Common use of Loan Commitments Clause in Contracts

Loan Commitments. Subject to the terms and conditions hereof, each Term Lender severally agrees to make, on the Closing Date, (A) a Dollar Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s Dollar Tranche 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 Borrowers may make only one borrowing under each of the Dollar Tranche B Term Loan 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 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Dollar Tranche 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 and the Euro Tranche B Term Loan Maturity Date, respectively. Each Lender’s Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such ▇▇▇▇▇▇’s Tranche B Term Loan Commitments on such date.

Loan Commitments. Subject to the terms and conditions hereof, , (i) each Term Lender severally agrees to make, on the Closing Date, (A) a Dollar Tranche A Term Loan to the Foreign Borrower in an amount equal to such Lender’s Dollar Tranche A Term Loan Commitment and (B) a Euro Tranche A Term Loan to the Spanish Borrower in an amount equal to such Lender’s Euro 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 Dollar Tranche 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 Borrowers may make only one borrowing under each of the Dollar Tranche B A Term Loan Commitments, the Euro Tranche A Term Loan 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) with respect to a Lender under the Dollar Tranche A Term Loan that is an Irish Qualifying Lender, such branch or Affiliate qualifies as an Irish Qualifying Lender, (ii) with respect to a Lender under the Euro Tranche B A Term Loan that is a Spanish Qualifying Lender, such branch or Affiliate qualifies as a Spanish Qualifying Lender, and (iiiii) 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 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Dollar Tranche B A Term Loans, the Euro Tranche A Term Loans and the Euro Tranche B Term Loans shall be paid in full no later than the Dollar Tranche B A Term Loan Maturity Date, the Euro Tranche A Maturity Date and the Euro Tranche B Term Loan Maturity Date, respectively. Each Lender’s Tranche A Term Loan 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 Tranche A Term Loan Commitments and Tranche B Term Loan Commitments on such date.

Loan Commitments. Subject to the terms and conditions hereof, (i) each Term Take-Back Loan Lender severally agrees shall be deemed to make, have made the Take-Back Loans to the Borrower on the Closing Date, (A) a Dollar Tranche B in an aggregate amount equal to the amount of such Take-Back Loan Lender’s Allocated Amount at such time as set forth opposite such Take-Back Loan Lender’s name in Schedule 1.1A under the heading “Take-Back Term Loan Allocated Amount”, (ii) the Fronting Lender, pursuant to the U.S. Fronting Arrangement, agrees to make the Capital Raise New CoreCo Senior Term Loans to the Borrower on the Closing Date on behalf of each other Capital Raise New CoreCo Senior Term Loan Lender, in an amount equal not to such Lender’s Dollar Tranche B exceed the amount set forth in Schedule 1.1A under the heading “Senior Term Loan Commitment Commitment”, and (Biii) a Euro Tranche B the Fronting Lender, pursuant to the Fronting Arrangement, agrees to make the Capital Raise New CoreCo Junior Term Loans to the Borrower on the Closing Date on behalf of each other Capital Raise New CoreCo Junior Term Loan to the Spanish Borrower Lender in an amount equal not to such Lender’s Euro Tranche B exceed the amount set forth in Schedule 1.1A under the heading “Capital Raise New CoreCo Junior Term Loan Commitment”. The Borrowers may make only one borrowing under each Notwithstanding anything herein to the contrary, solely as between the Fronting Lender and the Fronting Assignee Lenders, any Loans funded by the Fronting Lender and any Commitments held by the Fronting Lender shall be subject to the Fronting Arrangement. Upon the deemed making of any Take-Back Loan pursuant to Section 2.1(a)(i), such Take-Back Loan shall be deemed issued with no OID. Upon the making of any Capital Raise New CoreCo Senior Term Loan pursuant to Section 2.1(a)(iii), such Capital Raise New CoreCo Senior Term Loan shall be issued with an OID equal to 4.0% of the Dollar Tranche B principal amount thereof. Upon the making of any Capital Raise New CoreCo Junior Term Loan Commitments and the Euro Tranche B pursuant to Section 2.1(a)(iv), such Capital Raise New CoreCo Junior Term Loan Commitments, which shall be on deemed issued with no OID. All Loans shall be denominated in Dollars. Each Lender’s Commitment shall automatically be reduced by the Closing Date. ​ ​ Each Lender may, at its option, make any Term amount of each Loan made (or deemed to have been made) 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 reduction to be effective immediately upon the funding of such option shall not affect in any manner Loan by such Lender (including, if applicable, the obligation of Fronting Lender pursuant to the applicable Fronting Arrangement) to the Borrower to repay such Term Loan in accordance with the terms of this Agreement. Any amount The Loans are not revolving in nature, and amounts borrowed (or deemed borrowed) under this Section 2.01(a) 2.1 and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14The Loans may be SOFR Loans or Base Rate Loans, all amounts owed hereunder with respect to the Dollar Tranche 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 and the Euro Tranche B Term Loan Maturity Date, respectivelyas provided herein. Each Lender’s Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such ▇▇▇▇▇▇’s Tranche B Term Loan Commitments on such date.ID: 4923-7560-1526 v.17.2 - MSW

