Common use of Term A Loans Clause in Contracts

Term A Loans. On the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically and without any action on the part of any Person, be designated as Term A Loans hereunder and each of the New Lenders that is a Term A Lender (and each Existing Lender, if any, whose relative proportion of Term A Commitments hereunder is increasing over the proportion of Existing Loans held by it under the Existing Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term A Loans of the Existing Lenders so designated in such amounts (and the Term A Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Term A Lenders shall hold the Term A Loans hereunder ratably in accordance with their respective Term A Commitments. On the Effective Date all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as Term A Loans hereunder shall automatically be terminated and, subject to the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Loans or to Convert such "Loans" into Base Rate Loans hereunder, in each case as provided in Section 2.08 hereof. In addition to the foregoing, each Term A Lender severally agrees, on the terms and conditions of this Agreement, to make additional term loans to the Borrowers in Dollars on the Effective Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in an aggregate principal amount up to but not exceeding the amount of the Term A Commitment of such Lender (such Loans, together with the "Loans" under the Existing Credit Agreement designated as Term Loans hereunder pursuant to the preceding paragraph, being herein called "Term A Loans"), provided that in no event shall ------------ -------- the aggregate principal amount of all Term A Loans exceed the aggregate amount of the Term A Commitments as in effect on the Effective Date. Subject to the terms and conditions of this Agreement, on the Effective Date the Borrowers may borrow the amount of the unutilized Term A Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Credit Agreement ---------------- Convert Term A Loans of one Type into Term A Loans of another Type (as provided in Section 2.08 hereof) or Continue Term A Loans of one Type as Term A Loans of the same Type (as provided in Section 2.08 hereof).

Term A Loans. On the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically and without any action on the part of any Person, be designated as Term A Loans hereunder and each of the New Lenders that is a Term A Lender (and each Existing Lender, if any, whose relative proportion of Term A Commitments hereunder is increasing over the proportion of Existing Loans held by it under the Existing Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term A Loans of the Existing Lenders so designated in such amounts (and the Term A Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Term A Lenders shall hold the Term A Loans hereunder ratably in accordance with their respective Term A Commitments. On the Effective Date all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as Term A Loans hereunder shall automatically be terminated and, subject Subject to the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Loans or to Convert such "Loans" into Base Rate Loans hereunder, in each case as provided in Section 2.08 hereof. In addition to the foregoingset forth herein, each Term A Lender severally agreesagrees to make (or continue, as applicable) a single term loan in Dollars (each, a “Term A Loan”) to the Borrower on the terms and conditions of this Agreement, to make additional term loans to the Borrowers in Dollars on the Amendment No. 3 Effective Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in an aggregate principal amount up not to but not exceeding the amount of the exceed such Lender’s Term A Commitment of such Commitment. Each Term A Lender (such Loans, together with the "Loans" outstanding Initial 2017 Term A Loans under the Existing Credit Agreement designated immediately prior to the effective time on the Amendment No. 3 Effective Date who elects to continue its Initial 2017 Term A Loans will be deemed to have converted its outstanding Initial 2017 Term A Loans as Term A Loans hereunder pursuant and in connection therewith agrees to the preceding paragraph, being herein called "continue all of its existing Initial 2017 Term A Loans"), provided that Loans outstanding on the Amendment No. 3 Effective Date as Term A Loans in no event shall ------------ -------- a principal amount equal to the aggregate principal amount of all such Term A Loans exceed so continued as set forth on Schedule 2.01(b)(i) hereto opposite such Lender’s name under the caption “Term A Loans”. Each Person (other than a Term A Lender with outstanding Initial 2017 Term A Loans choosing to continue such Loans) who agrees to make Term A Loans to the Borrower on the Amendment No. 3 Effective Date shall make Term A Loans in a principal amount equal to the amount set forth on Schedule 2.01(b)(i) hereto opposite such Lender’s name under the caption “Term A Loans”. The aggregate principal amount of Term A Loans made (or continued, as applicable) by the Term A Commitments Lenders and outstanding as in effect on of the Effective DateAmendment No. Subject to the terms and conditions of this Agreement, on the 3 Effective Date the Borrowers may borrow the amount of the unutilized is set forth on Schedule 2.01(b)(i) hereto. Amounts borrowed as a Term A Commitments by means Loan under this Agreement and repaid or prepaid may not be reborrowed. Term A Loans may consist of Base Rate Loans, Eurodollar Rate Loans, or Quoted Rate Loans or, in the case of Base Rate Loans and Eurodollar LoansRate Loans only, and thereafter the Borrowers may Credit Agreement ---------------- Convert Term A Loans of one Type into Term A Loans of another Type (a combination thereof, as further provided in Section 2.08 hereof) or Continue Term A Loans of one Type as Term A Loans of the same Type (as provided in Section 2.08 hereof)herein.

