Common use of Tranche B Term Loan Clause in Contracts

Tranche B Term Loan. (i) Prior to the Tranche B Term Loan Commitment Termination Date, subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Lender, severally and not jointly, agrees, at the request of the Borrower, to provide its share of the Tranche B Term Loan to the Borrower on the Tranche B Term Loan Borrowing Date in Dollars in a principal amount equal to such Lender’s Tranche B Term Loan Commitment. No Lender shall have an obligation to make a Tranche B Term Loan in excess of such Lender’s Tranche B Term Loan Commitment. (ii) Subject to the terms and conditions of this Agreement (including Section 6.02), the Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than 5 p.m. (Eastern time) at least three (3) Business Days in advance of the proposed Tranche B Term Loan Borrowing Date. (iii) The Borrower may make one (1) borrowing under the Tranche B Term Loan Commitment which shall be on the Tranche B Term Loan Borrowing Date. Subject to Sections 3.01 and 3.03, all amounts owed hereunder with respect to the Tranche B Term Loan shall be paid in full no later than the Maturity Date. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately and without further action on the Tranche B Term Loan Borrowing Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such date.

Tranche B Term Loan. (i) Prior Subject to the terms and conditions of this Agreement, each Tranche B Term Loan Lender severally agrees to make a loan to the US Borrower in Dollars on the Closing Date in an amount equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment in effect on the Closing Date. The principal amount of each Segment of the Tranche B Term Loan Commitment Termination outstanding hereunder from time to time shall bear interest and shall be repayable as herein provided. No amount of the Tranche B Term Loan repaid or prepaid by the US Borrower may be reborrowed hereunder, and no Borrowing under the Tranche B Term Loan Facility shall be allowed other than the advance set forth in the first sentence of this Section 2.01(b) and any Incremental Tranche B Term Loan advanced as part of any Facilities Increase. Each Tranche B Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make available by wire transfer to the Administrative Agent not later than 12:00 noon New York time on the Closing Date, the amount of its Pro Rata Tranche B Term Share of the Tranche B Term Loan Facility then in effect. Each such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of Same Day Funds in Dollars. The amounts so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement Agreement, including the satisfaction of all applicable conditions in Sections 4.01 (Conditions Precedent to Initial Credit Extensions) and relying on 4.02 (Conditions Precedent to Each Credit Extension), be made available to the representations and warranties set forth herein, each Lender, severally and not jointly, agrees, at the request US Borrower by delivery of the Borrower, to provide its share proceeds thereof as shall be directed by a Responsible Officer of the Tranche B Term Loan to the Borrower on the Tranche B Term Loan Borrowing Date in Dollars in a principal amount equal to such Lender’s Tranche B Term Loan CommitmentUS Borrower. No Lender shall have an obligation to make a Tranche B Term Loan in excess of such Lender’s Tranche B Term Loan Commitment. (ii) Subject to the terms and conditions of this Agreement (including Section 6.02), the The US Borrower shall deliver to the Administrative Agent a fully executed Borrowing Tranche B Term Loan Interest Rate Selection Notice no later than 5 p.m. (Eastern time) 12:00 noon New York time at least three one (31) Business Days in advance Day prior to the Closing Date, requesting the Borrowing of the proposed Tranche B Term Loan. The Tranche B Term Loan Borrowing Date. Interest Rate Selection Notice shall specify (i) the proposed funding date of the Tranche B Term Loan (which shall be a Business Day), (ii) the amount of the requested Borrowing, and (iii) The Borrower may make one (1) borrowing the Type of Borrowing under the Tranche B Term Loan Commitment which Facility so requested; provided that, until the Administrative Agent shall be on have notified the US Borrower that the primary syndication of the Tranche B Term Loan has been completed (which notice shall be given as promptly as practicable and, in any event, within thirty (30) days after the Closing Date), the US Borrower shall not be permitted to request that any Borrowing Date. Subject to Sections 3.01 and 3.03, all amounts owed hereunder with respect to the of Tranche B Term Loan shall Loans be paid in full no later than the Maturity Date. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately and without further action on the Tranche B Term Loan Borrowing Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such dateadvanced as Eurodollar Rate Loans.

