Common use of Tranche C Term Loan Commitments Clause in Contracts

Tranche C Term Loan Commitments. (a) Subject to the terms and conditions hereof, each Tranche C Term Loan Lender severally agrees to make a loan (or pursuant to Section 2.2(b), elects to convert all or a portion of such Lender's Tranche B Term Loans into a loan) (each such loan or conversion, a "Tranche C Term Loan") to the Borrowers on the Restatement Effective Date in an amount not to exceed the amount of the Tranche C Term Loan Commitment of such Lender. The Tranche C Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.3 and 2.13. (b) In connection with the making of the Tranche C Term Loans pursuant to Section 2.2(a), by delivering written notice to the Administrative Agent at least two Business Days prior to the Restatement Effective Date, any Tranche B Term Loan Lender who has agreed to become a Tranche C Term Loan Lender may elect to make all or any portion of such Lender's Tranche C Term Loans requested by the Borrower to be made on the Restatement Effective Date by converting all or a portion of the outstanding principal amount of the Tranche B Term Loans held by such Lender into Tranche C Term Loans in a principal amount equal to the amount of Tranche B Term Loans so converted (each such Tranche B Term Loan to the extent it is to be converted, a "Converted Term Loan"). On the Restatement Effective Date, the Converted Term Loans shall be converted for all purposes of this Agreement into Tranche C Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Converted Term Loans converted into Tranche C Term Loans. Any written notice to the Administrative Agent delivered by an applicable Lender pursuant to this Section shall specify the amount of such Lender's Tranche C Term Loan Commitment and the principal amount of Tranche B Term Loans held by such Lender that are to be converted into Tranche C Term Loans.

Tranche C Term Loan Commitments. Company may, at any time from and after the Closing Date but prior to the fourth anniversary of the Closing Date, request an increase in the then effective aggregate principal amount of the Term Loan Commitments; provided that (a) Subject to the terms and conditions hereof, each Tranche C Term Loan Lender severally agrees to make a loan (or pursuant to Section 2.2(b), elects to convert all or a portion of such Lender's Tranche B Term Loans into a loan) (each such loan or conversion, a "Tranche C Term Loan") to the Borrowers on the Restatement Effective Date in an amount not to exceed the aggregate principal amount of the Tranche C Term Loan Commitment Commitments pursuant to this subsection 2.1A(v) shall not exceed $300,000,000, (b) Company shall execute and deliver such documents and instruments and take such other actions as may be reasonably requested by Administrative Agent in connection with such Tranche C Term Loan Commitments, (c) no Potential Event of Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Tranche C Term Loan Commitments, (d) Company and its Subsidiaries shall be in compliance, on a pro forma basis, with each of the financial covenants specified in subsection 7.6 as of the last day of the most recently ended Fiscal Quarter before and after giving effect to such Tranche C Term Loan Commitments; (e) the Tranche C Term Loans made under this subsection 2.1A(v) shall have a maturity date no earlier than the Tranche B Term Loan Maturity Date and shall have a weighted average life to maturity no earlier than the weighted average life to maturity applicable to the Tranche B Term Loans made under subsection 2.1A(ii), and (f) all other terms and conditions with respect to the Tranche C Term Loans made pursuant to this subsection 2.1A(v) (other than pricing) shall be reasonably acceptable to Administrative Agent. The request under this subsection 2.1A(v) shall be submitted by Company to Administrative Agent (which shall promptly forward copies to all existing Lenders). At the time of sending such request, Company (in consultation with Administrative Agent) shall specify the time period within which each existing Lender is requested to respond (which in no event shall be more than ten Business Days from the date of delivery of such request). Company may also specify any fees offered to those existing Lenders or new lenders (collectively, the “Tranche C Lenders”) which agree to make a Tranche C Term Loan Commitment, which fees may be variable based upon the amount of any such Tranche C Lender’s Tranche C Term Loan Commitment. No existing Lender shall have any obligation, express or implied, to make any Tranche C Term Loan Commitment. Only the consent of each Tranche C Lender shall be required for an increase in the aggregate principal amount of the Term Loan Commitments pursuant to this subsection 2.1A(v). No existing Lender which declines to make a Tranche C Term Loan Commitment may be replaced with respect to its existing Commitment as a result thereof without such Lender’s consent. Each existing Lender that has agreed to make a Tranche C Term Loan Commitment shall notify Administrative Agent within the time period specified above of the amount of the proposed Tranche C Term Loan Commitment that it is willing to make and Company shall accept the offered amount of each such existing Lender up to such existing Lender’s Pro Rata Share of the aggregate amount of the Tranche C Term Loan Commitments as in effect prior to giving effect to any Tranche C Term Loan Commitment. In the event that the Tranche C Term Loan Commitments of the existing Lenders accepted by Company are less than the amount of the requested increase in the Term Loan Commitments, Company may accept some or all of the offered amounts of each existing Lender in excess of such Lenders’ Pro Rata Share or designate new lenders that qualify as Eligible Assignees and that are reasonably acceptable to Administrative Agent as additional Tranche C Lenders hereunder in accordance with this subsection 2.1A(v). Subject to the rights of the existing Lenders set forth above, Company and Administrative Agent shall have discretion jointly to adjust the allocation of the aggregate principal amount of the Tranche C Term Loan Commitments among Tranche C Lenders. Subject to the foregoing, the increase in the Term Loan Commitments requested by Company shall be effective (the “Tranche C Term Loan Commitment Effective Date”) upon delivery to Administrative Agent of each of the following documents: (i) an originally executed copy of an instrument of joinder signed by a duly authorized officer of each Tranche C Lender, in form and substance reasonably acceptable to Administrative Agent, setting forth, among other things, the interest rate, maturity date and amortization schedule of Tranche C Term Loans; (ii) a Notice of Borrowing, signed by a duly authorized officer of Company; (iii) an Officer’s Certificate of Company, in form and substance reasonably acceptable to Administrative Agent as to the authority of the officer executing the instrument of joinder on behalf of Company and all conditions to such increase having been satisfied; (iv) to the extent requested by any Tranche C Lender, executed Tranche C Term Notes issued by Company in accordance with subsection 2.1E; and (v) any other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent. The Tranche C Term Loans may from time to time Loan Commitments shall be Eurodollar Loans or Base Rate Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.3 and 2.13. (b) In connection with the making of the Tranche C Term Loans pursuant to Section 2.2(a), by delivering written notice to the Administrative Agent at least two Business Days prior to the Restatement Effective Date, any Tranche B Term Loan Lender who has agreed to become a Tranche C Term Loan Lender may elect to make all or any portion of such Lender's Tranche C Term Loans requested by the Borrower to be made on the Restatement Effective Date by converting all or a portion of the outstanding principal amount of the Tranche B Term Loans held by such Lender into Tranche C Term Loans in a principal amount equal to the amount of Tranche B Term Loans so converted (each such Tranche B Term Loan to the extent it is to be converted, a "Converted Term Loan"). On the Restatement Effective Date, the Converted Term Loans shall be converted for all purposes of this Agreement into Tranche C Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Converted Term Loans converted into Tranche C Term Loans. Any written notice to the Administrative Agent delivered by an applicable Lender pursuant to this Section shall specify the amount of such Lender's Tranche C Term Loan Commitment and A) the principal amount of Tranche B C Term Loans held Loan Commitments made by such Lender that are to be converted into existing Lenders and accepted by Company in accordance with this subsection 2.1A(v) plus (B) the principal amount of Tranche C Term LoansLoan Commitments made by additional Tranche C Lenders, in either case as adjusted by Company and Administrative Agent pursuant to this subsection 2.1A(v). Upon effectiveness of such increase, the Commitments and Pro Rata Share of each Lender will be adjusted to give effect to the Tranche C Term Loan Commitments. Notwithstanding anything to the contrary in subsection 10.6, Administrative Agent is expressly permitted to amend the Loan Documents to the extent necessary to give effect to the Tranche C Term Loan Commitments pursuant to this subsection 2.1A(v).

