Common use of Term A Loan Clause in Contracts

Term A Loan. The Term A Loan shall bear interest and be payable to the Banks upon the terms and conditions contained therein, which include the following provisions: (a) Interest shall accrue: (i) Except to the extent that a portion of the Term A Loan bears interest at the LIBOR Based Rate, on the unpaid principal of the Term A Loan at the Variable Rate. (ii) To the extent Borrower shall elect and to the extent not otherwise provided herein, on the unpaid principal of the Term A Loan at the LIBOR Based Rate. (b) Principal shall be due and payable on the Payment Date in consecutive monthly installments equal to the Principal Payment, together with interest until the Term A Maturity Date. (c) All interest shall be computed on the basis of a 360-day year and accrue on a daily basis for the actual number of days elapsed. No Interest Period shall begin on any day other than a Payment Date. (d) The entire unpaid principal balance, all accrued and unpaid interest, and all other amounts payable under the Term A Note shall be due and payable in full on the Term A Maturity Date. (e) The proceeds of the Term A Loan shall be disbursed in a single Term A Loan Advance. (f) Borrower may, upon written notice to and received by the Administrative Agent not later than 9:00 a.m. (Phoenix, Arizona local time) (i) on the second Business Day, in the case of any conversion of a Variable Rate Term Portion into a LIBOR Based Rate Term Portion and (ii) on the first Business Day in the case of any conversion of a LIBOR Based Rate Term Portion into a Variable Rate Term Portion, prior to the date of the proposed conversion, convert any Term Portion of one type into a Term Portion of the other type, provided, however, that any conversion of a LIBOR Based Rate Term Portion (A) shall only be made on the last day of the applicable Interest Period except as otherwise provided herein, and (B) shall be made only as to a Term Portion in a minimum amount of $1,000,000.00 with integral multiples of $500,000.00 in excess thereof. Each such notice of a conversion shall specify the date of such conversion and the Term Portion(s) to be converted. After receiving any such notice, the Administrative Agent shall promptly notify each Bank by telephone, telefacsimile or cable and deliver a copy thereof to each Bank. (g) Each request for a Term A Loan Advance as well as each election by the Borrower that a Term A Loan Advance continue to bear interest at the LIBOR Based Rate after the end of an existing Interest Period and each conversion request shall be irrevocable and binding on Borrower once the request is received by the Agent and the Agent notifies the Banks of the request. Prior to the Agent's notice of the request to the Banks, Borrower may revoke the request. Borrower shall indemnify each Bank against any cost, loss or expense incurred by any Bank as a result of Borrower's failure to fulfill, on or before the date specified for a Term A Loan Advance in any request for a Term A Loan Advance, the conditions to such Term A Loan Advance set forth herein, including any cost, loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by a Bank to fund such Term A Loan Advance when such Term A Loan Advance, as a result of such failure, is not made on the date so specified.

Term A Loan. Each Term A Lender, severally and for itself alone, hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a term loan (each such loan, a "Term A Loan" and collectively, the "Term A Loans") to Company on the Initial Borrowing Date in an aggregate principal amount equal to the Term A Commitment of such Term A Lender. The Term A Loan shall bear interest and be payable to the Banks upon the terms and conditions contained therein, which include the following provisions: (a) Interest shall accrue: Loans (i) Except shall be incurred by Company pursuant to the extent that a portion of the Term A Loan bears interest at the LIBOR Based Ratesingle drawing, which shall be on the unpaid principal of the Term A Loan at the Variable Rate. Initial Borrowing Date, (ii) To the extent Borrower shall elect and to the extent not otherwise provided herein, on the unpaid principal of the Term A Loan at the LIBOR Based Rate. (b) Principal shall be due and payable on the Payment Date denominated in consecutive monthly installments equal to the Principal PaymentDollars, together with interest until the Term A Maturity Date. (c) All interest shall be computed on the basis of a 360-day year and accrue on a daily basis for the actual number of days elapsed. No Interest Period shall begin on any day other than a Payment Date. (d) The entire unpaid principal balance, all accrued and unpaid interest, and all other amounts payable under the Term A Note shall be due and payable in full on the Term A Maturity Date. (e) The proceeds of the Term A Loan shall be disbursed in a single Term A Loan Advance. (f) Borrower may, upon written notice to and received by the Administrative Agent not later than 9:00 a.m. (Phoenix, Arizona local time) (i) on the second Business Day, in the case of any conversion of a Variable Rate Term Portion into a LIBOR Based Rate Term Portion and (ii) on the first Business Day in the case of any conversion of a LIBOR Based Rate Term Portion into a Variable Rate Term Portion, prior to the date of the proposed conversion, convert any Term Portion of one type into a Term Portion of the other type, provided, however, that any conversion of a LIBOR Based Rate Term Portion (A) shall only be made on the last day of the applicable Interest Period except as otherwise provided herein, and (Biii) shall be made only as Base Rate Loans and, except as hereinafter provided, may, at the option of Company, be maintained as and/or combined into Base Rate Loans or Eurocurrency Loans, provided that except as permitted by Administrative Agent in its sole discretion, no incurrences of, or conversions into, Term A Loans maintained as Eurocurrency Loans with an Interest Period in excess of thirty days (with all such Interest Periods ending on the same day during such period) may