Common use of Existing Loans Clause in Contracts

Existing Loans. Company acknowledges and confirms that each Existing Lender holds Existing Loans in the respective principal amounts outstanding as of the Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or prior to the Effective Date) defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Loans and (2) reaffirms its obligation to pay such Loans in accordance with the terms and conditions of this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that (x) the Existing Tranche A Term Loans, (y) the Existing Tranche B Term Loans and (z) the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Loans to which such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, as of the Effective Date, be converted to, maintained as, and owed by Company under or in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

Existing Loans. Company acknowledges and confirms that each Existing Lender holds Existing Tranche A Term Loans in the their respective principal amounts outstanding as of the Effective Date set forth opposite its name on Schedule 2.1 annexed heretoamounts. Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or prior to the Effective Date) is not aware of any defense, set off, claim or counterclaim against any Agent or Existing Lender in regard to its Obligations in respect of such Existing Tranche A Term Loans and (2) reaffirms its obligation to pay repay such Tranche A Term Loans in accordance with the terms and conditions of this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that (x) the Existing Tranche A Term Loans, (y) the Existing Tranche B Term Loans and (z) the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest and fees accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Tranche A Term Loans to which such interest relates)) by Company to Existing Lenders thereunder or in respect thereofof the Tranche A Term Loans, shall, as of the Effective Date, be converted to, maintained as, and owed by Company under or in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans outstanding and Tranche B Term Loans confirmed under this subsection 2.1A(i) and subsequently repaid or prepaid may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

Existing Loans. Company The Borrower acknowledges and confirms that each Existing Lender holds held Existing Loans in the respective principal amounts set forth in the Global Assignment Agreement outstanding as of immediately before the Effective Date Date. After giving effect to the Global Assignment Agreement, each Lender has Revolving Credit Loans and Term Loans in the respective principal amounts set forth opposite its name on Schedule SCHEDULE 2.1 annexed hereto. Company Borrower hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or prior to the Effective Date) is not aware of any defense, set off, claim or counterclaim against any the Administrative Agent or any Lender in regard to its Obligations in respect of such Existing Loans and (2) reaffirms its obligation to pay such Existing Loans in accordance with the terms and conditions of this Agreement and the other Loan Financing Documents. Based on the foregoing, (A) Company Borrower and each Lender agree that (x) that, other than any Existing Loans to be repaid from the Existing Tranche A Term LoansNet Cash Proceeds to be received and applied in accordance with subsection 4.2(f), (y) the Existing Tranche B Term Loans and (z) the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest and fees accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Existing Loans to which such interest relates)) by Company Borrower to Existing Lenders thereunder or in respect thereofof the Existing Loans, shall, as of the Effective Date, be converted tocontinued as, maintained as, and owed by Company under or Borrower in respect of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Existing Revolving Credit Loans may not be reborrowedrepaid and reborrowed pursuant to Section 2.1(b) below to but excluding the Revolving Credit Commitment Termination Date. Amounts repaid or prepaid in respect of the foregoing Revolving Term Loans may not be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Datereborrowed.

Existing Loans. Company acknowledges and confirms that each -------------- Existing Lender holds Existing Loans in the respective principal amounts outstanding as of the Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. Company hereby represents, warrants, agrees, ------------ covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, to the extent arising on or prior to the Effective Date) defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Loans and (2) reaffirms its obligation to pay such Loans in accordance with the terms and conditions of this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that (x) the Existing Tranche A Term Acquisition Loans, (y) the Existing Tranche B Term Loans and (z) the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest accrued to the Effective Date (which shall be payable on the next Interest Payment Date with respect to the Loans to which such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, as of the Effective Date, be converted to, maintained as, and owed by Company under or in respect of Tranche A Term Acquisition Loans, Tranche B Term Loans and Revolving Loans, respectively, hereunder. Amounts repaid or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Acquisition Loans prior to the third anniversary of the Closing Date may be repaid and reborrowed through the third anniversary of the Closing Date and Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date, respectively.

Existing Loans. Company acknowledges and confirms (a) Notwithstanding anything to the contrary herein or any Credit Document, all Tranche B-4 Term Loans that each Existing Lender holds Existing are LIBOR Loans (as defined in the respective principal amounts Existing Credit Agreement) that are outstanding as of the Amendment No. 7 Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no (and it permanently and irrevocably waives and releases Agents and Lenders from any, immediately prior to giving effect to the extent arising on or amendments effected pursuant to Section 1 of this Amendment) (collectively, the “Existing LIBOR Loans”) shall continue to bear interest at the applicable LIBOR Rate plus the Applicable Margin (each as defined in the Existing Credit Agreement) applicable to such Existing LIBOR Loans as of immediately prior to giving effect to the amendments effected pursuant to Section 1 of this Amendment, until the expiration of the current Interest Period applicable to such Existing LIBOR Loans. Any such Existing LIBOR Loans shall continue to be governed by the relevant provisions of the Existing Credit Agreement (as in effect immediately prior to the Effective Dateeffectiveness of this Amendment) defense, set off, claim or counterclaim against any Agent or Lender applicable to LIBOR Loans denominated in regard Dollars (including with respect to its Obligations in respect the continuation thereof as LIBOR Loans) until the earlier of (x) the repayment of such Existing Loans and (2) reaffirms its obligation to pay such LIBOR Loans in accordance with the terms of the Amended Credit Agreement (if applicable) and conditions of this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that (x) the Existing Tranche A Term Loans, (y) the conversion of such Loans pursuant to the Specified Conversion (as defined below). (b) In accordance with Section 2.6 of the Amended Credit Agreement, the Borrowers shall deliver to the Administrative Agent a Notice of Conversion or Continuation prior to the end of the first Interest Period ending after June 30, 2023 applicable to any outstanding Existing Tranche B Term LIBOR Loans and (z) requesting a conversion of such Existing LIBOR Loans to either SOFR Loans or ABR Loans; provided that if the Borrowers fail to give a timely Notice of Conversion or Continuation requesting such conversion, then the Existing Revolving Loans, and any amounts owed (whether or not presently due and payable, and including all interest accrued to the Effective Date (which LIBOR Loans shall be payable on the next automatically converted in full to SOFR Loans with a one-month Interest Payment Date with respect to the Loans to which such interest relates)) by Company to Lenders thereunder or in respect thereof, shall, Period effective as of the Effective Dateexpiration date of such Interest Period (the conversion pursuant to this clause (b), be converted tothe “Specified Conversion”). (c) For the avoidance of doubt, maintained as(i) no borrowing or continuation of Tranche B-4 Term Loans as SOFR Loans or as any Loan based on Term SOFR, and owed by Company under or in respect no conversion of Tranche A Term Loans, Tranche B B-4 Term Loans to SOFR Loans or to any Loan based on Term SOFR, shall be permitted prior to July 1, 2023 and Revolving Loans(ii) no borrowing or continuation of LIBOR Loans (as defined under the Existing Credit Agreement) or any Loan based on the LIBOR Rate (as defined under the Existing Credit Agreement), respectivelyand no conversion of Loans to LIBOR Loans (as defined under the Existing Credit Agreement) or any Loan based on the LIBOR Rate (as defined under the Existing Credit Agreement), hereunder. Amounts repaid shall be permitted on or prepaid in respect of Tranche A Term Loans and Tranche B Term Loans may not be reborrowed. Amounts repaid or prepaid in respect of the foregoing Revolving Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Dateafter July 1, 2023.