Common use of Additional Term Loans Clause in Contracts

Additional Term Loans. Subject only to the satisfaction or waiver of the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars (the “2014-1 Additional Term Loans”) to the Borrower on the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount of a 2014-1 Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Agreement.

Additional Term Loans. Subject only to Concurrent with the satisfaction or waiver occurrence of the conditions expressly set forth in Section 4 of Second Amendment Effective Date, the Eleventh Amendment, Persons party to a Term Loan Joinder Agreement as lenders (each 2014-1 an “Additional Term Lender agrees to Loan Lender”) shall make a loan in Dollars Term Loans (the “2014-1 Additional Term Loans”) to the Borrower on in an amount equal to the Eleventh Amendment Effective Date amount set forth in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount of a 2014-1 Additional Term Loan which is repaid or prepaid by Lender’s Term Loan Joinder Agreement (the Borrower may be reborrowed hereunder. The 2014-1 “Additional Term Loan Commitments”); provided, that such Additional Term Loans shall be denominated in Dollarsmade with 1% of original issue discount, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, such that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made amount funded on the Eleventh Second Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth by each Lender in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver respect of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 its Additional Term Loans shall be released from escrow 99% of its Additional Term Loan Commitment. The aggregate amount of the Additional Term Loan Commitments is $40,000,000. Such Additional Term Loan Commitments shall be effected pursuant to one or more Term Loan Joinder Agreements executed and delivered by Borrower, each Additional Term Loan Lender and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.19(c) of the Amended Credit Agreement. The amount of each Additional Term Loan owing to each Additional Term Loan Lender as of the Second Amendment Effective Date (before giving effect to any subsequent repayments) shall be an amount equal to 100% of such Additional Term Loan Lender’s Additional Term Loan Commitment, irrespective that the amount funded on the Eleventh Second Amendment Release Date. If the 2014-1 Effective Date is 99% of such Additional Term Loans Termination Date occurs, the proceeds Loan Commitment. The terms of the 2014-1 Additional Term Loans Loan Commitments shall be released from escrow on the conditions as set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Amended Credit Agreement.

Additional Term Loans. Subject only The Borrower shall have the right, at any time and from time to time, to request the satisfaction or waiver making of the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 additional Loans (“Additional Term Lender agrees to make a loan in Dollars (the “2014-1 Additional Term Loans”) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to the making of any Additional Loans the aggregate outstanding amount of the Loans shall not exceed $500,000,000 minus the amount of any optional prepayments of the Loans pursuant to Section 2.8. Additional Loans shall be on the same terms and conditions of this Agreement that are applicable to all other Loans. Each such request to make Additional Loans must be in a minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. If the request is approved by the Administrative Agent, the Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the Additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders; provided that any such other banks, financial institutions and other institutional lenders and the amounts of the respective increases and the allocations of such Additional Loans, as the case may be, shall be reasonably acceptable to the Borrower. No Lender shall be obligated in any way whatsoever to make Additional Loans, and any new Lender becoming a party to this Agreement in connection with any such requested Additional Loans must be an Eligible Assignee. In connection with the making of any Additional Loans under this Section, (I) the Borrower shall certify to any Person to become a Lender or any Lender making Additional Loans that (x) no Default or Event of Default is in existence on the effective date of such increase and (y) the representations and warranties made or deemed made by the Borrower and each other Loan Party in any Loan Document to which such Loan Party is a party are true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case whether such representations and warranties are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (II) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies (certified by the Secretary or Assistant Secretary of the Borrower) of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Additional Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower on and the Eleventh Amendment Effective Date Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders providing Additional Loans, in the aggregate principal amount of each such Lender▇▇▇▇▇▇’s 2014-1 Loans at the time of the effectiveness of the making of any Additional Term CommitmentLoans. No amount In connection with the making of a 2014-1 any Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Administrative Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Agreementmay reasonably request.

Additional Term Loans. Subject only (a) The Borrower confirms and agrees that it has requested the Additional Term Loan Commitments and the Additional Term Loans to be made pursuant thereto, which Additional Term Loan Commitments shall be deemed to be Term Loan Commitments to make Term Loans on the same terms as the Term Loans funded on the Closing Date (including, but not limited to, with respect to amortization of the Term Loans funded on the Closing Date; provided that amortization with respect to the satisfaction or waiver Additional Term Loans shall not commence until Term Loans are otherwise payable after the Additional Term Loans are made, subject to the other provisions applicable to the payment of the conditions expressly Term Loans set forth in the Credit Agreement, including, without limitation, the provisions of Section 4 4.3(e)) under the Existing Credit Agreement. (b) Each Additional Term Loan Lender agrees severally and not jointly (i) that upon the effectiveness of this Amendment on the First Amendment Effective Date and at all times thereafter, such Additional Term Loan Lender will be bound (or continue to be bound, as applicable) by the provisions of the Eleventh AmendmentCredit Agreement and the other Loan Documents and shall perform all of the obligations and have all of the rights of a Lender thereunder, each 2014-1 (ii) (x) to provide the Additional Term Lender agrees Loan Commitment in the aggregate principal amount equal to the amount set forth opposite its name on Schedule I hereto and (y) to make a loan in Dollars (the “2014-1 Additional Term Loans”) to the Borrower Loan on the Eleventh First Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No equal to the amount of a 2014-1 its Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Commitment, and, in each case, when made, such Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate added to and constitute a part of the outstanding Term Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 under the Credit Agreement. (c) Upon the making of the Additional Term Loans made by hereunder, the 2014-1 Agent shall promptly update the Register to give effect to the Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. Loans. (d) The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow made as a single borrowing, with an initial Interest Period that commences on the Eleventh First Amendment Release Effective Date and ends on the last day of the Interest Period applicable to the outstanding Term Loans on the First Amendment Effective Date. If During the 2014-1 initial Interest Period applicable to the Additional Term Loans Termination immediately after the Additional Term Loans are deemed made on the First Amendment Effective Date occursas SOFR Rate Loans, the proceeds of Adjusted Term SOFR applicable to the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth same Adjusted Term SOFR applicable for the outstanding SOFR Rate Loans as of the First Amendment Effective Date. Notwithstanding anything to the contrary contained herein or in the Eleventh Credit Agreement, from and after the First Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to Effective Date, the 2014-1 outstanding Term Loans, the Additional Term Lenders on Loans and the 2014-1 Delayed Draw Term Loans shall constitute a single Class and a single borrowing of Term Loans for all purposes under the Credit Agreement. (e) The Additional Term Loan Maturity Commitments of the Additional Term Loan Lenders shall terminate upon the making of the Additional Term Loans on the First Amendment Effective Date. (f) Each Additional Term Loan Lender (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and make its portion of the Additional Term Loans, have been made available to such Additional Term Loan Lender; (ii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iii) acknowledges and agrees that upon the First Amendment Effective Date in accordance with such Additional Term Loan Lender shall be (or shall continue to be, as applicable) a “Lender” under, and for all purposes of, the Eleventh Amendment Escrow Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms hereof and thereof, and shall perform all the obligations of and shall have all rights of a Lender hereunder and thereunder. Each Additional Term Loan Lender confirms that (A) it meets all the requirements to be a Lender under the Credit Agreement, (B) it is an Eligible Assignee and (C) it is not a Disqualified Lender or an Affiliate thereof.

