Common use of Term Loan B Clause in Contracts

Term Loan B. Subject to the terms and conditions of this Agreement, each Term Loan B Lender, severally and not jointly, will make a term loan to Borrowers in the amount equal to such Term Loan B Lender’s Term Loan B Commitment Percentage of $21,500,000 (the “Term Loan B”). The Term Loan B shall be advanced on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay the Term Loan B in an amount equal to the greater of (x) $537,500 and (y) the Term Loan B Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall be paid by Borrowers no later than the applicable True-Up Date)), followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the Term. The Term Loan B shall be evidenced by one or more Term Notes. Term Loan B shall consist of LIBOR Rate Index Loans only.

Term Loan B. Subject to (i) On the terms and subject to the conditions of set forth in this Agreement, each and provided there does not then exist a Default or an Event of Default, the Lender shall, immediately following the execution of that certain First Amendment to Term Loan B and Security Agreement dated as of June 30, 2004, by and between the Borrower and the Lender, severally and not jointly, will make extend in one (1) advance a term loan to Borrowers in the amount equal to such Term Loan B Lender’s Term Loan B Commitment Percentage of $21,500,000 (the “Term Loan B”) to the Borrower in an aggregate principal amount equal to Thirteen Million and No/100 Dollars ($13,000,000.00). The principal balance of the Term Loan B shall be advanced amortized over a twenty (20) year period and shall be repaid in consecutive monthly installments as follows: Principal Annual Principal Monthly Year 1 $ 312,000 $ 26,000.00 Year 2 $ 324,000 $ 27,000.00 Year 3 $ 336,000 $ 28,000.00 Year 4 $ 348,000 $ 29,000.00 Year 5 $ 360,000 $ 30,000.00 together with interest accrued thereon, each payable on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last first day of each fiscal quarter (each a “True-Up Date”)calendar month, commencing with on the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end first day of the Termfirst month commencing with August 1, Borrowers shall repay 2004, and otherwise in accordance with Section 2.4 hereof, with a final installment of the aggregate unpaid principal balance of the Term Loan B, together with interest accrued thereon, payable on the Credit Termination Date. Monthly interest payments on the Term Loan B shall be computed using the interest rate then in an amount equal effect and based on the outstanding principal balance of the Term Loan B. Any amounts paid or applied to the greater principal balance of (x) $537,500 and (y) the Term Loan B Lenders Pro Rata Share of (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The Lender’s commitment hereunder to make the lesser of (I) 50% of Excess Cash Flow for Term Loan B is hereinafter called the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of “Term Loan B Commitment”. Upon maturity, the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end outstanding principal balance of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) Loan B shall be paid immediately due and payable, together with any remaining accrued interest thereon, to Lender by Borrowers no later than the applicable True-Up Date)), followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the TermBorrower. The Term Loan B shall be evidenced by one a promissory note (hereinafter, as the same may be amended, modified or more Term Notes. supplemented from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, called the “Term Loan B shall consist Note”), duly executed and delivered by the Borrower, substantially in the form set forth in Exhibit A-3 attached hereto, with appropriate insertions, dated June 30, 2004, payable to the order of LIBOR Rate Index Loans onlythe Lender in the principal amount of Thirteen Million and No/100 Dollars ($13,000,000.00). THE PROVISIONS OF THE TERM LOAN B NOTE NOTWITHSTANDING, THE TERM LOAN B SHALL BECOME IMMEDIATELY DUE AND PAYABLE UPON THE EARLIEST TO OCCUR OF (X) THE STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 10.2 HEREOF; AND (Z) THE TERMINATION OF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS.

