Common use of Incremental Term Loan Commitments Clause in Contracts

Incremental Term Loan Commitments. (a) Each Additional Tranche C Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Credit Agreement and subject to the conditions set forth herein, to make Additional Tranche C Term Loans to the Borrower on the Additional Tranche C Term Loan Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such Additional Tranche C Term Lender’s name on Schedule I hereto. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed. (b) Unless the context shall otherwise require, the Additional Tranche C Term Loans shall constitute additional “Tranche C Term Loans”, “Incremental Term Loans”, solely with respect to the Tranche B Term Loans, “Other Term Loans” and “2013 Incremental Term Loans” and the Additional Tranche C Term Lenders shall constitute additional “Tranche C Term Lenders”, “Incremental Term Lenders” and “Lenders”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The proceeds of the Additional Tranche C Term Loans shall be used solely (i) to finance a portion of the Specified Dividend and to pay the Transaction Costs and (ii) for general corporate purposes of the Borrower and its Subsidiaries, including, without limitation, Permitted Acquisitions. (d) Unless previously terminated, the commitments of the Additional Tranche C Term Lenders pursuant to Section 2(a) shall terminate upon the making of the Additional Tranche C Term Loans on the Additional Tranche C Term Loan Effective Date.

Incremental Term Loan Commitments. (a) Each Additional Tranche C L Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Amended Credit Agreement and subject to the conditions set forth herein, to make Additional Tranche C L Term Loans to the Borrower on the Additional Tranche C Term Loan Amendment No. 17 Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such Additional Tranche C L Term Lender’s name on Schedule I heretohereto under the heading “Tranche L Term Loan Commitment”. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed. (b) The Incremental Term Loan Maturity Date for the Tranche L Term Loans shall be the Tranche L Maturity Date set forth in the Amended Credit Agreement and, for purposes of Section 2.08(b) of the Credit Agreement, the Tranche L Term Loans shall amortize as provided in Section 2.08(a)(iv) of the Amended Credit Agreement. Unless the context shall otherwise require, the Additional Tranche C L Term Loans shall constitute additional “Tranche C Term Loans”, “Incremental Term Loans”, solely with respect to the Tranche B Term Loans, “Other Term Loans” and “2013 Incremental Other Term Loans” ”, and the Additional Tranche C L Term Lenders shall constitute additional “Tranche C Incremental Term Lenders”, “Incremental Term Lenders” and “Lenders”, in each case case, for all purposes of the Amended Credit Agreement and the other Loan Documents. (c) The proceeds of the Additional Tranche C L Term Loans shall be used solely used, together with the net proceeds of the Borrower’s 6.000% Senior Secured Notes due 2033 and cash on hand of the Borrower, (i) to finance fund a portion special cash dividend to holders of the Specified Dividend Holdings’ common stock and cash dividend equivalent payments on eligible vested options under Holdings’ stock option plans, (ii) to pay the related Transaction Costs and (iiiii) for general corporate purposes of the Borrower and its Subsidiaries, including, without limitation, Permitted Acquisitionspurposes. (d) Unless previously terminated, the commitments of the Additional Tranche C L Term Lenders pursuant to Section 2(a) shall terminate upon the making of the Additional Tranche C L Term Loans on the Additional Tranche C Term Loan Effective Date.Amendment No. 17

Incremental Term Loan Commitments. (a) Each Additional Tranche C J Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Amended Credit Agreement and subject to the conditions set forth herein, to make Additional Tranche C J Term Loans to the Borrower on the Additional Tranche C Term Loan Amendment No. 13 Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such Additional Tranche C J Term Lender’s name on Schedule I heretohereto under the heading “Tranche J Term Loan Commitment”. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed. (b) The Incremental Term Loan Maturity Date for the Tranche J Term Loans shall be the Tranche J Maturity Date set forth in the Amended Credit Agreement and, for purposes of Section 2.08(b) of the Credit Agreement, the Tranche J Term Loans shall amortize as provided in Section 2.08(a)(viii) of the Amended Credit Agreement. Unless the context shall otherwise require, the Additional Tranche C J Term Loans shall constitute additional “Tranche C Term Loans”, “Incremental Term Loans”, solely with respect to the Tranche B Term Loans, “Other Term Loans” and “2013 Incremental Other Term Loans” ”, and the Additional Tranche C J Term Lenders shall constitute additional “Tranche C Incremental Term Lenders”, “Incremental Term Lenders” and “Lenders”, in each case case, for all purposes of the Amended Credit Agreement and the other Loan Documents. (c) The proceeds of the Additional Tranche C J Term Loans shall be used solely together with the net proceeds of the Borrower’s 7.125% Senior Secured Notes due 2031 and cash on hand of the Borrower, (i) to finance a portion fund the acquisition of the Specified Dividend and to pay the Transaction Costs and Electron Device Business of Communications & Power Industries, (ii) for general corporate purposes and (iii) to pay Transaction Costs relating to the incurrence of the Borrower and its Subsidiaries, including, without limitation, Permitted AcquisitionsTranche J Term Loans. (d) Unless previously terminated, the commitments of the Additional Tranche C J Term Lenders pursuant to Section 2(a) shall terminate upon the making of the Additional Tranche C J Term Loans on the Additional Tranche C Term Loan Effective Date.Amendment No. 13

