Common use of Loan Commitments Clause in Contracts

Loan Commitments. (i) Subject to the terms and conditions hereof, each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial Tranche A Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche A Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche A Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term Loans. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, each Lender with an Initial Tranche A Term Loan Commitment Lender severally agrees to make, make the CCTP Term Loan on the Closing Date, one or more term loans (each, an “Initial Tranche A CCTP Funding Date and the SPLNG Term Loan”) Loan on the SPLNG Funding Date to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche A Pro Rata Share of the requested CCTP Term Loan up to such Lender’s CCTP Tranche Commitment and such Lender’s Pro Rata Share of the requested SPLNG Term Loan up to such Lender’s SPLNG Tranche Commitment, respectively. The Borrower may make only one borrowing two borrowings under the Initial Tranche A Term Loan Commitment (the CCTP Term Loan and the SPLNG Term Loan), which shall be on the Closing CCTP Funding Date and the SPLNG Funding Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.12(a) (Voluntary Prepayments) and 2.122.13 (Mandatory Prepayments; Commitment Termination), all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Final Maturity Date applicable to such Initial Tranche A Term LoansDate. Each Term Loan Lender’s Initial CCTP Tranche A Term Loan Commitment and SPLNG Tranche Commitment shall terminate immediately and without further action on the Closing CCTP Funding Date and SPLNG Funding Date, respectively, in each case, after giving effect to the funding in full of such Term Loan Lender’s Initial Tranche A Pro Rata Share of the requested Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, (x) each Lender with an Initial Tranche A Dollar Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial Tranche A a Dollar Term Loan”) Loan to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche A Dollar Term Loan Commitment and (y) each Lender with an Initial Pounds Sterling Term Loan Commitment severally agrees to make, on the Closing Date, an Initial Pounds Sterling Term Loan to the Borrower in an amount equal to such Lender’s Initial Pounds Sterling Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche A Dollar Term Loan Commitment which and only one borrowing under the Initial Pounds Sterling Term Loan Commitment, which, in each case, shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term Loans. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial a Tranche A Term Loan”) Loan to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche A Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche A Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term Loans. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date.; and (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (eachDate, an “Initial a Tranche B Term Loan”) Loan to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under each of the Initial Tranche A Term Loan Commitments and the Tranche B Term Loan Commitment Commitments which shall be on the Closing Date. Any amount amounts borrowed under this Section 2.1(a)(ii2.01(a) with respect to the Tranche A Term Loan and the Tranche B Term Loan and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date applicable to such Initial and the Tranche B Term LoansLoan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment and/or Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date Date, upon and after giving effect to the funding of such Lender’s Initial Tranche A Term Loan and/or Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial a Tranche A X Term Loan”) Loan to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche X Term Loan Commitment; (ii) each Lender severally agrees to make, on the Closing Date, a Tranche A Term Loan to Borrower in Dollars in an amount equal to such Lender’s Tranche A Term Loan Commitment; (iii) each Lender severally agrees to make, on the Closing Date, a Tranche B-1 Term Loan to Borrower in Dollars in an amount equal to such Lender’s Tranche B-1 Term Loan Commitment; and (iv) each Lender severally agrees to make, on the Closing Date, a Tranche B-2 Term Loan to Borrower in Dollars in an amount equal to such Lender’s Tranche B-2 Term Loan Commitment. The Borrower may make only one borrowing under each of the Initial Tranche A Term Loan Commitment Commitments, Tranche B-1 Term Loan Commitments, Tranche B-2 Term Loan Commitments and Tranche X Term Loan Commitments which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans, the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the Tranche X Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term LoansLoan Maturity Date, the Tranche B Term Loan Maturity Date and the Tranche X Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment, Tranche B-1 Term Loan Commitment, Tranche B-2 Term Loan Commitment and Tranche X Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment, Tranche B-1 Term Loan Commitment, Tranche B-2 Term Loan Commitment and Tranche X Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial a Tranche A Term Loan”) Loan to the Borrower in Dollars Companies in an amount equal to such Lender’s Initial Tranche A Term Loan Commitment. (ii) each Lender severally agrees to make at any time prior to the MDTL Commitment Termination Date one or more MDTL Term Loans to the Companies in an aggregate amount equal to such Lender’s MDTL Commitment. The Borrower Companies may make only one borrowing under the Initial Tranche A Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and MDTL Term Loans shall be paid in full no later than on the Maturity Date applicable to such Initial Tranche A Term LoansLoan Maturity Date and MDTL Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment Commitment, if any, on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each Lender’s Initial Tranche B Term Loan MDTL Commitment shall terminate immediately and without further action on the Closing MDTL Commitment Termination Date after giving effect to the funding of such Lender’s Initial Tranche B Term Loan Commitment MDTL Commitment, if any, on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Restatement Date, one or more term loans (each, an “Initial Draw Tranche A Term Loan”) to the Borrower Loans in Dollars to Borrower in an amount equal to such Lender’s Initial Draw Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on each Delayed Draw Funding Date, Delayed Draw Term Loans in Dollars to Borrower in an amount not to exceed such Lender’s Delayed Draw Commitment. The Borrower may make only one borrowing under the Initial Draw Tranche A Term Loan Commitment Commitments, which shall be on the Closing Restatement Date. Borrower may make up to three (3) borrowings each in a minimum amount of no less than $50,000,000 under the Delayed Draw Commitments, which shall be on the Delayed Draw Funding Dates. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term LoansLoan Maturity Date. Each Lender’s Initial Draw Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Restatement Date after giving effect to the funding of such Lender’s Initial Draw Tranche A Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each Lender’s Initial Tranche B Term Loan Delayed Draw Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding Delayed Draw Commitment Termination Date, regardless of such Lender’s Initial Tranche B whether any Delayed Draw Term Loan Commitment Loans are made on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial a Tranche A Term Loan”) Loan to the Borrower in Dollars Company in an amount equal to such Lender’s Initial Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date, Tranche A-1 Term Loan to SPV in an amount equal to such Lender’s Tranche A-1 Term Loan Commitment. The Borrower Applicable Borrowers may make only one borrowing under each of the Initial Tranche A Term Loan Commitment and the Tranche A-1 Term Loan Commitment which shall be on the Closing Date. The aggregate principal amount of Term Loans borrowed by the Borrowers on the Closing Date must be $150,000,000. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) 2.11 and 2.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche A-1 Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term LoansLoan Maturity Date and the Tranche A-1 Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment and Tranche A-1 Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment and Tranche A-1 Term Loan Commitment, if any, on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, each Term Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial A) a Dollar Tranche A B Term Loan”) Loan to the U.S. Borrower in Dollars in an amount equal to such Lender’s Initial Dollar Tranche A B Term Loan Commitment and (B) a Euro Tranche B Term Loan to the Spanish Borrower in an amount equal to such Lender’s Euro Tranche B Term Loan Commitment. The Borrower Borrowers may make only one borrowing under each of the Initial Dollar Tranche A B Term Loan Commitment Commitments and the Euro Tranche B Term Loan Commitments, which shall be on the Closing Date. Each Lender may, at its option, make any Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided, that (i) respect to a Lender under the Euro Tranche B Term Loan that is a Spanish Qualifying Lender, such branch or Affiliate qualifies as a Spanish Qualifying Lender, and (ii) any exercise of such option shall not affect in any manner the obligation of the applicable Borrower to repay such Term Loan in accordance with the terms of this Agreement. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Dollar Tranche A B Term Loans and the Euro Tranche B Term Loans shall be paid in full no later than the Dollar Tranche B Term Loan Maturity Date applicable to such Initial and the Euro Tranche A B Term LoansLoan Maturity Date, respectively. Each Lender’s Initial Tranche A B Term Loan Commitment Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender▇▇▇▇▇▇’s Initial Tranche A B Term Loan Commitment Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, (i) each Lender with an Initial Tranche A a Term Loan Commitment to make Closing Date Term Loans severally agrees to make, on the make a Closing Date, one or more term loans (each, an “Initial Tranche A Date Term Loan”) Loan to the Borrower in Dollars Company in an amount equal to such Lender’s Initial Tranche A 's Term Loan Commitment for Closing Date Term Loans, (ii) NTL Delaware agrees to make a Delaware Term Loan to Company (with NCC as a co-obligor) in an amount equal to NTL Delaware's Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche A , and (iii) each Lender with a Term Loan Commitment which shall be to make Deferred Draw Term Loans severally agrees to make a Deferred Draw Term Loan to Company in an amount equal to such Lender's Term Loan Commitment for Deferred Draw Term Loans. Company may only make borrowings under the Term Loan Commitments on the Closing Datedates set forth in clause (b) below. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) 2.8 and 2.122.9, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Term Loan Maturity Date applicable to such Initial Tranche A Term LoansDate. Each Lender’s Initial Tranche A 's Term Loan Commitment shall terminate be reduced immediately and without further action on the Closing Date after giving effect to each date of the funding of such Lender’s Initial Tranche A 's Term Loan Commitment by an amount equal to the amount so funded on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial Tranche a Term Loan A Term Loan”) to the Borrower in Dollars Company in an amount equal to such Lender’s Initial Tranche A 's Term Loan A Commitment; and (ii) each Lender severally agrees to make, after the Closing Date and at any time prior to the Term Loan B Commitment Termination Date a Term Loan B to Company in an amount equal to such Lender's Term Loan B Commitment. The Borrower Company may make only one borrowing under the Initial Tranche A Term Loan A Commitment which shall be on the Closing Date. Company may make only one borrowing under the Term Loan B Commitment, which may be made at any time from the Business Day after the Closing Date until the Term Loan B Commitment Termination Date and the proceeds of which shall be used solely to fund the cash consideration for Approved Acquisitions. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) 2.11, 2.12 and 2.122.13, all amounts owed hereunder with respect to the Initial Tranche Term Loan A and the Term Loans Loan B shall be paid in full no later than the Term Loan A Maturity Date applicable to such Initial Tranche A and the Term LoansLoan B Maturity Date, respectively. Each Lender’s Initial Tranche A 's Term Loan A Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A 's Term Loan Commitment A Commitment, if any, on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each Lender’s Initial Tranche B 's Term Loan B Commitment shall terminate immediately and without further action on the Closing earlier of (x) the Term Loan B Commitment Termination Date and (y) the date on which the Term Loan B is funded (after giving effect to the funding of such Lender’s Initial Tranche B 's Term Loan Commitment on such dateB Commitment, if any).

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial a Tranche A Term Loan”) Loan to the Borrower in Dollars Company in an amount equal to such Lender’s Initial Tranche A Term Loan Commitment; (ii) each Lender severally agrees to make, on the Closing Date, a Tranche B Term Loan to Company in an amount equal to such Lender’s Tranche B Term Loan Commitment; and (iii) each Lender severally agrees to make, on the Closing Date, a Tranche C Term Loan to Company in an amount equal to such Lender’s Tranche C Term Loan Commitment. The Borrower Company may make only one borrowing under each of the Initial Tranche A Term Loan Commitments, Tranche B Term Loan Commitments and the Tranche C Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loan shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term LoansLoan Maturity Date, the Tranche B Term Loan Maturity Date and the Tranche C Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment, Tranche B Term Loan Commitment and Tranche C Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment, Tranche B Term Loan Commitment and Tranche C Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial a Tranche A Term Loan”) Loan to the U.S. Borrower in Dollars in an amount equal to such Lender’s Initial Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date, a Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s Tranche B Term Loan Commitment. The U.S. Borrower may make only one borrowing under each of the Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term LoansLoan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of NY\5627635.16 such Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereofof this Agreement, each of the Continuing Lenders agrees that the Existing Tranche E Term Loans made by such Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial Tranche A Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche A Term Loan Commitment. The Borrower may make only one borrowing under the Initial Existing Credit Agreement in the amounts set forth in Schedule 2.1A shall remain outstanding on and after the Effective Date as Tranche A F Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under Loans made pursuant to this Section 2.1(a)(i) Agreement and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche A such Term Loans shall be paid on and after the Effective Date have all of the rights and benefits of Tranche F Term Loans as set forth in full no later than this Agreement and the Maturity Date applicable to such Initial Tranche A Term Loans. Each Lender’s Initial Tranche A Term other Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such dateDocuments. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (eachEffective Date, an “Initial a Tranche B F Term Loan”) Loan to the Borrower in Dollars Company in an amount equal to such Lender’s Initial 's Tranche B F Term Loan Commitment. The Borrower Company may make only one borrowing under the Initial Tranche B F Term Loan Commitment which shall be on the Closing Effective Date. Any amount borrowed under this Section 2.1(a)(ii2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.12(a) and 2.122.13, all amounts owed hereunder with respect to the Initial Tranche B F Term Loans shall be paid in full no later than the Tranche F Term Loan Maturity Date applicable to such Initial Tranche B Term LoansDate. Each Lender’s Initial 's Tranche B F Term Loan Commitment shall terminate immediately and without further action on the Closing Effective Date after giving effect to the funding of such Lender’s Initial 's Tranche B F Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, each , (i) Each applicable Continuing Lender with severally agrees that the Existing Term Loans made by such Continuing Lender under the Existing First Lien Credit Agreement shall remain outstanding on an Initial after the Effective Date as “Tranche A C Term Loans” made pursuant to this Agreement in the same pro rata amount of such Continuing Lender’s Pro Rata Share of the Existing Term Loans and such Existing Term Loans shall on and after the Effective Date have all of the rights and benefits of Tranche C Term Loans as set forth in this Agreement and the other Credit Documents. (ii) Each Lender having a Tranche C Term Loan Commitment (other than a Continuing Lender except with respect to any amount of Tranche C Term Loan Commitment of such Continuing Lender in excess of the amount converted from Existing Term Loans pursuant to clause (i) above) severally agrees to make, lend to Company on the Closing Effective Date, one or more term loans (each, an “Initial a Tranche A C Term Loan”) to the Borrower in Dollars Loan in an amount equal to such Lender’s Initial Tranche A C Term Loan Commitment. The Borrower Company may make only one borrowing under the Initial Tranche A C Term Loan Commitment which shall be on the Closing Effective Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Tranche A C Term Loans shall be paid in full no later than the Tranche C Term Loan Maturity Date applicable to such Initial Tranche A Term LoansDate, respectively. Each Lender’s Initial Tranche A C Term Loan Commitment shall terminate immediately and without further action on the Closing Effective Date after giving effect to the funding of such Lender’s Initial Tranche A C Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial a Tranche A Term Loan”) Loan to the Borrower in Dollars an amount equal to such Lender’s Tranche A Term Loan Commitment; (ii) each Lender severally agrees to make, on the Closing Date, Tranche B Term Loans to Borrower in an amount equal to such Lender’s Initial Tranche A B Term Loan Commitment, such Loans to be provided in two drawings: (x) the Initial Draw Tranche B Term Loans and (y) the Second Draw Tranche B Term Loans; and (iii) each Lender severally agrees to make, on the Delayed Draw Funding Date, a Delayed Draw Term Loan to Borrower in an amount equal to such Lender’s Delayed Draw Commitment. The Borrower may make only one borrowing under the Initial Tranche A Term Loan Commitment Commitments, which shall be on the Closing Date. The Borrower may make two borrowings under the Initial Tranche B Term Loan Commitments, each of which shall be on the Closing Date. The Borrower may make only one borrowing under the Delayed Draw Commitments, which shall be on the Delayed Draw Funding Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than and the Maturity Date applicable to such Initial Tranche A Term Loans. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date applicable to such Initial and the Tranche B Term LoansLoan Maturity Date, respectively. Each Lender’s Tranche A Term Loan Commitment and Initial Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Tranche A Term Loan Commitment and Initial Tranche B Term Loan Commitment on such date (which, for purposes of the termination of the Initial Tranche B Term Loan Commitments, shall include the funding of the Initial Draw Tranche B Term Loans and the Second Draw Tranche B Term Loans to be funded by such Lender thereunder). Each Lender’s Delayed Draw Commitment shall terminate immediately and without further action on the Delayed Draw Commitment Termination Date, regardless of whether any Delayed Draw Term Loans are made on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, each Term Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial A) a Dollar Tranche A B Term Loan”) Loan to the U.S. Borrower in Dollars in an amount equal to such Lender’s Initial Dollar Tranche A B Term Loan Commitment and (B) a Euro Tranche B Term Loan to the Spanish Borrower in an amount equal to such Lender’s Euro Tranche B Term Loan Commitment. The Borrower Borrowers may make only one borrowing under each of the Initial Dollar Tranche A B Term Loan Commitment Commitments and the Euro Tranche B Term Loan Commitments, which shall be on the Closing Date. ​ ​ Each Lender may, at its option, make any Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided, that (i) respect to a Lender under the Euro Tranche B Term Loan that is a Spanish Qualifying Lender, such branch or Affiliate qualifies as a Spanish Qualifying Lender, and (ii) any exercise of such option shall not affect in any manner the obligation of the applicable Borrower to repay such Term Loan in accordance with the terms of this Agreement. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Dollar Tranche A B Term Loans and the Euro Tranche B Term Loans shall be paid in full no later than the Dollar Tranche B Term Loan Maturity Date applicable to such Initial and the Euro Tranche A B Term LoansLoan Maturity Date, respectively. Each Lender’s Initial Tranche A B Term Loan Commitment Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender▇▇▇▇▇▇’s Initial Tranche A B Term Loan Commitment Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date and on the Restatement Date, one or more term loans (each, an “Initial Tranche A Term Loan”) Loans to the Borrower in Dollars Companies an aggregate amount not to exceed such Lender’s Tranche A Term Loan Commitment; (ii) each Lender severally agrees to make, on the Restatement Date, a Tranche B Term Loan to the Companies in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment; and (iii) each Lender severally agrees to make at any time prior to the MDTL Commitment Termination Date one or more MDTL Term Loans to the Companies in an aggregate amount equal to such Lender’s MDTL Commitment. The Companies may make only two borrowings under the Tranche A Term Loan Commitment. The Borrower may make Commitment on the Closing Date and Restatement Date and only one borrowing under the Initial Tranche A B Term Loan Commitment which shall be on the Closing Restatement Date. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans, Tranche B Term Loans and MDTL Term Loans shall be paid in full no later than on the Maturity Date applicable to such Initial Tranche A Term LoansLoan Maturity Date, Tranche B Term Loan Maturity Date and MDTL Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each Lender’s Initial Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Restatement Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment and such Lender’s Tranche B Term Loan Commitment Commitment, if any, on such date. Each Lender’s MDTL Commitment shall terminate immediately and without further action on the MDTL Commitment Termination Date after giving effect to the funding of such Lender’s MDTL Commitment, if any, on such date. The Companies acknowledge and agree that (A) on the Closing Date, the Lenders severally made “Tranche A Term Loans” (as defined in the Prior Credit Agreement) in an aggregate principal amount equal to $40,000,000 (“Existing Tranche A Term Loans”), (B) as of the Restatement Date, the aggregate outstanding principal amount of the Tranche A Term Loans is equal to $40,000,000, and (C) the outstanding balance of such Existing Tranche A Term Loans shall continue to be outstanding hereunder as Tranche A Term Loans. After the amendment and restatement of the Prior Credit Agreement is given effect, an additional Tranche A Term Loan consisting of $25,500,000 aggregate principal amount of such Term Loan shall be advanced on the Restatement Date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial severally agrees to make, at any time prior to the Term Loan Commitment Termination Date, a Tranche A Term Loan Commitment to Company in an amount not to exceed such Lender’s Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial Tranche A Term Loan”) to Date and on the Borrower in Dollars in an amount equal to such Lender’s Initial date that the Tranche A Term Loan is made, a Tranche B Term Loan to Company in an aggregate amount not to exceed such Lender’s Tranche B Term Loan Commitment. The Borrower Company may make only one borrowing under the Initial Tranche A Term Loan Commitment which shall be at any time prior to the Term Loan Commitment Termination Date. Company may make a maximum of two borrowings under the Tranche B Term Loan Commitment, which, in the case of the initial Tranche B Term Loan borrowing, shall be on the Closing DateDate in an aggregate amount equal to $27,500,000, and, in the case of the second Tranche B Term Loan borrowing, shall be on the date that the Tranche A Term Loan is made. Any amount borrowed under this Section 2.1(a)(i2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) 2.11 and 2.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than and the Maturity Date applicable to such Initial Tranche A Term Loans. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date applicable to such Initial and the Tranche B Term LoansLoan Maturity Date, respectively. Each Lender’s Initial Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Initial Tranche B Term Loan Commitment Commitment, if any, on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, immediately after the conversion described in Section 2.1(a), (i) each Lender with an Initial a Tranche A Term Loan Commitment (other than Existing Lenders with Tranche A Term Loan Commitments) severally agrees to makemake by means of the purchase of part of the Term Loans from the Existing Lenders in accordance with Section 2.1(c), on the Closing Effective Date, one or more term loans (each, an “Initial a Tranche A Term Loan”) to the Borrower in Dollars Loan in an amount equal to such Lender’s Initial 's Tranche A Term Loan Commitment. The Borrower may make only one borrowing under the Initial ; and (ii) each Lender with a Tranche A B Term Loan Commitment which shall be (other than Existing Lenders with Tranche B Term Loan Commitments) severally agrees to make by means of the purchase of part of the Term Loans from the Existing Lenders in accordance with Section 2.1(c), on the Closing Effective Date. Any , a Tranche B Term Loan in an amount borrowed equal to such Lender's Tranche B Term Loan Commitment All Term Loans owing under this Section 2.1(a)(i) Agreement and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) 2.13 and 2.122.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the applicable Term Loan Maturity Date applicable to such Initial Tranche A Term LoansDate. Each Lender’s Initial Tranche A 's Term Loan Commitment shall terminate immediately and without further action on the Closing Effective Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date. Sections 2.1(a) and (ii) Subject b). Notwithstanding anything herein to the terms and conditions hereofcontrary, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Effective Date one or more term loans (each, an “Initial Tranche B Term Loan”) shall be the last day of the Interest Period applicable to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Existing Term Loans current as at the date of this Agreement and Borrower shall be paid select new Interest Periods as set forth in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such dateSection 2.8(b).

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial a Tranche A Term Loan”) Loan to the Borrower in Dollars Borrowers in an amount equal to such Lender’s Initial 's Tranche A Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche A Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) ; and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term Loans. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date.CREDIT AND GUARANTY AGREEMENT EXECUTION (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (eachDate, an “Initial a Tranche B Term Loan”) Loan to the Borrower in Dollars Borrowers in an amount equal to such Lender’s Initial 's Tranche B Term Loan Commitment. The Borrower Borrowers may make only one borrowing under each of the Initial Tranche A Term Loan Commitment and Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date applicable to such Initial and the Tranche B Term LoansLoan Maturity Date, respectively. Each Lender’s Initial 's Tranche A Term Loan Commitment and Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial 's Tranche A Term Loan Commitment and Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, each Term Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial A) a Dollar Tranche A B Term Loan”) Loan to the U.S. Borrower in Dollars in an amount equal to such Lender’s Initial Dollar Tranche A B Term Loan Commitment and (B) a Euro Tranche B Term Loan to the Spanish Borrower in an amount equal to such Lender’s Euro Tranche B Term Loan Commitment. The Borrower Borrowers may make only one borrowing under each of the Initial Dollar Tranche A B Term Loan Commitment Commitments and the Euro Tranche B Term Loan Commitments, which shall be on the Closing Date. Each Lender may, at its option, make any Term Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided, that (i) respect to a Lender under the Euro Tranche B Term Loan that is a Spanish Qualifying Lender, such branch or Affiliate qualifies as a Spanish Qualifying Lender, and (ii) any exercise of such option shall not affect in any manner the obligation of the applicable Borrower to repay such Term Loan in accordance with the terms of this Agreement. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Dollar Tranche A B Term Loans and the Euro Tranche B Term Loans shall be paid in full no later than the Dollar Tranche B Term Loan Maturity Date applicable to such Initial and the Euro Tranche A B Term LoansLoan Maturity Date, respectively. Each Lender’s Initial Tranche A B Term Loan Commitment Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A B Term Loan Commitment Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial A) a U.S. Tranche A Term Loan”) Loan to the U.S. Borrower in Dollars in an amount equal to such Lender’s Initial U.S. Tranche A Term Loan Commitment and (B) a Foreign Tranche A Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date, (A) a U.S. Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s U.S. Tranche B Term Loan Commitment and (B) a Foreign Tranche B Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche B Term Loan Commitment. The Borrower Borrowers may make only one borrowing under each of the Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term LoansLoan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial a Tranche A Term Loan”) Loan to the Borrower in Dollars Company in an amount equal to such Lender’s Initial 's Tranche A Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche A Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term Loans. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date.; and (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (eachDate, an “Initial a Tranche B Term Loan”) Loan to the Borrower in Dollars Company in an amount equal to such Lender’s Initial 's Tranche B Term Loan Commitment. The Borrower Company may make only one borrowing under each of the Initial Tranche A Term Loan Commitment and Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.12(a) and 2.122.13, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date applicable to such Initial and the Tranche B Term LoansLoan Maturity Date, respectively. Each Lender’s Initial 's Tranche A Term Loan Commitment and Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial 's Tranche A Term Loan Commitment and Tranche B Term Loan Commitment on such date.

Loan Commitments. (ia) Loan Commitments. Subject to the terms and conditions hereof, each Lender with an Initial Tranche A B Term Loan Commitment Lender severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial a Tranche A B Term Loan”) Loan to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche A B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche A B Term Loan Commitment Commitments, which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term Loans. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term LoansLoan Maturity Date. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date. (ii) Subject to the terms and conditions set forth herein, (x) the Additional Term B-1 Lender agrees to make to the Borrower a loan denominated in Dollars (together with each Loan converted from a Converted Tranche B Term Loan pursuant to clause (y) below, a “Tranche B-1 Term Loan”) equal to the Additional Tranche B-1 Term Commitment on the Amendment No. 2 Effective Date and (y) each Converted Tranche B Term Loan of each Amendment No. 2 Consenting Lender shall be converted into a Tranche B-1 Term Loan of such Lender effective as of the Amendment No. 2 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Tranche B Term Loan immediately prior to such conversion; provided that the Tranche B-1 Term B Loans shall initially consist of Eurodollar Loans. Amounts borrowed under this Section 2. 1(a)(ii) and repaid or prepaid may not be reborrowed. Tranche B-1 Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Loan Commitments. (i) Subject to the terms and conditions hereof, , (i) each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial x) a U.S. Tranche A Term Loan”) Loan to the U.S. Borrower in Dollars in an amount equal to such Lender’s Initial U.S. Tranche A Term Loan Commitment and (y) a Foreign Tranche A Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche A Term Loan Commitment; and (ii) each Lender severally agrees to make, on the Closing Date, (x) a U.S. Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s U.S. Tranche B Term Loan Commitment and (y) a Foreign Tranche B Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche B Term Loan Commitment. The Borrower the Borrowers may make only one borrowing under each of the Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a2.13(a) and 2.122.14, all amounts owed hereunder with respect to the Initial Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term LoansLoan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment Commitments and Tranche B Term Loan Commitments on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each 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 such Lender’s Initial Tranche B Term Loan Commitment on such date.