Term Loan B. Subject to The Lenders who issued a Term Loan B Commitment agree severally, in accordance with their respective Commitment Ratios, and not jointly, upon the terms and subject to the conditions of this Agreement, each Term Loan B Lender, severally and to lend to the Borrower an aggregate principal amount which does not jointly, will make a term loan to Borrowers exceed in the amount equal to such Term Loan B Lender’s aggregate the Term Loan B Commitment Percentage of $21,500,000 (all the “Term Loan B”)Lenders. The Term Loan B shall be advanced available in three (3) draws as requested by the Borrower in accordance with the terms of Section 2.2 (the first of such draws, the “Initial Term Loan B Draw”, the second of such draws, the “Second Term Loan B Draw”, and the third of such draws, the “Third Term Loan B Draw”); provided that (a) the Initial Term Loan B Draw shall be made in an aggregate principal amount equal to $610,000,000 on the Closing Agreement Date, (b) the Second Term Loan B Draw may be requested by the Borrower in an aggregate principal amount of up to $275,000,000 at any time after the Agreement Date and shall bebut in no event later than April 30, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before 2007 (the date that upon which the Second Term Loan B Draw is forty-five (45) days after made, the last day of each fiscal quarter (each a “True-Up Second Term Loan B Draw Funding Date”), commencing with (c) the fiscal quarter ending March Third Term Loan B Draw may be requested by the Borrower in an aggregate principal amount of up to $40,000,000 at any time after the Agreement Date but in no event later than May 31, 2017 and continuing thereafter through and including 2007 (the last such date occurring immediately prior upon which the Third Term Loan B Draw is made, the “Third Term Loan B Draw Funding Date”), (d) each Lender’s Term Loan B Commitment with regard to the end Second Term Loan B Draw shall terminate automatically upon the earlier of the TermSecond Term Loan B Draw Funding Date and April 30, Borrowers 2007 (regardless of (i) the failure of the Borrower to request the Second Term Loan B Draw or (ii) the failure of the Borrower to borrow the total aggregate principal amount of the Second Term Loan B Draw) and (e) each Lender’s Term Loan B Commitment with regard to the Third Term Loan B Draw shall repay terminate automatically upon the earlier of the Third Term Loan B Draw Funding Date and May 31, 2007 (regardless of (i) the failure of the Borrower to request the Third Term Loan B Draw or (ii) the failure of the Borrower to borrow the total aggregate principal amount of the Third Term Loan B Draw). Each of the Initial Term Loan B Draw, the Second Term Loan B Draw and the Third Term Loan B Draw shall be funded by each of the Lenders who issued a Term Loan B Commitment in a principal amount equal to such Lenders’ Commitment Ratio of the aggregate principal amount of the applicable portion of the Term Loan B in an amount equal B. Subject to the greater of (x) $537,500 terms and (y) the Term Loan B Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x)conditions hereof, the difference thereof Borrower may from time to time (if anyi) shall be paid by Borrowers no later than the applicable True-Up Date)), followed by Convert from a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the Term. The Term Loan B shall be evidenced by one Base Rate Advance into a LIBOR Advance or more Term Notes. Term Loan B shall consist of from a LIBOR Advance into a Base Rate Index Loans onlyAdvance; or (ii) Continue a LIBOR Advance as a LIBOR Advance.

Term Loan B. Subject to the terms and conditions of this Agreement, each Term Loan B Lender, severally and not jointly, will make a term loan to Borrowers in the amount equal to such Term Loan B Lender’s Term Loan B Commitment Percentage of $21,500,000 (the “Term Loan B”). The Term Loan B shall be advanced on the Closing Date and Date, Lender shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay make the Term Loan B in an amount equal to the greater of (x) $537,500 and (y) the Term Loan B Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall be paid by Borrowers no later than the applicable True-Up Date)), followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the TermU.S. Borrower. The debt arising from the making of Term Loan B shall be evidenced by one a term promissory note, dated as of even date herewith, in form and substance satisfactory to Lender, in the stated principal amount equal to the Term Loan B (as amended or more supplemented from time to time and together with any renewals and extensions thereof, the "Term NotesNote B"), which shall be executed by the U.S. Borrower and delivered to Lender on the date hereof. The principal amount of Term Loan B, together with all accrued and unpaid interest thereon, shall be due and payable in full on December 1, 2005. Term Loan B shall consist bear interest at the Applicable Rate, calculated and payable in the manner described in Section 2.2 of LIBOR Rate Index the U.S. Loan Agreement, from the date hereof on the unpaid principal amount thereof from time to time outstanding. Term Loan B may be prepaid, in whole or in part, by the U.S. Borrower at any time or from time to time hereafter. The proceeds of the Term Loan A and the Term Loan B shall be used to refinance the outstanding principal balances of the "Acquisition Term Loans," the "Additional Term Loans", the "Second Additional Term Loan" and the "Fourth Additional Term Loans" (as those terms are defined in the U.S. Loan Agreement), and the Term Loan A and the Term Loan B shall constitute restructurings of, and extensions and renewals of, the Acquisition Term Loans, the Additional Term Loans onlyand the Second Additional Term Loans and the Fourth Additional Term Loans.

