Common use of Term Loan Commitments Clause in Contracts

Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Lender severally agrees to make a term loan (the “Term Loan”) to the Borrowers on the Effective Date in Dollars in such principal amount as the Borrowers shall request up to, but not exceeding such Lender’s Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term Loans to the Borrowers shall be in the proportion that such Lender’s Term Loan Commitment bears to the Term Loan Commitments of all Lenders to the Borrowers, but each Lender’s Term Loan to the Borrowers shall never exceed its Term Loan Commitment. The failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder; provided, that, for the avoidance of doubt, notwithstanding anything to the contrary set forth herein, PNC shall be obligated to make the Term Loan on the Effective Date in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (i) the date of the acceleration of the Term Loans in accordance with the terms hereof and (ii) the Final Maturity Date.

Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forthforth herein, each Lender severally agrees to make loans (each, a term loan (the “Term Loan”) to the Borrowers Borrower on the Effective Closing Date or if such Lender is joining this Agreement as an Additional Lender and is establishing its initial Term Loan Commitment pursuant to Section 2.23 (or an existing Lender is increasing its Term Loan Commitment pursuant to Section 2.23), on the effective date of any supplement or joinder described in Dollars Section 2.23, in such a principal amount equal to (a) with respect to the Term Loans to be made on the Closing Date, the Term Loan Commitment of such Lender as of the Borrowers shall request up toClosing Date, but not exceeding and (b) with respect to any Term Loans made by such Lender after the Closing Date pursuant to Section 2.23, the amount by which such Lender agreed to increase (or establish, in the case of an Additional Lender’s ) its Term Loan Commitment. Nature ; provided, that if for any reason the full amount of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term Loans to the Borrowers shall be in the proportion that such Lender’s Term Loan Commitment bears is not fully drawn on the Closing Date, or on the effective date of any increase pursuant to Section 2.23, as the Term Loan Commitments of all Lenders to case may be, the Borrowers, but each Lender’s Term Loan to the Borrowers undrawn portion thereof at such time shall never exceed its Term Loan Commitmentautomatically be cancelled. The failure of any Lender Term Loans may be, from time to make time, Base Rate Loans, Eurodollar Loans, LIBOR Index Rate Loans or a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereundercombination thereof; provided, thatthat on the Closing Date all Term Loans shall be LIBOR Index Rate Loans. 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 the Term Loans on the Closing Date, for and the avoidance execution and delivery of doubta supplement or joinder described in Section 2.23 by the Borrower and the satisfaction of all conditions precedent pursuant to Section 3.2 shall be deemed to constitute the Borrower’s request to borrow the additional Term Loans on the effective date of any such supplement or joinder, notwithstanding anything provided, that the Administrative Agent may, in its sole discretion, condition any request by Borrower to borrow the Term Loans (whether on the Closing Date or, if applicable, thereafter), upon the Borrower giving the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Term Loan Borrowing substantially in the form of Exhibit 2.5 (a “Notice of Term Loan Borrowing”) (x) prior to 11:00 a.m. one (1) Business Day prior to the contrary set forth herein, PNC requested date of each Base Rate Borrowing or LIBOR Index Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to the requested date of each Eurodollar Borrowing. Each Notice of Term Loan Borrowing shall be obligated to make the Term Loan on the Effective Date in irrevocable and shall specify: (i) the aggregate principal amount of $235,000,000. The Lenders such Borrowing, (ii) the date of such Borrowing (which shall have no obligation to make Term Loans hereunder after be a Business Day), (iii) the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Type of such Term Loan Commitments] after repayment. The comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto (subject to the provisions of the definition of Interest Period), provided, that on the Closing Date all Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (i) the date of the acceleration of the Term Loans in accordance with the terms hereof and (ii) the Final Maturity DateLIBOR Index Rate Loans.

Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Term Loan Lender severally agrees to make term loans (each, a term loan (the “Term Loan”) in Dollars to the Borrowers on the Effective Closing Date in Dollars in such the principal amount as the Borrowers shall request up to, but not exceeding of such Term Loan Lender’s Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term Loans to the Borrowers shall be in the proportion that such Lender’s Term Loan Commitment bears to the Term Loan Commitments of all Lenders to the Borrowers, but each Lender’s Term Loan to the Borrowers shall never exceed its Term Loan Commitment. The failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder; provided, that, for the avoidance of doubt, notwithstanding anything to the contrary set forth herein, PNC shall be obligated to make the Term Loan on the Effective Date in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have deliver a duly completed Loan Request substantially in the right form of Exhibit 3.1 at least two Business Days prior to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repaymentClosing Date. The Term Loans shall be repayable in consecutive quarterly installmentsadvanced, with each installment initially, under the Base Rate Option, provided that the Borrowers may from time to be due time after the Closing Date and payable on prior to the Expiration Date renew or convert the Interest Rate Option applicable to the Term Loans pursuant to Section 4.2 [Interest Periods], by delivering to the Administrative Agent, not later than 10:00 a.m., New York City time, (i) three (3) Business Days prior to the date of conversion to or the renewal of the LIBOR Rate Option for any such Term Loans, and (ii) one (1) Business Day prior to the last day of each quarterthe preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through of a duly completed Loan Request therefore substantially in the form of Exhibit 3.1. Each Loan Request shall be irrevocable and including shall specify (a) the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including proposed Borrowing Date; (b) the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal aggregate amount of the Term Loan and all accrued and unpaid interest thereonLoans; (c) the aggregate amount of the proposed Loans comprising each Borrowing Tranche, which shall be due in integral multiples of $1,000,000 and payable not less than $5,000,000 for each Borrowing Tranche to which the LIBOR Rate Option applies and in integral multiples of $100,000 and not less than the lesser of $500,000 or the maximum amount available for Borrowing Tranches to which the Base Rate Option applies; (d) whether the LIBOR Rate Option or Base Rate Option shall apply to the proposed Loans comprising the applicable Borrowing Tranche and (e) in the case of a Borrowing Tranche to which the LIBOR Rate Option applies, appropriate Interest Periods for the Term Loans comprising such Borrowing Tranche. If the Loan Request is not submitted by the Borrowers on or before the earliest of Closing Date or if a Loan Request is submitted by such date in an amount less than the aggregate Term Loan Commitments, then the Term Loan Commitments shall be reduced (iA) to zero if no Loan Request is submitted or (B) to the date amount of the acceleration Loan Request, if one is submitted, as of the Closing Date and any further advance of the Term Loans in accordance with shall no longer be available to the terms hereof and (ii) the Final Maturity DateBorrowers.

Term Loan Commitments. Subject to the terms and conditions hereofset forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, and relying upon on the representations and warranties herein set forthlast day of the Line of Credit Period, each Lender severally agrees to make with a term loan (the “Term Loan”) to the Borrowers on the Effective Date in Dollars in such principal amount as the Borrowers shall request up to, but not exceeding such Lender’s Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term Loans to the Borrowers shall be in the proportion that such Lender’s Tranche 2 Term Loan Commitment bears severally (and not jointly) agrees to lend to Borrower (individually, a "Tranche 2 Term Loan" and collectively, the "Tranche 2 Term Loans") an amount not to exceed the lesser of (a) such Lender's Tranche 2 Term Loan Commitments Commitment or (b) the aggregate outstanding principal amount of all the Tranche 2 Line of Credit Loans due and payable to such Lender as of such date. Loans under this Section 3.4 shall be made from the several Lenders ratably in proportion to the Borrowers, but each Lender’s Term Loan to the Borrowers shall never exceed its Term Loan Commitmenttheir respective Pro Rata Shares. The failure of any Lender to make any Tranche 2 Term Loan under this Agreement shall not release any other Lender from its obligation to make a Tranche 2 Term Loan as provided herein. Each Tranche 2 Term Loan shall not relieve any other Lender of its obligations to make a be payable as follows: each Tranche 2 Term Loan nor shall it impose bear interest on the outstanding principal balance thereof at a rate per annum equal to the applicable LIBOR Base Rate plus 400 basis points (4.00%); provided that any additional liability overdue principal of and, to the extent permitted by law, overdue interest on, any Tranche 2 Term Loan shall bear interest, payable on any other Lender hereunder; provided, thatdemand, for the avoidance of doubt, notwithstanding anything each day until paid at a rate per annum equal to the contrary set forth herein, PNC sum of three percent (3%) plus the rate otherwise in effect for such day; interest shall be obligated to make the Term Loan on the Effective Date payable monthly in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable arrears on the last day of each quarter, month (or the immediate subsequent Business Day if any such last day is not a Business Day) and at maturity; principal shall be payable on each Tranche 2 Term Loan as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31a principal payment in the amount of $1,850,000.00 within thirty (30) days after the expiration of the Line of Credit Period, 2018 through and including the quarter ending September a principal payment on June 30, 2020 $ 2,937,500 2005, equal to 31.57895% of the original principal balance due on such Tranche 2 Term Loan, a principal payment on December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 312005, 2022 and each fiscal quarter thereafter until equal to 31.57895% of the Final Maturity Date $ 7,343,750 The outstanding original principal balance due on such Tranche 2 Term Loan, with the entire unpaid balance of principal being payable on June 30, 2006; provided that, (a) if any Recapture Proceeds are delivered to Agent prior to June 30, 2005, the amount of the mandatory principal payments due on each Tranche 2 Term Loan on June 30, 2005 and all accrued December 30, 2005 will be reduced by one sixth (1/6) of the amount of such Recapture Proceeds and unpaid (b) if any Recapture Proceeds are delivered to Agent after June 30, 2005, but prior to December 30, 2005, the amount of the mandatory principal payments due on each Tranche 2 Term Loan on December 30, 2005 will be reduced by one fourth (1/4) of the amount of such Recapture Proceeds; and interest thereon, on the outstanding principal owed on such Tranche 2 Term Loan shall be due computed and payable assessed on the earliest of (i) the date basis of the acceleration actual number of the Term Loans in accordance with the terms hereof and (ii) the Final Maturity Datedays elapsed over a year composed of 360 days.

Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forthforth herein, each Lender severally agrees to make a term single loan (the “each, a "Term Loan”") to the Borrowers Borrower on the Effective Delayed Draw Date in Dollars in such a principal amount as not to exceed the Borrowers shall request up to, but not exceeding such Lender’s Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term Loans to the Borrowers shall be in the proportion that such Lender’s Term Loan Commitment bears of such Lender; provided, that if for any reason the Delayed Draw Date does not occur by December 31, 2011, or the full amount of such Lender's Term Loan Commitment is not fully drawn on the Delayed Draw Date, the undrawn portion thereof shall automatically be cancelled and terminated. The Term Loans may be, from time to time, Base Rate Loans, Adjusted LIBO Rate Loans or LIBOR Index Rate Loans; provided, that all Term Loans shall be the same Type and that on the Delayed Draw Date all Term Loans shall be LIBOR Index Rate Loans. Prior to 11:00 a.m. on the Delayed Draw Date, the Borrower shall give the Administrative Agent written notice of the Term Loan Commitments Borrowing substantially in the form of all Lenders to the Borrowers, but each Lender’s Exhibit 2.5 (a "Notice of Term Loan to the Borrowers shall never exceed its Borrowing"). The Notice of Term Loan Commitment. The failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder; provided, that, for the avoidance of doubt, notwithstanding anything to the contrary set forth herein, PNC Borrowing shall be obligated to make the Term Loan on the Effective Date in irrevocable and shall specify: (i) the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (i) the date of the acceleration of the Term Loans in accordance with the terms hereof such Borrowing; and (ii) the Final Maturity date of such Borrowing (which shall be the Delayed Draw Date). Promptly following the receipt of a Notice of Term Loan Borrowing in accordance herewith, and provided that all conditions are satisfied in connection with the Delayed Draw Date, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender's Term Loan to be made as part of the requested Term Loan Borrowing.

Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Term Loan Lender severally agrees to make to the Borrower on the Term Loan Funding Date a term loan (hereinafter separately called a “Term Loan” and collectively the “Term LoanLoans”) in an amount equal to its Term Loan Percentage of the Borrowers on aggregate amount of Term Loans requested by the Effective Date in Dollars in such principal amount as the Borrowers shall request up to, Borrower but not exceeding to exceed such Term Loan Lender’s Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term Loans to the Borrowers shall be in the proportion that such Lender’s Term Loan Commitment bears to of each Term Loan Lender shall terminate on the earlier of (i) the Term Loan Commitments Funding Date and (ii) April 30, 2007. No portion of all Lenders to the Borrowers, but each Lender’s a Term Loan which is repaid may be reborrowed. Subject to any prepayment obligation provided in this Agreement, the Borrowers outstanding principal amount of the Term Loans shall never exceed its be due and payable in twenty (20) equal quarterly principal installments payable on the first Business Day of each calendar quarter; provided that (x) the first such payment shall be on the first Business Day in the calendar quarter immediately succeeding the calendar quarter in which the Term Loan CommitmentFunding Date occurs and (y) the final payment shall be due on the Term Loan Maturity Date together with all outstanding principal and accrued interest under the Term Loan Facility. The failure of any Term Loan Lender to make a Term Loan perform its obligations hereunder shall not relieve any other Term Loan Lender of its obligations hereunder (it being understood, however, that no Term Loan Lender shall be responsible for the failure of any other Term Loan Lender to make a any Term Loan nor shall it impose any additional liability on any required to be made by such other Lender hereunder; provided, that, for the avoidance of doubt, notwithstanding anything to the contrary set forth herein, PNC shall be obligated to make the Term Loan on the Effective Date in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (i) the date of the acceleration of the Term Loans in accordance with the terms hereof and (ii) the Final Maturity DateLender).

Term Loan Commitments. Subject to the terms and conditions hereof, hereof and relying in reliance upon the representations and warranties herein set forthforth herein, each Term Lender severally severally, and not jointly, agrees to make a term loan its Pro Rata Share of the new Term Loans available to the Borrower in Dollars during the Term Loan Availability Period in accordance with Sections 2.1(b) and 2.1(c) hereof (such new Term Loans made by the Term Lenders, the “New Term LoanLoans”); provided, however, (i) with regard to each Term Lender individually, the Borrowers on sum of such Term Lender’s Pro Rata Share of the Effective Date in Dollars in such aggregate principal amount as of the Borrowers outstanding New Term Loans (excluding all Term Loan PIK Interest) shall request up to, but not exceeding at any time exceed such Term Lender’s Term Loan Commitment. Nature , which is set forth in Schedule I attached hereto, (ii) with regard to the Term Lenders collectively, the sum of Lenders’ Obligations with Respect to the aggregate principal amount of the Advances (excluding all Term Loans; Repayment Terms. The obligations Loan PIK Interest and any payments on account of each Lender such Advances) made hereunder shall not at any time exceed the Total Term Loan Commitment, (iii) in no event shall any Advance be made hereunder which would exceed the amount of the Borrowing Availability then available and (iv) the Term Lenders shall not be required to make Term Loans to the Borrowers more than three (3) Advances hereunder (and each of such Advances shall be made in the proportion that such Lender’s accordance with Section 2.1(c) hereof). Upon any Term Lender funding its entire Term Loan Commitment bears in accordance with the provisions hereof, such Term Lender will have no further commitment to the fund New Term Loan Commitments of all Lenders to the Borrowers, but each Lender’s Term Loan to the Borrowers shall never exceed its Term Loan CommitmentLoans hereunder. The failure of any Term Lender to make a any New Term Loan shall not in itself relieve any other Lender of its obligations obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any Term Lender to make a any New Term Loan nor shall it impose any additional liability required to be made by such Term Lender). Amounts repaid or prepaid on any other Lender hereunder; provided, that, for the avoidance of doubt, notwithstanding anything to the contrary set forth herein, PNC shall be obligated to make the Term Loan on the Effective Date in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (i) the date of the acceleration of the Term Loans in accordance with the terms hereof and (ii) the Final Maturity Datereborrowed.

Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Lender severally agrees to make a term loan make, (the “Term Loan”i) to the Borrowers on the Closing Date, Term Loansan Initial Tranche A-1 Term Loan and Tranche B Term Loan to Parent Borrower in an amount equal to such Lender’s Initial Tranche A-1 Term Loan Commitment and Tranche B Term Loan Commitment, respectively, (ii) on the First Amendment Effective Date, an Incremental Tranche A-1 Term Loan to Parent Borrower in an amount equal to such Lender’s Incremental Tranche A-1 Term Loan Commitment and (iii) on the Second Amendment Funding Date, a Tranche A-2 Term Loan to Parent Borrower in an amount equal to such Lender’s Tranche A-2 Term Loan Commitment. Parent Borrower may make only one borrowing under each of the Term Loan Commitment and Incremental Tranche A Term Loan Commitment, which shall be on the Closing Date and the First Amendment Effective Date, respectivelyCommitments. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.8, 2.9 and 2.10, all outstanding amounts owed hereunder with respect to (i) the Tranche B Term Loans shall be paid in Dollars full no later than the Tranche B Term Loan Maturity Date and, (ii) the Tranche A-1 Term Loans shall be paid in such principal amount as full no later than the Borrowers Tranche A-1 Term Loan Maturity Date and (iii) the Tranche A-2 Term Loans shall request up to, but not exceeding such be paid in full no later than the Tranche A-2 Term Loan Maturity Date. Lender’s Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term Loans CommitmentCommitments shall terminate immediately and without further action on the Closing Date after giving effect to the Borrowers shall be in the proportion that funding of such Lender’s Term Loan Commitment bears on such date. Lender’s Incremental Tranche A Term Loan Commitment shall terminate immediately and without further action onthe Closing Date, the First Amendment Effective Date after giving effect to the funding of such Lender’s Incremental Tranche A Term Loan Commitments of all Lenders to CommitmentClosing Date or the Borrowers, but each Lender’s Term Loan to the Borrowers shall never exceed its Term Loan Commitment. The failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder; provided, that, for the avoidance of doubt, notwithstanding anything to the contrary set forth herein, PNC shall be obligated to make the Term Loan on the Effective Date in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Second Amendment Closing Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (i) the date of the acceleration of the Term Loans in accordance with the terms hereof and (ii) the Final Maturity Dateapplicable.

Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, (A) each Lender severally agreed to make, (i) on the Original Closing Date, an Initial Tranche A-1 Term Loan and Tranche B Term Loan to Parent Borrower in an amount equal to such Lender’s Initial Tranche A-1 Term Loan Commitment and Tranche B Term Loan Commitment, respectively, (ii) on the First Amendment Closing Date, an Incremental Tranche A-1 Term Loan to Parent Borrower in an amount equal to such Lender’s Incremental Tranche A-1 Term Loan Commitment, (iii) on the Second Amendment Funding Date, a Tranche A-2 Term Loan to Parent Borrower in an amount equal to such Lender’s Tranche A-2 Term Loan Commitment, and (B) each lender severally agrees to make a term loan (the “Term Loan”i) to the Borrowers on the Amendment and Restatement Effective Date, a Tranche A-3 Term Loan to Parent Borrower in an amount equal to such Lender’s Tranche A-3 Term Loan Commitment and (ii) from time to time, on any Business Day during the Availability Period, a Tranche A-4 Term Loan in an aggregate amount not to exceed such Lender’s Tranche A-4 Commitment. Parent Borrower may make only one borrowing under each of the Term Loan Commitments (other than the Tranche A-4 Term Loan Commitment). There is no limit on the number of borrowings that Parent Borrower may make under the Tranche A-4 Term Loan Commitment, provided that the aggregate amount of all such borrowings under the Tranche A-4 Term Loan shall not exceed the Tranche A-4 Commitment. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.8, 2.10 and 2.11, all outstanding amounts owed hereunder with respect to (1) the Tranche A-1 Term Loans shall be paid in full no later than the Tranche A-1 Term Loan Maturity Date and (2) the Tranche A-2 Term Loans shall be paid in Dollars full no later than the Tranche A-2 Term Loan Maturity Date and (3) the Tranche A-3 Term Loans shall be paid in such principal amount full no later than the Tranche A-3 Term Loan Maturity Date and (4) the Tranche A-4 Term Loan shall be paid in full no later than the Tranche A-4 Term Loan Maturity Date. The parties acknowledge that as of the Borrowers shall request up to, but not exceeding such date hereof the Tranche B Term Loan is no longer outstanding. Lender’s Term Loan Commitments (other than the Tranche A-4 Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term Loans ) shall terminate immediately and without further action after giving effect to the Borrowers shall be in the proportion that funding of such Lender’s Term Loan Commitment bears to on the Original Closing Date, the First Amendment Closing Date, the Second Amendment Funding Date or the Amendment and Restatement Effective Date, as applicable. Lender’s Tranche A-4 Term Loan Commitments of all Lenders to the Borrowers, but each Lender’s Term Loan to the Borrowers Commitment shall never exceed its Term Loan Commitment. The failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder; provided, that, for the avoidance of doubt, notwithstanding anything to the contrary set forth herein, PNC shall be obligated to make the Term Loan terminate automatically on the Effective Date in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (i) the date of the acceleration of the Term Loans in accordance with the terms hereof and (ii) the Final Maturity Delayed Draw Termination Date.

Term Loan Commitments. Subject The Company shall pay to the terms and conditions hereof, and relying upon Agent for the representations and warranties herein set forth, account of each Lender severally agrees to make having a term loan (the “Term Loan”) Loan Commitment a commitment fee calculated at a rate per annum equal to the Borrowers applicable Commitment Fee Rate on the Effective Date in Dollars in such principal amount as the Borrowers shall request up to, but not exceeding actual daily unused portion of such Lender’s 's Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations , computed on a quarterly basis in arrears on the last Business Day of each Lender to make Term Loans to calendar quarter based upon the Borrowers shall be in daily utilization for that quarter as calculated by the proportion that such Agent. Each Lender’s 's Term Loan Commitment bears shall be deemed to be used at the Term Loan Commitments of all Lenders to the Borrowers, but each Lender’s Term Loan to the Borrowers shall never exceed its Term Loan Commitment. The failure of any Lender to make time a Term Loan is made by such Lender, and such Term Loan Commitment shall not relieve any other Lender be reinstated upon prepayment, whether optional or mandatory, of its obligations to make a such Term Loan nor Loan. Such commitment fee shall it impose any additional liability on any other Lender hereunder; provided, that, for accrue from the avoidance of doubt, notwithstanding anything Closing Date to the contrary set forth herein, PNC shall be obligated to make the Term Loan on the Effective Draw Period Termination Date in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon, shall be due and payable quarterly in arrears on the earliest last Business Day of (i) each March, June, September and December commencing on September 30, 1999 through the Draw Period Termination Date, with the final payment to be made on the Draw Period Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.05, the accrued commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the acceleration following quarterly payment being calculated on the basis of the Term Loans period from such 35 42 reduction or termination date to such quarterly payment date. The commitment fees provided in accordance with this subsection shall accrue at all times after the terms hereof and (ii) the Final Maturity Dateabove-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Term Loan Commitments. Subject The Company shall pay to the terms and conditions hereof, and relying upon Agent for the representations and warranties herein set forth, account of each Lender severally agrees to make having a term loan (the “Term Loan”) Loan Commitment a commitment fee calculated at a rate per annum equal to the Borrowers applicable Commitment Fee Rate on the Effective Date in Dollars in such principal amount as the Borrowers shall request up to, but not exceeding actual daily unused portion of such Lender’s 's Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations , computed on a quarterly basis in arrears on the last Business Day of each Lender to make Term Loans to calendar quarter based upon the Borrowers shall be in daily utilization for that quarter as calculated by the proportion that such Agent. Each Lender’s 's Term Loan Commitment bears shall be deemed to be used at the Term Loan Commitments of all Lenders to the Borrowers, but each Lender’s Term Loan to the Borrowers shall never exceed its Term Loan Commitment. The failure of any Lender to make time a Term Loan is made by such Lender, and such Term Loan Commitment shall not relieve any other Lender be reinstated upon prepayment, whether optional or mandatory, of its obligations to make a such Term Loan nor Loan. Such commitment fee shall it impose any additional liability on any other Lender hereunder; provided, that, for accrue from the avoidance of doubt, notwithstanding anything Closing Date to the contrary set forth herein, PNC shall be obligated to make the Term Loan on the Effective Draw Period Termination Date in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon, shall be due and payable quarterly in arrears on the earliest last Business Day of (i) each March, June, September and December commencing on September 30, 1999 through the Draw Period Termination Date, with the final payment to be made on the Draw Period Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.05, the accrued commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the acceleration following quarterly payment being calculated on the basis of the Term Loans period from such reduction or termination date to such quarterly payment date. The commitment fees provided in accordance with this subsection shall accrue at all times after the terms hereof and (ii) the Final Maturity Dateabove-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, : (i) each Lender severally agrees to make a term loan (the “Term Loan”) to the Borrowers make, on the Effective Date Closing Date, an Initial Term Loan to Companies in Dollars in such principal an amount as the Borrowers shall request up to, but not exceeding equal to such Lender’s Initial Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of and (ii) each Lender severally agrees to make make, at any time after the Closing Date and prior to the Multi-Draw Commitment Termination Date, one or more Multi-Draw Term Loans to the Borrowers shall be Companies in the proportion that an amount not to exceed such Lender’s Multi- Draw Term Loan Commitment bears immediately prior to giving effect to any such Multi-Draw Term Loan; provided, after giving effect to the making of the Multi-Draw Term Loans, in no event shall Availability with respect to the Multi-Draw Term Loan Commitments of all Lenders to be less than $0. Companies may make only one borrowing under the Borrowers, but each Lender’s Term Loan to the Borrowers shall never exceed its Initial Term Loan Commitment, which borrowing may only occur on the Closing Date. The failure Companies may make one or more borrowings of any Lender to make a the Multi-Draw Term Loan shall Commitment, which borrowings may only occur during the Multi-Draw Commitment Period. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not relieve any other Lender of its obligations be reborrowed. Subject to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder; providedSections 2.11(a) and 2.13, that, for the avoidance of doubt, notwithstanding anything all amounts owed hereunder with respect to the contrary set forth herein, PNC shall be obligated to make the Term Loan on the Effective Date in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Initial Term Loans hereunder after and the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Multi-Draw Term Loans shall be repayable Paid in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of Full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and all accrued and unpaid interest thereon, shall be due and payable fully without further action by any Person upon the funding of such Lender’s Initial Term Loan Commitment on the earliest Closing Date. Each Lender’s Multi-Draw Term Loan Commitment shall (x) automatically and permanently be reduced by the amount of (i) the date of the acceleration of the each Multi-Draw Term Loans in accordance with the terms hereof Loan made hereunder, and (iiy) terminate immediately and without further action by any Person on the Final Maturity Multi-Draw Commitment Termination Date.. (b)

Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forthforth herein, each Lender severally agrees to make a term single loan (the “each, a "Term Loan”") to the Borrowers Borrower on the Effective Delayed Draw Date in Dollars in such a principal amount as not to exceed the Borrowers shall request up to, but not exceeding such Lender’s Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term Loans to the Borrowers shall be in the proportion that such Lender’s Term Loan Commitment bears of such Lender; provided, that if for any reason the Delayed Draw Date does not occur by February 15, 2010 or the full amount of such Lender's Term Loan Commitment is not fully drawn on the Delayed Draw Date, the undrawn portion thereof shall automatically be cancelled and terminated. The Term Loans may be, from time to time, Base Rate Loans, Adjusted LIBO Rate Loans or LIBOR Index Rate Loans; provided, that all Term Loans shall be the same Type and that on the Delayed Draw Date all Term Loans shall be LIBOR Index Rate Loans. Prior to 11:00 a.m. on the Delayed Draw Date, the Borrower shall give the Administrative Agent written notice of the Term Loan Commitments Borrowing substantially in the form of all Lenders to the Borrowers, but each Lender’s Exhibit 2.5 (a "Notice of Term Loan to the Borrowers shall never exceed its Borrowing"). The Notice of Term Loan Commitment. The failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder; provided, that, for the avoidance of doubt, notwithstanding anything to the contrary set forth herein, PNC Borrowing shall be obligated to make the Term Loan on the Effective Date in irrevocable and shall specify: (i) the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (i) the date of the acceleration of the Term Loans in accordance with the terms hereof such Borrowing; and (ii) the Final Maturity date of such Borrowing (which shall be the Delayed Draw Date). Promptly following the receipt of a Notice of Term Loan Borrowing in accordance herewith, and provided that all conditions are satisfied in connection with the Delayed Draw Date, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender's Term Loan to be made as part of the requested Term Loan Borrowing.

Term Loan Commitments. On or about April 16, 1998, term loans in the aggregate principal amount of $85,000,000 were made available to the Borrower by the Banks (herein, the "Original Term Loan Commitments") and are currently owing to the Banks in the amounts set forth on Schedule I attached hereto (individually an "Original Term Loan" and collectively the "Original Term Loans"). Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forthcertain Banks, each Lender by their acceptance hereof, severally agrees agree to make mortgage refinancing loans (individually a term loan ("Mortgage Refinancing Loan" and collectively the “"Mortgage Refinancing Loans"; the Original Term Loans and the Mortgage Refinancing Loans being hereinafter referred to collectively as the "Term Loans" and individually as a "Term Loan”") to the Borrowers on the Effective Date in Dollars in such principal amount as the Borrowers shall request up toBorrower, but not exceeding such Lender’s Term with each Mortgage Refinancing Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term Loans to the Borrowers shall be in the proportion that such Lender’s Term Loan amount of the Mortgage Refinancing Commitment bears to of the relevant Bank as set forth on Schedule I attached hereto (individually a "Mortgage Refinancing Commitment" and collectively the "Mortgage Refinancing Commitments"; the Original Term Loan Commitments of all Lenders and the Mortgage Refinancing Commitments being referred to herein collectively as the Borrowers, but each Lender’s "Term Loan to the Borrowers shall never exceed its Term Loan CommitmentCommitments"). The failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder; provided, that, for the avoidance of doubt, notwithstanding anything to the contrary set forth herein, PNC Mortgage Refinancing Loans shall be obligated to make made, if at all, on or before October 16, 1998, at which time Mortgage Refinancing Commitments of the Term Loan on the Effective Date in the aggregate principal amount of $235,000,000relevant Banks shall expire. The Lenders Mortgage Refinancing Loans shall have no obligation be advanced in a single Borrowing and shall be made by the Banks in accordance with their respective Mortgage Refinancing Commitments. Not less than $4,000,000 of the proceeds of the Mortgage Refinancing Loans shall be used to make Term Loans hereunder after refinance the Effective DateObligations incurred by the Borrower under the Revolving Credit in connection with its purchase of the real estate commonly known as Southern Manner Nursing Center, Hallettsville, Texas and Oakland Manor Nursing Center, Giddings, Texas (collectively, the "Texas Real Property"). The Borrowers shall not have As provided in Section 1.6(a) hereof, the right to reborrow Borrower may elect that the Term Loans under Section 2.01(c) [(whether advanced as an Original Term Loan Commitments] after repaymentor as a Mortgage Refinancing Loan) be outstanding as Base Rate Loans or Eurodollar Loans. The As provided in Sections 1.8(b) and 1.8(c), the Term Loans shall be repayable mature in consecutive quarterly installments, with each installment to be due and payable installments as therein provided. No amount repaid or prepaid on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the any Term Loan and all accrued and unpaid interest thereon, shall may be due and payable on the earliest of (i) the date of the acceleration of the Term Loans in accordance with the terms hereof and (ii) the Final Maturity Dateborrowed again.

Term Loan Commitments. Subject to the terms and conditions hereofset forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, and relying upon on the representations and warranties herein set forthlast day of the Line of Credit Period, each Lender severally agrees to make with a term loan (the “Term Loan”) to the Borrowers on the Effective Date in Dollars in such principal amount as the Borrowers shall request up to, but not exceeding such Lender’s Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term Loans to the Borrowers shall be in the proportion that such Lender’s Term Loan Commitment bears severally (and not jointly) agrees to lend to Borrower (individually, a "Term Loan" and collectively, the "Term Loans") an amount not to exceed the lesser of (a) such Lender's Term Loan Commitments Commitment or (b) the aggregate outstanding principal amount of all the Line of Credit Loans due and payable to such Lender as of such date. Loans under this Section 3.1 shall be made from the several Lenders ratably in proportion to the Borrowers, but each Lender’s Term Loan to the Borrowers shall never exceed its Term Loan Commitmenttheir respective Pro Rata Shares. The failure of any Lender to make a any Term Loan under this Agreement shall not relieve release any other Lender of from its obligations obligation to make a Term Loan nor as provided herein. Each Term Loan shall it impose be payable as follows: each Term Loan shall bear interest on the outstanding principal balance thereof at a rate per annum equal to the applicable LIBOR Base Rate plus 325 basis points (3.25%); provided that any additional liability overdue principal of and, to the extent permitted by law, overdue interest on, any Term Loan shall bear interest, payable on any other Lender hereunder; provided, thatdemand, for the avoidance of doubt, notwithstanding anything each day until paid at a rate per annum equal to the contrary set forth herein, PNC sum of three percent (3%) plus the rate otherwise in effect for such day; interest shall be obligated to make the Term Loan on the Effective Date payable monthly in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable arrears on the last day of each quartermonth (or the immediate subsequent Business Day if any such last day is not a Business Day) and at maturity; principal shall be payable in equal semi-annual payments based on a ten (10) year amortization period, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount commencing six (6) months after expiration of the Term Loan Line of Credit Period and all accrued semi-annually thereafter, with the entire outstanding balance of principal and unpaid interest thereon, shall be being due and payable three (3) years after the expiration of the Line of Credit Period; and interest on the earliest of (i) outstanding principal owed on such Term Loan shall be computed and assessed on the date basis of the acceleration actual number of the Term Loans in accordance with the terms hereof and (ii) the Final Maturity Datedays elapsed over a year composed of 360 days.

Term Loan Commitments. (a) Subject to the terms and conditions hereof, each of the Continuing Lenders severally agrees that the Existing Term Loans made by such Lender under the Original Credit Agreement shall remain outstanding on and relying upon after the representations Restatement Effective Date as “Tranche D Term Loans” made pursuant to this Agreement, and warranties herein shall be deemed to have been repaid with Tranche D Term Loans made pursuant to this Agreement on the Restatement Effective Date. Each Existing Term Loan of a Continuing Lender shall be deemed to satisfy, dollar for dollar, such Continuing Lender’s obligation to make Tranche D Term Loans on the Restatement Effective Date. Such Existing Term Loans shall on and after the Restatement Effective Date have all of the rights and benefits of Tranche D Term Loans as set forthforth in this Agreement and the other Loan Documents. Subject to the terms and conditions hereof, each Lender of the Tranche D Term Loan Lenders (other than Continuing Lenders) severally agrees to make a term loan (the “Tranche D Term Loan”) to the Borrowers Loans on the Restatement Effective Date in Dollars in an amount for each such principal amount as Tranche D Term Loan Lender not to exceed its Tranche D Term Loan Percentage of Tranche D Term Loans requested by the Borrowers Borrower on the Restatement Effective Date. Any unfunded Tranche D Term Loan Commitments shall request up to, but not exceeding terminate immediately and without further action on the Restatement Effective Date after giving effect to the funding of such Tranche D Term Loan Lender’s Term Loan Commitment. Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations of each Lender to make Term Loans to the Borrowers shall be in the proportion that such Lender’s Tranche D Term Loan Commitment bears to the Term Loan Commitments of all Lenders to the Borrowers, but each Lender’s Term Loan to the Borrowers shall never exceed its Term Loan Commitment. The failure of any Lender to make a Term Loan shall not relieve any other Lender of its obligations to make a Term Loan nor shall it impose any additional liability on any other Lender hereunder; provided, that, for the avoidance of doubt, notwithstanding anything to the contrary set forth herein, PNC shall be obligated to make the Term Loan on the Effective Date in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The Term Loans shall be repayable in consecutive quarterly installments, with each installment to be due and payable on the last day of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (i) the date of the acceleration of the Term Loans in accordance with the terms hereof and (ii) the Final Maturity Datesuch date.

Term Loan Commitments. Subject (a) Immediately prior to giving effect to this Agreement, as of the Closing Date, the outstanding principal balance of the loans made under the Original Agreement was $194,211,168.22 (the “Outstanding Original Term Loan Balance”). On the Closing Date, and upon the effectiveness of this Agreement, the Outstanding Original Term Loan Balance shall be continued and shall convert automatically for all purposes of this Agreement to outstanding loans (each loan under this Section 2.1(a), (b), or (d), individually a “Term Loan” and, collectively, the “Term Loans”) hereunder owing to the Lenders as if such Term Loans had been made by the Lenders to the Borrower hereunder on the Closing Date ratably in accordance with their respective Lender’s Percentage. (b) Each Lender severally and not jointly agrees, subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Lender severally agrees to make an additional Term Loan on the Closing Date, as specified in a term loan (the “Term Loan”) Notice of Borrowing delivered pursuant to Section 2.3, up to an amount equal to the Borrowers on positive difference of (a) the Effective Date in Dollars in such principal amount as the Borrowers shall request up to, but not exceeding lesser of (i) such Lender’s Term Loan Commitment. Nature Percentage of Lenders’ Obligations with Respect to Term Loans; Repayment Terms. The obligations the Borrowing Base as of each Lender to make Term Loans to the Borrowers shall be in the proportion that Closing Date and (ii) such Lender’s Term Loan Commitment bears as of the Closing Date and (b) such Lender’s Percentage of the Outstanding Original Term Loan Balance. The aggregate amount of such additional Borrowing on the Closing Date plus the Outstanding Original Term Loan Balance is referred to herein as the “Closing Date Borrowing Amount”. To the extent that any Lender consents to the Borrower’s request for an Incremental Term Loan Commitments of all Lenders Commitment in accordance with Section 2.1(d), each Lender that agrees to provide an Incremental Term Loan Commitment severally and not jointly agrees, subject to the Borrowersterms and conditions hereof, but each to make an additional Term Loan in Dollars to the Borrower on the Incremental Term Loan Borrowing Date, in an amount not to exceed the lesser of (i) such Lender’s Percentage of the Borrowing Base as of the Incremental Term Loan to the Borrowers shall never exceed its Borrowing Date and (ii) such Lender’s Incremental Term Loan Commitment. The failure Closing Date Borrowing Amount, together ‑36‑ with the aggregate amount of any Lender to make a such Borrowing on the Incremental Term Loan shall not relieve any other Lender of its obligations to make a Borrowing Date (the “Incremental Term Loan nor shall it impose any additional liability on any other Lender hereunder; providedBorrowing Amount”) from and after the Incremental Term Loan Borrowing Date, thatis referred to herein as the “Aggregate Borrowing Amount”. (c) Unless the Borrower notifies the Administrative Agent in accordance with Section 2.3(a), for the avoidance of doubt, notwithstanding anything and subject to the contrary set forth hereinterms hereof, PNC shall be obligated to make the Term Loan on the Effective Date in the aggregate principal amount of $235,000,000. The Lenders shall have no obligation to make Term Loans hereunder after the Effective Date. The Borrowers shall not have the right to reborrow the Term Loans under Section 2.01(c) [Term Loan Commitments] after repayment. The all Term Loans shall initially be repayable in consecutive quarterly installments, Eurodollar Loans with each installment to be due and payable on an Interest Period (other than the last day initial Interest Period) of each quarter, as follows: QUARTER ENDING: PRINCIPAL PAYMENT: December 31, 2018 through and including the quarter ending September 30, 2020 $ 2,937,500 December 31, 2020 through and including the quarter ending September 30, 2022 $ 5,875,000 December 31, 2022 and each fiscal quarter thereafter until the Final Maturity Date $ 7,343,750 The outstanding unpaid principal one (1) month. No amount of the any Term Loan and all accrued and unpaid interest thereon, shall may be due and payable on the earliest of reborrowed once it is repaid. (i) the date of the acceleration of the Term Loans in accordance with the terms hereof and (ii) the Final Maturity Date.d)