Tranche B Term Loan. (i) Prior to the Tranche B Term Loan Commitment Termination Date, subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Lender, severally and not jointly, agrees, at the request of the Borrower, to provide its share of the Tranche B Term Loan to the Borrower on the Tranche B Term Loan Borrowing Date in Dollars in a principal amount equal to such Lender’s Tranche B Term Loan Commitment. No Lender shall have an obligation to make a Tranche B Term Loan in excess of such Lender’s Tranche B Term Loan Commitment. (ii) Subject to the terms and conditions of this Agreement (including Section 6.02), the Borrower shall deliver to the Administrative Agent Lenders a fully executed Borrowing Notice no written notice in the form of Exhibit B not later than 5 p.m. 11:00 a.m. (Eastern time) at least three on the Borrowing Notice Date (3the “Notice of Borrowing”) Business Days in advance of requesting that the proposed Lenders provide the Tranche B Term Loan Borrowing DateLoan. (iii) The Borrower may make one (1) borrowing under the Tranche B Term Loan Commitment which shall be on the Tranche B Term Loan Borrowing Date. Subject to Sections 3.01 and Section 3.03, all amounts owed hereunder with respect to the Tranche B Term Loan shall be paid in full no later than the Maturity Date. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately and without further action on the Tranche B Term Loan Borrowing Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such date.

Tranche B Term Loan. (i) Prior to the Tranche B Term Loan Commitment Termination Date, subject Subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Lender, severally and not jointly, agrees, at the request of the Borrower, hereby consents and agrees to provide its share of the Tranche B Term Loan to the Borrower on the Tranche B Term Loan Borrowing Date in Dollars in a principal amount equal to such Lender’s Tranche B Term Loan Commitment. No Lender shall have an obligation to make a Tranche B Term Loan in excess of such Lender’s Tranche B Term Loan Commitment. (ii) Subject to the terms and conditions of this Agreement (including Section 6.02), the Borrower shall deliver to the Administrative Agent Lenders a fully executed Borrowing Notice no later than 5 p.m. (Eastern New York City time) at least three (3) Business Days in advance of the proposed Tranche B Term Loan Borrowing Date. (iii) The Borrower may make one (1) borrowing under the Tranche B Term Loan Commitment which shall be on the Tranche B Term Loan Borrowing Date. Subject to Sections 3.01 and Section 3.03, all amounts owed hereunder with respect to the Tranche B Term Loan (other than contingent indemnification obligations as to which no unsatisfied claim has been asserted) shall be paid in full no later than the Maturity Date. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately and without further action on the Tranche B Term Loan Borrowing Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such date.

Tranche B Term Loan. (i) Prior to the Tranche B Term Loan Commitment Termination Date, subject Subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Lender, severally and not jointly, agrees, at agrees prior to the request of the BorrowerTranche B Term Loan Commitment Termination Date, to provide its share of the Tranche B Term Loan to the Borrower on the Tranche B Term Loan Borrowing Date in Dollars in a principal amount equal to such Lender’s Tranche B Term Loan Commitment. No Lender shall have an obligation to make a Tranche B Term Loan in excess of such Lender’s Tranche B Term Loan Commitment. (ii) Subject to the terms and conditions of this Agreement (including Section 6.02), the Borrower Xxxxxxxx shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than 5 p.m. (Eastern New York City time) at least three (3) Business Days in advance of the proposed Tranche B Term Loan Borrowing Date. (iii) The Borrower may make one (1) borrowing under the Tranche B Term Loan Commitment which shall be on the Tranche B Term Loan Borrowing Date. Subject to Sections 3.01 and 3.03, all amounts owed hereunder with respect to the Tranche B Term Loan shall be paid in full no later than the Maturity Date. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately and without further action on the earlier of (x) the Tranche B Term Loan Borrowing Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such datedate and (y) the Tranche B Term Loan Commitment Termination Date.

Tranche B Term Loan. (i) Prior to the Tranche B Term Loan Commitment Termination Date, subject Subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Lender, severally and not jointly, agrees, at the request of the Borrower, agrees to provide its share of the Tranche B Term Loan to the Borrower Borrowers on the Tranche B Term Loan Borrowing Date in Dollars in a principal amount equal to such Lender’s Tranche B Term Loan Commitment. No Lender shall have an obligation to make a Tranche B Term Loan in excess of such Lender’s Tranche B Term Loan Commitment. (ii) Subject to the terms and conditions of this Agreement (including Section 6.02), the Administrative Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than 5 p.m. (Eastern New York City time) at least three (3) Business Days in advance of the proposed Tranche B Term Loan Borrowing Date. (iii) The Borrower Borrowers may make one (1) borrowing under the Tranche B Term Loan Commitment which shall be on the Tranche B Term Loan Borrowing Date. Subject to Sections 3.01 and 3.03, all amounts owed hereunder with respect to the Tranche B Term Loan shall be paid in full no later than the Maturity Date. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately and without further action on the earlier of (x) the Tranche B Term Loan Borrowing Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such datedate and (y) the Tranche B Term Loan Commitment Termination Date.

Tranche B Term Loan. (i) Prior to the Tranche B Term Loan Commitment Termination Date, subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Lender, severally and not jointly, agrees, at the request of the Borrower, to provide its share of the Tranche B Term Loan to the Borrower on the Tranche B Term Loan Borrowing Date in Dollars in a principal amount equal to such Lender’s Tranche B Term Loan Commitment. No Lender shall have an obligation to make a Tranche B Term Loan in excess of such Lender’s Tranche B Term Loan Commitment. (ii) Subject to the terms and conditions of this Agreement (including Section 6.02), the Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than 5 p.m. (Eastern time) at least three (3) Business Days in advance of the proposed Tranche B Term Loan Borrowing Date. (iii) The Borrower may make one (1) borrowing under the Tranche B Term Loan Commitment which shall be on the Tranche B Term Loan Borrowing Date. Subject to Sections 3.01 and 3.03, all amounts owed hereunder with respect to the Tranche B Term Loan shall be paid in full no later than the Maturity Date. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately and without further action on the Tranche B Term Loan Borrowing Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such date.

Tranche B Term Loan. (i) Prior to the Tranche B Term Loan Commitment Termination Date, subject Subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Lender severally agrees to make its portion of a term loan (or pursuant to the immediately succeeding sentence, elects to convert all of such Lender’s Tranche C Term Loans into a like portion of a new term loan) (such loans and conversions, severally and not jointlycollectively, agrees, at the request of the Borrower, to provide its share of the “Tranche B Term Loan Loan”) to the Borrower on the Amendment No. 4 Effective Date (or on the effective date of any increase in the aggregate Tranche B Term Loan Borrowing Date Commitments pursuant to Section 2.01(e), as applicable) in Dollars in a principal an amount equal not to exceed such Lender’s Tranche B Term Loan Commitment. No In connection with the making of the Tranche B Term Loan pursuant to the immediately preceding sentence, any Lender shall have an obligation holding Tranche C Term Loans may elect to make fund its Pro Rata Share of the Tranche B Term Loan equal to the outstanding principal amount of its Tranche C Term Loans by converting all of the outstanding principal amount of the Tranche C Term Loans of such Lender into a Tranche B Term Loan in excess of (each such Lender’s Tranche B C Term Loan Commitment. (ii) Subject that is to the terms and conditions be converted, a “Converted Tranche C Term Loan”). Delivery of this Agreement (including Section 6.02)a counterpart signature to Amendment No. 4 by a Lender holding Tranche C Term Loans, the Borrower shall deliver with no other notice to the Administrative Agent a fully executed Borrowing Notice no later than 5 p.m. (Eastern time) at least three (3) Business Days in advance to the contrary, shall be deemed to be an election by such Lender to fund its Pro Rata Share of the proposed Tranche B Term Loan Borrowing Date. (iii) The Borrower may make one (1) borrowing under the Tranche B Term Loan Commitment which equal to the outstanding principal amount of its Tranche C Term Loans in the form of a Converted Tranche C Term Loan. On the Amendment No. 4 Effective Date, the Converted Tranche C Term Loans of all Lenders shall be converted for all purposes of this Agreement into Tranche B Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Converted Tranche C Term Loans that have been converted into Tranche B Term Loans. Without limitation of Section 2.01(e), amounts repaid on the Tranche B Term Loan Borrowing Dateafter the Amendment No. Subject to Sections 3.01 and 3.03, all amounts owed hereunder with respect to the 4 Effective Date may not be reborrowed. The Tranche B Term Loan shall be paid in full no later than may consist of Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, however, unless otherwise agreed by the Maturity Date. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately Administrative Agent and without further action the Borrower, all Borrowings made on the Tranche B Term Loan Borrowing Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such date.Amendment No. 4

Tranche B Term Loan. (i) Prior to the Tranche B Term Loan Commitment Termination Date, subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth hereinin Section 6.02, each Lender, severally and not jointly, agrees, at the request of the Borrower, agrees to provide its share of the Tranche B Term Loan to the Borrower on the Tranche B Term Loan Borrowing Date in Dollars in a principal amount equal to such Lender’s Tranche B Term Loan Commitment. No Lender shall have an obligation to make a Tranche B Term Loan in excess of such Lender’s Tranche B Term Loan Commitment. (ii) Subject to the terms and conditions of this Agreement (including Section 6.02), the Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than 5 p.m. (Eastern New York City time) at least three one (31) Business Days Day in advance of the proposed Tranche B Term Loan Borrowing Date. (iii) The Borrower may make request one (1) borrowing under the Tranche B Term Loan Commitment which shall be on the Tranche B Term Loan Borrowing Date. Subject to Sections 3.01 and 3.03, all All amounts owed hereunder with respect to the Tranche B Term Loan shall be paid in full no later than the Maturity Date. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately and without further action on the Tranche B Term Loan Borrowing Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such date.