Term Loan B. Subject to (i) On the terms and subject to the conditions of set forth in this Agreement, each and provided there does not then exist a Default or an Event of Default, the Lender shall, immediately following the execution of that certain First Amendment to Amended and Restated Term Loan B and Security Agreement dated as of June 30, 2004, by and between the Borrower and the Lender, severally and not jointly, will make extend in one (1) advance a term loan to Borrowers in the amount equal to such Term Loan B Lender’s Term Loan B Commitment Percentage of $21,500,000 (the “Term Loan B”) to the Borrower in an aggregate principal amount equal to Three Million Seven Hundred Thousand and No/100 Dollars ($3,700,000.00). The principal balance of the Term Loan B shall be advanced amortized over a twenty (20) year period and shall be repaid in consecutive monthly installments as follows: Principal Annual Principal Monthly Year l $84,000 $7,000.00 Year 2 $96,000 $8,000.00 Year 3 $108,000 $9,000.00 Year 4 $120,000 $10,000.00 Year 5 $132,000 $11,000.00 together with interest accrued thereon, each payable on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last first day of each fiscal quarter (each a “True-Up Date”)calendar month, commencing with on the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end first day of the Termfirst month commencing with August 1, Borrowers shall repay 2004, and otherwise in accordance with Section 2.4 hereof, with a final installment of the aggregate unpaid principal balance of the Term Loan B, together with interest accrued thereon, payable on the Credit Termination Date. Monthly interest payments on the Term Loan B shall be computed using the interest rate then in an amount equal effect and based on the outstanding principal balance of the Term Loan B. Any amounts paid or applied to the greater principal balance of (x) $537,500 and (y) the Term Loan B Lenders Pro Rata Share of (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The Lender’s commitment hereunder to make the lesser of (I) 50% of Excess Cash Flow for Term Loan B is hereinafter called the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of “Term Loan B Commitment”. Upon maturity, the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end outstanding principal balance of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) Loan B shall be paid immediately due and payable, together with any remaining accrued interest thereon, to Lender by Borrowers no later than the applicable True-Up Date)), followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the TermBorrower. The Term Loan B shall be evidenced by one a promissory note (hereinafter, as the same may be amended, modified or more Term Notes. supplemented from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, called the “Term Loan B shall consist Note”), duly executed and delivered by the Borrower, substantially in the form set forth in Exhibit A-3 attached hereto, with appropriate insertions, dated June 30, 2004, payable to the order of LIBOR Rate Index Loans onlythe Lender in the principal amount of Three Million Seven Hundred Thousand and No/100 Dollars ($3,700,000.00). THE PROVISIONS OF THE TERM LOAN B NOTE NOTWITHSTANDING, THE TERM LOAN B SHALL BECOME IMMEDIATELY DUE AND PAYABLE UPON THE EARLIEST TO OCCUR OF (X) THE STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 10.2 HEREOF; AND (Z) THE TERMINATION OF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS.

