Common use of The Commitments Clause in Contracts

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted on the Second Restatement Effective Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans borrowed hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) agrees to make, on the Second Third Restatement Effective Date Date, a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, and collectively the "Term Loans") to the Borrower, which Term Loans (i) made or converted on the Second Restatement Effective Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the BorrowerBorrowers, be Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no more than one Borrowing of Term Loans to be maintained as Eurodollar Loans may be incurred or maintained prior to the 30th day after the Third Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Third Restatement Effective Date), (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Term Loan Commitment of such Bank on the Third Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)) and (iii) shall be joint and several obligations of each of the Borrowers. Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "“Term Loan" ” and, collectively, the "“Term Loans"”) to the Borrower, which Term Loans (i) made or converted shall be incurred pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar LIBOR Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) prior to the third Business Day after the Initial Borrowing Date, Term Loans may only be incurred and maintained as Base Rate Loans and (y) thereafter and prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, LIBOR Loans so long as all such outstanding LIBOR Loans, together with all other outstanding Term Loans that are maintained as LIBOR Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees, agrees (A) in the case of each Continuing Bank, to convert into Term Loans (eachas hereinafter defined), a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Original Tranche A Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Original Credit Agreement and outstanding on the Second Restatement 9 Effective Date in an aggregate principal amount equal to the 9 lesser of (x) the aggregate principal amount of such Existing Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Second Restatement Effective Date Date, a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted on the Second Restatement Effective Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (ii) shall be made by each Bank in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank Lender with a an Initial Multiple Draw A Term Loan Commitment severally agrees, (A) in the case of agrees to make on each Continuing Bank, to convert into Term Loans (each, a "Initial Multiple Draw A Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Borrowing Date a term loan or term loans (together with each Term Loan Conversion each, a an "Initial Multiple Draw A Term Loan" and, collectively, the "Initial Multiple Draw A Term Loans") to the Borrower, which Initial Multiple Draw A Term Loans (i) made or converted only may be incurred on and after the Second Restatement Effective Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Initial Borrowing Date and prior to the Term Loan Commitment and Termination Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), -------- all Initial Multiple Draw A Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no Initial Multiple Draw A Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day following the Initial Borrowing Date and (2) the Syndication Date, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Multiple Draw A Term Loan Commitment of such Lender on any such Initial Multiple Draw A Term Loan Borrowing Date. Once repaid, Initial Multiple Draw A Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted shall be incurred pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided PROVIDED that, (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a an Initial Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "an “Initial Term Loan" and, collectively, ” and collectively the "“Initial Term Loans"”) to the BorrowerBorrower in an amount not more than such Lender’s Initial Term Loan Commitment, which Initial Term Loans (i) made or converted shall be incurred pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Initial Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month which begins on the same day, with the first such Interest Period to begin no sooner than three Business Days (nor later than five Business Days) after the Initial Borrowing Date, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Initial Term Loans borrowed hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted only may be incurred by the Borrower on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided provived that, (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) unless the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 14th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one week which begins and ends on the same day, and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a B Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "“B Term Loan" ” and, collectively, the "“B Term Loans"”) to the U.S. Borrower, which B Term Loans (i) made or converted shall be incurred by the U.S. Borrower pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar LIBO Rate Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b2.