Common use of Term Loan Interest Clause in Contracts

Term Loan Interest. i. Subject to Section 2.6.3 and Section 2.1.2(c)(ii), Co-Borrowers shall pay interest on the unpaid principal amount of each (x) Initial Term Loan entirely in cash, at the Initial Cash Rate and (y) Additional Term Loan entirely in cash, at the Additional Cash Rate. ii. Solely to the extent there are insufficient funds in the Revenue Account (after giving effect to the required payments under the waterfall provisions set forth in Section 3.2(b) of the Depositary Agreement) to pay required interest on each Term Loan in cash, Co-Borrowers may pay interest on each Term Loan by increasing the outstanding principal amount on each Term Loan by an amount equal to the amount of interest necessary to cure such insufficiency (a “Term PIK Election”; the resulting increased principal amount of such Term Loans, “Term PIK Principal”); provided that no such increase in principal amount with respect to any Term Loan shall exceed 50% of the amount of interest that would have been payable in cash in respect of such Term Loan but for such insufficiency of funds in the Revenue Account; provided, further, that Co-Borrowers shall be permitted to exercise such Term PIK Election on no more than four (4) Quarterly Payment Dates in the aggregate. The Co-Borrowers shall make a Term PIK Election with respect to each Quarterly Payment Date by providing notice to the Administrative Agent at least five (5) Banking Days prior to such Quarterly Payment Date. If a Term PIK Election is not made by the Co-Borrowers by such deadline, the Co-Borrowers will be deemed to have made a Cash Election for such Quarterly Payment Date. Any Term PIK Principal created hereunder as a result of a Term PIK Election with respect to the Initial Term Loans shall be documented as new series of Loans referred to hereunder as “Initial Term PIK Loans.” Any Term PIK Principal created hereunder as a result of a Term PIK Election with respect to the Additional Term Loans shall be documented as new series of Loans referred to hereunder as “Additional Term PIK Loans.” Each Initial Term PIK Loan created hereunder shall form part of the same series of Loans as any other Initial Term PIK Loans created hereunder and shall be documented as an increase in the amount of the outstanding Initial Term PIK Loans. Each Additional Term PIK Loan created hereunder shall form part of the same series of Loans as any other Additional Term PIK Loans created hereunder and shall be documented as an increase in the amount of the outstanding Additional Term PIK Loans. The Initial Term Loans, the Additional Term Loans, the Initial Term PIK Loans and the Additional Term PIK Loans shall each constitute separate series of Loans hereunder; however, all such Loans shall constitute “Term Loans” hereunder. Upon the creation of, or increase in the amount of, any Initial Term PIK Loan or any Additional Term PIK Loan, the Administrative Agent shall revise Exhibit H to reflect the Lenders’ applicable Proportionate Shares of all outstanding Loans hereunder after giving effect to such creation or increase. iii. Co-Borrowers shall pay interest on the unpaid principal amount of each (x) Initial Term PIK Loan at a fixed rate equal to the Initial Cash Rate plus 2.00% per annum (such rate, with respect to such Loan, the “Initial Term PIK Rate”) and (y) Additional Term PIK Loan at a fixed rate equal to the Additional Cash Rate plus 2.00% per annum (such rate, with respect to such Loan, the “Additional Term PIK Rate” and together with the Initial Term PIK Rate, the “Term PIK Rate”). All such interest payable pursuant to this Section 2.1.2(c)(iii) shall be payable in cash. iv. If any Term Loan would otherwise constitute an “applicable high-yield discount obligation” within the meaning of section 163(i) of the Code (or any successor provisions), on each Quarterly Payment Date ending after the fifth anniversary of the Closing Date, Co-Borrowers shall redeem a portion of such Term Loan (which, for the avoidance of doubt, shall include the Initial Term PIK Loan or Additional Term PIK Loan, as applicable, attributable to such Term Loan) to the extent necessary to ensure that such Term Loan shall not be considered an applicable high yield discount obligation.

