Common use of Term Loan A Commitment Clause in Contracts

Term Loan A Commitment. Immediately prior to the Effective Date, the aggregate outstanding principal amount of the Term Loan A under the Existing Credit Agreement was Two-Hundred Forty Million Six-Hundred Twenty-Five Thousand Dollars ($240,625,000) (the “Existing Term Loans”). Subject to the terms and conditions set forth herein, (i) the Existing Term Loans shall each be deemed to be a portion of the Term Loan A hereunder, and (ii) each Lender severally agrees to make an advance under the Term Loan A to the Borrower on the Effective Date in a principal amount equal to its Pro Rata Share of an additional Ninety-Four Million Three-Hundred Seventy-Five Thousand Dollars ($94,375,000) being advanced on the Effective Date (for an aggregate principal amount of the Term Loan A on the Effective Date of Three-Hundred Thirty-Five Million Dollars ($335,000,000)), of which: (a) an aggregate amount of up to the Effective Date Special Dividend Cap Amount will be used to finance the Effective Date Special Dividend; and (b) the remainder of which will be used to (i) refinance all Revolving Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement that are outstanding immediately prior to the Effective Date, and (ii) finance payment of fees and expenses in connection with the credit facilities extended under this Agreement and payment of the Effective Date Special Dividend. The Term Loan A may be, from time to time, Base Rate Loans, LIBOR Index Rate Loans or Eurodollar Loans, or a combination thereof; provided, that, on the Effective Date, any newly advanced portion of the Term Loan A shall be Base Rate Loans or LIBOR Index Rate Loans, unless the Administrative Agent shall have received a funding indemnity letter in form and substance reasonably satisfactory to the Administrative Agent. The execution and delivery of this Agreement by the Borrower, and the satisfaction of all conditions precedent pursuant to Section 3.1, shall be deemed to constitute the Borrower’s request to borrow that portion of the Term Loan A being advanced on the Effective Date. Amounts repaid on the Term Loan A may not be reborrowed.

Term Loan A Commitment. Immediately prior to the Effective Date, the aggregate outstanding principal amount of the Term Loan A term loans under the Existing Credit Agreement was Two-Hundred Forty Million Six-Hundred Twenty-Five Thousand Dollars ($240,625,000) (the “Existing Term Loans”)78,000,000. Subject to the terms and conditions set forth herein, (i) on the Existing Term Loans shall Effective Date, each be deemed to be Lender holding a portion of the Term Loan A hereunder, and (ii) each Lender severally agrees to make an advance under the Term Loan A to the Borrower on the Effective Date in a principal amount equal to its Pro Rata Share of an additional Ninety-Four Million Three-Hundred Seventy-Five Thousand Dollars ($94,375,000) being advanced on the Effective Date (for an aggregate principal amount of the Term Loan A on the Effective Date of Three-Hundred Thirty-Five Million Dollars ($335,000,000)), of which: (a) an aggregate amount of up to the Effective Date Special Dividend Cap Amount will be used to finance the Effective Date Special Dividend; and (b) the remainder of which will be used to (i) refinance all Revolving Loans (as defined in the Existing Credit Agreement) any term loan under the Existing Credit Agreement that are is a Lender holding a Term Loan A Commitment agrees to extend the maturity date of its portion of the outstanding immediately prior term loan under the Existing Credit Agreement to the Maturity Date and, to the extent necessary such that the portion of the term loan held by such Lender hereunder equals such lender’s Term Loan A Commitment, make additional advances (such extended term loans in an aggregate principal amount of $78,000,000, together with additional advances in an aggregate principal amount of $22,000,000, for one consolidated term loan in the aggregate principal amount of $100,000,000 on the Effective Date, and (ii) finance payment of fees and expenses in connection with the credit facilities extended under this Agreement and payment of the Effective Date Special Dividend“Term Loan A”). The Term Loan A may be, from time to timetime in the Borrower’s discretion (subject to the terms of this Agreement), Base Rate Loans, LIBOR Index Rate Loans or Eurodollar Loans, Loans or a combination thereof; provided, that, that on the Effective Date, any newly advanced portion of Date the Term Loan A shall be Base Rate Loans or LIBOR Index Rate Loans, unless the Administrative Agent shall have received a funding indemnity letter in form and substance reasonably satisfactory to the Administrative Agent. The execution and delivery of this Agreement by the Borrower, Borrower and the satisfaction of all conditions precedent pursuant to Section 3.1, 3.1 shall be deemed to constitute the Borrower’s request to borrow that portion of the Term Loan A being advanced on the Effective Date. Amounts repaid on the Term Loan A may not be reborrowed.