Term A Loans. On the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically and without any action on the part of any Person, be designated as Term A Loans hereunder and each of the New Lenders that is a Term A Lender (and each Existing Lender, if any, whose relative proportion of Term A Commitments hereunder is increasing over the proportion of Existing Loans held by it under the Existing Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term A Loans of the Existing Lenders so designated in such amounts (and the Term A Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Term A Lenders shall hold the Term A Loans hereunder ratably in accordance with their respective Term A Commitments. On the Effective Date all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as Term A Loans hereunder shall automatically be terminated and, subject Subject to the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), set forth in the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Loans or to Convert such "Loans" into Base Rate Loans hereunder, in each case as provided in Section 2.08 hereof. In addition to the foregoingAmended and Restated Credit Agreement, each “Term A Lender Lender” (as defined in the Amended and Restated Credit Agreement) severally agrees, made a single Term A Loan in U.S. Dollars to Holdings on the terms and conditions of this Agreement, to make additional term loans to the Borrowers in Dollars on the Effective Restatement Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in an aggregate principal amount up to but that did not exceeding exceed such Term A Lender’s “Term A Commitment” (as defined in the amount Amended and Restated Credit Agreement) as of the Term A Commitment of such Lender (such Loans, together with the "Loans" under the Existing Credit Agreement designated as Term Loans hereunder pursuant to the preceding paragraph, being herein called "Term A Loans"), provided that in no event shall ------------ -------- the aggregate principal amount of all Term A Loans exceed the aggregate amount of the Term A Commitments as in effect on the Effective Restatement Date. Subject to the terms and conditions set forth herein, each Term A Lender with a Term A Commitment as of this Agreement, the Second Restatement Date severally agrees to make a single Term A Loan in U.S. Dollars to Holdings on the Effective Second Restatement Date the Borrowers may borrow the in an aggregate amount not to exceed such Term A Lender’s Term A Commitment as of the unutilized Second Restatement Date. The Term A Borrowing made on the Restatement Date consisted of Term A Loans made simultaneously by the “Term A Lenders” (as defined in the Amended and Restated Credit Agreement) having “Term A Commitments” (as defined in the Amended and Restated Credit Agreement) in accordance with their respective “Applicable Percentage” (as defined in the Amended and Restated Credit Agreement) of the Term A Facility. The Term A Borrowing to be made on the Second Restatement Date shall consist of Term A Loans made simultaneously by the Term A Lenders having Term A Commitments by means in accordance with their respective Applicable Percentage of the Term A Facility. From and after the Second Restatement Date, the aggregate principal amount of outstanding Term A Loans shall not exceed $300,000,000. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans and or Eurodollar Rate Loans, and thereafter the Borrowers may Credit Agreement ---------------- Convert Term A Loans of one Type into Term A Loans of another Type (as further provided in Section 2.08 hereof) or Continue Term A Loans of one Type as Term A Loans of the same Type (as provided in Section 2.08 hereof)herein.

