Common use of Initial Loans Clause in Contracts

Initial Loans. (a) On the Second Restatement Date: (i) The Lenders shall be deemed to have assumed and purchased, and the Existing Lenders shall be deemed to have sold, assigned and transferred, in each case without recourse, the First Restatement Loans of the Existing Lenders to such extent as shall be necessary in order that, after giving effect to all such assumptions, purchases, sales, assignments and transfers and the making of the Loans contemplated by clause (a)(ii) below, each Lender shall have a Commitment that is equal to the amount set forth with respect to such Lender on a schedule held by Administrative Agent. Each Lender shall be deemed to have assumed and purchased the First Restatement Loans of the Existing Lenders ratably from the Existing Lenders, based, with respect to each Existing Lender, on the percentage of the total First Restatement Loans as of the Second Restatement Date represented by such Existing Lender’s First Restatement Loans as of such date. (ii) Company shall be deemed to have requested that each Lender make, and each Lender shall make, Loans in an amount equal to the excess of (A) the amount of the Commitment set forth with respect to such Lender on a schedule held by Administrative Agent over (B) the principal amount of Loans of such Lender outstanding on the Second Restatement Date after giving effect to the transactions referred to in clause (a)(i) above. (b) Administrative Agent shall pay the principal amount of all First Restatement Loans outstanding as of the Second Restatement Date, all interest accrued under the First Amended and Restated Credit Agreement on the First Restatement Loans to but excluding the Second Restatement Date, and all fees payable to the Existing Lenders under the First Amended and Restated Credit Agreement with respect to all periods ending prior to the Second Restatement Date from the proceeds of the Loans made or continued on the Second Restatement Date, and Administrative Agent shall distribute such amounts received by it to the Existing Lenders in accordance with their interests therein (in each case as set forth in the Funds Flow Memorandum and without a concomitant reduction in any of the Commitments under this Agreement). (c) All of the foregoing assumptions, purchases, sales, assignments, transfers and payments referred to in clauses (a) and (b) above shall be deemed to occur concurrent with the initial funding of the Loans and the effectiveness of the Commitments under this Agreement, in each case in accordance with the terms of this Agreement and the Funds Flow Memorandum. The parties hereby acknowledge that (i) Existing Lenders constituting “Requisite Lenders” (as defined in the First Amended and Restated Credit Agreement) have, in their capacities as Existing Lenders, consented to this Agreement for the purpose of amending and restating the First Amended and Restated Credit Agreement and have committed to be Lenders hereunder and (ii) all of the foregoing assignments of First Restatement Loans by Existing Lenders not participating as initial Lenders under this Agreement are being effectuated pursuant to and in accordance with Section 2.9. On and after the Second Restatement Date, the terms and conditions of each Lender’s Commitments and Loans, including any Commitments and Loans assumed and purchased pursuant to this Section 9.25, shall be as set forth in this Agreement, and such Commitments and Loans shall continue to be in effect and outstanding on the terms and conditions set forth in this Agreement.

Initial Loans. (a) On the Second Restatement Date: (i) The Lenders shall be deemed to have assumed and purchased, and the Existing Lenders shall be deemed to have sold, assigned and transferred, in each case without recourse, the First Restatement Loans of the Existing Lenders to such extent as shall be necessary in order that, after giving effect to all such assumptions, purchases, sales, assignments and transfers and the making of the Loans contemplated by clause (a)(ii) below, each Lender shall have a Commitment that is equal to the amount set forth with respect to such Lender on a schedule held by Administrative Agent. Each Lender shall be deemed to have assumed and purchased the First Restatement Loans of the Existing Lenders ratably from the Existing Lenders, based, with respect to each Existing Lender, on the percentage of the total First Restatement Loans as of the Second Restatement Date represented by such Existing Lender’s First Restatement Loans as of such date. (ii) Company shall be deemed to have requested that each Lender make, and each Lender shall make, Loans in an amount equal to the excess of (A) the amount of the Commitment set forth with respect to such Lender on a schedule held by Administrative Agent over (B) the principal amount of Loans of such Lender outstanding on the Second Restatement Date after giving effect to the transactions referred to in clause (a)(i) above. (b) Administrative Agent shall pay the principal amount of all First Restatement Loans outstanding as of the Second Restatement Date, all interest