Common use of Tranche C Loans Clause in Contracts

Tranche C Loans. Subject to the terms and conditions of this Agreement (including, without limitation, Section 2.13(a)), each Tranche C Lender severally agrees to make one or more loans to the Borrower from time to time from and including the Closing Date to but excluding the Tranche C Commitment Termination Date up to but not exceeding the amount of such Tranche C Lender's Tranche C Commitment as then in effect. Notwithstanding anything to the 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 Original Tranche C Loans was $______________ , which amount shall be deemed outstanding as Tranche C Loans hereunder. (Such loans referred to in this Section 2.1(c) now or hereafter made or deemed made by the Tranche C Lenders to the Borrower, including, without limitation, such loans which remain outstanding after the Tranche C Commitment Termination Date, are hereinafter collectively called the "Tranche C Loans".) The Borrower may not reborrow the Tranche C Loans which have been repaid; provided, however, that the Borrower may reborrow the Tranche C Loans which have been prepaid in accordance with Section 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 (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 terms then outstanding principal amount of the Tranche C Loans, and conditions such interest amount (together with any principal of the Tranche C Loans prior to giving effect to the provisions of this Agreement (includingSection 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, without limitation, Section 2.13(a))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 severally agrees shall have the right (but shall not be obligated) to make one or more loans elect, by written notice to the Borrower from time to time from and including the Closing Date to but excluding the Tranche C Commitment Termination Date up to but not exceeding the amount of such Tranche C Lender's Tranche C Commitment as then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower, the Administrative Agent and the Lenders agree thatBorrower 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 of applicable) shall not be so capitalized or added to the Closing Dateprincipal 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 aggregate outstanding principal amount of the Original Tranche C Loans was $______________ , which amount Lenders shall be deemed outstanding entitled to elect, by notice to the Borrower Representative, either to have such interest be capitalized and added to principal as Tranche C Loans hereunderset 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. (Such loans referred to in this Section 2.1(c) now or hereafter made or deemed made Each such determination by the Tranche C Lenders to the Borrower, including, without limitation, such loans which remain outstanding after shall be conclusive and binding on all parties hereto. If requested by the Tranche C Commitment Termination DateLenders, are hereinafter collectively called the "Borrowers shall, within 15 days after such request, cause new Notes to be issued to the Tranche C Loans".) The Borrower may not reborrow Lenders, duly executed and delivered by the Borrowers, evidencing the obligation to pay the increased principal amount of the Tranche C Loans which have been repaid; provided, however, that the Borrower may reborrow the Tranche C Loans which have been prepaid as provided in accordance with this Section 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 Loan4.2(e)(ii).