Additional Term Loans. Subject only (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.12, the Borrower shall have the option to request increases in the Total Commitment, at any time and from time to time before at least three (3) months prior to the latest Maturity Date, in an amount such the Global Commitment would not exceed $1,000,000,000.00 (after giving effect to each such increase), which increase shall be allocated one or more tranches of term loan commitments, which may include the 2027 Term Commitments (each, an “Additional Term Commitment”) by giving written notice to the Agent (an “Increase Notice”; and the amount of each such requested increase, a “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and within ten (10) days shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an Additional Term Commitment in connection with such increase (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent promptly shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an Additional Term Commitment, in each case, upon such terms described in the Additional Commitment Request Notice, shall provide Agent with a written commitment letter specifying the amount of the Additional Term Commitment, as applicable, by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice not to exceed ten (10) days. If the requested increase is oversubscribed then the Agent and the Arrangers shall allocate the Commitment Increase among the Lenders, who provide such commitment letters on such basis mutually acceptable to each of the Borrower, Agent and Arrangers. If the Additional Term Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, Arrangers or Borrower will seek one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Borrower) to become a Lender and provide an Additional Term Commitment, as applicable. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Term Commitment to be provided by each Lender and the revised Applicable Percentages which shall be applicable after the effective date of the Additional Term Commitment specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an Additional Term Commitment. (b) Any Additional Term Commitment may, if determined necessary by the Agent and the Lenders providing such Additional Term Commitments, in their reasonable discretion, be effected pursuant to one or more amendments (the “Additional Term Loan Amendment”) executed and delivered by the Borrower, the applicable Lenders providing such Additional Term Commitments, and the Agent. All Additional Term Loans shall (A) mature on the Maturity Date with respect thereto as set forth in the applicable Additional Term Loan Amendment, but shall mature no earlier than the earliest Maturity Date for any Class of outstanding Loans, (B) bear interest at such rates as are agreed upon by the Borrower and the Lenders providing such Additional Term Loans, (C) not require scheduled amortization prior to the earliest Maturity Date for any Class of outstanding Loans but may permit voluntary prepayment (subject to sub-clause (D) hereof), and (D) not rank higher than pari passu in right of payment and with respect to security with all other existing Loans or have different borrower or guarantors as the Borrower and Guarantors with respect to all other Obligations. Each Additional Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as are consistent with this Section 2.12 and may be necessary or appropriate, in the opinion of the Agent, to effect the provisions of this Section 2.12 with respect thereto. On any Commitment Increase Date on which any Additional Term Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each applicable Lender shall make an Additional Term Loan to the Borrower (an “Additional Term Loan”) in an amount equal to its Additional Term Commitment as of such date, and (ii) each new Lender shall become a Lender hereunder with respect to the Additional Term Commitment and the Additional Term Loans made pursuant thereto. (c) [Reserved]. (d) Upon the effective date of each increase in the Commitment pursuant to this §2.12 the Agent may unilaterally revise Schedule 1.1 and the Borrower shall, if requested by such Lender, execute and deliver to the Agent new Notes for each Lender who provided an Additional Term Loan. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders and delivered to Borrower. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes. (e) Notwithstanding anything to the contrary contained herein, any increase in the Total Commitment pursuant to this §2.12 shall be conditioned upon satisfaction or waiver of the following conditions expressly set forth in Section 4 precedent which must be satisfied or waived prior to the effectiveness of any increase of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars (the “2014-1 Additional Term Loans”) to the Borrower on the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Total Commitment. No amount of a 2014-1 Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Agreement.:

Additional Term Loans. Subject only (a) The Borrower shall have the right, prior to the satisfaction or waiver Maturity Date and with the consent of the Agent (such consent not to be unreasonably withheld) with respect to the identity of any new Lender, from time to time during the term of this Credit Agreement, and subject to the terms and conditions expressly set forth below, to request additional term loans (which may or may not by their terms, at the election of the Borrower, automatically increase the aggregate amount of the Revolving Committed Amount upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure as provided in Section 3.2(a)(iii)); provided that (i) no Default or Event of Default shall exist at the time of the request or the proposed additional term loans and all conditions precedent for a Loan set forth in Section 4 5.2(b), (c) and (e) have been satisfied, (ii) such increase must be in a minimum amount of $10,000,000 and in integral multiples of $1,000,000 above such amount, (iii) no such additional term loan may by its terms provide for an automatic increase in the aggregate amount of the Eleventh AmendmentRevolving Committed Amount upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure as provided in Section 3.2(a)(iii), each 2014-1 Additional if the sum of (x) such additional term loans, plus the (y) Revolving Committed Amount, plus (z) any principal amounts outstanding under any Term Loans that by their terms automatically increase the aggregate amount of the Revolving Committed Amount upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure as provided in Section 3.2(a)(iii), shall exceed SEVEN HUNDRED FIFTY MILLION DOLLARS ($750,000,000), (iv) no individual Lender agrees shall be required to make a any such additional term loan in Dollars without such Lender’s written consent, (v) the “2014-1 Additional Borrower shall execute and deliver such Term Note(s) and amendments and collateral documentation reasonably satisfactory to the Agent and provide Permitted Cash Collateral as required pursuant to Section 7.13 hereof to collateralize such additional Term Loans”, and (vi) Schedule 1.1 shall be amended to reflect the revised Term Loan Amounts of the Lenders. Any such additional term loans shall be made, at the option of the Borrower, by (x) one or more existing Lenders; provided that any Lender making such additional term loan must consent in writing thereto and/or (y) one or more institutions that is not an existing Lender; provided that any such institution (A) must conform to the definition of Eligible Assignee, (B) must have an additional term loan of at least $10,000,000 unless otherwise agreed to by the Agent and the Borrower and (C) must become a Lender under this Credit Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in a manner acceptable to the Borrower on the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount of a 2014-1 Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow AgreementAgent.

