Common use of Incremental Term Loans Clause in Contracts

Incremental Term Loans. (a) At any time, the Borrowers may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term Loan”); provided that the total aggregate amount for all such Incremental Term Loan Commitments shall not exceed $350,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrowers may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Term Loan Lender”). Any Lender or any Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Term Loans. (a) At any timetime after the Restatement Effective Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an “Incremental Term Loan Commitment”) to make an one or more incremental term loan loans under (any i) the Term Loan Facility (each such incremental term loan, an “Incremental Term LoanIncrease”) or (ii) a newly established tranche of term loans (each newly established tranche, an “Incremental Term Facility”, and, together with each Incremental Term Increase, the “Incremental Term Loans”); provided that (1) the total aggregate principal amount for all such Incremental Term Loan Commitments (and any Incremental Equivalent Debt issued concurrently therewith) shall not (as of any date of incurrence thereof (or, in the case of an LCA Election, as of the LCA Test Time)) exceed the Maximum Incremental Amount at such time and (2) the total aggregate amount for each Incremental Term Loan Commitment (and the Incremental Term Loans made thereunder) shall not be less than a minimum principal amount of $350,000,00050,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose Borrower proposes that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent (or such earlier date after such notice is delivered as is acceptable to the Administrative Agent). The Borrowers Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Term Loan Lender”). Any Lender or any proposed Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Term Loans. (a) At any time, the Borrowers Rayonier or ROC may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such to make incremental term loan commitmentadvances (each such advance, which may an “Incremental Term Loan Advance”) under one or more additional incremental term loan facilities to be part of included in this Agreement (each such facility, an “Incremental Term Loan Facility”), or commitments for additional Incremental Term Loan Advances under any existing trancheIncremental Term Loan Facility (such commitments with respect to a new or existing Incremental Term Loan Facility, each individually, an “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan” and collectively, an the “Incremental Term LoanLoan Commitments”); provided that the total . The aggregate amount for all such of the Incremental Term Loan Commitments made with respect to each new Incremental Term Loan Facility or for any additional Incremental Term Loan Advances under any existing Incremental Term Loan Facility shall not exceed be, in each case, at least $350,000,00050,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose Rayonier or ROC proposes that any Incremental Term Loan Commitment Commitment(s) shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrowers Rayonier or ROC may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, one or more Lenders or new lenders that are Eligible Assignees to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Term Loan Lender”)) for such Incremental Term Loan Facility. Any Lender or any Incremental Term Loan Lender offered or approached to provide an Incremental Term Loan Commitment for all or a portion of any Incremental Term Loan Commitment Facility may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Term Loans. (a) At any time, the Borrowers Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term Loan”); provided that the total aggregate amount for all such Incremental Term Loan Commitments shall not exceed $350,000,000400,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose Borrower proposes that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrowers Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Term Loan Lender”). Any Lender or any Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Term Loans. (ai) At any timeThe Borrower may, the Borrowers may by written notice to the Administrative Agent Agent, elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an the “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term LoanCommitments”); provided that that, on a pro forma basis, upon giving effect to such establishment and the total aggregate amount for all use of proceeds therefrom, the Consolidated Net Leverage Ratio (determined without including any such proceeds in Cash Netting) does not exceed 2.75:1.00. The Borrower shall request Incremental Term Loan Commitments shall not exceed in a minimum amount of $350,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof. Each such notice shall specify (A) the date (each, an “Increased Incremental Amount Date”) on which the Borrowers propose Borrower proposes that any the Incremental Term Loan Commitment Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrowers Agent and (B) the identity of each Person providing an Incremental Term Loan Commitment, which may invite any Lender, any Affiliate of any be a Term Loan Lender and/or any Approved Fund, and/or any other or a Person reasonably satisfactory to the Administrative Agent, to provide that is not then a Term Loan Lender and meeting such requirements set forth in Section 11.2(b) and becoming a party hereto as a Term Loan Lender with an Incremental Term Loan Commitment (any such Personeach, an “Incremental Term Loan Lender”). Any Lender or , to whom the Borrower proposes any Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan CommitmentCommitments be allocated and the amounts of such allocations. Any The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Incremental Amount Date and in the Incremental Term Loan Commitment Commitments respect thereof. Such Incremental Term Loan Commitments shall become effective as of such Increased Incremental Amount Date; provided that:Date upon the satisfaction in form and substance reasonably satisfactory to the Administrative Agent of the conditions set forth in Section 2.19(c).