Term Loan Interest. i. Subject to Section 2.6.3 and Section 2.1.2(c)(ii)2.5.3, Co-Borrowers Borrower shall pay interest on the unpaid principal amount of each (x) Initial Term Loan entirely in cash, from the Restatement Date until the repayment or prepayment thereof at the Initial Cash Rate and (y) Additional Term Loan entirely in cash, at the Additional Cash Rate. ii. Solely to the extent there are insufficient funds in the Revenue Account (after giving effect to the required payments under the waterfall provisions set forth in Section 3.2(b) one of the Depositary Agreementfollowing rates per annum: (i) to pay required interest on each Term Loan in cash, Co-Borrowers may pay interest on each Term Loan by increasing the outstanding principal amount on each Term Loan by an amount equal to the amount of interest necessary to cure such insufficiency (a “Term PIK Election”; the resulting increased principal amount of such Term Loans, “Term PIK Principal”); provided that no such increase in principal amount with respect to any Term Loan shall exceed 50% of the amount of interest that would have been payable in cash in respect of such Term Loan but for such insufficiency of funds in the Revenue Account; provided, further, that Co-Borrowers shall be permitted to exercise such Term PIK Election on no more than four (4) Quarterly Payment Dates in the aggregate. The Co-Borrowers shall make a Term PIK Election with respect to each Quarterly Payment Date by providing notice to the Administrative Agent at least five (5) Banking Days prior to such Quarterly Payment Date. If a Term PIK Election is not made by the Co-Borrowers by such deadline, the Co-Borrowers will be deemed to have made a Cash Election for such Quarterly Payment Date. Any Term PIK Principal created hereunder as a result of a Term PIK Election with With respect to the Initial Term Loans shall be documented as new series of Loans referred to hereunder as “Initial Term PIK Loans.” Any Term PIK Principal created hereunder as a result of a Term PIK Election with respect to the Additional Term Loans shall be documented as new series of Loans referred to hereunder as “Additional Term PIK Loans.” Each Initial Term PIK Loan created hereunder shall form part of the same series of Loans as any other Initial Term PIK Loans created hereunder and shall be documented as an increase in the amount of the outstanding Initial Term PIK Loans. Each Additional Term PIK Loan created hereunder shall form part of the same series of Loans as any other Additional Term PIK Loans created hereunder and shall be documented as an increase in the amount of the outstanding Additional Term PIK Loans. The Initial Term Loans, the Additional Term Loans, the Initial Term PIK Loans and the Additional Term PIK Loans shall each constitute separate series of Loans hereunder; however, all such Loans shall constitute “Term Loans” hereunder. Upon the creation of, or increase in the amount of, any Initial Term PIK Loan or any Additional Term PIK Loan, the Administrative Agent shall revise Exhibit H to reflect the Lenders’ applicable Proportionate Shares of all outstanding Loans hereunder after giving effect to such creation or increase. iii. Co-Borrowers shall pay interest on the unpaid principal amount of each (x) Initial Term PIK Loan at a fixed rate equal to the Initial Cash Rate plus 2.00% per annum (such rate, with respect to such Loan, the “Initial Term PIK Rate”) and (y) Additional Term PIK Loan at a fixed rate equal to the Additional Cash Rate plus 2.00% per annum (such rate, with respect to such Loan, the “Additional Term PIK Rate” and together with the Initial Term PIK Rate, the “Term PIK Rate”). All such interest payable pursuant to this Section 2.1.2(c)(iii) shall be payable in cash. iv. If any Term Loan would otherwise constitute an “applicable high-yield discount obligation” within the meaning of section 163(i) of the Code (or any successor provisions), on each Quarterly Payment Date ending after the fifth anniversary of the Closing Date, Co-Borrowers shall redeem a portion of such Term Loan which is, and during such periods as such Term Loan is, a Base Rate Term Loan, at a rate per annum equal to the Base Rate (whichsuch rate to change from time to time as the Base Rate shall change) plus the applicable Rate Margin minus 1.00%; provided that, other than with respect to any Base