Loan Commitments. Subject to the terms and conditions hereof, , (i) each Term Lender severally agrees to make, on the Closing Date, (A) a Dollar Tranche B A Term Loan to the U.S. Borrower in an amount equal to such Lender’s Dollar Tranche A Term Loan Commitment; (ii) each Lender severally agrees to make, on the Closing Date, Tranche B Term Loan Commitment and (B) a Euro Tranche B Term Loan Loans to the Spanish Borrower in an amount equal to such Lender’s Euro Initial Tranche 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 Borrowers Borrower may make only one borrowing under each of the Dollar Tranche B Term Loan Commitments and the Euro Tranche B A Term Loan Commitments, which shall be on the Closing Date. ​ ​ Each Lender may, at its option, The Borrower may 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 two borrowings under the Euro Initial Tranche B Term Loan that is a Spanish Qualifying LenderCommitments, such branch or Affiliate qualifies as a Spanish Qualifying Lendereach of which shall be on the Closing Date. The Borrower may make only one borrowing under the Delayed Draw Commitments, and (ii) any exercise of such option which shall not affect in any manner be on the obligation of the applicable Borrower to repay such Term Loan in accordance with the terms of this AgreementDelayed Draw Funding Date. Any amount borrowed under this Section 2.01(a2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Dollar Tranche B A Term Loans and the Euro Tranche B Term Loans shall be paid in full no later than the Dollar Tranche B A Term Loan Maturity Date and the Euro Tranche B Term Loan Maturity Date, respectively. Each Lender’s Tranche A Term Loan Commitment and Initial Tranche B Term Loan Commitments 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 Commitments 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. Subject to the terms and conditions hereof, , (i) (x) each Term applicable Continuing Lender severally agrees that the Existing Domestic Term Loans made by such Continuing Lender under the Existing First Lien Credit Agreement shall remain outstanding on an after the Effective Date as “Domestic Tranche C Term Loans” made pursuant to make, this Agreement in the same pro rata amount of such Continuing Lender’s Pro Rata Share of the Existing Domestic Term Loans and such Existing Domestic Term Loans shall on and after the Closing Date, Effective Date have all of the rights and benefits of Domestic Tranche C Term Loans as set forth in this Agreement and the other Credit Documents and (Ay) each Lender having a Dollar Domestic Tranche B C Term Loan Commitment (other than a Continuing Lender except with respect to any amount of Domestic Tranche C Term Loan Commitment of such Continuing Lender in excess of the amount converted from Existing Domestic Term Loans pursuant to clause (i)(x) above) severally agrees to lend to the U.S. Borrower in Dollars on the Effective Date, a Domestic Tranche C Term Loan in an amount equal to such Lender’s Dollar Tranche B C Term Loan Commitment Commitment; (ii) (x) each applicable Continuing Lender severally agrees that the Existing European Term Loan A made by such Continuing Lender under the Existing First Lien Credit Agreement shall remain outstanding on an after the Effective Date as “European Term Loan C1” made pursuant to this Agreement in the same pro rata amount of such Continuing Lender’s Pro Rata Share of the Existing European Term Loan A and such Existing European Term Loan A shall on and after the Effective Date have all of the rights and benefits of European Term Loan C1 as set forth in this Agreement and the other Credit Documents and (By) each Lender having a Euro Tranche B European Term Loan C1 Commitment (other than a Continuing Lender except with respect to any amount of European Term Loan C1 Commitment of such Continuing Lender in excess of the Spanish Borrower amount converted from the Existing European Term Loan A pursuant to clause (ii)(x) above) severally agrees to lend to EuroCo, on the Effective Date, a term loan in Euro in an amount equal to such Lender’s Euro Tranche B European Term Loan C1 Commitment; and (iii) (x) each applicable Continuing Lender severally agrees that the Existing European Term Loan B made by such Continuing Lender under the Existing First Lien Credit Agreement shall remain outstanding on an after the Effective Date as “European Term Loan C2” made pursuant to this Agreement in the same pro rata amount of such Continuing Lender’s Pro Rata Share of the Existing European Term Loan B and such Existing European Term Loan B shall on and after the Effective Date have all of the rights and benefits of European Term Loan C2 as set forth in this Agreement and the other Credit Documents and (y) each Lender having a European Term Loan C2 Commitment (other than a Continuing Lender except with respect to any amount of European Term Loan C2 Commitment of such Continuing Lender in excess of the amount converted from the Existing European Term Loan B pursuant to clause (iii)(x) above) severally agrees to lend to EuroHoldco, on the Effective Date, a term loan in Euro in an amount equal to such Lender’s European Term Loan C2 Commitment. The Borrowers applicable Borrower may make only one borrowing under each of the Dollar Domestic Tranche B C Term Loan Commitment and the European Term Loan Commitments and the Euro Tranche B Term Loan Commitments, which shall be on the Closing Effective 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 2.01(a2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Dollar Domestic Tranche B C Term Loans and the Euro Tranche B European Term Loans shall be paid in full no later than the Dollar Domestic Tranche B C Term Loan Maturity Date and the Euro Tranche B European Term Loan Maturity Date, respectively. Each Lender’s Domestic Tranche B C Term Loan Commitment and European Term Loan Commitments shall terminate immediately and without further action on the Closing Effective Date after giving effect to the funding of such ▇▇▇▇▇▇Lender’s Domestic Tranche B C Term Loan Commitment and European Term Loan Commitments on such date.