Incremental Term Loan Commitments. (a) Each Additional Tranche C M Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Amended Credit Agreement and subject to the conditions set forth herein, to make Additional Tranche C M Term Loans to the Borrower on the Additional Tranche C Term Loan Amendment No. 18 Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such Additional Tranche C M Term Lender’s name on Schedule I heretohereto under the heading “Tranche M Term Loan Commitment”. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed. (b) The Incremental Term Loan Maturity Date for the Tranche M Term Loans shall be the Tranche M Maturity Date set forth in the Amended Credit Agreement and, for purposes of Section 2.08(b) of the Credit Agreement, the Tranche M Term Loans shall amortize as provided in Section 2.08(a)(v) of the Amended Credit Agreement. Unless the context shall otherwise require, the Additional Tranche C M Term Loans shall constitute additional “Tranche C Term Loans”, “Incremental Term Loans”, solely with respect to the Tranche B Term Loans, “Other Term Loans” and “2013 Incremental Other Term Loans” ”, and the Additional Tranche C M Term Lenders shall constitute additional “Tranche C Incremental Term Lenders”, “Incremental Term Lenders” and “Lenders”, in each case case, for all purposes of the Amended Credit Agreement and the other Loan Documents. (c) The proceeds of the Additional Tranche C M Term Loans shall be used solely used, together with the net proceeds of the Borrower’s 6.250% Senior Secured Notes due 2034, the Borrower’s 6.750% Senior Subordinated Notes due 2034 and cash on hand of the Borrower, (i) to finance fund a portion special cash dividend to holders of the Specified Dividend Holdings’ common stock and to pay the Transaction Costs cash dividend equivalent payments on eligible vested options under Holdings’ stock option plans and (ii) for general corporate purposes of the Borrower and its Subsidiaries, including, without limitation, Permitted Acquisitionsto pay related Transaction Costs. (d) Unless previously terminated, the commitments of the Additional Tranche C M Term Lenders pursuant to Section 2(a) shall terminate upon the making of the Additional Tranche C M Term Loans on the Additional Tranche C Term Loan Effective Date.Amendment No. 18

Incremental Term Loan Commitments. (a) Each Additional Tranche C B-2 Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Credit Agreement and subject to the conditions set forth herein, to make Additional Tranche C B-2 Term Loans to the Borrower on the Additional Tranche C Term Loan Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such Additional its Tranche C B-2 Term Lender’s name on Schedule I heretoLoan Commitment. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed. 1 RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates. (b) The Incremental Term Loan Maturity Date for the Tranche B-2 Term Loans shall be the Term Loan Maturity Date and, for purposes of Section 2.08(b) of the Credit Agreement, the Tranche B-2 Term Loans shall amortize as provided in Schedule 2. Unless the context shall otherwise require, the Additional Tranche C B-2 Term Loans shall constitute additional “Tranche C Term Loans”, “Incremental Term Loans”, solely with respect to the Tranche B Term Loans, “Other Term Loans” and “2013 Incremental Other Term Loans” ”, and the Additional Tranche C B-2 Term Lenders shall constitute additional “Tranche C Term Lenders”, “Incremental Term Lenders” and “Lenders”, in each case for all purposes of the Credit Agreement and the other Loan Documents. For convenience of reference, the Term Loans made on the Closing Date and outstanding immediately prior to the Tranche B-2 Effective Date shall, on the Tranche B-2 Effective Date, be redesignated as “Tranche B-1 Term Loans”, as more fully set forth in Section 6 below. (c) The proceeds of the Additional Tranche C B-2 Term Loans shall be used solely (i) to finance a portion the Merger (including the repayment in full of the Specified Dividend Existing Company Indebtedness) in accordance with the terms of the Merger Agreement and to pay the Transaction Costs and (ii) for general corporate purposes of the Borrower and its Subsidiaries, including, without limitation, Permitted AcquisitionsCosts. (d) Unless previously terminated, the commitments of the Additional Tranche C B-2 Term Lenders pursuant to Section 2(a) Loan Commitments shall terminate upon the earliest to occur of (i) the making of the Additional Tranche C B-2 Term Loans on the Additional Tranche C Term Loan B-2 Effective Date, (ii) 5:00 p.m., New York City time, on April 20, 2012, and (iii) the termination of the Merger Agreement or the public announcement by Holdings or the Borrower of its intention not to proceed with the Merger.