Rate Term Loans made, converted or deemed made or deemed converted pursuant to Section 2.7, in no event shall the sum of the Base Rate and the Rate Margin with respect to such Base Rate Term Loan minus 1.00% be less than the sum of the LIBO Rate (which for the avoidance purposes of doubtdetermining interest rate pricing only, shall include be calculated assuming an Interest Period of three months without regard to the Initial Term PIK Loan or Additional Term PIK Loan, as applicable, attributable actual Interest Period selected by Borrower pursuant to Section 2.1.2(c)) and the Rate Margin which would be applicable to such Term Loan) to the extent necessary to ensure that Loan if such Term Loan were a LIBOR Term Loan. (ii) With respect to the principal portion of such Term Loan which is, and during such periods as such Term Loan is, a LIBOR Term Loan, at a rate per annum during each Interest Period for such LIBOR Term Loan equal to the LIBO Rate (which for the purposes of determining interest rate pricing only, and only until such time as the LIBO Rate for one or two month Interest Periods adequately and fairly reflects the Lenders’ costs of making or maintaining LIBOR Loans (as determined in good faith by Lenders having Proportionate Shares which in the aggregate exceed 70%), shall not be considered calculated assuming an Interest Period of three months without regard to the actual Interest Period selected by Borrower pursuant to Section 2.1.2(c)) plus the applicable high yield discount obligationRate Margin.

Term Loan Interest. i. Subject (a) Each Term Loan made by the Bank to the Borrower pursuant to Section 2.6.3 2.1 hereof shall be evidenced by, in the case of Term Loan A, a replacement promissory note of the Borrower substantially in the form of Exhibit A hereto, and Section 2.1.2(c)(ii)in the case of Term Loan B, Co-Borrowers a promissory note of the Borrower substantially in the form of Exhibit B hereto, each payable to the order of the Bank and representing the obligation of the Borrower to pay the Principal Balance of such Term Loan with interest thereon as hereinafter prescribed. Each Term Note shall pay (i) be dated the date hereof, (ii) be stated to mature on, in the case of Term Loan A, Term Loan A Maturity Date, and, in the case of Term Loan B, Term Loan B Maturity Date, (iii) provide for principal repayment as set forth above and (iv) bear interest on with respect to the unpaid principal amount of each Principal Balance thereof from time to time outstanding at a rate (xor rates) Initial Term Loan entirely per annum to be selected by the Borrower in cash, at accordance with the Initial Cash Rate and (y) Additional Term Loan entirely in cash, at the Additional Cash Rate. ii. Solely to the extent there are insufficient funds in the Revenue Account (after giving effect to the required payments under the waterfall provisions set forth in Section 3.2(b) 2.3 hereof, and in the case of the Depositary Agreement) to pay required interest on each Term Loan in cashFixed Rate or the LIBOR Rate for the Interest Period or the LIBOR Rate Interest Period therein specified, Co-Borrowers may pay interest on each Term Loan by increasing the outstanding principal amount on each Term Loan by an amount equal to either (1) the amount Base LIBOR Rate plus the LIBOR Margin, (2) the Fixed Rate, if available and at the rate determined by the Bank for the period so designated, or (3) the Floating Rate (which interest rate will change when and as the Prime Rate or the Federal Funds Effective Rate changes). In all cases interest shall be computed on the basis of interest necessary to cure such insufficiency (a “Term PIK Election”; the resulting increased principal amount of 360-day year for actual days elapsed and shall be payable as provided in Paragraph 2.2(b) hereof. After any stated or accelerated maturity, such Term LoansNote shall bear interest at the rate set forth in Paragraph 2.2(d) hereof. (i) From and including the date on which the Loan is advanced to, “Term PIK Principal”); but not including, the first Re-Set Date during the term of this Agreement, the entire Principal Balance shall bear interest at the Floating Rate. From and including the first Re-Set Date during the term of this Agreement to, but not including, the last Re-Set Date during the term of this Agreement to, but not including, the last Re-Set Date during the term of this Agreement, the entire Principal Balance shall, except as specifically provided that no such increase to the contrary in principal amount with respect this Agreement, bear interest at the above referenced Fixed Rate, Floating Rate or to any Term Loan shall exceed 50% the extent hereafter provided at one or more of the amount available LIBOR Rates. The available LIBOR Rates shall consist of interest that would a one-month LIBOR Rate, a two-month LIBOR Rate, a three-month LIBOR Rate, a four-month LIBOR Rate, a five-month LIBOR Rate, and a six-month LIBOR Rate determined in accordance with the provisions of this Agreement, it being agreed that: (A) the Borrower shall have been payable the right to select from the available LIBOR Rate (or rates) from time to time applicable to the Principal Balance, and (B) each LIBOR Rate from time to time so selected by the Borrower shall take effect and shall end on a Re-Set Date. Except as hereinafter specifically provided to the contrary in cash in respect of such Term Loan but for such insufficiency of funds in this paragraph, the Revenue Account; provided, further, that Co-Borrowers Borrower shall be permitted not have the right to exercise such Term PIK Election on no select more than four one LIBOR Rate to take effect on any given Re-Set Date. (4ii) Quarterly Payment Dates Notwithstanding anything to the contrary hereinabove set forth in Paragraph 2.2(a)(i), the aggregate. The CoBorrower shall have the option from time to time during the term of this Agreement to select up to, but not in excess of, two (2) LIBOR Rates to take effect on any given Re-Borrowers shall make a Term PIK Election Set Date with respect to each Quarterly Payment Date Term Loan. The Borrower shall make such election by providing written irrevocable notice given to the Administrative Agent Bank at least five (5) Banking Working Days prior to such Quarterly Payment the applicable Re-Set Date. If a Term PIK Election is not made , in which notice the Borrower shall specify the two (2) LIBOR Rates so selected by the Co-Borrowers Borrower and the respective portions of the Principal Balance to which such LIBOR Rates are to respectively pertain, it being agreed that: (A) the minimum portion of the Principal Balance to which any such LIBOR Rate may pertain shall be equal to at least $500,000, (B) each such LIBOR Rate so selected by such deadlinethe Borrower shall be applicable to the portion of the Principal Balance to which it pertains from and including the first day of the applicable LIBOR Rate Interest Period to, but not including, the CoRoll Over Date applicable to such LIBOR Rate Interest Period, and (C) the Borrower shall not have the right to exercise its option pursuant to this sentence as of any given Re-Borrowers will Set Date if the effect thereof would be deemed to have made a Cash Election for such Quarterly Payment Date. Any Term PIK Principal created hereunder as a result of a Term PIK Election cause more than two (2) different LIBOR Rate Interest Periods to be in effect with respect to the Initial Principal Balance of any individual Term Loans Loan at any given time during the term of this Agreement. (b) Interest accrued on each Term Loan shall be documented as new series payable, on: (i) the Maturity Date applicable to such Term Loan; (ii) with respect to any portion of Loans referred the Principal Balance prepaid pursuant to hereunder as “Initial this Agreement, the date of such prepayment; (iii) the first day of each month in each year during the term of such Term PIK LoansLoan to and including the Term Loan Maturity Date applicable to such Term Loan, commencing on the first day of the first month following the Restatement Date; (iv) with respect to any portion of the Principal Balance converted to a different rate on a day when interest would not otherwise have been payable, the date of such conversion.” Any Term PIK Principal created hereunder as a result (c) All payments (including prepayments) to be made by the Borrower on account of a Term PIK Election principal or interest with respect to the Additional Term Loans or on account of fees or any other obligations of the Borrower to the Bank hereunder shall be documented made to the Bank at the office of the Bank set forth in Section 10.1 hereof or at such other place as new series the Bank