Common use of Tranche C Loans Clause in Contracts

Tranche C Loans. (i) Accrued interest on each Tranche C Loan shall be payable in arrears on each Interest Payment Date, upon a prepayment of such Loan, and on the date on which all or any portion of the Obligations are accelerated, and at maturity. After maturity, and at any time an Event of Default exists, accrued interest on all Tranche C Loans shall be payable on demand. (ii) So long as no Default or Event of Default shall have occurred and be continuing and unless otherwise consented by the Tranche C Lenders, on each Interest Payment Date (other than the Maturity Date), interest on the Tranche C Loans shall be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Tranche C Loans, and such interest amount (together with any principal of the Tranche C Loans prior to giving effect to the provisions of this Section 4.2(e)(ii)) thereafter shall form part of the Tranche C Loans and shall itself bear interest as provided in Section 4.1; provided, that so long as the Total Leverage Ratio of the Consolidated Group for the Computation Period most recently ended prior to such Interest Payment Date is not greater than 2.00:1.00, each Tranche C Lender shall have the right (but shall not be obligated) to elect, by written notice to the Administrative Agent and the Borrower Representative delivered not earlier than three Business Days prior to such Interest Payment Date, to require that all or any portion of the interest on the Tranche C Loan maintained by such Tranche C Lender remain due and payable in cash (in which case such interest (or portion thereof, as applicable) shall not be so capitalized or added to the principal but shall instead remain payable in cash); provided, further that if a Default shall have occurred and be continuing on any date on which such interest is due, the Tranche C Lenders shall be entitled to elect, by notice to the Borrower Representative, either to have such interest be capitalized and added to principal as set forth herein (in which case such payment shall be so capitalized and added to principal) or to require that it remain due and payable in cash (in which case such payment shall not be so capitalized or added to principal but shall instead remain payable in cash) and, in either case, such payment shall bear interest until paid in full as provided in Section 4.1. Each such determination by the Tranche C Lenders shall be conclusive and binding on all parties hereto. If requested by the Tranche C Lenders, the Borrowers shall, within 15 days after such request, cause new Notes to be issued to the Tranche C Lenders, duly executed and delivered by the Borrowers, evidencing the obligation to pay the increased principal amount of the Tranche C Loans as provided in this Section 4.2(e)(ii).

Tranche C Loans. Subject to the terms and conditions of this Agreement (i) Accrued interest on including, without limitation, Section 2.13(a)), each Tranche C Loan shall be payable in arrears on each Interest Payment Date, upon a prepayment of such Loan, Lender severally agrees to make one or more loans to the Borrower from time to time from and on including the date on which all or any portion of the Obligations are accelerated, and at maturity. After maturity, and at any time an Event of Default exists, accrued interest on all Tranche C Loans shall be payable on demand. (ii) So long as no Default or Event of Default shall have occurred and be continuing and unless otherwise consented by Closing Date to but excluding the Tranche C Lenders, on each Interest Payment Commitment Termination Date (other than up to but not exceeding the Maturity Date), interest on the amount of such Tranche C Loans shall be paid by capitalizing such interest and adding such capitalized interest Lender's Tranche C Commitment as then in effect. Notwithstanding anything to the then contrary contained in this Agreement, the Borrower, the Administrative Agent and the Lenders agree that, as of the Closing Date, the aggregate outstanding principal amount of the Tranche C Loans, and such interest amount (together with any principal of the Original Tranche C Loans prior to giving effect to the provisions of this