Term A Loans. On the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically and without any action on the part of any Person, be designated as Each Term A Loans hereunder and each of the New Lenders that is a Term A Lender (and each Existing Lender, if anyseverally and for itself alone, whose relative proportion of Term A Commitments hereunder is increasing over the proportion of Existing Loans held by it under the Existing Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term A Loans of the Existing Lenders so designated in such amounts (and the Term A Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Term A Lenders shall hold the Term A Loans hereunder ratably in accordance with their respective Term A Commitments. On the Effective Date all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as Term A Loans hereunder shall automatically be terminated and, subject to the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Loans or to Convert such "Loans" into Base Rate Loans hereunder, in each case as provided in Section 2.08 hereof. In addition to the foregoing, each Term A Lender severally hereby agrees, on the terms and subject to the conditions of this Agreementhereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make additional term loans a loan (each such loan, a “Term A Loan” and collectively, the “Term A Loans”) to the Borrowers in Dollars European Holdco on the Effective Initial Borrowing Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in an aggregate principal amount up equal to but not exceeding the amount of the Term A Commitment of such Lender Term A Lender. The Term A Loans (such Loans, together with the "Loans" under the Existing Credit Agreement designated as Term Loans hereunder i) shall be incurred by European Holdco pursuant to a single drawing, which shall be on the preceding paragraphInitial Borrowing Date, being herein called "Term A (ii) shall be denominated in Sterling and (iii) shall be made as Eurocurrency Loans with an initial Interest Period of one month and shall be maintained as Eurocurrency Loans"), provided that except as permitted by Administrative Agent in its sole discretion, no event shall ------------ -------- the aggregate principal amount of all incurrences of, or conversions into, Term A Loans exceed maintained as Eurocurrency Loans with an Interest Period in excess of one month (with all such Interest Periods ending on the aggregate amount same day during such period) may be effected prior to the earlier of (1) the 60th day after the Initial Borrowing Date and (2) that date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication (and resultant additions of institutions as Lenders pursuant to Section 12.8(c)) has been completed. Each Term A Lender’s Term A Commitment shall expire immediately and without further action on the Initial Borrowing Date if the Term A Commitments as in effect Loans are not made on the Effective Initial Borrowing Date. Subject to the terms and conditions of this Agreement, on the Effective Date the Borrowers may borrow the No amount of the unutilized a Term A Commitments Loan which is repaid or prepaid by means of Base Rate Loans and Eurodollar Loans, and thereafter the Borrowers European Holdco may Credit Agreement ---------------- Convert Term A Loans of one Type into Term A Loans of another Type (as provided in Section 2.08 hereof) or Continue Term A Loans of one Type as Term A Loans of the same Type (as provided in Section 2.08 hereof)be reborrowed hereunder.

Term A Loans. On the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically and without any action on the part of any Person, be designated as Term A Loans hereunder and each of the New Lenders that is a Term A Lender (and each Existing Lender, if any, whose relative proportion of Term A Commitments hereunder is increasing over the proportion of Existing Loans held by it under the Existing Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term A Loans of the Existing Lenders so designated in such amounts (and the Term A Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Term A Lenders shall hold the Term A Loans hereunder ratably in accordance with their respective Term A Commitments. On the Effective Date all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as Term A Loans hereunder shall automatically be terminated and, subject Subject to the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Loans or to Convert such "Loans" into Base Rate Loans hereunder, in each case as provided in Section 2.08 hereof. In addition to the foregoingset forth herein, each Term A Lender severally agreesagrees to make (or continue, as applicable) a single term loan in Dollars (each, a “Term A Loan”) to the Borrower on the terms and conditions of this Agreement, to make additional term loans to the Borrowers in Dollars on the Amendment No. 3 Effective Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in an aggregate principal amount up not to but not exceeding the amount of the exceed such Xxxxxx’s Term A Commitment of such Commitment. Each Term A Lender (such Loans, together with the "Loans" outstanding Initial 2017 Term A Loans under the Existing Credit Agreement designated immediately prior to the effective time on the Amendment No. 3 Effective Date who elects to continue its Initial 2017 Term A Loans will be deemed to have converted its outstanding Initial 2017 Term A Loans as Term A Loans hereunder pursuant and in connection therewith agrees to the preceding paragraph, being herein called "continue all of its existing Initial 2017 Term A Loans"), provided that Loans outstanding on the Amendment No. 3 Effective Date as Term A Loans in no event shall ------------ -------- a principal amount equal to the aggregate principal amount of all such Term A Loans exceed so continued as set forth on Schedule 2.01(b)(i) hereto opposite such Xxxxxx’s name under the caption “Term A Loans”. Each Person (other than a Term A Lender with outstanding Initial 2017 Term A Loans choosing to continue such Loans) who agrees to make Term A Loans to the Borrower on the Amendment No. 3 Effective Date shall make Term A Loans in a principal amount equal to the amount set forth on Schedule 2.01(b)(i) hereto opposite such Xxxxxx’s name under the caption “Term A Loans”. The aggregate principal amount of Term A Loans made (or continued, as applicable) by the Term A Commitments Lenders and outstanding as in effect of the Amendment No. 3 Effective Date is set forth on the Effective DateSchedule 2.01(b)(i) hereto. Amounts borrowed as a Term A Loan under this Agreement and repaid or prepaid may not be reborrowed. Subject to the terms and conditions of this AgreementSection 2.02(g), on the Effective Date the Borrowers may borrow the amount of the unutilized Term A Commitments by means Loans may consist of Base Rate Loans, Eurodollar Rate Loans, Term SOFR Loans, or Quoted Rate Loans or, in the case of Base Rate Loans and, Eurodollar Rate Loans and Eurodollar LoansTerm SOFR Loans only, and thereafter the Borrowers may Credit Agreement ---------------- Convert Term A Loans of one Type into Term A Loans of another Type (a combination thereof, as further provided in Section 2.08 hereof) or Continue Term A Loans of one Type as Term A Loans of the same Type (as provided in Section 2.08 hereof)herein.

Term A Loans. On the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically and without any action on the part of any Person, be designated as Term A Loans hereunder and each of the New Lenders that is a Term A Lender (and each Existing Lender, if any, whose relative proportion of Term A Commitments hereunder is increasing over the proportion of Existing Loans held by it under the Existing Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term A Loans of the Existing Lenders so designated in such amounts (and the Term A Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Term A Lenders shall hold the Term A Loans hereunder ratably in accordance with their respective Term A Commitments. On the Effective Date all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as Term A Loans hereunder shall automatically be terminated and, subject Subject to the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Loans or to Convert such "Loans" into Base Rate Loans hereunder, in each case as provided in Section 2.08 hereof. In addition to the foregoingset forth herein, each Term A Lender severally agreesagrees to make (or continue, as applicable) a single term loan in Dollars (each, a “Term A Loan”) to the Borrower on the terms and conditions of this Agreement, to make additional term loans to the Borrowers in Dollars on the RestatementAmendment No. 3 Effective Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in an aggregate principal amount up not to but not exceeding the amount of the exceed such Lender’s Term A Commitment of such Commitment. Each Term A Lender (such Loans, together with the "Loans" outstanding Initial 2017 Term A Loans under the Existing Credit Agreement designated immediately prior to the effective time on the RestatementAmendment No. 3 Effective Date who elects to continue its Initial 2017 Term A Loans will be deemed to have converted its outstanding Initial 2017 Term A Loans as Term A Loans hereunder pursuant and in connection therewith agrees to the preceding paragraph, being herein called "continue all of its existing Initial 2017 Term A Loans"), provided that Loans outstanding on the RestatementAmendment No. 3 Effective Date as Term A Loans in no event shall ------------ -------- a principal amount equal to the aggregate principal amount of all such Term A Loans exceed so continued as set forth on Schedule 2.01(b)(i) hereto opposite such Lender’s name under the caption “Term A Loans”. Each Person (other than a Term A Lender with outstanding Initial 2017 Term A Loans choosing to continue such Loans) who agrees to make Term A Loans to the Borrower on the RestatementAmendment No. 3 Effective Date shall make Term A Loans in a principal amount equal to the amount set forth on Schedule 2.01(b)(i) hereto opposite such Lender’s name under the caption “Term A Loans”. The aggregate principal amount of Term A Loans made (or continued, as applicable) by the Term A Commitments Lenders and outstanding as in effect on of the Effective DateRestatementAmendment No. Subject to the terms and conditions of this Agreement, on the 3 Effective Date the Borrowers may borrow the amount of the unutilized is set forth on Schedule 2.01(b)(i) hereto. Amounts borrowed as a Term A Commitments by means Loan under this Agreement and repaid or prepaid may not be reborrowed. Term A Loans may consist of Base Rate Loans, Eurodollar Rate Loans, or Quoted Rate Loans or, in the case of Base Rate Loans and Eurodollar LoansRate Loans only, and thereafter the Borrowers may Credit Agreement ---------------- Convert Term A Loans of one Type into Term A Loans of another Type (a combination thereof, as further provided in Section 2.08 hereof) or Continue Term A Loans of one Type as Term A Loans of the same Type (as provided in Section 2.08 hereof)herein.

