all or a portion of the outstanding principal amount of the Existing Term Loans held by such reallocated amount, the “Reallocated Lender into Term B Commitment AmountLoans in a principal amount equal to the amount of Existing Term Loans so converted (each such Existing Term Loan, to the extent it is to be converted, hereinafter a “Converted Term Loan”). In connection with any Permitted On the Agreement Date, the Converted Term Loans shall be converted for all purposes of this Agreement into Term B ReallocationLoans, at the request of and the Administrative Agent or any shall record in the Register the aggregate amounts of Converted Term Loans converted into Term B Lender, the Borrower shall execute and deliver Loans. Any written notice to the Administrative Agent replacement Term B Notes in delivered by an applicable Lender pursuant to this Section shall specify the amount equal to each Term B of such Lender’s Term B Loan Commitment as adjusted in accordance with and the terms principal amount of the Existing Term Loans held by such Lender that are to be converted into Term B Reallocation Letter. Availability of the Reallocated Term B Commitment Amount shall be subject to the terms and conditions of this Agreement and to the additional following terms: (A) each Term B Lender severally agrees to make one subsequent term loan to the Borrower on any Business Day during the Term B Advance Period for the Term B Facility, in an aggregate principal amount equal to such Term B Lender’s Applicable Term B Percentage of the Reallocated Term B Commitment Amount, provided that, notwithstanding the foregoing, such subsequent term loan will only be available to be drawn by the Borrower during the Term B Advance Period if (I) the proceeds of such Term B Borrowing are used concurrently (or substantially simultaneously) with the funding of any such Term B Loan, to consummate any Identified Acquisition, and/or another acquisition or acquisitions agreed to by the Administrative Agent and the Borrower, so long as (1) on such date of Term B Borrowing, each such acquisition meets all the requirements of a Permitted Acquisition (and such acquisitions shall be treated in all respects as acquisitions in accordance with the terms of Section 7.03(j)) and (2) the amount of such Term B Borrowing is not in excess of the sum of the purchase price of such acquisitions and the costs and expenses related thereto; or (II) an amount not less than the Reallocated Term B Commitment Amount has been deposited in an escrow account at the Administrative Agent by the Borrower, subject to a control agreement to secure the Obligations and the Mission Obligations for the benefit of the Secured Parties, and subject to an escrow agreement satisfactory to the Administrative Agent and the Borrower providing that (1) such escrowed funds deposited by the Borrower will be used to fund any Identified Acquisition and/or any other acquisition or acquisitions agreed to by the Borrower and the Administrative Agent, and the costs and expenses related thereto, in each case in accordance with substantially similar terms as set forth in clause (I) preceding, or (2) to prepay the Term B Loans upon release provisions negotiated by the parties in good faith; or (III) any combination of the foregoing clauses (I) and (II) shall have occurred in an aggregate amount totaling not less than the Reallocated Term B Commitment AmountLoans. (B) On and after the Term B Advance Period Termination Date, no Lender shall be obligated to make any Term B Loan. Each Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

The Term B Loans. Subject to the terms and conditions set forth herein, (i) each The Lenders that have issued a Term B Lender Loan Commitment, severally agrees to make a single loan to the Borrower on the Closing Date in an aggregate principal amount not to exceed such Term B Lender’s Term B Commitment as it is in effect on the Closing Date. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B CommitmentsCommitment Percentages and not jointly, upon the terms and subject to the conditions of this Agreement, agree to lend (or, pursuant to Section 2.1(d)(ii) hereof, elect to convert all or a portion of such Lender's Existing Term Loans into a Term B Loan) to the Borrower on the Agreement Date an amount equal to the Term B Loan Commitment. After the Agreement Date, Advances under the Term B Loan Commitment may be continued or converted pursuant to a Notice of Conversion/Continuation as provided in Section 2.2 hereof; provided, however, there shall be no increase in the aggregate principal amount of the Term B Loans outstanding at any time after the Agreement Date. Amounts borrowed repaid under this Section 2.01(a) and repaid or prepaid the Term B Loan Commitment may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein; and. (ii) after In connection with the Closing Date and until making of the Term B Advance Period Termination Loans pursuant to Section 2.1(d)(i) hereof, by delivering written notice to the Administrative Agent at least one (1) Business Day prior to the Agreement Date, the any Lender of Existing Term B Commitment of each Term B Lender Loans may be increased one time pursuant elect to a Permitted Term B Reallocation by the Borrower between the Term B Commitment and the Mission Term B Commitment of each Term B Lender. The Permitted Term B Reallocation shall be limited to a reallocation of make all or any portion of the $60,000,000 Mission such Lender's Term B Loan Commitment that is available after the Mission Closing Date in accordance with the provisions Percentage of Section 2.01(a)(ii) of the Mission Credit Agreement and in accordance with the Term B Reallocation Letter Loans requested by the Borrower to be made on the Agreement Date by converting all or a portion of the outstanding principal amount of the Existing Term Loans held by such Lender into Term B Loans in a principal amount equal to the amount of Existing Term Loans so converted (each such reallocated amountExisting Term Loan, to the extent it is to be converted, hereinafter a "Converted Term Loan"). On the Agreement Date, the “Reallocated Converted Term Loans shall be converted for all purposes of this Agreement into Term B Commitment Amount”). In connection with any Permitted Term B ReallocationLoans, at the request of and the Administrative Agent or any shall record in the Register the aggregate amounts of Converted Term Loans converted into Term B Lender, the Borrower shall execute and deliver Loans. Any written notice to the Administrative Agent replacement Term B Notes in delivered by an amount equal applicable Lender pursuant to each Term B Lender’s Term B Commitment as adjusted in accordance with the terms of the Term B Reallocation Letter. Availability of the Reallocated Term B Commitment Amount this Section shall be subject to the terms and conditions of this Agreement and to the additional following terms: (A) each Term B Lender severally agrees to make one subsequent term loan to the Borrower on any Business Day during the Term B Advance Period for the Term B Facility, in an aggregate principal amount equal to such Term B Lender’s Applicable Term B Percentage of the Reallocated Term B Commitment Amount, provided that, notwithstanding the foregoing, such subsequent term loan will only be available to be drawn by the Borrower during the Term B Advance Period if (I) the proceeds of such Term B Borrowing are used concurrently (or substantially simultaneously) with the funding of any such Term B Loan, to consummate any Identified Acquisition, and/or another acquisition or acquisitions agreed to by the Administrative Agent and the Borrower, so long as (1) on such date of Term B Borrowing, each such acquisition meets all the requirements of a Permitted Acquisition (and such acquisitions shall be treated in all respects as acquisitions in accordance with the terms of Section 7.03(j)) and (2) specify the amount of such Lender's Term B Borrowing is not in excess of the sum of the purchase price of such acquisitions Loan Commitment and the costs and expenses related thereto; or (II) an principal amount not less than the Reallocated of Existing Term Loans held by such Lender that are to be converted into Term B Commitment Amount has been deposited in an escrow account at the Administrative Agent by the Borrower, subject to a control agreement to secure the Obligations and the Mission Obligations for the benefit of the Secured Parties, and subject to an escrow agreement satisfactory to the Administrative Agent and the Borrower providing that (1) such escrowed funds deposited by the Borrower will be used to fund any Identified Acquisition and/or any other acquisition or acquisitions agreed to by the Borrower and the Administrative Agent, and the costs and expenses related thereto, in each case in accordance with substantially similar terms as set forth in clause (I) preceding, or (2) to prepay the Term B Loans upon release provisions negotiated by the parties in good faith; or (III) any combination of the foregoing clauses (I) and (II) shall have occurred in an aggregate amount totaling not less than the Reallocated Term B Commitment AmountLoans. (B) On and after the Term B Advance Period Termination Date, no Lender shall be obligated to make any Term B Loan. Each Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

The Term B Loans. Subject (i) Each Term B Lender severally agrees, subject to the terms and conditions hereinafter set forth herein, (i) each Term B Lender severally agrees forth, to make a single term loan (each, a "Term B Loan") to the Borrower on the Closing Effective Date (and not thereafter) in an aggregate principal amount not to exceed the Term B Loan Amount of such Term B Lender’s ; provided however that after giving effect to any Term B Commitment as it is in effect on Loan, the Closing Date. The Term B Borrowing shall consist aggregate principal amount of all outstanding Term B Loans made simultaneously by shall not exceed the aggregate Term B Loan Amounts for all of the Term B Lenders in accordance with their respective Lenders. Within such limits, and subject to the other terms and conditions of this Agreement, the Borrower may borrow Term B Commitments. Amounts borrowed Loans under this Section 2.01(a) and 2.01(a)(i); provided that amounts borrowed as Term B Loans which are repaid or prepaid may not be reborrowed. . (ii) Term B Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or Eurodollar Rate Loans a combination thereof, as further provided herein; and (ii) after the Closing Date and until the Term B Advance Period Termination Date, the Term B Commitment of each Term B Lender may be increased one time pursuant to a Permitted Term B Reallocation determined by the Borrower between the Term B Commitment and the Mission Term B Commitment of each Term B Lenderpursuant to Section 2.02. 5432461v.2 25690/685 The Permitted Term B Reallocation shall be limited to a reallocation of all or any portion of the $60,000,000 Mission Term B Commitment that is available after the Mission Closing Date in accordance with the provisions of Section 2.01(a)(ii) of the Mission Credit Agreement and in accordance with the Term B Reallocation Letter (such reallocated amountRevolving Loans. Each Revolving Lender severally agrees, the “Reallocated Term B Commitment Amount”). In connection with any Permitted Term B Reallocation, at the request of the Administrative Agent or any Term B Lender, the Borrower shall execute and deliver to the Administrative Agent replacement Term B Notes in an amount equal to each Term B Lender’s Term B Commitment as adjusted in accordance with the terms of the Term B Reallocation Letter. Availability of the Reallocated Term B Commitment Amount shall be subject to the terms and conditions of this Agreement and to the additional following terms: (A) each Term B Lender severally agrees hereinafter set forth, to make one subsequent term loan revolving loans (each, a "Revolving Loan") to the Borrower from time to time on any Business Day Day, during the Term B Advance Period for the Term B FacilityRevolving Commitment Period, in an aggregate principal amount equal not to such Term B Lender’s Applicable Term B Percentage of exceed at any time outstanding the Reallocated Term B Revolving Commitment Amount, provided that, notwithstanding the foregoing, such subsequent term loan will only be available to be drawn by the Borrower during the Term B Advance Period if (I) the proceeds of such Term B Borrowing are used concurrently (or substantially simultaneously) with Revolving Lender; provided, however that after giving effect to any Revolving Loan made under a Revolving Commitment, the funding of any such Term B Loan, to consummate any Identified Acquisition, and/or another acquisition or acquisitions agreed to by the Administrative Agent and the Borrower, so long as (1) on such date of Term B Borrowing, each such acquisition meets all the requirements of a Permitted Acquisition (and such acquisitions shall be treated in all respects as acquisitions in accordance with the terms of Section 7.03(j)) and (2) the aggregate principal amount of all outstanding Revolving Loans made under the Revolving Commitments plus the aggregate amount of all outstanding L/C Obligations shall not exceed the Aggregate Revolving Commitment. Within such Term B Borrowing is not in excess of the sum of the purchase price of such acquisitions and the costs and expenses related thereto; or (II) an amount not less than the Reallocated Term B Commitment Amount has been deposited in an escrow account at the Administrative Agent by the Borrower, subject to a control agreement to secure the Obligations and the Mission Obligations for the benefit of the Secured Partieslimits, and subject to an escrow agreement satisfactory to the Administrative Agent other terms and conditions hereof, the Borrower providing that (1) such escrowed funds deposited by the Borrower will be used to fund any Identified Acquisition and/or any other acquisition or acquisitions agreed to by the Borrower and the Administrative Agent, and the costs and expenses related thereto, in each case in accordance with substantially similar terms as set forth in clause (I) preceding, or (2) to prepay the Term B may borrow Revolving Loans upon release provisions negotiated by the parties in good faith; or (III) any combination of the foregoing clauses (I) and (II) shall have occurred in an aggregate amount totaling not less than the Reallocated Term B Commitment Amount. (B) On and after the Term B Advance Period Termination Date, no Lender shall be obligated to make any Term B Loan. Each Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a) 2.01(b), prepay Revolving Loans pursuant to Section 2.05, 2.06 or 11.19 and repaid or prepaid may not be reborrowedreborrow Revolving Loans pursuant to this Section 2.01(b). Term B Revolving Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or Eurodollar Rate Loans a combination thereof, as further provided hereindetermined by the Borrower pursuant to Section 2.02.