Common use of Initial Term Loans Clause in Contracts

Initial Term Loans. (a) Subject to the terms and conditions hereof, each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof; provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by exchanging their Original Initial Term Loans for Tranche B Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Original Initial Term Loans pursuant to Subsection 4.4(g).

Initial Term Loans. (a) Subject to the terms and conditions hereof, (a) each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans to the U.S. Borrowers, on a joint and several basis (each, an “Original "Initial Term Loan”) to " and, collectively the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original "Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereofLoans"), which Original Initial Term Loans: (i) except as hereinafter provided, shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iiiii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once Once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. (b) The Parent Borrower agrees that, upon the request to the U.S. Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender's Initial Term Loan, the Parent Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1 (each, as amended, supplemented, replaced or otherwise modified from time to time, an "Initial Term Loan Note"), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Initial Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Lender to the Parent Borrower. On Each Initial Term Loan Note shall be dated the Closing Date (after giving effect to or in the incurrence case of Original an Initial Term Loan Note issued in connection with Initial Term Loans on acquired by assignment pursuant to such datesection 11.6(b), the Original date of such assignment). Each Initial Term Loan Commitments Note shall be payable as provided in subsection 2.6 and provide for the payment of each Lender shall terminateinterest in accordance with subsection 4.1. (ic) Subject to subsection 2.7 and the other terms and conditions hereof, (a) each Lender listed on Schedule A-1 under the heading “Tranche B holding an Incremental Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) Commitment severally agrees to makemake to the U.S. Borrowers, in Dollars, in pursuant to a single draw drawing on the First Amendment Effective respective Incremental Term Loan Borrowing Date, one or more term loans (each, a “New Tranche B an "Incremental Term Loan” " and, collectively the "Incremental Term Loans", and, together with the term loans representing the Original Initial Term Loans exchanged by Loans, the Existing "Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(gLoans"), the “Tranche B which Incremental Term Loans”: (i) to shall be denominated in Dollars; (ii) shall, at the Borrower option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type; (iii) shall be made by each such Lender in an aggregate principal amount which does not to exceed the Incremental Term Loan Commitment of such Lender; and. (iv) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement and any repayment of outstanding RCF Loans on such date) would require a mandatory repayment pursuant to subsection 4.4(c)(i). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (d) Each Borrower agrees that, upon the request to the U.S. Administrative Agent by any Lender made on or prior to the Incremental Term Loan Borrowing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender's Incremental Term Loan to such Borrower, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Incremental Term Loan Note"), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Incremental Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Incremental Term Loan Lender to such Borrower. Each Incremental Term Loan Note shall be dated the Incremental Term Loan Borrowing Date (or in the case of a Term Loan Note issued in connection with Incremental Term Loans acquired by assignment pursuant to such section 11.6(b), the date of such assignment). Each Incremental Term Loan Note shall be payable as provided in subsection 2.6 and provide for the payment of interest in accordance with subsection 4.1. (e) Except as otherwise provided in subsection 2.2(f), the aggregate principal amount of Term Loans of all the Lenders shall be payable in consecutive quarterly installments up to and including the Term Loan Maturity Date therefor (subject to repayment as provided in subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Lender’s name in Schedule A-1 under Term Loans then outstanding): DATE AMOUNT ---- ------ Each March 31, June 30, September 30 and (i) $625,000 plus (ii) for each installment date December 31 following the heading “Tranche B Closing Date following an Incremental Term Loan Commitment”, as such amount may be adjusted or reduced pursuant Borrowing ending prior to the terms hereof; Term Loan Maturity Date Date, an amount equal to .25% of the aggregate principal amount of Incremental Term Loans (other than such Incremental Term Loans which may have different scheduled repayments as contemplated in subsection 2.7(e)) borrowed on such Incremental Term Loan Borrowing Date, subject in each case to prepayment as provided in subsection 4.4 Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Term Loans (f) In the case of Incremental Term Loans that have different scheduled repayment dates (and amounts) as contemplated in subsection 2.7(e), such Incremental Term Loans shall be payable on the dates and in the amounts set forth in the respective Incremental Commitment Agreement or Agreements relating to such Incremental Term Loans, provided that Exchanging Term Lenders shall make their respective Tranche B if any such Incremental Term Loans by exchanging their Original Initial are subsequently incurred, the amount of the then remaining scheduled installments of such Incremental Term Loans for Tranche B shall be proportionally increased (with the aggregate amount of increases to the then remaining scheduled installments to equal the aggregate principal amount of such new Incremental Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Original Initial Term Loans pursuant to Subsection 4.4(gthen being incurred).