Additional Term Loans. Subject only (a) The Borrower may, at any time and from time to time after the Amendment No. 5 Effective Date, by notice to the satisfaction or waiver of Administrative Agent, request an increase in the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars Loan Facility (the “2014-1 Additional Term Loans”) to (within the Borrower on limitations herein provided), which notice shall set forth the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 requested borrowing of Additional Term CommitmentLoans. No amount of a 2014-1 The Additional Term Loans may be effected by having one or more New Term Lenders become Lenders under the Term Loan which is repaid Facility and/or by having any one or prepaid more of the then existing Lenders under the Term Loan Facility (at their respective election in their sole discretion) that have been approved by the Borrower may Borrower, the Administrative Agent and the Company (such approval by the Administrative Agent not to be reborrowed hereunder. The 2014-1 unreasonably withheld or delayed), provide Additional Term Loans, provided that (i) each borrowing of Additional Term Loans shall be denominated in Dollarsan amount not less than $5,000,000, (ii) on the applicable Additional Term Loan Effective Date, after giving effect to the borrowing of Additional Term Loans, the Current Term Advance Amount shall not exceed the Term Loan Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.28 would be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or satisfied on a combination thereofpro forma basis for the most recent determination period, provided, that all 2014-1 after giving effect to such borrowing of Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made as if it occurred on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver last day of the conditions set forth in such determination period and (xv) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 any Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If terms and pursuant to the 2014-1 documentation applicable to the Term Loans under the Term Loan Facility immediately prior to the borrowing of such Additional Term Loans. (b) As a condition to the borrowing of Additional Term Loans, (i) the Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit B hereto and the Administrative Agent shall have accepted and executed the same (such acceptance and execution by the Administrative Agent not to be unreasonably withheld or delayed); (ii) if requested by an Additional Lender, the Borrower shall have executed and delivered to the Administrative Agent the applicable Note payable to such Additional Lender (or its registered assigns); (iii) the Guarantors shall have consented in writing to the borrowing of Additional Term Loans Termination Date occursand shall have agreed that their Guaranty Agreements continue in full force and effect with respect to the Term Loan Facility after giving effect to such borrowing of Additional Term Loans; (iv) the Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such borrowing of Additional Term Loans; (v) if requested by the Administrative Agent, the proceeds Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the 2014-1 forms of opinions provided for in Section 5.1(viii), modified to apply to the borrowing of Additional Term Loans and to each Note, Commitment and Acceptance, and other documents executed and delivered in connection with such borrowing of Additional Term Loans); and (vi) a Ratable Borrowing Notice in accordance with Section 2.2.3 or as otherwise agreed among the Borrower, the Administrative Agent and the Additional Lenders. The form and substance of the documents required under clauses (i) through (v) above shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) acceptable to the 2014-1 Administrative Agent in its reasonable discretion. The Administrative Agent shall promptly provide written notice to all of the Lenders hereunder of any borrowings of Additional Term Lenders on Loans. (c) Upon the 2014-1 effective date of any borrowing of Additional Term Loans pursuant to the provisions hereof (the “Additional Term Loan Maturity Effective Date”), which Additional Term Loan Effective Date in accordance shall be mutually agreed upon by the Borrower, each applicable Additional Lender and the Administrative Agent, then: (A) on such Additional Term Loan Effective Date, each Additional Lender under the Term Loan Facility shall advance its Additional Term Loan, which shall be combined with the Eleventh Amendment Escrow Agreementother outstanding Term Advances and converted into one or more Term Advances under the Term Loan Facility; (B) on such Additional Term Loan Effective Date, the Borrower shall pay all costs (if any) payable under Section 3.4 resulting from the termination of any Term SOFR Ratable Advances under the Term Loan Facility prior to the last day of the applicable Interest Period; and (C) such Additional Lender under the Term Loan Facility shall have all of the rights and obligations of a Term Lender hereunder on and after such Additional Term Loan Effective Date. (d) [Reserved]. (e) For the avoidance of doubt, any borrowing of Additional Term Loans pursuant to the provisions of this Section 2.18 shall not require the consent of any Lender other than the applicable Additional Lenders. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the part of any Lender to make an Additional Term Loan hereunder at any time or a commitment or agreement on the part of the Borrower or the Administrative Agent to give or grant any Lender the right to make an Additional Term Loan hereunder at any time.

Additional Term Loans. Subject only The Borrower shall have the right, at any time and from time to time, to request the satisfaction or waiver making of the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 additional Loans (“Additional Term Lender agrees to make a loan in Dollars (the “2014-1 Additional Term Loans”) which are either Term A Loans or Term B Loans by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to the making of any Additional Loans the aggregate outstanding amount of the Loans shall not exceed $1,000,000,000 minus the amount of any optional prepayments of the Loans pursuant to Section 2.8. Additional Loans shall be on the same terms and conditions of this Agreement that are applicable to all other Term A Loans or Term B Loans, as the case may be. Each such request to make Additional Loans must be in a minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. If the request is approved by the Administrative Agent, the Administrative Agent, in consultation with the Borrower Representative, shall manage all aspects of the syndication of such Additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the Additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders; provided that any such other banks, financial institutions and other institutional lenders and the amounts of the respective increases and the allocations of such Additional Loans, as the case may be, shall be reasonably acceptable to the Borrower Representative. No Lender shall be obligated in any way whatsoever to make Additional Loans, and any new Lender becoming a party to this Agreement in connection with any such requested Additional Loans must be an Eligible Assignee. In connection with the making of any Additional Loans under this Section, (I) the Borrower shall certify to any Person to become a Lender or any Lender making Additional Loans that (x) no Default or Event of Default is in existence on the Eleventh Amendment Effective Date effective date of such increase and (y) the representations and warranties made or deemed made by the Borrower and each other Loan Party in any Loan Document to which such Loan Party is a party are true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case whether such representations and warranties are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (II) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies (certified by the Secretary or Assistant Secretary of the Borrower Representative) of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such Additional Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders providing Additional Loans, in the aggregate principal amount of each such Lender’s 2014-1 Loans at the time of the effectiveness of the making of any Additional Term CommitmentLoans. No amount In connection with the making of a 2014-1 any Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Administrative Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Agreementmay reasonably request.

Additional Term Loans. Subject only (a) The Borrower may, at any time and from time to time after the Amendment No. 3 Effective Date, by notice to the satisfaction or waiver of Administrative Agent, request an increase in the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars Loan Facility (the “2014-1 Additional Term Loans”) (within the limitations herein provided), which notice shall set forth the amount of such requested borrowing of Additional Term Loans. The Additional Term Loans may be effected by having one or more New Term Lenders become Lenders under the Term Loan Facility and/or by having any one or more of the then existing Lenders under the Term Loan Facility (at their respective election in their sole discretion) that have been approved by the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld or delayed), provide Additional Term Loans, provided that (i) each borrowing of Additional Term Loans shall be in an amount not less than $5,000,000, (ii) on the applicable Additional Term Loan Effective Date, after giving effect to the Borrower on the Eleventh Amendment Effective Date in borrowing of Additional Term Loans, the aggregate principal amount of such Lender’s 2014-1 all Additional Term Commitment. No amount Loans borrowed under this Section 2.18Current Term Advance Amount shall not exceed $400,000,000,the Term Loan Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.28 would be satisfied on a pro forma basis for the most recent determination period, after giving effect to such borrowing of a 2014-1 Additional Term Loan which is repaid or prepaid by Loans as if it occurred on the Borrower may be reborrowed hereunder. The 2014-1 last day of such determination period and (v) any Additional Term Loans shall be denominated on the terms and pursuant to the documentation applicable to the Term Loans under the Term Loan Facility immediately prior to the borrowing of such Additional Term Loans. (b) As a condition to the borrowing of Additional Term Loans, (i) the Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in Dollarsthe form of Exhibit B hereto and the Administrative Agent shall have accepted and executed the same; (ii) if requested by an Additional Lender, the Borrower shall be maintained as and/or converted into Base Rate Loans have executed and delivered to the Administrative Agent the applicable Note payable to such Additional Lender (or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 its registered assigns); (iii) the Guarantors shall have consented in writing to the borrowing of Additional Term Loans made and shall have agreed that their Guaranty Agreements continue in full force and effect with respect to the Term Loan Facility after giving effect to such borrowing of Additional Term Loans; (iv) the Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such borrowing of Additional Term Loans; (v) if requested by the 2014-1 Administrative Agent, the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.1 (viii), modified to apply to the borrowing of Additional Term Loans and to each Note, Commitment and Acceptance, and other documents executed and delivered in connection with such borrowing of Additional Term Loans); and (vi) a Ratable Borrowing Notice in accordance with Section 2.2.3 or as otherwise agreed among the Borrower, the Administrative Agent and the Additional Lenders. The form and substance of the documents required under clauses (i) through (v) above shall be fully acceptable to the Administrative Agent in its reasonable discretion. The Administrative Agent shall promptly provide written notice to all of the Lenders hereunder of any borrowings of Additional Term Loans. (c) Upon the effective date of any borrowing of Additional Term Loans pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 provisions hereof (the “Additional Term Loans of the same Type. The proceeds of the 2014-1 Loan Effective Date”), which Additional Term Loans made on the Eleventh Amendment Loan Effective Date shall be placed into escrow mutually agreed upon by the Borrower, each applicable Additional Lender and the Administrative Agent, then: (A) on such Additional Term Loan Effective Date, each Additional Lender under the Term Loan Facility shall advance its Additional Term Loan, which shall be combined with the Eleventh Amendment Escrow Agent other outstanding Term Advances and converted into one or more Term Advances under the Term Loan Facility; (B) on such Additional Term Loan Effective Date, the terms set forth in Borrower shall pay all costs (if any) payable under Section 3.4 resulting from the Eleventh Amendment Escrow Agreement. Subject only termination of any Eurodollar Ratable Advances under the Term Loan Facility prior to the satisfaction or waiver last day of the conditions set forth in applicable Interest Period; and (xC) Section 5.5 or such Additional Lender under the Term Loan Facility shall have all of the rights and obligations of a Term Lender hereunder on and after such Additional Term Loan Effective Date. (yd) Section 5.2 and Section 5.6[Reserved]. (e) For the avoidance of doubt, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 any borrowing of Additional Term Loans pursuant to the provisions of this Section 2.18 shall not require the consent of any Lender other than the applicable Additional Lenders. Nothing contained herein shall constitute, or otherwise be released from escrow deemed to be, a commitment or agreement on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds part of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) any Lender to the 2014-1 Additional Term Lenders on the 2014-1 make an Additional Term Loan Maturity Date in accordance with hereunder at any time or a commitment or agreement on the Eleventh Amendment Escrow Agreementpart of the Borrower or the Administrative Agent to give or grant any Lender the right to make an Additional Term Loan hereunder at any time.

Additional Term Loans. Subject only to the satisfaction or waiver of the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 (a) Each Lender with an Additional Term Lender A Loan Commitment severally agrees to make a term loan in Dollars (the “2014-1 Additional Term A Loans”) to the Borrower on the Eleventh First Amendment Effective Date in an aggregate principal amount equal to the amount of such ▇▇▇▇▇▇'s Additional Term A Loan Commitment. Each Lender with an Additional Term B Loan Commitment severally agrees to make a term loan (the “Additional Term B Loans”) to the Borrower on the Fourth Amendment Effective Date in an aggregate principal amount equal to the amount of such ▇▇▇▇▇▇'s Additional Term B Loan Commitment. The Additional Term A Loans, together with the Additional Term B Loans, shall be referred to herein as the “Additional Term Loans”. (b) The aggregate principal amount of the Additional Term A Loans made on the First Amendment Effective Date shall not exceed the aggregate principal amount of such Lender’s 2014-1 the Additional Term CommitmentA Loan Commitments. No Each Lender's Additional Term A Loan Commitment shall be permanently terminated immediately and without further action upon the funding of its Additional Term A Loans on the First Amendment Effective Date. The Additional Term A Loan Commitment shall be permanently terminated immediately and without further action upon the funding of all of the Additional Term A Loans on the First Amendment Effective Date. (c) The aggregate principal amount of a 2014-1 the Additional Term B Loans made on the Fourth Amendment Effective Date shall not exceed the aggregate principal amount of the Additional Term B Loan which is repaid or prepaid by Commitments. Each Lender's Additional Term B Loan Commitment shall be permanently terminated immediately and without further action upon the Borrower may be reborrowed hereunderfunding of its Additional Term B Loans on the Fourth Amendment Effective Date. The 2014-1 Additional Term B Loan Commitment shall be permanently terminated immediately and without further action upon the funding of all of the Additional Term B Loans on the Fourth Amendment Effective Date. (d) The proceeds of the Additional Term A Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans used (i) to consummate one or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans both of the same TypeFirst Amendment Acquisitions, (ii) to prepay the ABL Facility Indebtedness and (iii) for general corporate and other working capital purposes. The proceeds of the 2014-1 Additional Term B Loans shall be used (i) to consummate Permitted Acquisitions (or any other acquisition constituting a Permitted Investment), (ii) to prepay the ABL Facility Indebtedness and/or (iii) for working capital and other general corporate purposes. (e) All other terms of the Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms are as set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow AgreementFirst Amendment, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Fourth Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow this Agreement.

Additional Term Loans. Subject only Upon Holding's written notice to the satisfaction Agent, on the Subsequent Effective Date one or waiver more Additional Banks may become parties to this Agreement for the purpose of making additional Term Loans in an aggregate amount not to exceed $6,416,666.67 (each Additional Bank's Pro Rata Share of such amount, an "Additional Term Commitment"). On the conditions expressly set forth in Section 4 of the Eleventh AmendmentSubsequent Effective Date, each 2014-1 Additional Term Lender agrees to Bank shall make a new single loan denominated in Dollars (the “2014-1 Additional Term Loans”) to the Borrower on the Eleventh Amendment Effective Date Holdings in the aggregate principal amount of such Lender’s 2014-1 Bank's Pro Rata Share of the Additional Term Commitment. No amount of a 2014-1 Commitment (the "Additional Term Loan which is repaid or prepaid by Loan") upon the Borrower terms and subject to the conditions contained herein, as such terms and conditions may be reborrowed hereunderamended pursuant to Section 11.01 hereof, and any Additional Banks shall become parties to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Bank for all purposes of this Agreement from and after the Subsequent Effective Date. The 2014-1 Once the Additional Term Loans shall be denominated in Dollarshave been made pursuant to this Agreement, (i) Schedule 2.01 hereto shall be maintained as and/or converted into Base deemed to have been amended to include all Additional Banks party to this Agreement together with such Additional Banks' respective Term Commitment and Pro Rate Loans or Eurocurrency Loans or a combination thereofShare, provided(ii) Schedule 2.01 hereto shall be deemed to have been amended to adjust the Pro Rata Share of all other Banks party hereto, that all 2014-1 (iii) Schedule 2.09 hereto shall be deemed to have been amended to include the then applicable Term Loan amortization schedule based upon the percentages set forth therein, and (iv) the definitions of "Aggregate Term Commitment" and "Aggregate Commitment" shall be deemed to have been amended to include the Additional Term Loans Commitments made by such Additional Banks on the 2014-1 Additional Subsequent Effective Date. On and after the Subsequent Effective Date, the Effective Amount of all outstanding Revolving Loans plus the Effective Amount of all Swingline Loans plus the Effective Amount of all L/C Obligations plus the Effective Amount of all outstanding Term Lenders pursuant to Loans shall not exceed the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 then applicable Aggregate Commitment. The Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Banks shall be deemed to be Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, such Banks under this Agreement and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with other Loan Documents for all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Agreementpurposes.

Additional Term Loans. Subject only to In the satisfaction or waiver event of the conditions expressly set forth in Section 4 inclusion of the Eleventh Amendment, each 2014-1 an Additional Term Lender agrees Loan, Borrower, the Parent Guarantor, the Subsidiary Guarantors, the Administrative Agent and the new lender(s) or existing Lender(s) providing such Additional Term Loans shall enter into an amendment to make a loan in Dollars this Agreement and the other Loan Documents, as is necessary, to evidence such Additional Term Loan and have it be guaranteed and, as applicable, secured by the other Loan Documents (the “2014-1 Additional Term LoansLoan Amendment”) to ), and all Lenders not providing the Borrower on the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount of a 2014-1 Additional Term Loan which is repaid hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Additional Term Loan shall provide that: (A) the final maturity date of the Additional Term Loan shall be no earlier than any other Facility Termination Date, (B) there shall be no scheduled amortization of the loans or prepaid by reductions of commitments under the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loan, in each case, occurring earlier than any other Facility Termination Date, (C) the Additional Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans and Term Loans and the borrower and guarantors of the Additional Term Loans shall be denominated in Dollarsthe same as the Borrower and, the Parent Guarantor and the Subsidiary Guarantors with respect to the existing Revolving Loans and Term Loans, (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Additional Term Loan shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereofdetermined by the Borrower and the Lender(s) providing such Additional Term Loan, provided, that all 2014-1 (E) the Additional Term Loans made may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Loans and any existing Term Loans as shall be determined by the 2014-1 Borrower and the Lender(s) providing such Additional Term Lenders pursuant to Loan, and (F) the same Borrowing shall, unless otherwise specifically provided herein, consist entirely terms of 2014-1 the Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date Loan shall be placed into escrow with the Eleventh Amendment Escrow Agent on substantially identical to the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only herein with respect to the satisfaction or waiver of the conditions any other existing Term Loan (except as set forth in clauses (xA) Section 5.5 or through (yE) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreementabove). In connection with any Additional Term Loan, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occursBorrower, the proceeds Parent Guarantor, the Subsidiary Guarantors, the Administrative Agent and each of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereonLender(s) to the 2014-1 Additional Term Lenders on the 2014-1 providing such Additional Term Loan Maturity Date shall execute and deliver to the Administrative Agent the Term Loan Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence, guarantee or secure the Additional Term Loan including evidence of authority to borrow, certifications and opinions as the Administrative Agent may reasonably require. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Term Loan Amendment. The Term Loan Amendment, without the consent of any other Lender, may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in accordance the reasonable opinion of the Administrative Agent, the Lender(s) providing the Additional Term Loan and the Borrower, to implement the terms of the Additional Term Loan, including any amendments necessary to establish the Additional Term Loan, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent, the Lender(s) providing the Additional Term Loan and the Borrower in connection with the Eleventh Amendment Escrow Agreementestablishment of such Additional Term Loan.