Term Loan B. Subject to the terms and conditions of this Agreement, each Lender with a Term Loan B LenderCommitment agrees (severally, severally not jointly or jointly and not jointlyseverally) to make term loans B (collectively, will make a term loan “Term Loan B”) to Borrowers in from time to time from the amount equal to such First Amendment Effective Date until the Term Loan Expiration Date, or until the earlier reduction of its Term Loan B Commitment to zero in accordance with the terms hereof, in an aggregate principal amount not to exceed the unused portion of such Lender’s Term Loan B Commitment Percentage Commitment. The aggregate principal amount of $21,500,000 (the “Term Loan B”)B (based on the initial principal amount) shall not exceed the Term Loan B Amount. The Term Loan B shall be advanced on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day Commitment of each fiscal quarter Lender shall (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 x) automatically and continuing thereafter through and including the last such date occurring immediately prior permanently be reduced to the end of the Term, Borrowers shall repay the extent that such Lender makes a Term Loan B in an amount equal to the greater of (x) $537,500 Borrowers, and (y) automatically and permanently be reduced to zero on the Term Loan Expiration Date. Each Term Loan B Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that requested by Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if anythis Section 2.2(b) shall be paid by Borrowers no later than the applicable True-Up Date)), followed by in a final payment minimum amount of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration $2,500,000. Any principal amount of Term Loan B that is repaid or prepaid may not be reborrowed. The outstanding principal of the Term. The Term Loan B shall be evidenced repayable by one the Borrowers in consecutive quarterly installments, on the first day of each April, July, October and January, commencing on April 1, 2006 and ending on the Maturity Date (or more if earlier than the Maturity Date, the date that the Term NotesLoans have been repaid in full) consisting of (i) during the period from April 1, 2006 through January 1, 2007, quarterly payments of $125,000, (ii) during the period from April 1, 2007 through January 1, 2008, quarterly payments of $250,000, and (iii) during the period from April 1, 2008 through the Maturity Date, equal quarterly payments which, in the aggregate, equal the remaining outstanding principal balance of Term Loan B; provided, that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of Term Loan B; provided, further, for the avoidance of doubt, no installment shall be due during any period where the outstanding principal amount of Term Loan B has been repaid in full. The outstanding unpaid principal balance and all accrued and unpaid interest under Term Loan B shall consist be due and payable on the date of LIBOR Rate Index Loans onlytermination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under Term Loan B shall constitute Obligations.”

Term Loan B. Subject The Parties hereto hereby agree and acknowledge that the Borrower shall have the right to refinance all or a portion of Term Loan A-2 with the terms and conditions proceeds of this Agreement, each a Term Loan B Lenderobtained from a group of institutional investors and/or other lenders (the “Term Loan B Lenders”) acceptable to Borrower and approved by the Administrative Agent, severally which approval shall not be unreasonably withheld, conditioned or delayed. In the event that the Borrower elects to enter into a Term Loan B in accordance with this provision, then Term Loan B shall be considered to be a Loan outstanding under this Agreement that has, to the extent of such Term Loan B, refinanced and not jointlytaken the place of Term Loan A-2 hereunder, will make a term loan to Borrowers in provided that (i) the amount equal Maturity Date applicable to such Term Loan B Lender’s Term Loan B Commitment Percentage of $21,500,000 shall be at least six (6) months after the “Term Loan B”). The Maturity Date applicable to the Revolving Credit Loans under this Agreement, (ii) the interest rate and amortization applicable to such Term Loan B shall be advanced on the Closing Date upon terms satisfactory to Borrower and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay the Term Loan B in an amount equal to the greater of (x) $537,500 and (y) the Term Loan B Lenders Pro Rata Share in their sole and absolute discretion; provided that such Term Loan B shall not be amortized in a manner which could reasonably be expected to have a Material Adverse Effect on the Lenders with Revolving Credit Commitments and Term Loan A Commitments, (iii) the amount of such Term Loan B shall not exceed the lesser outstanding principal of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall be paid by Borrowers no later than the applicable True-Up Date)), followed by a final payment of all unpaid principal, accrued and unpaid interest on) Term Loan A-2 at the time such Term Loan B is entered into, and all unpaid fees and expenses upon expiration in no event shall the sum of the Term. The Commitments of all Lenders under this Agreement plus the principal amount of such Term Loan B exceed $1,700,000,000 (iv) such Term Loan B shall be evidenced secured by one the Collateral on a pari passu basis with the Revolving Credit Loans and the Term Loan A Loans in the same manner as Term Loan A-2 immediately prior to entering into such Term Loan B and shall be entitled to pro rata payment in the same manner as Term Loan A-2 immediately prior to entering into such Term Loan B, (v) Lxxxxx Commercial Paper, Inc. or more its Affiliate shall act as Administrative Agent with respect to the Term Notes. Loan B, (vi) except as otherwise set forth herein, such Term Loan B shall consist otherwise be entitled to the benefits under this Agreement, and shall be upon the same terms and conditions, as Term Loan A-2 under this Agreement as such exist immediately prior to Borrower entering into such Term Loan B, and (vii) the Borrower and the Administrative Agent shall be entitled, without the further consent of LIBOR Rate Index Loans onlythe Lenders (notwithstanding any other provision of this 70 Agreement to the contrary, including, without limitation, Section 9.02(b)), to amend this Agreement and any other Loan Documents as reasonably necessary to reflect the terms of such Term Loan B and the full or partial refinancing of Term Loan A-2 including, without limitation, to reflect that the Term Loan B Lenders shall be considered “Lenders” for all purposes under this Agreement.

Term Loan B. Subject The Parties hereto hereby agree and acknowledge that the Borrower shall have the right to refinance all or a portion of Term Loan A-2 with the terms and conditions proceeds of this Agreement, each a Term Loan B Lenderobtained from a group of institutional investors and/or other lenders (the “Term Loan B Lenders”) acceptable to Borrower and approved by the Administrative Agent, severally which approval shall not be unreasonably withheld, conditioned or delayed. In the event that the Borrower elects to enter into a Term Loan B in accordance with this provision, then Term Loan B shall be considered to be a Loan outstanding under this Agreement that has, to the extent of such Term Loan B, refinanced and not jointlytaken the place of Term Loan A-2 hereunder, will make a term loan to Borrowers in provided that (i) the amount equal Maturity Date applicable to such Term Loan B Lender’s Term Loan B Commitment Percentage of $21,500,000 shall be at least six (6) months after the “Term Loan B”). The Maturity Date applicable to the Revolving Credit Loans under this Agreement, (ii) the interest rate and amortization applicable to such Term Loan B shall be advanced on the Closing Date upon terms satisfactory to Borrower and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay the Term Loan B in an amount equal to the greater of (x) $537,500 and (y) the Term Loan B Lenders Pro Rata Share in their sole and absolute discretion; provided that such Term Loan B shall not be amortized in a manner which could reasonably be expected to have a Material Adverse Effect on the Lenders with Revolving Credit Commitments and Term Loan A Commitments, (iii) the amount of such Term Loan B shall not 63 exceed the lesser outstanding principal of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall be paid by Borrowers no later than the applicable True-Up Date)), followed by a final payment of all unpaid principal, accrued and unpaid interest on) Term Loan A-2 at the time such Term Loan B is entered into, and all unpaid fees and expenses upon expiration in no event shall the sum of the Term. The Commitments of all Lenders under this Agreement plus the principal amount of such Term Loan B exceed $1,200,000,000 (iv) such Term Loan B shall be evidenced secured by one the Collateral on a pari passu basis with the Revolving Credit Loans and the Term Loan A Loans in the same manner as Term Loan A-2 immediately prior to entering into such Term Loan B and shall be entitled to pro rata payment in the same manner as Term Loan A-2 immediately prior to entering into such Term Loan B, (v) Citicorp North America, Inc. or more its Affiliate shall act as Administrative Agent with respect to the Term Notes. Loan B, (vi) except as otherwise set forth herein, such Term Loan B shall consist otherwise be entitled to the benefits under this Agreement, and shall be upon the same terms and conditions, as Term Loan A-2 under this Agreement as such exist immediately prior to Borrower entering into such Term Loan B, and (vii) the Borrower and the Administrative Agent shall be entitled, without the further consent of LIBOR Rate Index Loans onlythe Lenders (notwithstanding any other provision of this Agreement to the contrary, including, without limitation, Section 9.02(b)), to amend this Agreement and any other Loan Documents as reasonably necessary to reflect the terms of such Term Loan B and the full or partial refinancing of Term Loan A-2 including, without limitation, to reflect that the Term Loan B Lenders shall be considered “Lenders” for all purposes under this Agreement.