Tranche C Loans. Subject to As of the Closing Date, the outstanding principal balance of the Existing Tranche C-1 Loan is as set forth on the Closing Statement and the accrued and unpaid interest thereon is as set forth on the Closing Statement, the outstanding principal balance of the Existing Tranche C-2 Loan is as set forth on the Closing Statement, the outstanding principal balance of the Existing Tranche C-3 Loan is as set forth on the Closing Statement, and the Existing Tranche C-3 Accrued Interest is as set forth on the Closing Statement. The Existing Tranche C Loans shall be continued as a Tranche C Loan hereunder. On the terms and conditions of this Agreement (including, without limitation, Section 2.13(a)), each Tranche C Lender severally agrees to make one or more loans subject to the Borrower from time to time from and including the Closing Date to but excluding the Tranche C Commitment Termination Date up to but not exceeding the amount of such Tranche C Lender's Tranche C Commitment as then in effect. Notwithstanding anything to the contrary conditions contained in this Agreement, the Borrower, Lender agrees to make additional Tranche C Loans to the Administrative Agent and the Lenders agree that, Borrower under as set forth in clause (a)(i) of the Closing Acquisition Guidelines and in its sole and absolute discretion may make additional loans to the Borrower pursuant to clause (a)(ii) and clause (b)(ii) of the Acquisition Guidelines. Each Tranche C Loan (i) may be made from time to time on any Business Day up to thirty (30) days prior to the Maturity Date, (ii) shall be repaid pursuant to the terms hereof and (iii) once repaid may be reborrowed. The aggregate outstanding principal amount of the Original all Tranche C Loans was $______________ , which may not exceed at any time the amount shall be deemed outstanding as of the Tranche C Loan Commitment. The Tranche C Loans hereunder. (Such loans referred to in this Section 2.1(c) now or hereafter made or deemed made shall be evidenced by the Tranche C Lenders to the Borrower, including, without limitation, such loans which remain outstanding after the Tranche C Commitment Termination Date, are hereinafter collectively called the "Tranche C Loans"Note.) The Borrower may not reborrow the Tranche C Loans which have been repaid; provided, however, that the Borrower may reborrow the Tranche C Loans which have been prepaid in accordance with Section 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 (a) Each Tranche C Lender hereby agrees, on the terms and subject to the conditions of this Agreement set forth herein and in the Credit Agreement, to make a Tranche C Loan to the Borrowers on the Tranche C Funding Date (includingas 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, without limitation, Section 2.13(athe “Tranche C Commitment”)), ; provided that the amount required to be funded by each Tranche C Lender severally agrees with respect to make one or more loans to the Borrower from time to time from and including the Closing Date to but excluding the its Tranche C Commitment Termination Date up Loan shall be equal to but not exceeding 99.50% of the stated principal amount of such Tranche C Lender's ’s Tranche C Commitment Loan. (b) The Tranche C Loans shall be designated as then 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 the Tranche C Funding Date (as defined below) and (ii) 5:00 p.m. (London time) on December 12, 2012. (ii) Any ABR Loan which is a Tranche C Loan shall have 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 severally, repay to the Administrative Agent after the Tranche C Funding Date, for the benefit of the Tranche C Lenders, on each date set forth below (or, if not a Business Day, the immediately preceding Business Day) (each, a “Tranche C Loan Repayment Date”), a principal amount in effect. respect of the then-outstanding Tranche C Loans equal to (x) the outstanding principal amount of Tranche C Loans on the Tranche C Funding Date, multiplied by (y) the percentage set forth below opposite such 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 contrary contained in this Agreementherein, all outstanding principal amounts of the Tranche C Loans, including interest payable thereon, shall be due and payable on January 11, 2020 (or, if not a Business Day, the Borrower, immediately preceding Business Day) (the Administrative Agent and the Lenders agree that, as of the Closing “Tranche C Maturity Date, the aggregate outstanding principal amount of the Original ”). (v) The Tranche C Loans was $______________ , which amount shall be deemed outstanding as Tranche C Loans hereunder. have a Weighted Average Yield of 4.88%. (Such loans referred to in this Section 2.1(c) now or hereafter made or deemed made by the Tranche C Lenders to the Borrower, including, without limitation, such loans which remain outstanding after the Tranche C Commitment Termination Date, are hereinafter collectively called the "Tranche C Loans".vi) The Borrower may Borrowers shall not reborrow be permitted to voluntarily prepay the Tranche C Loans which have been repaid; provided, however, that prior to the Borrower may reborrow first anniversary of the Tranche C Loans which have been prepaid in accordance with Section 2.7(e) in Signing Date. From and after such first anniversary, the event that the Borrower elects to increase Borrowers may prepay the Tranche C Commitments in accordance with Section 2.13(c) by an Term Loans at 100% of the principal amount thereof and accrued interest to the date of payment plus, if such prepayment occurs on or after the first but prior to the second anniversary of the Tranche C Signing Date, a prepayment premium equal to or greater than 1.00% of the principal amount of such reborrowed Loanso prepaid.

Tranche C Loans. Subject to (a) Each Tranche C Lender hereby agrees, on the terms and subject to the conditions of this Agreement set forth herein and in the Credit Agreement, to make a Tranche C Loan to the Borrowers on the Tranche C Funding Date (includingas 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, without limitation, Section 2.13(athe “Tranche C Commitment”)), ; provided that the amount required to be funded by each Tranche C Lender severally agrees with respect to make one or more loans to the Borrower from time to time from and including the Closing Date to but excluding the its Tranche C Commitment Termination Date up Loan shall be equal to but not exceeding 99.50% of the stated principal amount of such Tranche C Lender's ’s Tranche C Commitment Loan. (b) The Tranche C Loans shall be designated as then 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 the Tranche C Funding Date (as defined below) and (ii) 5:00 p.m. (London time) on December 12, 2012. (ii) Any ABR Loan which is a Tranche C Loan shall have 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 severally, repay to the Administrative Agent after the Tranche C Funding Date, for the benefit of the Tranche C Lenders, on each date set forth below (or, if not a Business Day, the immediately preceding Business Day) (each, a “Tranche C Loan Repayment Date”), a principal amount in effect. respect of the then-outstanding Tranche C Loans equal to (x) the outstanding principal amount of Tranche C Loans on the Tranche C Funding Date, multiplied by (y) the percentage set forth below opposite such 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 contrary contained in this Agreementherein, all outstanding principal amounts of the Tranche C Loans, including interest payable thereon, shall be due and payable on January 11, 2020 (or, if not a Business Day, the Borrower, immediately preceding Business Day) (the Administrative Agent and the Lenders agree that, as of the Closing “Tranche C Maturity Date, the aggregate outstanding principal amount of the Original ”). (v) The Tranche C Loans was $______________ , which amount shall be deemed outstanding as Tranche C Loans hereunder. have a Weighted Average Yield of 4.88%. (Such loans referred to in this Section 2.1(c) now or hereafter made or deemed made by the Tranche C Lenders to the Borrower, including, without limitation, such loans which remain outstanding after the Tranche C Commitment Termination Date, are hereinafter collectively called the "Tranche C Loans".vi) The Borrower may Borrowers shall not reborrow be permitted to voluntarily prepay the Tranche C Loans which have been repaid; provided, however, that prior to the Borrower may reborrow first anniversary of the Tranche C Loans which have been prepaid in accordance with Section 2.7(e) in Signing Date. From and after such first anniversary, the event that the Borrower elects to increase Borrowers may prepay the Tranche C Commitments in accordance with Section 2.13(c) by an Term Loans at 100% of the principal amount thereof and accrued interest to the date of payment plus, if such prepayment occurs on or after the first but prior to the second anniversary of the Tranche C Signing Date, a prepayment premium equal to or greater than 1.00% of the principal amount of such reborrowed Loanso prepaid.

Tranche C Loans. Subject (i) Provided that each of the conditions precedent set forth in Section 3.02 have been satisfied and the aggregate amount of all Tranche A Loans and Tranche B Loans made to the terms and conditions of this Agreement Borrower hereunder (includingnotwithstanding any repayment thereof) equal $150,000,000, without limitationBorrower may irrevocably request, Section 2.13(a)), each Tranche C Lender severally agrees to make on one or more loans occasions, that the Lenders increase their respective Tranche C Commitment, up to an aggregate total amount of $50,000,000 or a lesser amount in integral multiples of $10,000,000 (the Borrower from time to time from and including “Tranche C Commitment Request”). (ii) The Tranche C Commitment Request shall set forth the Closing Date to but excluding requested amount of the Tranche C Commitment Termination Date up and the proposed effective date for the making of Tranche C Loans pursuant to but not exceeding the amount of such Tranche C Lender's Tranche C Commitment as then in effect. Notwithstanding anything to (which shall not be less than thirty (30) days from the contrary contained in this Agreement, the Borrower, the Administrative Agent and the Lenders agree that, as date of the Closing Date, the aggregate outstanding principal amount of the Original Tranche C Loans was $______________ , which amount shall be deemed outstanding as Tranche C Loans hereunder. (Such loans referred to in this Section 2.1(c) now or hereafter made or deemed made by the Tranche C Lenders to the Borrower, including, without limitation, such loans which remain outstanding after the Tranche C Commitment Termination Date, are hereinafter collectively called Request). The Administrative Agent shall notify each of the "Lenders of Borrower’s request and determine whether each such Lender agrees to provide any Tranche C Loans".Commitment (which agreement may be given or withheld at such Lender’s sole and absolute discretion) The Borrower may not reborrow the and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested Tranche C Loans which Commitment. Any Lender not responding within five (5) Business Days shall be deemed to have been repaid; provideddeclined to provide a Tranche C Commitment. The Administrative Agent shall notify Borrower of the aggregate amount of Tranche C Commitments received from the Lenders, however, and the date that the Borrower may reborrow the Tranche C Loans which have been prepaid in accordance with Section 2.7(e) in the event that the Borrower elects Lenders, or any of them, agree to increase provide and make available the Tranche C Commitments in accordance with this Section 2.13(c2.01(c), which date shall be the “Tranche C Commitment Effective Date”, and Borrower agrees to pay all facility fees due hereunder in connection with such Tranche C Commitment on the Tranche C Commitment Effective Date. (iii) by On and after the Tranche C Commitment Effective Date, Tranche C Commitments received from the Lenders (or any of them) shall be Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents. The Borrower and each Loan Party agree to execute and deliver any Incremental Amendment as long as each of their other obligations under this Agreement remain unchanged. The Lenders agree to execute and deliver any Incremental Amendment as long as the principal, interest and fees payable to such Lender remain unchanged. (iv) Subject to the foregoing, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Tranche C Loans to Borrower from time to time on any Business Day during the period from the date of this Agreement until the Commitment Termination Date in an amount equal for each Lender not to exceed at any time such Lender’s Unused Tranche C Commitment Amount. Each Borrowing shall be in an aggregate amount not less than $2,500,000 and in integral multiples of $250,000 in excess thereof, and in each case shall consist of Tranche C Loans by the Lenders ratably according to their respective Tranche C Commitments. Once borrowed, the Borrower may not reborrow any Tranche C Loans that have been repaid, whether in whole or greater than the amount of such reborrowed Loanin part.

Tranche C Loans. Subject to the terms and conditions of this Agreement (including, without limitation, Section 2.13(a)), each Tranche C Lender severally agrees to make one or more loans to the Borrower from time to time from and including the Closing Date to but excluding the Tranche C Commitment Termination Date up to but not exceeding the amount of such Tranche C Lender's Tranche C Commitment as then in effect. Notwithstanding anything to the 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 Original Tranche C Loans was is $______________ 368,519.86, which amount shall be deemed outstanding as Tranche C Loans hereunder. (Such loans referred to in this Section 2.1(c) now or hereafter made or deemed made by the Tranche C Lenders to the Borrower, including, without limitation, such loans which remain outstanding after the Tranche C Commitment Termination Date, are hereinafter collectively called the "Tranche C Loans".) The Borrower may not reborrow the Tranche C Loans which have been repaid; provided, however, that the Borrower may reborrow the Tranche C Loans which have been prepaid in accordance with Section 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.