be effected prior to a the earlier of (1) the 90th day after the Initial Borrowing Date and (2) that date (the "Syndication Date") upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication (and resultant additions of institutions as Lenders pursuant to Section 12.8(c)) has been completed, and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Initial Borrowing Date that aggregate principal amount which equals the Term Portion in a minimum A Commitment, if any, of such Lender at such time. Each Term A Lender's Term A Commitment shall expire immediately and without further action on the Initial Borrowing Date if the Term A Loans are not made on the Initial Borrowing Date. No amount of $1,000,000.00 with integral multiples of $500,000.00 in excess thereof. Each such notice of a conversion shall specify the date of such conversion and the Term Portion(s) to be converted. After receiving any such notice, the Administrative Agent shall promptly notify each Bank by telephone, telefacsimile or cable and deliver a copy thereof to each Bank. (g) Each request for a Term A Loan Advance as well as each election which is repaid or prepaid by the Borrower that a Term A Loan Advance continue to bear interest at the LIBOR Based Rate after the end of an existing Interest Period and each conversion request shall Company may be irrevocable and binding on Borrower once the request is received by the Agent and the Agent notifies the Banks of the request. Prior to the Agent's notice of the request to the Banks, Borrower may revoke the request. Borrower shall indemnify each Bank against any cost, loss or expense incurred by any Bank as a result of Borrower's failure to fulfill, on or before the date specified for a Term A Loan Advance in any request for a Term A Loan Advance, the conditions to such Term A Loan Advance set forth herein, including any cost, loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by a Bank to fund such Term A Loan Advance when such Term A Loan Advance, as a result of such failure, is not made on the date so specifiedreborrowed hereunder.

Term A Loan. The Term A Loan shall bear interest and be payable to the Banks upon the terms and conditions contained therein, which include the following provisions: (a) Interest shall accrue: (i) Except to the extent that a portion of the Term A Loan bears interest at the LIBOR Based Rate, on the unpaid principal of the Term A Loan at the Variable Rate. (ii) To the extent Borrower shall elect and to the extent not otherwise provided herein, accrue on the unpaid principal of the Term A Loan at the LIBOR Based Rate. (b) Principal shall be due and payable on the Payment Date in consecutive monthly installments equal to the Principal Payment, together with interest until the Term A Maturity Date. (c) All interest shall be computed on the basis of a 360-day year and accrue on a daily basis for the actual number of days elapsed. No Interest Period shall begin on any day other than a Payment Date. (d) The entire unpaid principal balance, all accrued and unpaid interest, and all other amounts payable under the Term A Note shall be due and payable in full on the Term A Maturity Date. (e) The proceeds of the Term A Loan shall be disbursed in a single Term A Loan Advance. (f) Borrower may, upon written notice to and received by the Administrative Agent not later than 9:00 a.m. (Phoenix, Arizona local time) (i) on the second Business Day, in the case of any conversion of a Variable Rate Term Portion into a LIBOR Based Rate Term Portion and (ii) on the first Business Day in the case of any conversion of a LIBOR Based Rate Term Portion into a Variable Rate Term Portion, prior to the date of the proposed conversion, convert any Term Portion of one type into a Term Portion of the other type, provided, however, that any conversion of a LIBOR Based Rate Term Portion (A) shall only be made on the last day of the applicable Interest Period except as otherwise provided herein, and (B) shall be made only as to a Term Portion in a minimum amount of $1,000,000.00 with integral multiples of $500,000.00 in excess thereof. Each such notice of a conversion shall specify the date of such conversion and the Term Portion(s) to be converted. After receiving any such notice, the Administrative Agent shall promptly notify each Bank by telephone, telefacsimile or cable and deliver a copy thereof to each Bank[Intentionally left blank.] (g) Each request for a Term A Loan Advance as well as each election by the Borrower that a Term A Loan Advance continue to bear interest at the LIBOR Based Rate after the end of an existing Interest Period and each conversion request shall be irrevocable and binding on Borrower once the request is received by the Agent and the Agent notifies the Banks of the request. Prior to the Agent's notice of the request to the Banks, Borrower may revoke the request. Borrower shall indemnify each Bank against any cost, loss or expense incurred by any Bank as a result of Borrower's failure to fulfill, on or before the date specified for a Term A Loan Advance in any request for a Term A Loan Advance, the conditions to such Term A Loan Advance set forth herein, including any cost, loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by a Bank to fund such Term A Loan Advance when such Term A Loan Advance, as a result of such failure, is not made on the date so specified. (h) [Intentionally left blank.] (i) Nothing herein shall be deemed to relieve any Bank from its obligations to fulfill its Pro Rata Share of the Term A Loan Commitment hereunder or to prejudice any right which the Agent or the Borrower may have against any Bank as a result of any default by such Bank hereunder. (j) Upon default, including failure to pay upon final maturity, the Banks, at their option, may also, if permitted under applicable law, do one or both of the following: (a) increase the applicable interest rate to the Default Rate, and/or (b) add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided herein (including any increased rate). The interest rate will not exceed the maximum rate permitted by applicable law.

Term A Loan. The On the Closing Date, each Term A Loan shall bear interest and be payable to the Banks upon Lender severally agrees, on the terms and conditions contained thereinset forth in this Agreement, to make a Term A Loan to the Borrower pursuant to such Term A Lender’s Term A Commitment, which include the following provisions: (a) Interest shall accrue: Term A Loans: (i) Except to can only be incurred on the extent that a portion Closing Date in the entire amount of the each Term A Loan bears interest at the LIBOR Based Rate, on the unpaid principal of the Lender’s Term A Loan at the Variable Rate. Commitment; (ii) To the extent Borrower shall elect and to the extent once prepaid or repaid, may not otherwise provided be reborrowed, (iii) may, except as set forth herein, on at the unpaid principal option of the Borrower, be incurred and maintained as, or Converted into, Term A Loan at Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term A Loans made as part of the LIBOR Based Rate. same Term A Borrowing shall consist of Term A Loans of the same Type; (biv) Principal shall be due and payable on the Payment Date repaid in consecutive monthly installments equal to the Principal Payment, together accordance with interest until the Term A Maturity Date. (c) All interest shall be computed on the basis of a 360-day year and accrue on a daily basis for the actual number of days elapsed. No Interest Period shall begin on any day other than a Payment Date. (d) The entire unpaid principal balance, all accrued and unpaid interest, and all other amounts payable under the Term A Note shall be due and payable in full on the Term A Maturity Date. (e) The proceeds of the Term A Loan shall be disbursed in a single Term A Loan Advance. (f) Borrower may, upon written notice to and received by the Administrative Agent not later than 9:00 a.m. (Phoenix, Arizona local timeSection 2.13(b) (i) on the second Business Day, in the case of any conversion of a Variable Rate Term Portion into a LIBOR Based Rate Term Portion ; and (iiv) on the first Business Day in the case of any conversion of a LIBOR Based Rate Term Portion into a Variable Rate Term Portion, prior to the date of the proposed conversion, convert any Term Portion of one type into a Term Portion of the other type, provided, however, that any conversion of a LIBOR Based Rate Term Portion shall not exceed (A) shall only be made on for any Term A Lender at the last day time of incurrence thereof the applicable Interest Period except as otherwise provided hereinaggregate principal amount of such Term A Lender’s Term A Commitment, and (B) shall be made only as to a Term Portion in a minimum amount of $1,000,000.00 with integral multiples of $500,000.00 in excess thereof. Each such notice of a conversion shall specify the date of such conversion and for all the Term Portion(s) to be converted. After receiving any such notice, A Lenders at the Administrative Agent shall promptly notify each Bank by telephone, telefacsimile or cable and deliver a copy time of incurrence thereof to each Bank. (g) Each request for a the Total Term A Loan Advance as well as each election by the Borrower that a Commitment. The Term A Loan Advance continue Loans to bear interest at the LIBOR Based Rate after the end of an existing Interest Period and be made by each conversion request shall be irrevocable and binding on Borrower once the request is received by the Agent and the Agent notifies the Banks of the request. Prior to the Agent's notice of the request to the Banks, Borrower may revoke the request. Borrower shall indemnify each Bank against any cost, loss or expense incurred by any Bank as a result of Borrower's failure to fulfill, on or before the date specified for a Term A Loan Advance in any request for a Term A Loan Advance, the conditions to Lender will be made by such Term A Loan Advance set forth herein, including any cost, loss or expense incurred by reason Lender in the aggregate amount of its Term A Commitment in accordance with Section 2.07 hereof. The Term A Commitments shall automatically and permanently terminate immediately after the making of the liquidation or reemployment of deposits or other funds acquired by a Bank to fund such Term A Loan Advance when such Term A Loan Advance, as a result of such failure, is not made on the date so specifiedLoans.