Common use of Conversion of Original Term Loans Clause in Contracts

Conversion of Original Term Loans. Subject to the terms and conditions hereof: (A) each Continuing U.S. Tranche A Lender severally agrees that the Original U.S. Tranche A Term Loans made by such Continuing Lender shall remain outstanding to the extent of (but not in excess of) such Continuing Lender’s U.S. Tranche A Term Loan Commitment on and after the Restatement Date as, and shall be deemed converted into, “U.S. Tranche A Term Loans” made pursuant to this Agreement, and such Continuing Lender’s Original U.S. Tranche A Term Loans shall to the extent so converted cease to exist as Original U.S. Tranche A Term Loans on the Restatement Date; (B) each Continuing Foreign Tranche A Lender severally agrees that the Original Foreign Tranche A Term Loans made by such Continuing Lender shall remain outstanding to the extent of (but not in excess of) such Continuing Lender’s Foreign Tranche A Term Loan Commitment on and after the Restatement Date as, and shall be deemed converted into, “Foreign Tranche A Term Loans” made pursuant to this Agreement, and such Continuing Lender’s Original Foreign Tranche A Term Loans shall to the extent so converted cease to exist as Original Foreign Tranche A Term Loans on the Restatement Date; (C) each Continuing U.S. Tranche B Lender severally agrees that the Original U.S. Tranche B Term Loans made by such Continuing Lender shall remain outstanding to the extent of (but not in excess of) such Continuing Lender’s U.S. Tranche B Term Loan Commitment on and after the Restatement Date as, and shall be deemed converted into, “U.S. Tranche B Term Loans” made pursuant to this Agreement, and such Continuing Lender’s Original U.S. Tranche B Term Loans shall to the extent so converted cease to exist as Original U.S. Tranche B Term Loans on the Restatement Date; and (D) each Continuing Foreign Tranche B Lender severally agrees that the Original Foreign Tranche B Term Loans made by such Continuing Lender shall remain outstanding to the extent of (but not in excess of) such Continuing Lender’s Foreign Tranche B Term Loan Commitment on and after the Restatement Date as, and shall be deemed converted into, “Foreign Tranche B Term Loans” made pursuant to this Agreement, and such Continuing Lender’s Original Foreign Tranche B Term Loans shall to the extent so converted cease to exist as Original Foreign Tranche B Term Loans on the Restatement Date. Each Original Term Loan of a Continuing Lender so converted pursuant to this Section 2.01(a)(i) shall be deemed to satisfy, dollar for dollar, such Continuing Lender’s obligation to make its respective analogous Term Loans on the Restatement Date. Such Original Term Loans as converted shall, on and after the Restatement Date, have all of the rights and benefits of the respective Term Loans as set forth in this Agreement and the other Loan Documents.

Conversion of Original Term Loans. (a) Subject to and upon the terms and conditions hereof:herein and of the Amended and Restated Credit Agreement, each Original Lender with a Tranche 3 Term Loan Commitment severally agrees to convert Original Term Loans in an aggregate principal amount of such Original Lender’s Tranche 3 Term Loan Commitment into a like outstanding principal amount of Tranche 3 Term Loans on the Amendment and Restatement Date. (Ab) Subject to and upon the terms and conditions herein and of the Amended and Restated Credit Agreement, each Continuing U.S. Original Lender with a Tranche A 4 Term Loan Commitment severally agrees to convert Original Term Loans in an aggregate principal amount of such Original Lender’s Tranche 4 Term Loan Commitment into a like outstanding principal amount of Tranche 4 Term Loans on the Amendment and Restatement Date. (c) Subject to and upon the terms and conditions herein and of the Amended and Restated Credit Agreement, each (i) Additional Tranche 3 Lender severally agrees that the Original U.S. to make Tranche A 3 Term Loans made by such Continuing to Borrower on the Amendment and Restatement Date in a principal amount not to exceed its Additional Tranche 3 Term Loan Commitment and (ii) Additional Tranche 4 Lender shall remain outstanding severally agrees to make Tranche 4 Term Loans to Borrower on the extent of (but Amendment and Restatement Date in a principal amount not in excess of) such Continuing Lender’s U.S. to exceed its Additional Tranche A 4 Term Loan Commitment on the Amendment and Restatement Date. Borrower shall prepay on the Amendment and Restatement Date all Original Term Loans of Non-Converting Original Lenders with the gross proceeds of such Tranche 3 Term Loans and Tranche 4 Term Loans. (d) Borrower shall pay all accrued and unpaid interest on the Original Term Loans to the Original Lenders to, but not including, the date of repayment thereof, such payment to be made on such date of repayment and, solely in the case of Non-Converting Original Lenders, shall include any breakage loss or expense under Section 3.05 of the Original Credit Agreement. The Amendment and Restatement Date shall be deemed the first day of a new Interest Period under the Amended and Restated Credit Agreement with respect to the Tranche 3 Term Loans and Tranche 4 Term Loans made on the Amendment and Restatement Date. (e) For avoidance of doubt, holders of the Tranche 3 Term Loans and Tranche 4 Term Loans shall be entitled to the same guarantees and security interests pursuant to the Loan Documents from and after the Amendment and Restatement Date as, and shall be deemed converted into, “U.S. Tranche A Term Loans” made pursuant as the benefits to this Agreement, and such Continuing Lender’s which the holders of Original U.S. Tranche A Term Loans shall had been entitled immediately prior to the extent so converted cease Amendment and Restatement Date. (f) Borrower hereby consents to exist as each Additional Tranche 3 Lender and Additional Tranche 4 Lender signatory hereto that is not also an Original U.S. Tranche A Lender becoming a Lender under the Amended and Restated Credit Agreement. (g) The Administrative Agent and the Lenders party hereto hereby waive the prepayment notice requirements set forth in Section 2.05(a)(i) of the Original Credit Agreement with respect to the prepayment of Original Term Loans on the Amendment and Restatement Date; (B) each Continuing Foreign Tranche A Lender severally agrees that the Original Foreign Tranche A Term Loans made by such Continuing Lender shall remain outstanding to the extent of (but not in excess of) such Continuing Lender’s Foreign Tranche A Term Loan Commitment on and after the Restatement Date as, and shall be deemed converted into, “Foreign Tranche A Term Loans” made pursuant to this Agreement, and such Continuing Lender’s Original Foreign Tranche A Term Loans shall to the extent so converted cease to exist as Original Foreign Tranche A Term Loans on the Restatement Date; (C) each Continuing U.S. Tranche B Lender severally agrees that the Original U.S. Tranche B Term Loans made by such Continuing Lender shall remain outstanding to the extent of (but not in excess of) such Continuing Lender’s U.S. Tranche B Term Loan Commitment on and after the Restatement Date as, and shall be deemed converted into, “U.S. Tranche B Term Loans” made pursuant to this Agreement, and such Continuing Lender’s Original U.S. Tranche B Term Loans shall to the extent so converted cease to exist as Original U.S. Tranche B Term Loans on the Restatement Date; and (D) each Continuing Foreign Tranche B Lender severally agrees that the Original Foreign Tranche B Term Loans made by such Continuing Lender shall remain outstanding to the extent of (but not in excess of) such Continuing Lender’s Foreign Tranche B Term Loan Commitment on and after the Restatement Date as, and shall be deemed converted into, “Foreign Tranche B Term Loans” made pursuant to this Agreement, and such Continuing Lender’s Original Foreign Tranche B Term Loans shall to the extent so converted cease to exist as Original Foreign Tranche B Term Loans on the Restatement Date. Each Original Term Loan of a Continuing Lender so converted pursuant to this Section 2.01(a)(i) shall be deemed to satisfy, dollar for dollar, such Continuing Lender’s obligation to make its respective analogous Term Loans on the Restatement Date. Such Original Term Loans as converted shall, on and after the Restatement Date, have all of the rights and benefits of the respective Term Loans as set forth in this Agreement and the other Loan Documents.

Conversion of Original Term Loans. Subject to the terms and conditions hereof: (A) each Continuing U.S. Tranche A Lender severally agrees that the Original U.S. Tranche A Term Loans made by such Continuing Lender shall remain outstanding to the extent of (but not in excess of) such Continuing Lender’s U.S. Tranche A Term Loan Commitment on and after the Restatement Date as, and shall be deemed converted into, “U.S. Tranche A Term Loans” made pursuant to this Agreement, and such Continuing Lender’s Original U.S. Tranche A Term Loans shall to the extent so converted cease to exist as Original U.S. Tranche A Term Loans on the Restatement Date; (B) each Continuing Foreign Tranche A Lender severally agrees that the Original Foreign Tranche A Term Loans made by such Continuing Lender shall remain outstanding to the extent of (but not in excess of) such Continuing Lender’s Foreign Tranche A Term Loan Commitment on and after the Restatement Date as, and | || shall be deemed converted into, “Foreign Tranche A Term Loans” made pursuant to this Agreement, and such Continuing Lender’s Original Foreign Tranche A Term Loans shall to the extent so converted cease to exist as Original Foreign Tranche A Term Loans on the Restatement Date; (C) each Continuing U.S. Tranche B Lender severally agrees that the Original U.S. Tranche B Term Loans made by such Continuing Lender shall remain outstanding to the extent of (but not in excess of) such Continuing Lender’s U.S. Tranche B Term Loan Commitment on and after the Restatement Date as, and shall be deemed converted into, “U.S. Tranche B Term Loans” made pursuant to this Agreement, and such Continuing Lender’s Original U.S. Tranche B Term Loans shall to the extent so converted cease to exist as Original U.S. Tranche B Term Loans on the Restatement Date; and (D) each Continuing Foreign Tranche B Lender severally agrees that the Original Foreign Tranche B Term Loans made by such Continuing Lender shall remain outstanding to the extent of (but not in excess of) such Continuing Lender’s Foreign Tranche B Term Loan Commitment on and after the Restatement Date as, and shall be deemed converted into, “Foreign Tranche B Term Loans” made pursuant to this Agreement, and such Continuing Lender’s Original Foreign Tranche B Term Loans shall to the extent so converted cease to exist as Original Foreign Tranche B Term Loans on the Restatement Date. Each Original Term Loan of a Continuing Lender so converted pursuant to this Section 2.01(a)(i) shall be deemed to satisfy, dollar for dollar, such Continuing Lender’s obligation to make its respective analogous Term Loans on the Restatement Date. Such Original Term Loans as converted shall, on and after the Restatement Date, have all of the rights and benefits of the respective Term Loans as set forth in this Agreement and the other Loan Documents.