may from time to time designate in writing in lawful money of Loans referred the United States of America in immediately available funds. The Borrower hereby authorizes and directs the Bank to hereunder as “Additional charge any account of the Borrower maintained at any office of the Bank for any such payments. Subject to the other provisions hereof and the definitions of Interest Period and LIBOR Rate Interest Period set forth in Section 1.1 hereof, if any payment to be so made hereunder, or under a Term PIK Note, becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, to the extent permitted by applicable law, interest thereon shall be payable at the then applicable rate during such extension. (d) If all or a portion of principal or interest shall not be paid when due (whether at the stated or any accelerated maturity of the Loans.” Each Initial Term PIK Loan created ) or if any fee or other amount due hereunder shall form part not be paid when due, such Loan, interest, fee or amount due hereunder, to the extent permitted by applicable law, shall bear interest (payable on demand, and in any event on the last day of each month, and computed daily on the basis of a 360-day year for actual days elapsed) at the Post Default Rate. In no event, however, shall interest payable hereunder be in excess of the maximum rate of interest permitted under applicable law. The obligation to so pay interest upon any reimbursement obligation of the Borrower to the Bank shall not be construed so as to waive the requirement for reimbursement on the same series date that payment is made by the Bank as set forth in this Agreement. (e) The Borrower hereby expressly authorizes the Bank to record the rate (or rates) of Loans as any other Initial Term PIK Loans created hereunder interest applicable to the Principal Balance (or portions thereof) and the Interest Period or LIBOR Rate Interest Periods applicable and all such recordations shall be documented as an increase in presumed to be correct. (f) Notwithstanding anything to the contrary contained herein, the amount of the outstanding Initial Term PIK Loans. Each Additional Term PIK Principal Balance of a Loan created hereunder shall form part of the same series of Loans as any other Additional Term PIK Loans created hereunder and shall be documented as an increase in the amount of the outstanding Additional Term PIK Loans. The Initial Term Loans, the Additional Term Loans, the Initial Term PIK Loans which may bear interest at a LIBOR Rate (or rates) and the Additional Term PIK Loans shall each constitute separate series of Loans hereunder; however, all such Loans shall constitute “Term Loans” hereunder. Upon the creation of, or increase in the amount of, any Initial Term PIK Loan or any Additional Term PIK Loan, the Administrative Agent shall revise Exhibit H to reflect the Lenders’ applicable Proportionate Shares of all outstanding Loans hereunder after giving effect to such creation or increase. iii. Co-Borrowers shall pay interest on the unpaid principal amount of each (x) Initial Term PIK Loan at a fixed rate equal to the Initial Cash LIBOR Rate plus 2.00% per annum (such rate, with respect to such Loan, the “Initial Term PIK Rate”) and (y) Additional Term PIK Loan at a fixed rate equal to the Additional Cash Rate plus 2.00% per annum (such rate, with respect to such Loan, the “Additional Term PIK Rate” and together with the Initial Term PIK Rate, the “Term PIK Rate”). All such interest payable pursuant to this Section 2.1.2(c)(iii) shall be payable in cash. iv. If any Term Loan would otherwise constitute an “applicable high-yield discount obligation” within the meaning of section 163(i) of the Code Interest Period (or any successor provisions), on each Quarterly Payment Date ending after the fifth anniversary of the Closing Date, Co-Borrowers shall redeem a portion of such Term Loan (which, for the avoidance of doubt, shall include the Initial Term PIK Loan or Additional Term PIK Loan, as applicable, attributable to such Term Loanperiods) to the extent necessary to ensure that such Term Loan applicable thereto shall not be considered an applicable high yield discount obligationsuch as would result in a prepayment penalty in order to satisfy the amortization requirements set forth in Paragraph (a) of Section 2.1 except as permitted by Paragraph (b) of Section 2.1.