Loan Commitments. Subject to the terms and conditions hereof, each Term Lender severally agrees to make, on the Closing Date, (A) a Dollar Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s Dollar Tranche 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 Borrowers may make only one borrowing under each of the Dollar Tranche B Term Loan 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 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Dollar Tranche 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 and the Euro Tranche B Term Loan Maturity Date, respectively. Each Lender’s Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such ▇▇▇▇▇▇’s Tranche B Term Loan Commitments on such date.

Loan Commitments. Subject to the terms and conditions hereof, each Term Lender severally agrees to make, on the Closing Date, (A) a Dollar Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s Dollar Tranche 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 Borrowers may make only one borrowing under each of the Dollar Tranche B Term Loan 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 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Dollar Tranche 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 and the Euro Tranche B Term Loan Maturity Date, respectively. Each Lender’s 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 Tranche B Term Loan Commitments on such date.

Loan Commitments. Subject From time to time on any Business Day occurring from and after the Effective Date but prior to the terms Revolving Loan Commitment Termination Date, (a) each Lender that has a Revolving Loan Commitment (referred to as a “Revolving Loan Lender”) agrees that it will make (i) loans (relative to such Lender, its “Tranche A Loans”) in Dollars to the Borrowers and conditions hereof(ii) loans (relative to such Lender, each Term Lender severally agrees to make, on the Closing Date, (A) a Dollar its “Tranche B Term Loan Loans”) in Dollars to the U.S. Borrower Loan Note Issuers, in an amount each case, equal to such Lender’s Dollar Percentage of the aggregate amount of each Borrowing of the Revolving Loans requested by such Borrower to be made on such day; (b) the Swing Line Lender agrees that (i) it will make loans (its “Swing Line Loans”) in Dollars to the Borrowers equal to the principal amount of the Swing Line Loan requested by such Borrower to be made on such day and (ii) it will make loans (its “Other Currency Swing Line Loans”) in an Other Currency to the Borrowers equal to the principal amount of the Other Currency Swing Line Loans requested by such Borrower to be made on such date. The Commitment of the Swing Line Lender described in subclause (i) of clause (b) of this Section 2.1.1 is herein referred to as its “Swing Line Commitment” and the Commitment of the Swing Line Lender described in subclause (ii) of clause (b) of this Section 2.1.1 is herein referred to as its “Other Currency Swing Line Commitment”; (c) each Other Currency Lender (other than Participating Lenders, whose Other Currency Loans shall be made by the Administrative Agent in accordance with Section 2.3.3) agrees that it will make (i) loans (its “Tranche A Other Currency Loans”) in Other Currency to the Borrowers and (ii) loans (relative to such Lender, its “Tranche B Term Loan Commitment and (BOther Currency Loans”) a Euro Tranche B Term Loan in Other Currency to the Spanish Borrower Loan Note Issuers, in an amount each case, equal to such Lender’s Euro Tranche B Term Percentage of the aggregate amount of each Borrowing of the Other Currency Loans requested by such Borrower to be made on such day. The Commitment of each Other Currency Lender described in this clause is herein referred to as its “Other Currency Loan Commitment”. The On the terms and subject to the conditions hereof, the Borrowers may make only