accrued under the First Amended and Restated Credit Agreement on the First Restatement Loans to but excluding the Second Restatement Date, and all fees payable to the Existing Lenders under the First Amended and Restated Credit Agreement with respect to all periods ending prior to the Second Restatement Date from the proceeds of the Loans made or continued on the Second Restatement Date, and Administrative Agent shall distribute such amounts received by it to the Existing Lenders in accordance with their interests therein (in each case as set forth in the Funds Flow Memorandum and without a concomitant reduction in any of the Commitments under this Agreement). (c) All of the foregoing assumptions, purchases, sales, assignments, transfers and payments referred to in clauses (a) and (b) above shall be deemed to occur concurrent with the initial funding of the Loans and the effectiveness of the Commitments under this Agreement, in each case in accordance with the terms of this Agreement and the Funds Flow Memorandum. The parties hereby acknowledge that (i) Existing Lenders constituting “Requisite Lenders” (as defined in the First Amended and Restated Credit Agreement) have, in their capacities as Existing Lenders, consented to this Agreement for the purpose of amending and restating the First Amended and Restated Credit Agreement and have committed to be Lenders hereunder and (ii) all of the foregoing assignments of First Restatement Loans by Existing Lenders not participating as initial Lenders under this Agreement are being effectuated pursuant Subject to and in accordance with Section 2.9. On and after the Second Restatement Date, the terms and conditions of each Lender’s Commitments and Loans, including any Commitments and Loans assumed and purchased pursuant to this Section 9.25, shall be as set forth in this Agreement, and such Commitments and Loans shall continue to be in effect and outstanding on upon the terms and conditions set forth herein, each Lender with a Dollar Commitment severally agrees to make, on the Borrowing Date, a term loan or term loans to the Borrower (each, a “Dollar Initial Loan” and, collectively, the “Dollar Initial Loans”), which Dollar Loans (x) shall be denominated in U.S. Dollars and (y) shall not be made (and shall not be required to be made) by any Dollar Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (x) the Dollar Initial Loans of such Lender to exceed the amount of its Dollar Commitment at such time and (y) the aggregate amount of Dollar Initial Loans to exceed the Total Dollar Commitment as then in effect. Once repaid, Dollar Initial Loans borrowed hereunder may not be reborrowed. (ii) Subject to and upon the terms and conditions set forth herein, each Euro Lender with a Euro Commitment severally agrees to make, on the Borrowing Date, a term loan or term loans to the Borrower (each, a “Euro Initial Loan” and, collectively, the “Euro Initial Loans”), which Euro Loans (x) shall be denominated in Euros and (y) shall not be made (and shall not be required to be made) by any Euro Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (x) the Euro Initial Loans of such Euro Lender to exceed the amount of its Euro Commitment at such time and (y) the aggregate amount of Euro Initial Loans to exceed the Total Euro Commitment as then in effect. Once repaid, Euro Initial Loans borrowed hereunder may not be reborrowed.

Initial Loans. The Borrower shall give the Agent an irrevocable prior written notice substantially in the form of Exhibit E (aa “Notice of Borrowing”) On by 11:00 a.m. on the Second Restatement Closing Date requesting that the Lenders make the Initial Loans and continue the Continued Loans as Base Rate Loans on such date (provided that the Borrower may request, no later than one (1) U.S. Government Securities Business Day prior to the Closing Date: (i) The , that the Lenders shall be deemed make the Additional Loans and continue the Continued Loans as SOFR Loans if the Borrower has delivered to have assumed the Agent a letter in form and purchased, and substance reasonably satisfactory to the Existing Agent indemnifying the Lenders shall be deemed to have sold, assigned and transferred, in each case without recoursethe manner set forth in Section 2.13 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the First Restatement Loans Agent shall promptly notify each Lender thereof. Not later than 1:00 p.m. on the Closing Date, each Additional Lender will make available to the Agent for the account of the Existing Lenders to such extent as shall be necessary Borrower, at the Agent’s office in order thatimmediately available funds, after giving effect to all such assumptions, purchases, sales, assignments and transfers and the making of the Loans contemplated by clause (a)(ii) below, each Lender shall have a Commitment that is equal to the amount set forth with respect to such Lender on a schedule held by Administrative Agent. Each Lender shall be deemed to have assumed and purchased the First Restatement Loans of the Existing Lenders ratably from the Existing Lenders, based, with respect to each Existing Lender, on the percentage of the total First Restatement Loans as of the Second Restatement Date represented by such Existing Lender’s First Restatement Loans as of such date. (ii) Company shall be deemed to have requested that each Lender make, and each Lender shall make, Loans in an amount equal to the excess of (A) the amount of the Commitment set forth with respect such Additional Loans to be made by such Lender on a schedule held by Administrative Agent over (B) the principal amount of Loans of such Lender outstanding Xxxxxx on the Second Restatement Date after giving effect Closing Date. The Borrower hereby irrevocably authorizes the Agent to the transactions referred to in clause (a)(i) above. (b) Administrative Agent shall pay the principal amount of all First Restatement Loans outstanding as of the Second Restatement Date, all interest accrued under the First Amended and Restated Credit Agreement on the First Restatement Loans to but excluding the Second Restatement Date, and all fees payable to the Existing Lenders under the First Amended and Restated Credit Agreement with respect to all periods ending prior to the Second Restatement Date from disburse the proceeds of the Additional Loans made in immediately available funds by wire transfer to such Person or continued on Persons as may be designated by the Second Restatement Date, and Administrative Agent Borrower in writing. Existing Loans of Continuing Lenders shall distribute such amounts received by it to the Existing Lenders in accordance with their interests therein (in each case automatically continue as set forth in the Funds Flow Memorandum and without a concomitant reduction in any of the Commitments under this Agreement). (c) All of the foregoing assumptions, purchases, sales, assignments, transfers and payments referred to in clauses (a) and (b) above shall be deemed to occur concurrent with the initial funding of the Continued Loans and the effectiveness of the Commitments under this Agreement, in each case in accordance with the terms of this Agreement and the Funds Flow Memorandum. The parties hereby acknowledge that (i) Existing Lenders constituting “Requisite Lenders” (as defined in the First Amended and Restated Credit Agreement) have, in their capacities as Existing Lenders, consented to this Agreement for the purpose of amending and restating the First Amended and Restated Credit Agreement and have committed to be Lenders hereunder and (ii) all of the foregoing assignments of First Restatement Loans by Existing Lenders not participating as initial Lenders under this Agreement are being effectuated pursuant to and in accordance with Section 2.9. On and after the Second Restatement Date, the terms and conditions of each Lender’s Commitments and Loans, including any Commitments and Loans assumed and purchased pursuant to this Section 9.25, shall be as set forth in this Agreement, and such Commitments and Loans shall continue to be in effect and outstanding on the terms Closing Date in a principal amount equal to such Existing Loans (or such lower amount as it is allocated by the Agent and conditions set forth in this Agreementnotified to such Continuing Lender on or prior to the Closing Date).

Initial Loans. (a) On To the Second Restatement Date: (i) The Lenders extent that, on the Amendment No. 3 Effective Date any Dollar Loans shall be deemed to outstanding under the Credit Agreement, the Borrower shall have assumed and purchasedborrowed from, and the Existing Lenders shall be deemed to have sold, assigned and transferred, in each case without recourse, the First Restatement Loans of the Existing Dollar Lenders (including the New Lenders, to the extent constituting Dollar Lenders) shall have made Dollar Loans to the Borrower, and (notwithstanding the provisions of Section 2.17(d) of the Credit Agreement requiring that prepayments be made ratably in accordance with the principal amounts of the Dollar Loans held by the Dollar Lenders) the Borrower shall have prepaid Dollar Loans held by the Dollar Lenders in such extent amounts as shall be necessary in order thatnecessary, together with accrued interest and any amounts payable under Sections 2.14 and 2.16 of the Credit Agreement, so that after giving effect to all such assumptionsDollar Loans and prepayments, purchasesthe Dollar Loans shall be held by the Dollar Lenders pro rata in accordance with the respective amounts of their Dollar Sub-Commitments (as modified hereby). In addition, sales, assignments and transfers and the making of the Loans contemplated by clause (a)(ii) below, each Lender shall have a Commitment that is equal to the amount set forth with respect to such Lender on a schedule held by Administrative Agent. Each Lender shall be deemed to have assumed and purchased the First Restatement Loans of the Existing Lenders ratably from the Existing Lenders, based, with respect to each Existing Lenderextent that, on the percentage of the total First Restatement Amendment No. 3 Effective Date any Multicurrency Loans as of the Second Restatement Date represented by such Existing Lender’s First Restatement Loans as of such date. (ii) Company