Section 4.2(e)(ii)) thereafter was $______________ , which amount shall form part of the be deemed outstanding as Tranche C Loans and shall itself bear interest as provided hereunder. (Such loans referred to in this Section 4.1; provided, that so long as the Total Leverage Ratio of the Consolidated Group for the Computation Period most recently ended prior to such Interest Payment Date is not greater than 2.00:1.00, each Tranche C Lender shall have the right (but shall not be obligated2.1(c) to elect, by written notice to the Administrative Agent and the Borrower Representative delivered not earlier than three Business Days prior to such Interest Payment Date, to require that all now or any portion of the interest on the Tranche C Loan maintained by such Tranche C Lender remain due and payable in cash (in which case such interest (hereafter made or portion thereof, as applicable) shall not be so capitalized or added to the principal but shall instead remain payable in cash); provided, further that if a Default shall have occurred and be continuing on any date on which such interest is due, the Tranche C Lenders shall be entitled to elect, by notice to the Borrower Representative, either to have such interest be capitalized and added to principal as set forth herein (in which case such payment shall be so capitalized and added to principal) or to require that it remain due and payable in cash (in which case such payment shall not be so capitalized or added to principal but shall instead remain payable in cash) and, in either case, such payment shall bear interest until paid in full as provided in Section 4.1. Each such determination deemed made by the Tranche C Lenders shall be conclusive and binding on all parties hereto. If requested by to the Borrower, including, without limitation, such loans which remain outstanding after the Tranche C LendersCommitment Termination Date, are hereinafter collectively called the Borrowers shall, within 15 days after such request, cause new Notes to be issued to the "Tranche C Lenders, duly executed and delivered by the Borrowers, evidencing the obligation to pay the increased principal amount of Loans".) The Borrower may not reborrow the Tranche C Loans as provided which have been repaid; provided, however, that the Borrower may reborrow the Tranche C Loans which have been prepaid in this accordance with Section 4.2(e)(ii)2.7(e) in the event that the Borrower elects to increase the Tranche C Commitments in accordance with Section 2.13(c) by an amount equal to or greater than the amount of such reborrowed Loan.

Tranche C Loans. (ia) Accrued interest Each Tranche C Lender hereby agrees, on the terms and subject to the conditions set forth herein and in the Credit Agreement, to make a Tranche C Loan to the Borrowers on the Tranche C Funding Date (as defined below) in a principal amount not to exceed the amount set forth opposite such Tranche C Lender’s name on Schedule 1.1(g) as such Tranche C Lender’s “Tranche C Commitment” (with respect to each Tranche C Lender, the “Tranche C Commitment”); provided that the amount required to be funded by each Tranche C Lender with respect to its Tranche C Loan shall be payable in arrears on each Interest Payment Date, upon a prepayment equal to 99.50% of the stated principal amount of such Tranche C Lender’s Tranche C Loan, and on the date on which all or any portion of the Obligations are accelerated, and at maturity. After maturity, and at any time an Event of Default exists, accrued interest on all . (b) The Tranche C Loans shall be payable designated as a new Tranche under the Credit Agreement, with terms and provisions identical to the Tranche B Loans, except as set forth below: (i) The Tranche C Commitments shall terminate upon the earlier of (i) the funding thereof on demandthe Tranche C Funding Date (as defined below) and (ii) 5:00 p.m. (London time) on December 12, 2012. (ii) So long as no Default or Event of Default Any ABR Loan which is a Tranche C Loan shall have occurred an Applicable ABR Margin of 2.50% per annum. (iii) Any LIBOR Loan which is a Tranche C Loan shall have an Applicable LIBOR Margin of 3.50% per annum. (iv) The Borrowers shall, jointly