one borrowing under each of the Dollar Tranche B Term from time to time borrow, prepay and reborrow Loans. No Revolving Loan Commitments and the Euro Tranche B Term Loan Commitments, which shall be on the Closing Date. ​ ​ Each Lender may, at its option, may make any Term (a) Tranche A Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; providedif, 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 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Dollar Tranche 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 and the Euro Tranche B Term Loan Maturity Date, respectively. Each Lender’s Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to thereto, the funding aggregate outstanding principal amount of all Tranche A Loans plus such Revolving Loan Lender’s Percentage of the aggregate outstanding principal amount of all Tranche A Other Currency Loans would exceed the then existing Tranche A Loan Commitment Amount, (b) Tranche B Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Tranche B Loans plus the such Revolving Loan Lender’s Percentage of the aggregate outstanding principal amount of all Tranche B Other Currency Loans would exceed the then existing Tranche B Loan Commitment Amount, or (c) Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amounts of all Revolving Loans of such ▇▇▇▇▇▇Revolving Loan Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of all Other Currency Loans, Swing Line Loans and Other Currency Swing $$/BREAK/$$END Line Loans, plus such Lender’s Percentage of the aggregate amount of all Letter of Credit Outstandings and Loan Note Guaranty Obligations, would exceed such Lender’s Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender may not make Swing Line Loans or Other Currency SwingLine Loans if, after giving effect thereto, (a) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount, (b) the aggregate outstanding principal amount of all Other Currency Swing Line Loans would exceed the then existing the Other Currency Swing Line Commitment Amount or (c) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of the aggregate outstanding principal amount of all Swing Line Loans, Other Currency Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Percentage of the aggregate amount of Letter of Credit Outstandings and all Loan Note Guaranty Obligations plus the Swing Line Lender’s Percentage of the aggregate outstanding principal amount of all Other Currency Loans would exceed the Swing Line Lender’s Percentage of the then existing Revolving Loan Commitment Amount. Additionally, no Other Currency Lender may make any (a) Tranche A Other Currency Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Tranche A Other Currency Loans plus the aggregate outstanding principal amount of all Tranche A Loans would exceed the then existing Tranche A Other Currency Loan Commitment Amount, (b) Tranche B Term Other Currency Loan Commitments on if, after giving effect thereto, the aggregate outstanding principal amount of all Tranche B Other Currency Loans plus the aggregate outstanding principal amount of all Tranche B Loans would exceed the then existing Tranche B Other Currency Loan Commitment Amount, or (c) Other Currency Loans if, after giving effect thereto, unless otherwise agreed to by such dateOther Currency Lender, in its sole discretion, the sum of the aggregate outstanding principal amount of all Other Currency Loans and Revolving Loans made by such Other Currency Lender plus such Other Currency Lender’s Percentage of the aggregate amount of Letter of Credit Outstandings and all Loan Note Guaranty Obligations plus such Other Currency Lender’s Percentage of the aggregate outstanding principal amount of all Swing Line Loans and Other Currency Swing Line Loans would exceed the Other Currency Lender’s Percentage of the then existing Revolving Loan Commitment Amount.