Tranche C Term Loan Commitments. (a) Subject to the terms and conditions hereof, each Tranche C Term Loan Lender severally agrees to make a loan in Dollars (or pursuant to Section 2.2(b)the immediately succeeding sentence, elects to convert all or a portion of such Lender's Tranche B Term Loans into a loan) (each such loan or conversion, individually a "Tranche C Term Loan"; and collectively, the "Tranche C Term Loans") to the Borrowers Company on the Restatement Amendment Effective Date Date, in an aggregate principal amount not equal to exceed the amount of the such Lender's Tranche C Term Loan Commitment of such LenderCommitment. The Tranche C Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.3 and 2.13. (b) In connection with the making of the Tranche C Term Loans pursuant to Section 2.2(a)the immediately preceding sentence, by delivering oral or written notice to the Administrative Agent at least two Business Days prior to the Restatement Amendment Effective Date, any Lender of Tranche B Term Loan Lender Loans who has agreed to become a Tranche C Term Loan Lender may elect to make all or any portion of such Lender's Tranche C Term Loans requested by the Borrower to be made on the Restatement Effective Date Loan by converting all or a portion of the outstanding principal amount of the Tranche B Term Loans held by such Lender into a Tranche C Term Loans Loan in a principal amount equal to the amount of Tranche B Term Loans so converted (each such Tranche B Term Loan to the extent it is to be converted, a "Converted Tranche B Term Loan"). On the Restatement Amendment Effective Date, the Converted Tranche B Term Loans shall be converted for all purposes of this Agreement into Tranche C Term Loans, and the Administrative Agent shall record in the Register Registrar the aggregate amounts of Converted Tranche B Term Loans converted into Tranche C Term Loans. Any written notice to the Administrative Agent delivered by an applicable Lender pursuant to this Section subsection shall specify the amount of such Lender's Tranche C Term Loan Commitment and the principal amount of Tranche B Term Loans held by such Lender that are to be converted into Tranche C Term Loans."; (c) adding the following new subsection 2.5: