Common use of Incremental Term Facility Clause in Contracts

Incremental Term Facility. a. Subject to the terms and conditions set forth herein, each Incremental Term Lender agrees, severally and not jointly, to make, on the Incremental Effective Date, an Incremental Term Loan in a principal amount not to exceed the Incremental Term Commitment of such Incremental Term Lender. No Incremental Term Lender shall be responsible for any other Incremental Term Lender’s failure to fund the Incremental Term Loans. (a) Except as otherwise set forth below relating to the amortization and maturity date of the Incremental Term Loans, the terms and conditions of the Incremental Term Loans made hereunder shall be identical to those terms and conditions (including the Applicable Rate) applicable to the Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date: (i) To the extent not previously paid, the Incremental Term Loans shall become due and payable on August 22, 2017 (the “Incremental Term Maturity Date”). (ii) The Borrower shall repay Incremental Term Borrowings on the last day of each March, June, September and December, beginning with March 31, 2014, and ending with the last such day to occur prior to the Incremental Term Maturity Date, and on the Incremental Term Maturity Date, in an aggregate principal amount for each such date equal to the amount set forth opposite such date in the table below (as such amount may be adjusted pursuant to paragraph (c) of Section 2.10 of the Credit Agreement): March 31, 2014 $3,750,000 June 30, 2014 $3,750,000 September 30, 2014 $3,750,000 December 31, 2014 $3,750,000 March 31, 2015 $3,750,000 June 30, 2015 $3,750,000 September 30, 2015 $3,750,000 December 31, 2015 $3,750,000 March 31, 2016 $3,750,000 June 30, 2016 $3,750,000 September 30, 2016 $3,750,000 December 31, 2016 $3,750,000 March 31, 2017 $3,750,000 June 30, 2017 $3,750,000 Incremental Term Maturity Date $97,500,000 (b) Subject to the terms and conditions set forth herein, pursuant to Section 2.21 of the Credit Agreement, and effective as of the Incremental Effective Date, for all purposes of the Loan Documents, (i) the Incremental Term Commitments shall be “Commitments” and “Incremental Commitments” under the Credit Agreement, (ii) Incremental Term Loans made pursuant to the Incremental Term Commitments under the Credit Agreement shall be “Incremental Term Loans” and (except for purposes of Section 2.10(a) and (b)) “Term Loans” under the Credit Agreement and a separate Class of “Loans” from the Loans outstanding under the Credit Agreement immediately prior to the making of the Incremental Term Loans, (iii) Borrowings of Incremental Term Loans shall constitute “Term Borrowings” under the Credit Agreement, including for purposes of mandatory prepayments under Section 2.11 of the Credit Agreement, and (iv) each Incremental Term Lender shall be (or in the case of any Incremental Term Lender with a Commitment outstanding under the Credit Agreement immediately prior to the effectiveness of this Agreement, shall continue to be) a “Lender” and a “Term Lender” under the Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders.

Incremental Term Facility. a. (a) Subject to the terms and conditions set forth herein, each Incremental Term Lender agrees, severally and not jointly, to make, on the Incremental Effective Date, an Incremental Term Loan in a principal amount not to exceed the Incremental Term Commitment of such Incremental Term Lender. No Incremental Term Lender shall be responsible for any other Incremental Term Lender’s failure to fund the Incremental Term Loans. (ab) Except as otherwise set forth below relating to the amortization and maturity date of the Incremental Term Loans, the The terms and conditions of the Incremental Term Loans made hereunder shall be identical to those terms and conditions (including the Applicable Rate) applicable to the Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date: (i) To date hereof. In furtherance of the extent not previously paidforegoing, the Incremental aggregate principal amount of Term Loans shall become due and payable on August 22, 2017 (Borrowings that the “Incremental Term Maturity Date”). (ii) The Borrower shall repay Incremental Term Borrowings prepay pursuant to Section 2.10 of the Credit Agreement on the last day of each March, June, September and December, beginning with March 31September 30, 2014, and ending with the last such day to occur prior to the Incremental Term Maturity Date, and on the Incremental Term Maturity Date, in an aggregate principal amount for each such date equal to shall be increased by the amount set forth opposite such date in the table below (as such amount may be adjusted pursuant to paragraph (c) of Section 2.10 of the Credit Agreement): March 31, 2014 $3,750,000 June 30, 2014 $3,750,000 Scheduled Repayment Date Repayment Amount September 30, 2014 $3,750,000 $ 3,125,000 December 31, 2014 $3,750,000 $ 3,125,000 March 31, 2015 $3,750,000 $ 3,125,000 June 30, 2015 $3,750,000 $ 3,125,000 September 30, 2015 $3,750,000 $ 4,687,500 December 31, 2015 $3,750,000 $ 4,687,500 March 31, 2016 $3,750,000 $ 4,687,500 June 30, 2016 $3,750,000 $ 4,687,500 September 30, 2016 $3,750,000 $ 6,250,000 December 31, 2016 $3,750,000 $ 6,250,000 March 31, 2017 $3,750,000 $ 6,250,000 June 30, 2017 $3,750,000 Incremental $ 6,250,000 September 30, 2017 $ 6,250,000 December 31, 2017 $ 6,250,000 March 31, 2018 $ 6,250,000 Term Maturity Date $97,500,000$ 175,000,000 (bc) Subject to the terms and conditions set forth herein, pursuant to Section 2.21 of the Credit Agreement, and effective as of the Incremental Effective Date, for all purposes of the Loan Documents, (i) the Incremental Term Commitments shall be “Commitments” and “Incremental Commitments” under the Credit Agreement, (ii) Incremental Term Loans made pursuant to the Incremental Term Commitments under the Credit Agreement shall be “Incremental Term Loans” and (except for purposes of Section 2.10(a) and (b)) “Term Loans” under the Credit Agreement and a separate shall constitute the same Class of “Loans” from as the Term Loans outstanding under the Credit Agreement immediately prior to the making of the Incremental Term Loans, (iii) Borrowings of Incremental Term Loans shall constitute “Term Borrowings” under the Credit Agreement, including for purposes of mandatory prepayments under Section 2.11 of the Credit Agreement, and (iv) the issuance of Incremental Term Loans shall be treated as a qualified reopening of the Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date within the meaning of Section 1.1275-2(k) of the U.S. Treasury Regulations and (v) each Incremental Term Lender shall be (or in the case of any Incremental Term Lender with a Commitment outstanding under the Credit Agreement immediately prior to the effectiveness of this Agreement, shall continue to be) a “Lender” and a “Term Lender” under the Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders. (d) It is the intent of the parties hereto that all Incremental Term Loans made hereunder be included in each Borrowing of the Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date on a pro rata basis. In furtherance of the foregoing, the Borrower shall deliver, in accordance with Section 2.07 of the Credit Agreement, an election to convert, on the Incremental Effective Date, all Borrowings of Term Loans outstanding under the Credit Agreement immediately prior to the Incremental Effective Date to a new Borrowing of the same Type and, in the case of a Eurocurrency Borrowing, having the same Interest Period, as the initial Borrowing of the Incremental Term Loans (as specified in the Borrowing Request in respect of the Incremental Term Loans delivered pursuant to Section 3 hereof). (e) The Administrative Agent hereby consents to this Agreement and confirms that each Incremental Term Lender not already a Lender under the Credit Agreement immediately prior to the effectiveness of this Agreement is acceptable to it. (f) Each Incremental Term Lender, by delivering its signature page to this Agreement on the Incremental Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the Incremental Effective Date.

Incremental Term Facility. a. Subject The aggregate Incremental Term Commitments of $200,000,000 provided hereunder (i) shall be designated “Tranche A Incremental Term Facility” (the “Tranche A Incremental Term Facility”) and the Incremental Term Loans made thereunder shall be designated “Tranche A Incremental Term Loans” (the “Tranche A Incremental Term Loans”) and (ii) shall, in addition to the terms and conditions set forth hereinin the Credit Agreement, each Incremental Term Lender agrees, severally have the following terms and not jointly, to make, on the Incremental Effective Date, an Incremental Term Loan in a principal amount not to exceed the Incremental Term Commitment of such Incremental Term Lender. No Incremental Term Lender shall be responsible for any other Incremental Term Lender’s failure to fund the Incremental Term Loans.conditions: (a) Except as otherwise set forth below relating to the amortization and maturity date of the The Incremental Term Loans, the terms and conditions of the Incremental Term Loans made hereunder shall be identical to those terms and conditions (including the Applicable Rate) applicable to the Term Loans outstanding under the Credit Agreement immediately Facility Closing Date must occur on or prior to the Incremental Effective Date: (i) To the extent not previously paidOctober 15, the Incremental Term Loans shall become due and payable on August 22, 2017 2012 (the “Incremental Term Maturity Termination Date”)., which shall in no event be less than ten Business Days from the date of this Supplement; (iib) The Maturity Date shall be September 5, 2017; (c) The Borrower shall repay Incremental Term Borrowings on to the last day Administrative Agent for the ratable account of each March, June, September and December, beginning with March 31, 2014, and ending with the last such day to occur prior to the Incremental Term Maturity Date, and on Loan Lenders the Incremental Term Maturity Date, in an aggregate principal amount for each such date equal to of all Tranche A Incremental Term Loans outstanding on the amount following dates in the respective amounts set forth opposite such date dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the table below (as such amount may be adjusted pursuant to paragraph (c) order of priority set forth in Section 2.10 2.06 of the Credit Agreement): December 31, 2012 $ 2,500,000 March 29, 2013 $ 2,500,000 June 28, 2013 $ 2,500,000 September 30, 2013 $ 2,500,000 December 31, 2013 $ 2,500,000 March 31, 2014 $3,750,000 $ 2,500,000 June 30, 2014 $3,750,000 $ 2,500,000 September 30, 2014 $3,750,000 $ 5,000,000 December 31, 2014 $3,750,000 $ 5,000,000 March 31, 2015 $3,750,000 $ 5,000,000 June 30, 2015 $3,750,000 $ 5,000,000 September 30, 2015 $3,750,000 $ 5,000,000 December 31, 2015 $3,750,000 $ 5,000,000 March 31, 2016 $3,750,000 $ 5,000,000 June 30, 2016 $3,750,000 $ 5,000,000 September 30, 2016 $3,750,000 $ 5,000,000 December 3130, 2016 $3,750,000 $ 5,000,000 March 31, 2017 $3,750,000 $ 5,000,000 June 30, 2017 $3,750,000 $ 5,000,000 provided, however, that the final principal repayment installment of the Tranche A Incremental Term Loans shall be repaid on the Maturity Date $97,500,000for the Tranche A Incremental Term Facility under which such Tranche A Incremental Term Loans were made and in any event shall be in an amount equal to the aggregate principal amount of all Tranche A Incremental Term Loans outstanding on such date; (bd) Subject The Applicable Rate for the Tranche A Incremental Term Loans shall be for any day, with respect to Base Rate Loans and Eurodollar Rate Loans, the applicable rate per annum set forth below in the grid captioned “Tranche A Incremental Term Facility — Applicable Rate”, under the captions “Base Rate Percentage” or “Eurodollar Rate Percentage” cited therein, as the case may be, based upon the Senior Secured Credit Rating: I Baa2/BBB/BBB or higher 2.00 % 1.00 % II Baa3/BBB-/BBB- 2.25 % 1.25 % III Ba1/BB+/BB+ 2.50 % 1.50 % IV Ba2/BB/BB 2.75 % 1.75 % V Ba3/BB-/BB- or lower or no Senior Secured Credit Rating 3.00 % 2.00 % Any increase or decrease in the Applicable Rate resulting from a change in the Senior Secured Credit Rating shall become effective as of the first Business Day immediately following the date of such change in the Senior Secured Credit Rating; and (e) The making of the Tranche A Incremental Term Loans shall be subject to the terms provisions of Sections 2.01(b), 2.02 and conditions set forth herein, pursuant to Section 2.21 4.02 of the Credit Agreement, and effective as of the Incremental Effective Date, for all purposes of the Loan Documents, (i) the Incremental Term Commitments shall be “Commitments” and “Incremental Commitments” under the Credit Agreement, (ii) Incremental Term Loans made pursuant to the Incremental Term Commitments under the Credit Agreement shall be “Incremental Term Loans” and (except for purposes of Section 2.10(a) and (b)) “Term Loans” under the Credit Agreement and a separate Class of “Loans” from the Loans outstanding under the Credit Agreement immediately prior to the making of the Incremental Term Loans, (iii) Borrowings of Incremental Term Loans shall constitute “Term Borrowings” under the Credit Agreement, including for purposes of mandatory prepayments under Section 2.11 of the Credit Agreement, and (iv) each Incremental Term Lender shall be (or in the case of any Incremental Term Lender with a Commitment outstanding under the Credit Agreement immediately prior to the effectiveness of this Agreement, shall continue to be) a “Lender” and a “Term Lender” under the Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders.