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 (a) Subject to 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 upon 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 foregoingherein set forth, each Term A Lender severally agrees, agrees to make a term loan to the Borrower on the terms and conditions of this Agreement, Closing Date in the principal amount equal to make additional term loans such Lender's Term A Loan Commitment Amount. The Borrower shall not be entitled to reborrow any amounts repaid with respect to the Borrowers in Dollars on Term A Loans. (b) Each Term A Loan shall, at the Effective Date (provided option of the Borrower, be made or continued as, or converted into, one or more Borrowings that the same shall occur no later than the Term Loan Commitment Termination Date) in an consist entirely of Base Rate Loans or LIBOR Loans. The aggregate principal amount up of each Borrowing of Term A Loans comprised of LIBOR Loans shall be not less than $500,000 or a greater integral multiple of $100,000. At no time shall the total number of Borrowings of all Loans comprised of LIBOR Loans exceed eight in any case. (c) During the period commencing on the Closing Date and ending on December 31, 2004, the Borrower agrees to but not exceeding pay accrued interest on the Term A Loans in arrears in accordance with Section 5.02, through and including the Term A Loan Maturity Date. During -43 the period commencing on June 30, 2000 and thereafter, the Borrower agrees to make principal payments on the last day of each calendar quarter as set forth in the amortization schedule in Schedule 3.01. Each such payment of principal of the Term A Loans shall be applied first to Base Rate Loans comprising the Term A Loans to the full extent thereof, before application to LIBOR Loans comprising the Term A Loans. The entire outstanding principal amount of the Term A Commitment of such Lender (such Loans, together with all accrued and unpaid interest thereon, shall be due and payable in full on the "Loans" under the Existing Credit Agreement designated as Term Loans hereunder pursuant to the preceding paragraph, being herein called "Term A Loans")Loan Maturity Date. (d) The Borrower's obligation to pay the principal of, provided that in no event shall ------------ -------- and interest on, the aggregate principal amount of all Term A Loans exceed to each Term A Lender shall be evidenced by the aggregate amount records of the Agent and such Term A Lender and by the Term A Commitments as Note payable to such Term A Lender (or the assignee thereof) completed in effect on the Effective Date. Subject to the terms and conditions of conformity with 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 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 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.

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 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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’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 (i) Subject to the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically terms 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 conditions set forth in the Existing Credit Agreement) shall, by assignments from on the Original Term A Loan Funding Date the Term A Lenders party to, and as defined in, the Existing Lenders (which shall be deemed Credit Agreement as of such date made Term A Loans to occur automatically the Borrower in an aggregate principal amount set forth therein. Subject to the terms and conditions set forth in the Amendment and Restatement Agreement and this Agreement, on the Restatement Effective Date), acquire a portion Date (A) certain of the Term A Loans of the Existing Lenders so designated in party thereto severally agreed to continue 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 to be outstanding as a 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 Loan pursuant to the terms and conditions of this Agreement and the other Loan Documents and (includingB) certain of the Term A Lenders party thereto severally agreed to make, without limitationand have made, paragraph (d) below), the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Term A 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 Borrower 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 set forth therein. The Borrower and the amount Term A Lenders acknowledge the making of the Term A Commitment of such Lender (such Loans, together with the "Loans" Loans under the Existing Credit Agreement designated as Term Loans hereunder pursuant and under the Amendment and Restatement Agreement and agree that, to the preceding paragraphextent outstanding on the Restatement Effective Date, being herein called "Term A Loans"), provided that in no event shall ------------ -------- the aggregate principal amount of all such Term A Loans exceed the aggregate amount of the Term A Commitments as in effect on the Effective Date. Subject shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. (ii) Subject to the terms and conditions set forth in the Amendment and Restatement Agreement and this Agreement, each Delayed Draw Term A Lender severally agrees, pursuant to the Amendment and Restatement Agreement, to make a Delayed Draw Term A Loan to the Borrower in Dollars on the Effective Delayed Draw Funding Date the Borrowers may borrow the in a principal amount of the unutilized not exceeding such ▇▇▇▇▇▇’s Delayed Draw Term A Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter Loan Commitment. (iii) Amounts prepaid or repaid on the Borrowers may Credit Agreement ---------------- Convert Term A Loans of one Type into may not be reborrowed. The Term A Loans of another Type (may be Base Rate Loans, Term SOFR Loans or, if applicable pursuant to Section 3.03, Daily Simple SOFR Loans, or 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 Subject to and upon the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically terms and without any action on the part of any Person, be designated as Term A Loans hereunder and each conditions of the New Lenders that is a Term A Lender (2018 October Joinder Agreement 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 this 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 agree to make the Term A Loans hereunder ratably to the Borrower on the 2018 October Joinder Agreement Effective Date, which Term A Loans shall not exceed for any such Term A Lender the Term A Loan Commitment of such Lender and in the aggregate shall not exceed $200,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in accordance with their respective the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Term A Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Term A Loan Commitments. On the Effective Date Term A Loan Maturity Date, all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as then unpaid Term A Loans hereunder shall automatically be terminated and, subject repaid in full in Dollars. (b) Subject to and upon the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), the Borrowers shall be permitted herein set forth each Revolving Credit Lender severally agrees to Continue such "Loans" as Eurodollar make Revolving Credit Loans or to Convert such "Loans" into Base Rate Loans hereunder, denominated in each case as provided in Section 2.08 hereof. In addition Dollars to the foregoingBorrower from its applicable lending office (each, 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 Datea “Revolving Credit Loan”) in an aggregate principal amount up not to but exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Term A Commitment Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such Loansconsent not to be unreasonably withheld, together with conditioned or delayed), on the "Loans" under the Existing Credit Agreement designated as Term Loans hereunder pursuant earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the preceding paragraph, being herein called "Term A Loans"), tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that in no event shall ------------ -------- (x) to the extent that the amount of such reallocation would cause the aggregate principal amount of all Term A Loans credit exposure to exceed the aggregate amount of the Term A Commitments as in effect on the Effective Date. Subject such Non-Expiring Credit Commitments, immediately prior to the terms and conditions of this Agreement, on the Effective Date the Borrowers may borrow such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the unutilized Term A foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter at 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 maturity date of the same Type (Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as provided in Section 2.08 hereof)agreed between the Swingline Lender and the Borrower, without the consent of any other Person.