Tranche B Term Loan. (i) Prior to the Tranche B Term Loan Commitment Termination Date, subject Subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Tranche B Term Lender severally agrees to make a loan (a “Tranche B Term Loan”) to the Borrower in Dollars, on the Closing Date in an aggregate principal amount not to exceed such Tranche B Term Lender, severally and not jointly, agrees, at the request of the Borrower, to provide its share ’s Applicable Percentage of the Tranche B Term Loan Commitment; provided that, notwithstanding anything to the Borrower contrary in this Agreement, (i) each Tranche B Term Lender agrees that it has, in lieu of funding its Tranche B Term Loan Commitments in cash, elected to exchange (the “DIP to Exit Conversion”) all or a portion of the outstanding principal amount of the DIP Loans outstanding under the DIP Credit Agreement held by such Tranche B Term Lender (in its capacity as a lender under the DIP Credit Agreement) as set forth on Schedule 2.01(b) into the Facility as Tranche B Term Loans on a dollar for dollar basis (it being understood and agreed that, on the Closing Date, (x) the aggregate principal amount of the DIP Loans held by such Tranche B Term Lender (in its capacity as a lender under the DIP Credit Agreement) as set forth on Schedule 2.01(b) shall be deemed automatically repaid in full under the DIP Credit Agreement, and (y) in connection with such DIP to Exit Conversion, the Tranche B Term Loan Borrowing Loans shall be deemed automatically advanced by such Tranche B Term Lender on the Closing Date in Dollars in a principal amount equal pursuant to such Lender’s this Section 2.01(b)). Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Tranche B Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Tranche B Term Loan CommitmentCommitments in effect on the Closing Date and not drawn (or deemed drawn) on the Closing Date shall expire immediately after such date. No Lender shall have an obligation to make a The Borrower and Tranche B Term Loan in excess of such Lender’s Tranche B Term Loan Commitment. (ii) Subject to the terms and conditions of this Agreement (including Section 6.02)Lenders agree that, the Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than 5 p.m. (Eastern time) at least three (3) Business Days in advance of the proposed Tranche B Term Loan Borrowing Date. (iii) The Borrower may make one (1) borrowing under for U.S. federal income tax purposes, the Tranche B Term Loan Commitment which Loans shall be on treated as common equity in Holdings, and the Borrower and Tranche B Term Loan Borrowing Date. Subject to Sections 3.01 Lenders shall file their U.S. federal, state and 3.03, all amounts owed hereunder local income tax returns in a manner consistent with respect to the Tranche B Term Loan shall be paid in full no later than the Maturity Date. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately and without further action on the Tranche B Term Loan Borrowing Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such datethis treatment.

Tranche B Term Loan. (i) Prior to the Tranche B Term Loan Commitment Termination Date, subject Subject to the terms and conditions of this Agreement hereof and relying on in reliance upon the representations and warranties set forth herein, each Lender, Term Loan Lender severally and not jointly, agrees, at agrees to make available to the request of Borrower (i) on the Borrower, to provide its share of the Initial Tranche B Term Loan to Funding Date such Term Loan Lender’s Initial Tranche B Term Loan Commitment Percentage of a term loan in Dollars (the “Initial Tranche B Term Loan”) in the aggregate principal amount of TWO HUNDRED MILLION DOLLARS ($200,000,000) (the “Initial Tranche B Term Loan Committed Amount”) and (ii) on the Third Amendment Effective Date, such Term Loan Lender’s New Tranche B Term Loan Commitment Percentage of a term loan in Dollars (the “New Tranche B Term Loan”; and together with the Initial Tranche B Term Loan, the “Tranche B Term Loan”) in the aggregate principal amount of TWO HUNDRED MILLION DOLLARS ($200,000,000) (the “New Tranche B Term Loan Committed Amount”), in each case for the purposes hereinafter set forth. The Tranche B Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request. LIBOR Rate Loans shall be made by each Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the Tranche B Term Loan Borrowing Date in Dollars in a principal amount equal to such Lender’s Tranche B Term Loan Commitment. No Lender shall have an obligation to make a Tranche B Term Loan in excess of such Lender’s Tranche B Term Loan Commitmentmay not be reborrowed. (ii) Subject to the terms and conditions of this Agreement (including Section 6.02), the Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than 5 p.m. (Eastern time) at least three (3) Business Days in advance of the proposed Tranche B Term Loan Borrowing Date. (iii) The Borrower may make one (1) borrowing under the Tranche B Term Loan Commitment which shall be on the Tranche B Term Loan Borrowing Date. Subject to Sections 3.01 and 3.03, all amounts owed hereunder with respect to the Tranche B Term Loan shall be paid in full no later than the Maturity Date. Each Lender’s Tranche B Term Loan Commitment shall terminate immediately and without further action on the Tranche B Term Loan Borrowing Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such date.