and be continuing and unless otherwise consented by severally, repay to the Administrative Agent after the Tranche C Funding Date, for the benefit of the Tranche C Lenders, on each Interest Payment Date date set forth below (other than or, if not a Business Day, the Maturity immediately preceding Business Day) (each, a “Tranche C Loan Repayment Date”), interest a principal amount in respect of the then-outstanding Tranche C Loans equal to (x) the outstanding principal amount of Tranche C Loans on the Tranche C Loans shall be paid Funding Date, multiplied by capitalizing (y) the percentage set forth below opposite such interest and adding such capitalized interest Tranche C Loan Repayment Date (a “Tranche C Loan Repayment Amount”): Date Percentage March 31, 2013 0.25 % June 30, 2013 0.25 % September 30, 2013 0.25 % December 31, 2013 0.25 % March 31, 2014 0.25 % June 30, 2014 0.25 % September 30, 2014 0.25 % December 31, 2014 0.25 % March 31, 2015 0.25 % June 30, 2015 0.25 % September 30, 2015 0.25 % December 31, 2015 0.25 % March 31, 2016 0.25 % June 30, 2016 0.25 % September 30, 2016 0.25 % December 31, 2016 0.25 % March 31, 2017 0.25 % June 30, 2017 0.25 % September 30, 2017 0.25 % December 31, 2017 0.25 % March 31, 2018 0.25 % June 30, 2018 0.25 % September 30, 2018 0.25 % December 31, 2018 0.25 % March 31, 2019 0.25 % June 30, 2019 0.25 % September 30, 2019 0.25 % Notwithstanding anything to the then contrary contained herein, all outstanding principal amount amounts of the Tranche C Loans, including interest payable thereon, shall be due and such interest amount payable on January 11, 2020 (together with any principal or, if not a Business Day, the immediately preceding Business Day) (the “Tranche C Maturity Date”). (v) The Tranche C Loans shall have a Weighted Average Yield of 4.88%. (vi) The Borrowers shall not be permitted to voluntarily prepay the Tranche C Loans prior to giving effect to the provisions of this Section 4.2(e)(ii)) thereafter shall form part first anniversary of the Tranche C Loans Signing Date. From and shall itself bear interest as provided in Section 4.1; providedafter such first anniversary, that so long as the Total Leverage Ratio of the Consolidated Group for the Computation Period most recently ended prior to such Interest Payment Date is not greater than 2.00:1.00, each Tranche C Lender shall have the right (but shall not be obligated) to elect, by written notice to the Administrative Agent and the Borrower Representative delivered not earlier than three Business Days prior to such Interest Payment Date, to require that all or any portion of the interest on Borrowers may prepay the Tranche C Loan maintained by such Tranche C Lender remain due Term Loans at 100% of the principal amount thereof and payable in cash (in which case such accrued interest (or portion thereof, as applicable) shall not be so capitalized or added to the principal date of payment plus, if such prepayment occurs on or after the first but shall instead remain payable in cash); provided, further that if a Default shall have occurred and be continuing on any date on which such interest is due, the Tranche C Lenders shall be entitled to elect, by notice prior to the Borrower Representative, either to have such interest be capitalized and added to principal as set forth herein (in which case such payment shall be so capitalized and added to principal) or to require that it remain due and payable in cash (in which case such payment shall not be so capitalized or added to principal but shall instead remain payable in cash) and, in either case, such payment shall bear interest until paid in full as provided in Section 4.1. Each such determination by the Tranche C Lenders shall be conclusive and binding on all parties hereto. If requested by the Tranche C Lenders, the Borrowers shall, within 15 days after such request, cause new Notes to be issued to the Tranche C Lenders, duly executed and delivered by the Borrowers, evidencing the obligation to pay the increased principal amount second anniversary of the Tranche C Loans as provided in this Section 4.2(e)(ii)Signing Date, a prepayment premium equal to 1.00% of the principal amount so prepaid.

Tranche C Loans. Subject to the terms and conditions of this Agreement (i) Accrued interest on including, without limitation, Section 2.13(a)), each Tranche C Loan shall be payable in arrears on each Interest Payment Date, upon a prepayment of such Loan, Lender severally agrees to make one or more loans to the Borrower from time to time from and on including the date on which all or any portion of the Obligations are accelerated, and at maturity. After maturity, and at any time an Event of Default exists, accrued interest on all Tranche C Loans shall be payable on demand. (ii) So long as no Default or Event of Default shall have occurred and be continuing and unless otherwise consented by Closing Date to but excluding the Tranche C Lenders, on each Interest Payment Commitment Termination Date (other than up to but not exceeding the Maturity Date), interest on the amount of such Tranche C Loans shall be paid by capitalizing such interest and adding such capitalized interest Lender's Tranche C Commitment as then in effect. Notwithstanding anything to the then contrary contained in this Agreement, the Borrower, the Administrative Agent and the Lenders agree that, as of the Closing Date, the aggregate outstanding principal amount of the Tranche C Loans, and such interest amount (together with any principal of the Original Tranche C Loans prior to giving effect to the provisions of this Section 4.2(e)(ii)) thereafter is $368,519.86, which amount shall form part of the be deemed outstanding as Tranche C Loans and shall itself bear interest as provided hereunder. (Such loans referred to in this Section 4.1; provided, that so long as the Total Leverage Ratio of the Consolidated Group for the Computation Period most recently ended prior to such Interest Payment Date is not greater than 2.00:1.00, each Tranche C Lender shall have the right (but shall not be obligated2.1(c) to elect, by written notice to the Administrative Agent and the Borrower Representative delivered not earlier than three Business Days prior to such Interest Payment Date, to require that all now or any portion of the interest on the Tranche C Loan maintained by such Tranche C Lender remain due and payable in cash (in which case such interest (hereafter made or portion thereof, as applicable) shall not be so capitalized or added to the principal but shall instead remain payable in cash); provided, further that if a Default shall have occurred and be continuing on any date on which such interest is due, the Tranche C Lenders shall be entitled to elect, by notice to the Borrower Representative, either to have such interest be capitalized and added to principal as set forth herein (in which case such payment shall be so capitalized and added to principal) or to require that it remain due and payable in cash (in which case such payment shall not be so capitalized or added to principal but shall instead remain payable in cash) and, in either case, such payment shall bear interest until paid in full as provided in Section 4.1. Each such determination deemed made by the Tranche C Lenders shall be conclusive and binding on all parties hereto. If requested by to the Borrower, including, without limitation, such loans which remain outstanding after the Tranche C LendersCommitment Termination Date, are hereinafter collectively called the Borrowers shall, within 15 days after such request, cause new Notes to be issued to the "Tranche C Lenders, duly executed and delivered by the Borrowers, evidencing the obligation to pay the increased principal amount of Loans".) The Borrower may not reborrow the Tranche C Loans as provided which have been repaid; provided, however, that the Borrower may reborrow the Tranche C Loans which have been prepaid in this accordance with Section 4.2(e)(ii)2.7(e) in the event that the Borrower elects to increase the Tranche C Commitments in accordance with Section 2.13(c) by an amount equal to or greater than the amount of such reborrowed Loan.

Tranche C Loans. Subject to and upon the terms and conditions herein set forth, at any time and from time to time from the Closing Date up to but excluding the date upon which the Tranche C Commitments are terminated, the Borrower may borrow Tranche C Loans from the Lenders, and each Lender agrees, severally and not jointly, to make Tranche C Loans to the Borrower, in an aggregate principal amount at any time outstanding not to exceed the Tranche C Commitment set forth opposite such Lender's name on the signature pages hereto; provided that the aggregate principal amount of: (i) Accrued interest on Tranche C Loans outstanding at any time shall not exceed the lesser of (A) the aggregate Tranche C Commitments of all of the Lenders then in effect, and (B) the then current Collateral Value of the Tranche C Borrowing Base; and (ii) Loans outstanding at any time shall not exceed the applicable limitations set forth in Section 2.9(b). Subject to Section 2.11, each Tranche C Loan shall be payable in arrears on each Interest Payment Date, upon a prepayment of such an Alternate Base Rate Loan, and on a Fed Funds Loan or a LIBOR Loan. Each Tranche C Borrowing shall be in an aggregate principal amount of not less than $100,000 or $1,000,000 in the date on which all case of a LIBOR Loan (or any portion of lesser amount equal to the Obligations are acceleratedunused Tranche C Commitments). The Lenders shall make each Tranche C Borrowing ratably in proportion to their respective Percentage Shares. Within the foregoing limits and subject to the conditions set forth in Article III, the Borrower may borrow and at maturityreborrow Tranche C Loans under Section 2.3 and prepay Tranche C Loans under Section 2.10. After maturity, and at any time an Event of Default exists, accrued interest on all No Tranche C Loans shall be payable outstanding during the period commencing on demand. the third (ii3rd) So long as Business Day of each month up to but not including the fifteenth (15th) calendar day of such month) (or the prior Business Day if the fifteenth (15th) day of such month is not a Business Day), during which period the Borrower shall make no Default or Event of Default shall have occurred and be continuing and unless otherwise consented by the Tranche C Lenders, on each Interest Payment Date (other than Borrowings and the Maturity Date), interest on the Tranche C Loans Lenders shall be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the make no Tranche C Loans, and such interest amount (together with any principal of the Tranche C Loans prior to giving effect to the provisions of this Section 4.2(e)(ii)) thereafter shall form part of the Tranche C Loans and shall itself bear interest as provided in Section 4.1; provided, that so long as the Total Leverage Ratio of the Consolidated Group for the Computation Period most recently ended prior to such Interest Payment Date is not greater than 2.00:1.00, each Tranche C Lender shall have the right (but shall not be obligated) to elect, by written notice to the Administrative Agent and the Borrower Representative delivered not earlier than three Business Days prior to such Interest Payment Date, to require that all or any portion of the interest on the Tranche C Loan maintained by such Tranche C Lender remain due and payable in cash (in which case such interest (or portion thereof, as applicable) shall not be so capitalized or added to the principal but shall instead remain payable in cash); provided, further that if a Default shall have occurred and be continuing on any date on which such interest is due, the Tranche C Lenders shall be entitled to elect, by notice to the Borrower Representative, either to have such interest be capitalized and added to principal as set forth herein (in which case such payment shall be so capitalized and added to principal) or to require that it remain due and payable in cash (in which case such payment shall not be so capitalized or added to principal but shall instead remain payable in cash) and, in either case, such payment shall bear interest until paid in full as provided in Section 4.1. Each such determination by the Tranche C Lenders shall be conclusive and binding on all parties hereto. If requested by the Tranche C Lenders, the Borrowers shall, within 15 days after such request, cause new Notes to be issued to the Tranche C Lenders, duly executed and delivered by the Borrowers, evidencing the obligation to pay the increased principal amount of the Tranche C Loans as provided in this Section 4.2(e)(ii).

Tranche C Loans. (ia) Accrued interest Each Tranche C Lender hereby agrees, on the terms and subject to the conditions set forth herein and in the Credit Agreement, to make a Tranche C Loan to the Borrowers on the Tranche C Funding Date (as defined below) in a principal amount not to exceed the amount set forth opposite such Tranche C Lender’s name on Schedule 1.1(g) as such Tranche C Lender’s “Tranche C Commitment” (with respect to each Tranche C Lender, the “Tranche C Commitment”); provided that the amount required to be funded by each Tranche C Lender with respect to its Tranche C Loan shall be payable in arrears on each Interest Payment Date, upon a prepayment equal to 99.50% of the stated principal amount of such Tranche C Lender’s Tranche C Loan, and on the date on which all or any portion of the Obligations are accelerated, and at maturity. After maturity, and at any time an Event of Default exists, accrued interest on all . (b) The Tranche C Loans shall be payable designated as a new Tranche under the Credit Agreement, with terms and provisions identical to the Tranche B Loans, except as set forth below: (i) The Tranche C Commitments shall terminate upon the earlier of (i) the funding thereof on demandthe Tranche C Funding Date (as defined below) and (ii) 5:00 p.m. (London time) on December 12, 2012. (ii) So long as no Default or Event of Default Any ABR Loan which is a Tranche C Loan shall have occurred an Applicable ABR Margin of 2.50% per annum. (iii) Any LIBOR Loan which is a Tranche C Loan shall have an Applicable LIBOR Margin of 3.50% per annum. (iv) The Borrowers shall, jointly and be continuing and unless otherwise consented by severally, repay to the Administrative Agent after the Tranche C Funding Date, for the benefit of the Tranche C Lenders, on each Interest Payment Date date set forth below (other than or, if not a Business Day, the Maturity immediately preceding Business Day) (each, a “Tranche C Loan Repayment Date”), interest a principal amount in respect of the then-outstanding Tranche C Loans equal to (x) the outstanding principal amount of Tranche C Loans on the Tranche C Loans shall be paid Funding Date, multiplied by capitalizing (y) the percentage set forth below opposite such interest and adding such capitalized interest Tranche C Loan Repayment Date (a “Tranche C Loan Repayment Amount”): March 31, 2013 0.25 % June 30, 2013 0.25 % September 30, 2013 0.25 % December 31, 2013 0.25 % March 31, 2014 0.25 % June 30, 2014 0.25 % September 30, 2014 0.25 % December 31, 2014 0.25 % March 31, 2015 0.25 % June 30, 2015 0.25 % September 30, 2015 0.25 % December 31, 2015 0.25 % March 31, 2016 0.25 % June 30, 2016 0.25 % September 30, 2016 0.25 % December 31, 2016 0.25 % March 31, 2017 0.25 % June 30, 2017 0.25 % September 30, 2017 0.25 % December 31, 2017 0.25 % March 31, 2018 0.25 % June 30, 2018 0.25 % September 30, 2018 0.25 % December 31, 2018 0.25 % March 31, 2019 0.25 % June 30, 2019 0.25 % September 30, 2019 0.25 % Notwithstanding anything to the then contrary contained herein, all outstanding principal amount amounts of the Tranche C Loans, including interest payable thereon, shall be due and such interest amount payable on January 11, 2020 (together with any principal or, if not a Business Day, the immediately preceding Business Day) (the “Tranche C Maturity Date”). (v) The Tranche C Loans shall have a Weighted Average Yield of 4.88%. (vi) The Borrowers shall not be permitted to voluntarily prepay the Tranche C Loans prior to giving effect to the provisions of this Section 4.2(e)(ii)) thereafter shall form part first anniversary of the Tranche C Loans Signing Date. From and shall itself bear interest as provided in Section 4.1; providedafter such first anniversary, that so long as the Total Leverage Ratio of the Consolidated Group for the Computation Period most recently ended prior to such Interest Payment Date is not greater than 2.00:1.00, each Tranche C Lender shall have the right (but shall not be obligated) to elect, by written notice to the Administrative Agent and the Borrower Representative delivered not earlier than three Business Days prior to such Interest Payment Date, to require that all or any portion of the interest on Borrowers may prepay the Tranche C Loan maintained by such Tranche C Lender remain due Term Loans at 100% of the principal amount thereof and payable in cash (in which case such accrued interest (or portion thereof, as applicable) shall not be so capitalized or added to the principal date of payment plus, if such prepayment occurs on or after the first but shall instead remain payable in cash); provided, further that if a Default shall have occurred and be continuing on any date on which such interest is due, the Tranche C Lenders shall be entitled to elect, by notice prior to the Borrower Representative, either to have such interest be capitalized and added to principal as set forth herein (in which case such payment shall be so capitalized and added to principal) or to require that it remain due and payable in cash (in which case such payment shall not be so capitalized or added to principal but shall instead remain payable in cash) and, in either case, such payment shall bear interest until paid in full as provided in Section 4.1. Each such determination by the Tranche C Lenders shall be conclusive and binding on all parties hereto. If requested by the Tranche C Lenders, the Borrowers shall, within 15 days after such request, cause new Notes to be issued to the Tranche C Lenders, duly executed and delivered by the Borrowers, evidencing the obligation to pay the increased principal amount second anniversary of the Tranche C Loans as provided in this Section 4.2(e)(ii)Signing Date, a prepayment premium equal to 1.00% of the principal amount so prepaid.