Additional Term Loans. Subject only to the satisfaction or waiver of the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 (a) Each Lender with an Additional Term Lender A Loan Commitment severally agrees to make a term loan in Dollars (the “2014-1 Additional Term A Loans”) to the Borrower on the Eleventh First Amendment Effective Date in an aggregate principal amount equal to the amount of such ▇▇▇▇▇▇’s Additional Term Loan Commitment.A Loan Commitment. Each Lender with an Additional Term B Loan Commitment severally agrees to make a term loan (the “Additional Term B Loans”) to the Borrower on the Fourth Amendment Effective Date in an aggregate principal amount equal to the amount of such ▇▇▇▇▇▇’s Additional Term B Loan Commitment. The Additional Term A Loans, together with the Additional Term B Loans, shall be referred to herein as the “Additional Term Loans”. (b) The aggregate principal amount of the Additional Term A Loans made on the First Amendment Effective Date shall not exceed the aggregate principal amount of such the Additional Term A Loan Commitments. Each Lender’s 2014-1 Additional Term CommitmentA Loan Commitment shall be permanently terminated immediately and without further action upon the funding of its Additional Term A Loans on the First Amendment Effective Date. No The Additional Term A Loan Commitment shall be permanently terminated immediately and without further action upon the funding of all of the Additional Term A Loans on the First Amendment Effective Date. (c) The aggregate principal amount of a 2014-1 the Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term B Loans made on the Eleventh Fourth Amendment Effective Date shall not exceed the aggregate principal amount of the Additional Term B Loan Commitments. Each Lender’s Additional Term B Loan Commitment shall be placed into escrow with permanently terminated immediately and without further action upon the Eleventh Amendment Escrow Agent funding of its Additional Term B Loans on the terms set forth in Fourth Amendment Effective Date. The Additional Term B Loan Commitment shall be permanently terminated immediately and without further action upon the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver funding of all of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term B Loans shall be released from escrow on the Eleventh Fourth Amendment Release Effective Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Agreement.

Additional Term Loans. Subject only to the satisfaction or waiver of terms set forth herein and the conditions expressly set forth in Section 4 of hereof, on the Eleventh Amendment, each 2014-1 First Amendment Effective Date: (a) Each Additional Term Loan Lender, by its execution of its Lender Addendum, agrees to make a loan in Dollars (the “2014-1 an Additional Term Loans”) Loan to the Borrower on the Eleventh First Amendment Effective Date in the aggregate a principal amount of such Lender’s 2014-1 Additional Term Commitment. No not to exceed the amount of a 2014-1 set forth under the heading “Additional Term Loan which is repaid or prepaid Commitment” opposite such Additional Term Loan Lender’s name in its Lender Addendum (such commitment, its “Additional Term Loan Commitment”). (b) From and after the First Amendment Effective Date, each party hereto agrees that, for all purposes of the Credit Agreement and the other Loan Documents, (i) each Additional Term Loan Lender shall be deemed to be a Term Loan Lender and a Lender if not already a Term Loan Lender and a Lender under the Credit Agreement, and each Additional Term Loan Lender shall be a party to the Credit Agreement and shall have the rights and obligations of a Lender under the Credit Agreement if not already a Lender thereunder and (ii) each Additional Term Loan, when funded, shall be made a part of the existing tranche of Initial Term Loans and shall be deemed to be an Initial Term Loan, a Term Loan and a Loan for all purposes under the Credit Agreement (as amended by this Amendment) and the Borrower may be reborrowed hereunder. The 2014-1 other Loan Documents. (c) For the avoidance of doubt, the Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by incurred with the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans consent of the same Type. The proceeds of the 2014-1 Additional Lenders and shall not constitute Incremental Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow AgreementLoans.

Additional Term Loans. Subject only (a) Each Additional Tranche B-2 Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Credit Agreement and subject to the satisfaction or waiver of the conditions expressly set forth in Section 4 of the Eleventh Amendmentherein, each 2014-1 Additional Term Lender agrees to make a loan in Dollars (the “2014-1 Additional Tranche B-2 Term Loans”) Loans to the Borrower on the Eleventh Amendment Effective Additional Tranche B-2 Term Loan Funding Date in the an aggregate principal amount of not to exceed the amount set forth opposite such Additional Tranche B-2 Term Lender’s 2014-1 Additional Term Commitmentname on Schedule I hereto. No amount of a 2014-1 Additional Term Loan which is Amounts borrowed under this Section 2(a) and repaid or prepaid by may not be reborrowed. (b) Unless the Borrower may be reborrowed hereundercontext shall otherwise require, the Additional Tranche B-2 Term Loans shall constitute additional “Tranche B-2 Term Loans”, “Incremental Term Loans” and, solely with respect to the Tranche B-1 Term Loans, “Other Term Loans”, and the Additional Tranche B-2 Term Lenders shall constitute additional “Tranche B-2 Term Lenders”, “Incremental Term Lenders” and “Lenders”, in each case for all purposes of the Credit Agreement and the other Loan Documents. The 2014-1 Additional Tranche B-2 Term Loans to be made on the Additional Tranche B-2 Term Loan Funding Date will be funded with 50 basis points of original issue discount. (c) The proceeds of the Additional Tranche B-2 Term Loans shall be denominated used (i) solely to finance a portion of the 2012 Dividend (as defined below) and to pay fees and expenses incurred in Dollarsconnection therewith and herewith or (ii) for general corporate purposes of the Borrower and its Subsidiaries, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereofincluding without limitation, providedPermitted Acquisitions. (d) Unless previously terminated, that all 2014-1 the commitments of the Additional Term Loans made by the 2014-1 Additional Tranche B-2 Term Lenders pursuant to Section 2(a) shall terminate upon the same Borrowing shall, unless otherwise specifically provided herein, consist entirely making of 2014-1 the Additional Tranche B-2 Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Tranche B-2 Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow AgreementFunding Date.

Additional Term Loans. Subject only The Borrower may, at any time and from time to time after the Amendment No. 5 Effective Date, by notice to the satisfaction or waiver of Administrative Agent, request an increase in the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars Loan Facility (the “2014-1 Additional Term Loans”) to (within the Borrower on limitations herein provided), which notice shall set forth the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 requested borrowing of Additional Term CommitmentLoans. No amount of a 2014-1 The Additional Term Loans may be effected by having one or more New Term Lenders become Lenders under the Term Loan which is repaid Facility and/or by having any one or prepaid more of the then existing Lenders under the Term Loan Facility (at their respective election in their sole discretion) that have been approved by the Borrower may Borrower, the Administrative Agent and the Company (such approval by the Administrative Agent not to be reborrowed hereunder. The 2014-1 unreasonably withheld or delayed), provide Additional Term Loans, provided that (i) each borrowing of Additional Term Loans shall be denominated in Dollarsan amount not less than $5,000,000, (ii) on the applicable Additional Term Loan Effective Date, after giving effect to the borrowing of Additional Term Loans, the Current Term Advance Amount shall not exceed the Term Loan Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.28 would be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or satisfied on a combination thereofpro forma basis for the most recent determination period, provided, that all 2014-1 after giving effect to such borrowing of Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made as if it occurred on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver last day of the conditions set forth in such determination period and (xv) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 any Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Dateterms and pursuant to the documentation applicable to the Term Loans under the Term Loan Facility immediately prior to the borrowing of such Additional Term Loans. If As a condition to the 2014-1 borrowing of Additional Term Loans, (i) the Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit B hereto and the Administrative Agent shall have accepted and executed the same (such acceptance and execution by the Administrative Agent not to be unreasonably withheld or delayed); (ii) if requested by an Additional Lender, the Borrower shall have executed and delivered to the Administrative Agent the applicable Note payable to such Additional Lender (or its registered assigns); (iii) the Guarantors shall have consented in writing to the borrowing of Additional Term Loans Termination Date occursand shall have agreed that their Guaranty Agreements continue in full force and effect with respect to the Term Loan Facility after giving effect to such borrowing of Additional Term Loans; (iv) the Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such borrowing of Additional Term Loans; (v) if requested by the Administrative Agent, the proceeds Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the 2014-1 forms of opinions provided for in Section 5.1(viii), modified to apply to the borrowing of Additional Term Loans and to each Note, Commitment and Acceptance, and other documents executed and delivered in connection with such borrowing of Additional Term Loans); and (vi) a Ratable Borrowing Notice in accordance with Section 2.2.3 or as otherwise agreed among the Borrower, the Administrative Agent and the Additional Lenders. The form and substance of the documents required under clauses (i) through (v) above shall be released acceptable to the Administrative Agent in its reasonable discretion. The Administrative Agent shall promptly provide written notice to all of the Lenders hereunder of any borrowings of Additional Term Loans. Upon the effective date of any borrowing of Additional Term Loans pursuant to the provisions hereof (the “Additional Term Loan Effective Date”), which Additional Term Loan Effective Date shall be mutually agreed upon by the Borrower, each applicable Additional Lender and the Administrative Agent, then: (A) on such Additional Term Loan Effective Date, each Additional Lender under the Term Loan Facility shall advance its Additional Term Loan, which shall be combined with the other outstanding Term Advances and converted into one or more Term Advances under the Term Loan Facility; (B) on such Additional Term Loan Effective Date, the Borrower shall pay all costs (if any) payable under Section 3.4 resulting from escrow the termination of any Term SOFR Ratable Advances under the Term Loan Facility prior to the last day of the applicable Interest Period; and (C) such Additional Lender under the Term Loan Facility shall have all of the rights and obligations of a Term Lender hereunder on and after such Additional Term Loan Effective Date. [Reserved]. For the avoidance of doubt, any borrowing of Additional Term Loans pursuant to the provisions of this Section 2.18 shall not require the consent of any Lender other than the applicable Additional Lenders. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the conditions part of any Lender to make an Additional Term Loan hereunder at any time or a commitment or agreement on the part of the Borrower or the Administrative Agent to give or grant any Lender the right to make an Additional Term Loan hereunder at any time. Inability to Determine Rates. Subject to Section 2.22, if, on or prior to the first day of any Interest Period for any SOFR Loan: the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) (A) that “Term SOFR” cannot be determined pursuant to the definition thereof or (B) that “Daily Simple SOFR” cannot be determined pursuant to the definition thereof, or the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that (A) Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Ratable Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan or (B) at any time, Daily Simple SOFR will not adequately or fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.4. Subject to Section 2.22, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (iii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination. Replacement of a Lender. If a Lender (an “Affected Lender”) (a) sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2, 3.4 or 3.5, (b) determines that maintenance of any of its SOFR Loans at a suitable Lending Installation would violate any applicable Law or it is otherwise impossible for such Lender (or its Lending Installation) to make, maintain or fund its SOFR Loans and so notifies the Administrative Agent, or (c) is a Term Declining Lender or a Non-Consenting Lender, the Borrower may on or after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent’s receipt of the notice from such Lender (in the case of clause (b) above) or at any time prior to such Term Declining Lender’s Termination Date (in the case of clause (c) above) or at any time after the date that it is determined that such Lender is a Non-Consenting Lender (in the case of clause (c) above) notify the Administrative Agent and such Affected Lender that a Replacement Lender designated by the Borrower in the notice has agreed to replace such Lender with respect to its outstanding Term Loans, provided that (i) any Replacement Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed); (ii) any assignment to a Replacement Lender shall be subject to Section 13.3; and (iii) the Borrower shall have paid any amounts due pursuant to Section 3.1, 3.2, 3.4 or 3.5 to the Affected Lender to be replaced on or before such replacement. The Affected Lender to be replaced shall assign, as applicable, its Term Loans hereunder to the Replacement Lender pursuant to the procedures for assignments contained in Section 13.3 (except as to any minimum amount requirements set forth therein) and shall receive, concurrently with such assignments, payment from such Replacement Lender of an amount equal to all outstanding amounts payable to such Affected Lender with respect to the aggregate outstanding principal amount of the Loans held by such Affected Lender, all interest thereon to the date of the assignment, all accrued fees to the date of such assignment and any amounts payable under Section 3.4 with respect to any payment of any Term SOFR Ratable Loan resulting from such assignment. Such Affected Lender shall not be responsible for the payment to the Administrative Agent of the fee provided for in Section 13.3.2, which fee shall be paid by such Replacement Lender. In the case of an assignment by (i) a Term Declining Lender under this Section 2.20, the Replacement Lender that is the assignee of such Term Declining Lender shall agree at the time of such assignment to the extension to the Extension Date of the Term Loan Facility Maturity Date with respect to the Term Loan Facility, which agreement shall be set forth in the Eleventh Amendment Escrow Agreement a written instrument delivered and refunded and repaid in full (together with all accrued and unpaid interest thereon) satisfactory to the 2014Borrower and (in its reasonable discretion) the Administrative Agent or (ii) a Non-1 Additional Term Lenders on Consenting Lender under this Section 2.20, the 2014Replacement Lender that is the assignee of the Non-1 Additional Term Loan Maturity Date Consenting Lender shall agree at the time of such assignment to the amendment, consent or waiver which such Non-Consenting Lender has not consented to, which agreement shall be set forth in accordance with a written instrument delivered and satisfactory to the Eleventh Amendment Escrow AgreementBorrower and (in its reasonable discretion) the Administrative Agent.

Additional Term Loans. Subject only (a) The Borrower may, at any time and from time to time after the Amendment No. 4 Effective Date, by notice to the satisfaction or waiver of Administrative Agent, request an increase in the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars Loan Facility (the “2014-1 Additional Term Loans”) to (within the Borrower on limitations herein provided), which notice shall set forth the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 requested borrowing of Additional Term CommitmentLoans. No amount of a 2014-1 The Additional Term Loans may be effected by having one or more New Term Lenders become Lenders under the Term Loan which is repaid Facility and/or by having any one or prepaid more of the then existing Lenders under the Term Loan Facility (at their respective election in their sole discretion) that have been approved by the Borrower may Borrower, the Administrative Agent and the Company (such approval by the Administrative Agent not to be reborrowed hereunder. The 2014-1 unreasonably withheld or delayed), provide Additional Term Loans, provided that (i) each borrowing of Additional Term Loans shall be denominated in Dollarsan amount not less than $5,000,000, (ii) on the applicable Additional Term Loan Effective Date, after giving effect to the borrowing of Additional Term Loans, the Current Term Advance Amount shall not exceed the Term Loan Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.28 would be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or satisfied on a combination thereofpro forma basis for the most recent determination period, provided, that all 2014-1 after giving effect to such borrowing of Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made as if it occurred on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver last day of the conditions set forth in such determination period and (xv) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 any Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If terms and pursuant to the 2014-1 documentation applicable to the Term Loans under the Term Loan Facility immediately prior to the borrowing of such Additional Term Loans. (b) As a condition to the borrowing of Additional Term Loans, (i) the Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit B hereto and the Administrative Agent shall have accepted and executed the same (such acceptance and execution by the Administrative Agent not to be unreasonably withheld or delayed); (ii) if requested by an Additional Lender, the Borrower shall have executed and delivered to the Administrative Agent the applicable Note payable to such Additional Lender (or its registered assigns); (iii) the Guarantors shall have consented in writing to the borrowing of Additional Term Loans Termination Date occursand shall have agreed that their Guaranty Agreements continue in full force and effect with respect to the Term Loan Facility after giving effect to such borrowing of Additional Term Loans; (iv) the Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such borrowing of Additional Term Loans; (v) if requested by the Administrative Agent, the proceeds Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the 2014-1 forms of opinions provided for in Section 5.1 (viii), modified to apply to the borrowing of Additional Term Loans and to each Note, Commitment and Acceptance, and other documents executed and delivered in connection with such borrowing of Additional Term Loans); and (vi) a Ratable Borrowing Notice in accordance with Section 2.2.3 or as otherwise agreed among the Borrower, the Administrative Agent and the Additional Lenders. The form and substance of the documents required under clauses (i) through (v) above shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) acceptable to the 2014-1 Administrative Agent in its reasonable discretion. The Administrative Agent shall promptly provide written notice to all of the Lenders hereunder of any borrowings of Additional Term Lenders on Loans. (c) Upon the 2014-1 effective date of any borrowing of Additional Term Loans pursuant to the provisions hereof (the “Additional Term Loan Maturity Effective Date”), which Additional Term Loan Effective Date in accordance shall be mutually agreed upon by the Borrower, each applicable Additional Lender and the Administrative Agent, then: (A) on such Additional Term Loan Effective Date, each Additional Lender under the Term Loan Facility shall advance its Additional Term Loan, which shall be combined with the Eleventh Amendment Escrow Agreementother outstanding Term Advances and converted into one or more Term Advances under the Term Loan Facility; (B) on such Additional Term Loan Effective Date, the Borrower shall pay all costs (if any) payable under Section 3.4 resulting from the termination of any Eurodollar Ratable Advances under the Term Loan Facility prior to the last day of the applicable Interest Period; and (C) such Additional Lender under the Term Loan Facility shall have all of the rights and obligations of a Term Lender hereunder on and after such Additional Term Loan Effective Date. (d) [Reserved]. (e) For the avoidance of doubt, any borrowing of Additional Term Loans pursuant to the provisions of this Section 2.18 shall not require the consent of any Lender other than the applicable Additional Lenders. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the part of any Lender to make an Additional Term Loan hereunder at any time or a commitment or agreement on the part of the Borrower or the Administrative Agent to give or grant any Lender the right to make an Additional Term Loan hereunder at any time.