Initial Term Loans. (a) Subject Each Lender party hereto that is owed Existing Term Loans severally agrees to exchange its Existing Term Loans for a like outstanding principal amount of new term loans on the terms Amendment Effective Date (relative to such Lender, its "Initial Term Loan"), which exchange shall be deemed to be a voluntary prepayment of such Lender's Existing Term Loans by the Borrower and conditions hereof, each the making of an Initial Term Loan pursuant to clause (b) below by such Lender holding for such amount. (b) Each Lender with an Original Initial Term Loan Commitment severally agrees to make, in Dollars, make Initial Term Loans to the Borrower on the Amendment Effective Date in a single draw principal amount not to exceed its Initial Term Loan Commitment on the Closing Amendment Effective Date, one or more term loans (each, an “Original . In the event that the Borrower requests Initial Term Loan”Loans in an aggregate amount (the "Aggregate Initial Term Loan Amount") less than the aggregate of the Lenders' Initial Term Loan Commitments, each such Lender shall make an Initial Term Loan to the Borrower in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Aggregate Initial Term Loan Commitment”Amount multiplied by such Lender's Initial Term Loan Percentage. Subject to clause (a) above, as such amount may be adjusted or reduced pursuant to on the terms hereof, which Original Amendment Effective Date the Borrower shall voluntarily prepay all Existing Term Loans from the proceeds of the Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof; provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by exchanging their Original Initial Term Loans for Tranche B Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Original Initial Term Loans pursuant to Subsection 4.4(g).

Initial Term Loans. (a) Subject to the terms and conditions hereofset forth herein (i) each existing Initial Term Lender (collectively, each the “Continuing Term Loan Lenders”) that executes and delivers a Lender holding Addendum (Cashless Roll) in the form attached hereto as Exhibit 1 (a “Lender Addendum (Cashless Roll)”) consents to this Amendment and agrees to continue all (or such lesser amount as notified to such Continuing Term Loan Lender by the Lead Arranger prior to the Effective Date) of its existing Initial Term Loans outstanding immediately before giving effect to this Amendment as an Original Initial Term Loan Commitment severally on the Effective Date in a principal amount equal to such Continuing Term Loan Lender’s Initial Term Loans, and (ii) each Person (collectively, the “Additional Term Loan Lenders”) that executes and delivers a Lender Addendum (Additional Term Loan Lender) in the form attached hereto as Exhibit 2 (a “Lender Addendum (Additional Term Loan Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”) agrees to make, in Dollars, in a single draw take by assignment on the Closing Date, Effective Date from one or more term loans Non-Consenting Lenders (each, an “Original as defined below) a principal amount of Initial Term Loan”) to the Borrower in an aggregate principal amount Loans not to exceed the amount set forth opposite commitment offered by such Additional Term Loan Lender to the Lead Arranger to so take by assignment Initial Term Loans from Non-Consenting Lenders. For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and an Initial Term Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (Additional Term Loan Lender) in its capacity as an Initial Term Lender. For the avoidance of doubt, the existing Initial Term Loans of a Continuing Term Loan Lender must be continued in whole and may not be continued in part. (b) Any Non-Consenting Lender whose Initial Term Loans are repaid or assigned to one or more Additional Term Loan Lenders on the Effective Date in accordance with this Amendment shall be entitled to the benefits of Section 2.16 of the Credit Agreement with respect thereto. The Continuing Term Loan Lenders hereby waive the benefits of Section 2.16 of the Credit Agreement with respect to that portion of the Initial Term Loans of such ▇▇▇▇▇▇ continued hereunder. (c) Notwithstanding anything herein to the contrary, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (other than to the extent waived pursuant to Section 3(b)) shall continue in full force and effect with respect to, and for the benefit of, each existing Initial Term Lender in respect of each such Lender’s name in Schedule A under the heading “Original existing Initial Term Loan Commitment”Loans to the same extent expressly set forth therein. (d) Notwithstanding anything in this Amendment to the contrary, as such amount the continuation of existing Initial Term Loans may be adjusted or reduced implemented pursuant to other procedures specified by the terms hereofAdministrative Agent, which Original including by replacement of such existing Initial Term Loans:Loans by a deemed repayment of such existing Initial Term Loans of a Continuing Term Loan Lender followed by a subsequent deemed assignment to it of new Initial Term Loans in the same amount. (ie) except as hereinafter providedFor the avoidance of doubt, shallthe Lenders hereby acknowledge and agree that, at the sole option of the BorrowerAdministrative Agent, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such any Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original with existing Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date that are replaced as contemplated hereby (after giving effect to the incurrence whether by assignment of Original its Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans Additional Term Loan Lenders or otherwise) shall, automatically upon receipt (each, a “New Tranche B Term Loan” and, collectively with or deemed receipt) of the term loans representing the Original amount necessary to purchase such Lender’s existing Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant so replaced, at par, and pay all accrued interest thereon, be deemed to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite have assigned such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof; provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by exchanging their Original Initial Term Loans for Tranche B Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Original Initial Term Loans pursuant to Subsection 4.4(ga form of Assignment and Acceptance and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive any notice requirements of the Credit Agreement in connection with the replacement of existing Initial Term Loans contemplated hereby (whether by assignment of its Initial Term Loans to one or more Additional Term Loan Lenders or otherwise).

Initial Term Loans. (ai) Subject to the terms and applicable conditions hereofset forth herein, each Initial Tranche A Term Lender holding an Original Initial Term Loan Commitment severally agrees to make, make Initial Tranche A Term Loans in Dollars, in a single draw Dollars to the Borrower on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Borrower Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule its Initial Tranche A under the heading “Original Initial Term Loan Commitment”; provided that, as such if for any reason the full amount may be adjusted or reduced pursuant to the terms hereof, which Original of any Initial Tranche A Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Lender’s Initial Tranche A Term Loan Commitment is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled upon giving effect to the funding of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original the drawn Initial Tranche A Term Loans incurred hereunder may not be reborrowedon the Closing Date. On Each Initial Tranche A Term Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date (after giving effect to the incurrence funding of Original such Initial Tranche A Term Loans on such date), the Original Lender’s Initial Tranche A Term Loan Commitments of each Lender shall terminateCommitment on the Closing Date. (iii) Subject to the terms and applicable conditions hereofset forth herein, each Lender listed on Schedule A-1 under the heading “Initial Tranche B Term Loan Commitment” attached hereto (the “New Lender agrees to make Initial Tranche B Term Lenders”) severally agrees to make, Loans in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) Dollars to the Borrower on the Closing Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “its Initial Tranche B Term Loan Commitment”; provided that, as such if for any reason the full amount may of any Initial Tranche B Term Lender’s Initial Tranche B Term Loan Commitment is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be adjusted or reduced pursuant cancelled upon giving effect to the terms hereof; provided that Exchanging Term Lenders shall make their respective funding of the drawn Initial Tranche B Term Loans by exchanging their Original on the Closing Date. Each Initial Term Loans for Tranche B Term Loans constituting Rollover Indebtedness in lieu Lender’s Initial Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of their pro rata portion of such Initial Tranche B Term Lender’s Initial Tranche B Term Loan Commitment on the prepayment of Original Initial Term Loans pursuant to Subsection 4.4(g)Closing Date.

Initial Term Loans. (ai) On the Restatement Date (after giving effect to the Restatement Date Refinancing), Initial Term Loans in an aggregate principal amount of $275,000,000 are outstanding. (ii) Subject to the terms and conditions hereofset forth herein, each (A) Existing Lender that executes and delivers a counterpart to this Agreement with its consent severally agrees that, on the Restatement Date, (1) the Initial Term Loans held by such Existing Lender under the Existing Credit Agreement and outstanding on the Restatement Date (immediately prior to giving effect thereto) shall continue and remain as Initial Term Loans under this Agreement and (2) such Existing Lender will assign a portion of its Initial Term Loans (as notified to such Existing Lender by the Administrative Agent) to the New Lender (as defined below) on the Restatement Date at par (it being understood that no Assignment and Assumption shall be required to be executed by such Existing Lender or the New Lender to effect such assignment) and (B) Existing Lender holding an Original Initial Term Loan Loans that does not execute and deliver a counterpart to this Agreement or executes and delivers a counterpart to this Agreement declining consent (each, a “Non-Consenting Existing Lender”) shall be required to assign the entire amount of its Initial Term Loans (the “Assigned Initial Term Loans”) to BMO ▇▇▇▇▇▇ Bank, N.A. (in such capacity, the “New Lender”) in accordance with Section 9.02(c) and 9.04 and such New Lender shall become a Lender under this Agreement with respect to such Assigned Initial Term Loans (and this Agreement shall constitute the notice to any such Non-Consenting Existing Lender to be replaced in accordance with Section 9.02(c)). Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the Restatement Date, each Non-Consenting Existing Lender, as assignor, will be deemed pursuant to Section 9.02(c) and 9.04 to assign its Initial Term Loans to the New Lender, as assignee. (iii) After the Restatement Date, upon the terms and subject to the conditions set forth herein and in any Incremental Term Facility Amendment or Refinancing Amendment, each Term Lender with a Term Commitment with respect to any Class of Term Loans (other than any Class of Initial Term Loans) severally agrees to make, make a Term Loan denominated in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) dollars under such Class to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Term Lender’s name in Schedule A Term Commitment under such Class on the heading “Original Initial date of incurrence thereof. (iv) Amounts borrowed, exchanged, renewed, replaced or refinanced under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loan Commitment”, as such amount Loans may be adjusted or reduced pursuant to the terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof; further provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by exchanging their Original Initial Term Loans for Tranche B Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Original Initial Term Loans pursuant to Subsection 4.4(g)herein.

Initial Term Loans. (ai) Subject to On the terms and subject to the conditions hereofset forth herein and in the other Financing Documents, each Lender holding with an Original Initial Term Loan Commitment Amount severally hereby agrees to make, in Dollars, in make to Borrowers a single draw on the Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the Borrower loan in an original aggregate principal amount not equal to exceed the amount set forth opposite Initial Term Loan Commitment (the “Initial Term Loans”). Each such Lender’s name in Schedule A under obligation to fund the heading “Original Initial Term Loans shall be limited to such Lender’s Initial Term Loan Commitment”Commitment Percentage, and no Lender shall have any obligation to fund any portion of the Initial Term Loan required to be funded by any other Lender, but not so funded. (ii) No Borrower shall have any right to reborrow any portion of the Initial Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent an irrevocable Notice of Borrowing with respect to the proposed Initial Term Loan advance, such Notice of Borrowing to be delivered no later than 12:00 P.M. (Eastern time) at least five (5) Business Days prior to the proposed date of funding thereof (or such earlier date as the Agent and Lenders may agree), which notice, if received by Agent on a day that is not a Business Day or after 12:00 P.M. (Eastern time) on a Business Day, shall be deemed to have been delivered on the next Business Day; provide that, such amount Notice of Borrowing may not be adjusted or reduced delivered prior to the Signing Date. On the date of any borrowing pursuant to the terms of this Section 2.1(a), following the satisfaction of the conditions set forth in Section 7.2 hereof, which Original Initial Term Loans: each applicable Lender shall remit to the Agent by 2:00 p.m. (iNew York City time) except as hereinafter provided, shall, at the option its share of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed of the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged requested by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under applicable Notice of Borrowing for further distribution by the heading “Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced Agent pursuant to the terms hereof; provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by exchanging their Original Initial Term Loans for Tranche B Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Original Initial Term Loans pursuant to Subsection 4.4(g)Funds Flow Direction Letter related thereto.