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding C Term Loans and Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the B Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 4.03(b)). Once repaid, B Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a B Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "“B Term Loan" ” and, collectively, the "“B Term Loans"”) to the Borrower, which B Term Loans (i) made or converted shall be incurred pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or has reasonably determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may be incurred and maintained as, and/or converted into, Eurodollar Loans only so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the B Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 3.03(b)). Once repaid, B Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank Lender with a an A Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a an "A Term Loan" and, collectively, the "A Term Loans") to the Borrower, which A Term Loans (i) made or converted shall be incurred pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as -------- otherwise specifically provided in Section 1.10(b), all A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent has otherwise determined in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, A Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding B Term Loans that are maintained as Eurodollar Loans and all outstanding Revolving Loans that are maintained as Euro Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the A Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, A Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinherein (including Section 1.14), each Bank Lender with a B Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees that it shall be deemed to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to makehave made, on the Second Restatement Effective Escrow Release Date (if same occurs before the Deadline as set forth in the Escrow Agreement), a term loan or term loans (together with each Term Loan Conversion each, a "B Term Loan" and, collectively, the "B Term Loans") to the BorrowerBorrower in an amount equal to such B Term Loan Lender's B Term Loan Percentage of the aggregate amount of funds deposited in the Escrow Account on the Escrow Deposit Date as contemplated by Section 1.14, which B Term Loans (i) made or converted shall be incurred by the Borrower pursuant to a single incurrence on the Second Restatement Effective DateEscrow Release Date for the purposes described in Section 7.08(a), shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in U.S. Dollars, (iii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) unless the Agents otherwise agree in their respective sole discretion or the Agents have determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) prior to the third Business Day after the Escrow Deposit Date, B Term Loans may only be incurred and maintained as Base Rate Loans and (y) thereafter, and until the 90th day after the Escrow Deposit Date, B Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans, so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day and (iv) shall not exceed for any Lender, that amount which equals the B Term Loan Commitment of such Lender as in effect on the Escrow Release Date. Notwithstanding anything to the contrary contained above, if the Borrower has selected a one month Interest Period for the determination of interest pursuant to Section 7 of the Escrow Agreement which Interest Period, in accordance with its terms, will expire after the Initial Borrowing Date, then all B Term Loans incurred on the Initial Borrowing Date shall be Eurodollar Loans with an Interest Period which terminates on the last day of the Interest Period so selected, and then in existence, pursuant to the Escrow Agreement until the termination thereof (with the applicable Eurodollar Rate as determined for such Interest Period for purposes of the Escrow Agreement to continue to be applicable until the end of such Interest Period, while the pricing shall otherwise be determined in accordance with the relevant requirements of this Agreement). Once repaid, B Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted shall be incurred pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Agents otherwise agree in their sole discretion or have determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, with the first such Interest Period to begin no sooner than three Business Days after the Initial Borrowing Date, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, to convert into Term Loans (eachRevolving Loans, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Revolving Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding set forth on Schedule I and/or (B) at any time and from time to make, time on and after the Second Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a term revolving loan or term revolving loans (together with each Term Loan Conversion each, a "Term Revolving Loan" ", and, collectively, the "Term Revolving Loans") to the Borrower, which Term Revolving Loans (i) made or converted on the Second Restatement Effective Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, (x) except as otherwise specifically provided in Section 1.10(b), all Term Revolving Loans comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term and (y) at any given time, no more than one Borrowing of Eurodollar Loans borrowed hereunder may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, provided however, in the event the Borrower has elected to convert any Borrowing of Base Rate Loans into Eurodollar Loans, then no additional Borrowings of Eurodollar Loans under this Section 1.01 shall be permitted), (ii) may be repaid and reborrowed in accordance with the provisions hereof and (iii) shall not be reborrowedexceed for any Bank at any time outstanding (which, in the case of each Continuing Bank, shall include the principal amount of Existing Revolving Loans converted pursuant to clause (A) above) that aggregate principal amount which equals the Revolving Loan Commitment of such Bank at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with Lender severally agrees to make a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, to convert into Term Loans term loan (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date a term loan or term loans (together with each Term Loan Conversion each, a "“Term Loan" ” and, collectively, the "“Term Loans"”) to the Borrower, which Term Loans (i) made or converted shall be incurred pursuant to a single drawing on the Second Restatement Effective Date, shall not exceed for any Bank, Borrowing Date in an initial aggregate principal amountamount of not less than $100,000,000, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b)2.10(b) and subject to Section 2.06, all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than two Borrowings of Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 60th day after the Borrowing Date (or, if later, the last day of the Interest Period applicable to the second Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the seventh Business Day, after the Borrowing Date and the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Commitment of such Lender on the Borrowing Date. Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) made or converted only may be incurred by the Borrower (x) on the Initial Borrowing Date and (y) on the Second Restatement Effective Term Loan Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type. Once repaid, Type and (B) no more than three Borrowings of Tranche A Term Loans borrowed hereunder maintained as Eurodollar Loans may not be reborrowed.incurred prior to the earlier of (1) the 90th day after the Initial Borrowing Date or, if an Interest Period relating to any then outstanding Tranche A Term Loans beginning before such 90th day extends thereafter, the last day of such Interest Period, and (2) that date (the "Syndication Date") upon which the Agents shall have determined in their sole discretion (and shall have notified the Borrower) that the primary syndication (and resultant addition of institutions as Banks pursuant to Section 13.04(b)) has been completed (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on a single date on or after the Initial Borrowing Date and on or prior to the sixth Business Day following the Initial Borrowing Date, and the second and third of which Borrowings may only be made on the last day of

The Commitments. (aa)(A) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions"I) on the Second Restatement Effective Date, the Existing US Term Loans made by such Continuing Bank each Existing Lender to the US Borrower pursuant to the Existing Credit Agreement shall be continued, and shall remain outstanding on the Second Restatement Effective Date as Borrowings of term loans hereunder in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing 7,176,979.63 Dollars and (II) each Bank with an A-1 Term Loans made by such Continuing Bank and so outstanding and/or (B) Loan Commitment severally agrees to make, make on the Second Restatement Effective Date a term loan or term loans (together with each of the Existing US Term Loan Conversion eachLoans continued pursuant to clause (I) above, a each an "A-1 Term Loan" and, and collectively, the "A-1 Term Loans") to the US Borrower, which A-1 Term Loans shall (i) be made and maintained in Dollars, (ii) at the option of the US Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Eurodollar Loans having such Interest Periods as are selected by the US Borrower pursuant to Section 1.09, provided that prior to the Syndication Date, A-1 Term Loans may only be incurred and maintained as or converted on into Eurodollar Loans if the Second Restatement Effective DateInterest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, shall and (iii) in the case of those incurred pursuant to clause (II) above, not exceed for any Bank, in an initial aggregate principal amount, that amount which equals such Bank's the A-1 Term Loan Commitment and (ii) shall, of such Bank at the option time of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 1.10(b3.03(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type). Once repaid, A-1 Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a B Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "“B Term Loan" ” and, collectively, the "“B Term Loans"”) to the U.S. Borrower, which B Term Loans (i) made or converted shall be incurred by the U.S. Borrower pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or has reasonably determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may be incurred and maintained as, and/or converted into, Eurodollar Loans only so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the B Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 3.03(b)). Once repaid, B Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a A-1 Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a an "A-1 Term Loan" and, collectively, the "A-1 Term Loans") to the Borrower, which A-1 Term Loans (i) made or converted shall be incurred pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all A-1 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Lead Arranger otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (1) no A-1 Term Loans may be incurred or maintained as Eurodollar Loans prior to the fifth day following the Initial Borrowing Date and (2) thereafter and prior to the 90th day following the Initial Borrowing Date, A-1 Term Loans may only be incurred as and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding A-2 Term Loans, A-3 Term Loans, B Term Loans and Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the A-1 Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, A-1 Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted only may be incurred by the Borrower on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) unless the Agent has determined (and has notified the Borrower) that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Effective Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the Initial Borrowing Date or on or prior to the sixth Business Day after the Initial Borrowing Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing) and (iii) shall be made by each such Bank in that aggregate principal amount which does not exceed the Term Loan Commitment of such Bank on the Initial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Tranche A Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) made or converted only may be incurred by the Borrower on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) on or prior to July 30, 1999, all Tranche A Term Loans shall be incurred and maintained as Base Rate Loans and (y) thereafter, no more than three Borrowings of Tranche A Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 28th day after the Initial Borrowing Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of seven days, and the first of which Borrowings may only be made on or before August 6, 1999, and with each such Borrowing made thereafter to be made only on the last day of the Interest Period of the immediately preceding Borrowing), and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Tranche A Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Tranche A Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a an A–1 Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "an “A-1 Term Loan" ” and, collectively, the "“A-1 Term Loans"”) to the Borrower, which A-1 Term Loans (i) made or converted shall be incurred pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all A-1 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Agents otherwise agree in their sole discretion or have determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, A-1 Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all other outstanding Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the A-1 Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, A-1 Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) agrees to make, on the Second Restatement Effective Date Initial Borrowing Date, a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted on the Second Restatement Effective Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment be initially incurred and (ii) shall, at the option maintained as a single Borrowing of the Borrower, be Base Rate Loans or Eurodollar LoansLoans (subject to the option to convert such Term Loans pursuant to Section 1.06), provided that, that (x) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (y) prior to the date which is one week from the Initial Borrowing Date (the "Syndication Date"), Term Loans may only be incurred and maintained as Eurodollar Loans if the respective Interest Period applicable thereto is a one week Interest Period which begins on the Initial Borrowing Date and ends on the Syndication Date and (ii) shall not exceed for any Lender that amount which equals the Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted shall be incurred by the Borrower on the Second Restatement Effective Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided thatPROVIDED THAT, (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) unless the Agent has determined (and has notified the Borrower) that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Restatement Effective Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the Restatement Effective Date or on or prior to the sixth Business Day after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing) and (iii) shall be made by each such Bank in that aggregate principal amount which does not exceed the Term Loan Commitment of such Bank on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a B-1 Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) agrees to make, at par and any time and from time to time on or after the Second Restatement Effective Initial Borrowing Date and on or prior to the Merger Closing Date, a term loan or term loans (each, together with each Term Loan Conversion eachany term loan resulting from the B-1 Conversion, a "“B-1 Term Loan" ” and, collectively, the "“B-1 Term Loans"”) to the Borrower, which B-1 Term Loans (ix) made or converted on the Second Restatement Effective Dateshall be denominated in Dollars, shall not exceed for any Bank(y) except as hereinafter provided, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b2.10(b), all B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type. Once repaid, Type and (B) all B-1 Term Loans borrowed hereunder may made on the Initial Borrowing Date shall be incurred as Base Rate Loans, and (z) shall not be reborrowed.incurred on any date occurring prior to the Merger Closing Date if, after giving effect to the making of the respective B-1 Term Loans and the related reductions to the Total B-1 Term Loan Commitment pursuant to Section 4.03(b)(x), the B-1 Blocked Amount would exceed the then remaining Total B-1 Term Loan

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing this Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to makeAgreement, on the Second Restatement Effective Date Initial Borrowing Date, each Term Loan Lender severally agrees to make a term loan or term loans to the Borrower (each, together with each any Incremental Term Loan Conversion eachLoans actually made after the Effective Date pursuant to Section 2.1(b), a "Term LoanTERM LOAN" and, collectively, the "Term LoansTERM LOANS") in an aggregate amount equal to its Term Loan Proportionate Share of the BorrowerTotal Term Loan Commitments, which Term Loans (i) shall be made or converted on the Second Restatement Effective Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option initially maintained as a single Borrowing of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all (subject to the option to convert such Term Loans comprising the same Borrowing shall at all times be of the same Typepursuant to Section 4.3). Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed. On and immediately after the occurrence of the Effective Date, the Term Loan Commitment for each Lender shall be the amount set forth opposite such Lender's name in Schedule I hereto directly below the column entitled "Term Loan Commitment" (as same may be reduced from time to time pursuant to the terms of this Credit Agreement). The Borrower hereby agrees to execute and deliver to each Lender that requests same a Term Note in the form of Exhibit A-1 to evidence the Term Loans made by such Lender.

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a an Initial Sub-Tranche 1 Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with or, pursuant to Section 1.01(a)(ii), elects to convert all or a portion of such Lender's Existing Term Loans into a term loan or term loans) (each Term Loan Conversion each, a an "Initial Sub-Tranche 1 Term Loan" and, collectively, the "Term LoansInitial Xxx-Xxxxxxx 0 Xxxx Xxxxx") to the BorrowerBorrowers, which Initial Sub-Tranche 1 Term Loans (i) made or converted shall be joint and several obligations of each of the Borrowers, (ii) shall be incurred pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (iiiii) shall, at the option of the BorrowerBorrowers, be Base Rate Loans or or, subject to Section 1.14, Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Initial Sub-Tranche 1 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Sub-Tranche 1 Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to any termination thereof on the Initial Borrowing Date pursuant to Section 3.03(b)). Once prepaid or repaid, Initial Sub-Tranche 1 Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment Lender severally agrees, (A) in at any time and from time to time on and after the case of each Continuing BankEffective Date and prior to the Maturity Date, to convert into Term Loans make a revolving loan or revolving loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date a term loan or term loans (together with each Term Loan Conversion each, a "Term “Revolving Loan" ” and, collectively, the "Term “Revolving Loans"”) to the BorrowerBorrowers, which Term Revolving Loans (i) made or converted on shall be the Second Restatement Effective Datejoint and several obligations of each of the Borrowers, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in Dollars, (iii) shall, at the option of the BorrowerBorrowers be incurred and maintained as, be and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Term Revolving Loans comprising the same Borrowing shall at all times be of the same Type. Once repaidType and (B) unless the Administrative Agent has otherwise determined in its sole discretion that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), Term prior to the 90th day following the Effective Date, Revolving Loans borrowed hereunder may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period (which, unless the Administrative Agent otherwise agrees in its sole discretion, may not begin prior to the 5th Business Day following the Effective Date) of one month which begins and ends on the same day, (iv) may be reborrowedrepaid and reborrowed in accordance with the provisions hereof, (v) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (vi) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Multiple Draw I Sub-Tranche A Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "Multiple Draw I Sub-Tranche A Term Loan" and, collectively, the "Multiple Draw I Sub-Tranche A Term Loans") to the Borrower, which Multiple Draw I Sub-Tranche A Term Loans (i) made or converted may only be incurred by the Borrower on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Multiple Draw I Sub-Tranche A Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no Multiple Draw I Sub-Tranche A Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day following the Initial Borrowing Date and (2) the Syndication Date and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Multiple Draw I Sub-Tranche A Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)). Once repaid, Multiple Draw I Sub-Tranche A Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a an Initial Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "an “Initial Term Loan" ” and, collectively, the "“Initial Term Loans"”) to the Borrower, which Initial Term Loans (i) made or converted shall be incurred pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than one Borrowing of Initial Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Initial Borrowing Date, which Borrowing of Eurodollar Loans may only have an Interest Period of one month and which may only be made within five Business Days after the Initial Borrowing Date, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Initial Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) agrees to make, on the Second Restatement Effective Initial Borrowing Date and on the DVI Payment Date (so long as the DVI Payment Date occurs prior to the Term Loan Commitment Termination Date), a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted on the Second Restatement Effective Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, ; provided that, that (x) except as otherwise specifically provided in -------- Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i), 3.03(b)(iii) and 3.03(b)(v) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii) and 3.03(b)(iv)) less such Bank's Term Loan Commitment Percentage of the Blocked Commitment; provided, -------- however that Term Loans made after the Initial Borrowing Date shall be made from ------- the Blocked Commitment for each Bank and shall be in an amount equal to such Bank's Term Loan Commitment Percentage of the Blocked Commitment. Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed. In addition, on the Restatement Effective Date, the Borrower and Banque Paribas agree that $2 million of the Acquisition Loans which had been made pursuant to the Original Credit Agreement prior to the Restatement Effective Date shall be deemed automatically converted into an additional Borrowing of Term Loans.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, agrees to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, on the Second Restatement Effective Date make a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted shall be incurred pursuant to a single drawing on the Second Restatement Effective Initial Borrowing Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, with the first such Interest Period to begin no sooner than three Business Days after the Initial Borrowing Date, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Term Loans borrowed incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a an A Term Loan Commitment severally agrees, (A) in the case of each Continuing Bank, to convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) agrees to make, on the Second Restatement Effective Date Initial Borrowing Date, a term loan or term loans (together with each Term Loan Conversion each, a an "A Term Loan" and, collectively, the "A Term Loans") to the Borrower, which A Term Loans (i) made or converted on the Second Restatement Effective Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all A Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) until the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), A Term Loans may only be incurred and maintained as Base Rate Loans or, if Interest Periods of one week are available in accordance with the relevant provisions of Section 1.09, Eurodollar Loans with one-week Interest Periods, (ii) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (iii) shall be denominated in Dollars and (iv) shall not exceed (A) for any Lender, that amount which equals the A Term Loan Commitment of such Lender as in effect on the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to the termination thereof on such date pursuant to Section 3.03(b)) and (B) for all Lenders, the Total A Term Loan Commitment as in effect on the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, A Term Loans borrowed incurred hereunder may not be reborrowed.