Incremental Term Loans. (a) At any time, the Borrowers Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term Loan”); provided that the total aggregate amount for all such Incremental Term Loan Commitments shall not exceed $350,000,000300,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose Borrower proposes that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrowers Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Term Loan Lender”). Any Lender or any Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Term Loans. (a) At any timetime after the Closing Date and on or before March 14, 2018, the Borrowers may may, by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an “"Incremental Term Loan Commitment”") to make an incremental term loan (any such incremental term loan, an “"Incremental Term Loan”"); provided that (i) the total aggregate amount for of all such Incremental Term Loan Commitments shall not exceed $350,000,00030,000,000, and (ii) the total aggregate amount of all Incremental Term Loan Commitments made effective at any one time shall not be less than the minimum principal amount of $5,000,000. Each such notice shall specify the date (each, an “Increased Amount "Incremental Term Loan Effective Date”") on which the Borrowers propose that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrowers may invite any Lender, any Affiliate of any Lender and/or Lender, any Approved Fund, Fund and/or any other Person reasonably satisfactory to the Administrative Agent, Agent to provide an Incremental Term Loan Commitment (any such Person, an “"Incremental Term Loan Lender”"). Any Lender or any Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretionSole Discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Datethe Incremental Term Loan Effective Date applicable thereto; provided that:

Incremental Term Loans. (a) At The Borrower may, at any time, time and from time to time after the Borrowers may Closing Date by written notice to the Administrative Agent elect to Agent, request the establishment of one or more incremental tranches of additional term loans denominated in Dollars hereunder by having an existing Lender or any other Person provide such additional term loan commitments (any each such incremental Lender or Person, an “Incremental Term Lender”; each such new tranche, an “Incremental Term Facility”; each such additional term loan commitmentby an Incremental Term Lender, which may be part an “Incremental Term Loan” and the commitment of an existing trancheIncremental Term Lender to provide an Incremental Term Loan, an “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan), an “Incremental Term Loan”); provided that the total aggregate amount for all such Incremental Term Loan Commitments shall not exceed $350,000,000. Each such which notice shall specify the date (eachname of each proposed Incremental Term Lender, an “Increased Amount Date”) on which the Borrowers propose that any amount of such Incremental Term Lender’s Incremental Term Loan Commitment shall be effectiveCommitment, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrowers may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to Incremental Term Facility shall be effective (the “Incremental Loan Effective Date”) (which shall be a Business Day at least three Business Days (or such shorter period as agreed by the Administrative Agent, ) after delivery of such notice and 30 days prior to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Term Loan Lender”the Maturity Date). Any Lender or any Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide ; provided that each such Incremental Term Loan Commitment. Any Lender shall be subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld) if such consent would be required under Section 11.6(b) for an assignment of Loans to such Incremental Term Loan Commitment shall become effective as of such Increased Amount DateLender or Person; provided provided, further, that:

Incremental Term Loans. (a) At any timetime after the Effective Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an “Incremental Term Loan Commitment”) to make an incremental one or more additional term loan loans (any such incremental additional term loan, an “Incremental Term Loan”); provided that (1) the total aggregate principal amount for all such Incremental Term Loan Commitments shall not (as of any date of incurrence thereof) exceed the Maximum Incremental Facilities Amount at such time and (2) the total aggregate principal amount for each Incremental Commitment (and the Incremental Term Loans made thereunder) shall not be less than $350,000,00025,000,000 (or such lesser amount as may be (x) approved by the Administrative Agent or (y) remaining pursuant to foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose Borrower proposes that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than ten five (105) Business Days (or such shorter period as the Administrative Agent may agree to) after the date on which such notice is delivered to the Administrative Agent. The Borrowers Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Term Loan Lender”). Any Lender or any proposed Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Term Loans. (a) At any timetime following the Closing Date, the Borrowers Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an “Incremental Term Loan Commitment”) to make an incremental one or more additional term loan loans under this Agreement (any such incremental additional term loan, an “Incremental Term Loan”); provided that (1) the total aggregate principal amount for all such Incremental Term Loan Commitments shall not (as of any date of incurrence thereof) exceed the sum of (i) $350,000,000300,000,000 and (ii) an unlimited amount so long as after giving pro forma effect thereto (assuming that any such Incremental Term Loan Commitment is fully drawn) the Senior Secured Net Leverage Ratio would not exceed 4.00 to 1.00 and (2) the total aggregate amount for each Incremental Term Loan Commitment (and the Incremental Term Loans made thereunder) shall not be less than a minimum principal amount of $50,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose Borrower proposes that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than ten five (105) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrowers Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Term Loan Lender”). Any Lender or any proposed Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Term Loans. (a) At any time, time the Borrowers Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an “Incremental Term Loan Commitment”) to make an incremental additional term loan (any such incremental additional term loan, an “Incremental Term Loan”); provided that (1) the total aggregate principal amount for all such Incremental Term Loan Commitments shall not (as of any date of incurrence thereof) exceed $350,000,00050,000,000, (2) the total aggregate amount for each Incremental Term Loan Commitment (and the Incremental Term Loan made thereunder) shall not be less than a minimum principal amount of $5,000,000 (or, if less, the remaining amount permitted pursuant to the foregoing clause (1)) and (iii) there shall not be more than six Incremental Term Loans during the term of this Agreement. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose Borrower proposes that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrowers Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Term Loan Lender”). Any Lender or any proposed Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Term Loans. (a) At any time, the Borrowers Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term Loan”); provided that the total aggregate amount for all such Incremental Term Loan Commitments shall not (as of any date of incurrence thereof) exceed (x) an amount equal to $350,000,000100.0 million plus (y) up to an unlimited amount of Incremental Term Loans so long as, in the case of this clause (y), after giving effect to such Incremental Term Loan, the Consolidated Senior Secured Leverage Ratio (calculated for such purposes assuming that any Credit Agreement Refinancing Indebtedness in respect of any Incremental Term Loans is at all times secured whether or not secured) does not exceed 2.50 to 1.00. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose Borrower proposes that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrowers Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Term Loan Lender”). Any Lender or any Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date; provided that:

Incremental Term Loans. (ai) At any timeThe Borrower may, the Borrowers may by written notice to the Administrative Agent Agent, elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, which may be part of an existing tranche, an the “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term LoanCommitments”); provided that upon giving effect to such establishment, the total aggregate principal amount for all such of the Incremental Term Loan Commitments shall not exceed $350,000,00030,000,000. The Borrower shall request Incremental Term Loan Commitments in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. Each such notice shall specify (A) the date (each, an “Increased Incremental Amount Date”) on which the Borrowers propose Borrower proposes that any the Incremental Term Loan Commitment Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrowers may invite any Agent and (B) the identity of each Lender, any Affiliate of any which may be a Term Loan Lender and/or any Approved Fund, and/or any other or a Person reasonably satisfactory to the Administrative Agent, to provide that is not then a Term Loan Lender and meeting such requirements set forth in Section 11.2(b) and becoming a party hereto as a Term Loan Lender with an Incremental Term Loan Commitment (any such Personeach, an “Incremental Term Loan Lender”). Any Lender or , to whom the Borrower proposes any Incremental Term Loan Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan CommitmentCommitments be allocated and the amounts of such allocations. Any The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Incremental Amount Date and in the Incremental Term Loan Commitment Commitments respect thereof. Such Incremental Term Loan Commitments shall become effective as of such Increased Incremental Amount Date; provided that:Date upon the satisfaction in form and substance reasonably satisfactory to the Administrative Agent of the conditions set forth in Section 2.19(c).