Term A Loans. On the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically and without any action on the part of any Person, be designated as Term A Loans hereunder and each of the New Lenders that is Each Lender having a Term A Lender (and each Existing LenderLoan Commitment agrees, if any, whose relative proportion of Term A Commitments hereunder is increasing over the proportion of Existing Loans held by it under the Existing Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term A Loans of the Existing Lenders so designated in such amounts (and the Term A Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Term A Lenders shall hold the Term A Loans hereunder ratably severally in accordance with their respective its Term A Commitments. On Loan Commitment and not jointly with the Effective Date all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as other Lenders having Term A Loans hereunder shall automatically be terminated andLoan Commitments, upon the terms and subject to the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Loans or to Convert such "Loans" into Base Rate Loans hereunder, in each case as provided in Section 2.08 hereof. In addition to the foregoing, each Term A Lender severally agrees, on the terms and conditions of this Agreement, to make additional term loans a single loan to the Borrowers in Dollars on the Effective Closing Date (provided that the same shall occur no later than in a principal amount not to exceed the Term A Loan Commitment Termination of such Lender; provided, that if for any reason the full amount of such Lender’s Term A Loan Commitment is not fully drawn on the Closing Date) in an aggregate principal amount up , the undrawn portion thereof shall automatically be terminated. The Term A Loans may be, from time to but not exceeding time, Base Rate Borrowings or Eurodollar Borrowings or a combination thereof; provided, that on the amount Closing Date all Borrowings of the Term A Commitment Loans shall be Base Rate Borrowings unless the Borrowers have executed a funding indemnity letter in favor of such Lender (such Loans, together with the "Loans" under applicable Lenders in form and substance satisfactory to the Existing Credit Administrative Agent. The execution and delivery of this Agreement designated as Term Loans hereunder by the Borrowers and the satisfaction of all conditions precedent pursuant to Article III shall be deemed to constitute the preceding paragraph, being herein called "Term A Loans"), provided that in no event shall ------------ -------- Borrowers’ request to borrow the aggregate principal amount of all Term A Loans exceed on the aggregate amount of Closing Date. Once repaid, Term A Loans under the Term A Commitments as in effect on the Effective Date. Subject to the terms and conditions of this Agreement, on the Effective Date the Borrowers Loan Commitment may borrow the amount of the unutilized Term A Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Credit Agreement ---------------- Convert Term A Loans of one Type into Term A Loans of another Type (as provided in Section 2.08 hereof) or Continue Term A Loans of one Type as Term A Loans of the same Type (as provided in Section 2.08 hereof)not be reborrowed.

Term A Loans. On the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically and without any action on the part of any Person, be designated as Each Term A Loans hereunder and each of the New Lenders that is a Term A Lender (and each Existing Lender, if anyseverally and for itself alone, whose relative proportion of Term A Commitments hereunder is increasing over the proportion of Existing Loans held by it under the Existing Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term A Loans of the Existing Lenders so designated in such amounts (and the Term A Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Term A Lenders shall hold the Term A Loans hereunder ratably in accordance with their respective Term A Commitments. On the Effective Date all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as Term A Loans hereunder shall automatically be terminated and, subject to the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Loans or to Convert such "Loans" into Base Rate Loans hereunder, in each case as provided in Section 2.08 hereof. In addition to the foregoing, each Term A Lender severally hereby agrees, on the terms and subject to the conditions of this Agreementhereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make additional term loans a loan (each such loan, a "Term A Loan" and collectively, the "Term A Loans") to the Borrowers in Dollars European Holdco on the Effective Initial Borrowing Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in an aggregate principal amount up equal to but not exceeding the amount of the Term A Commitment of such Lender Term A Lender. The Term A Loans (such Loans, together with the "Loans" under the Existing Credit Agreement designated as Term Loans hereunder i) shall be incurred by European Holdco pursuant to a single drawing, which shall be on the preceding paragraphInitial Borrowing Date, being herein called "Term A (ii) shall be denominated (euro)120,000,000 in Euros and (pound)79,000,000 in Sterling and (iii) shall be made as Eurocurrency Loans with Interest Periods of seven days and shall be maintained as Eurocurrency Loans"), provided that except as permitted by Administrative Agent in its sole discretion, no event shall ------------ -------- the aggregate principal amount of all incurrences of, or conversions into, Term A Loans exceed maintained as Eurocurrency Loans with an Interest Period in excess of seven days (with all such Interest Periods ending on the aggregate same day during such period) may be effected prior to the earlier of (1) the 60th day after the Initial Borrowing Date and (2) that date (the "Syndication Date") upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication (and resultant additions of institutions as Lenders pursuant to Section 12.8(c)) has been completed. Each Term A Lender's Term A Commitment shall expire immediately and without further action on the Initial Borrowing Date if the Term Loans are not made on the Initial Borrowing Date. No amount of the a Term A Commitments as in effect on the Effective Date. Subject to the terms and conditions of this Agreement, on the Effective Date the Borrowers Loan which is repaid or prepaid by European Holdco may borrow the amount of the unutilized Term A Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Credit Agreement ---------------- Convert Term A Loans of one Type into Term A Loans of another Type (as provided in Section 2.08 hereof) or Continue Term A Loans of one Type as Term A Loans of the same Type (as provided in Section 2.08 hereof)be reborrowed hereunder.