in any Currency shall be deemed to outstanding under the Credit Agreement, the Borrower shall have requested that each Lender makeborrowed from, and each Lender of the Multicurrency Lenders (including the New Lenders, to the extent constituting Multicurrency Lenders) shall make, have made Multicurrency Loans in an amount equal such Currency to the excess Borrower, and (notwithstanding the provisions of (ASection 2.17(d) the amount of the Commitment set forth Credit Agreement requiring that prepayments be made ratably in accordance with respect to such Lender on a schedule held by Administrative Agent over (B) the principal amount amounts of the Multicurrency Loans of such Lender outstanding on Currency held by the Second Restatement Date Multicurrency Lenders) the Borrower shall have prepaid Multicurrency Loans held by the Multicurrency Lenders in such amounts as shall be necessary, together with accrued interest and any amounts payable under Sections 2.14 and 2.16 of the Credit Agreement, so that after giving effect to such Multicurrency Loans and prepayments, the transactions referred to Multicurrency Loans in clause (a)(i) above. (b) Administrative Agent shall pay the principal amount of all First Restatement Loans outstanding as of the Second Restatement Date, all interest accrued under the First Amended and Restated Credit Agreement on the First Restatement Loans to but excluding the Second Restatement Date, and all fees payable to the Existing Lenders under the First Amended and Restated Credit Agreement with respect to all periods ending prior to the Second Restatement Date from the proceeds of the Loans made or continued on the Second Restatement Date, and Administrative Agent shall distribute such amounts received by it to the Existing Lenders in accordance with their interests therein (in each case as set forth in the Funds Flow Memorandum and without a concomitant reduction in any of the Commitments under this Agreement). (c) All of the foregoing assumptions, purchases, sales, assignments, transfers and payments referred to in clauses (a) and (b) above Currency shall be deemed to occur concurrent with held by the initial funding of the Loans and the effectiveness of the Commitments under this Agreement, in each case Multicurrency Lenders pro rata in accordance with the terms respective amounts of this Agreement and the Funds Flow Memorandum. The parties hereby acknowledge that (i) Existing Lenders constituting “Requisite Lenders” their Multicurrency Sub-Commitments (as defined in the First Amended and Restated Credit Agreement) have, in their capacities as Existing Lenders, consented to this Agreement for the purpose of amending and restating the First Amended and Restated Credit Agreement and have committed to be Lenders hereunder and (ii) all of the foregoing assignments of First Restatement Loans by Existing Lenders not participating as initial Lenders under this Agreement are being effectuated pursuant to and in accordance with Section 2.9. On and after the Second Restatement Date, the terms and conditions of each Lender’s Commitments and Loans, including any Commitments and Loans assumed and purchased pursuant to this Section 9.25, shall be as set forth in this Agreement, and such Commitments and Loans shall continue to be in effect and outstanding on the terms and conditions set forth in this Agreementmodified hereby).

Initial Loans. (a) On Subject to the Second Restatement Date: (i) The Lenders shall be deemed to have assumed terms and purchased, and the Existing Lenders shall be deemed to have sold, assigned and transferred, in each case without recourse, the First Restatement Loans of the Existing Lenders to such extent as shall be necessary in order that, after giving effect to all such assumptions, purchases, sales, assignments and transfers and the making of the Loans contemplated by clause (a)(ii) belowconditions hereof, each Initial Lender shall have has made a Commitment that is equal loan to Borrower in the amount set forth with respect to out in Schedule 1.1(1)(a) (each an "Initial Loan" and collectively, the "Initial Loans") and has made related PIK Loans. The Initial Loans are term loans and thus are not revolving. Any Initial Loans which are repaid by the Borrower may not be reborrowed. The entire unpaid balance of the Initial Loans, the related PIK Loans and all other non-contingent Obligations in connection therewith shall be immediately due and payable in full in immediately available funds on the Maturity Date. The parties confirm that the Initial Loans and related PIK Loans are the same Obligations as the Term Loans and related PIK Loans (as such Lender on a schedule terms were defined in the Original Credit Agreement) held by Administrative Agent. Each Initial Lenders and that this Agreement, the Initial Loans and the related PIK Loans do not involve a novation of any Term Loans and related PIK Loans (as defined in the Original Credit Agreement) or a new advance of funds by any Lender shall be deemed to have assumed and purchased or any repayment or reissue by Borrower of any Term Loans or related PIK Loans (as such term was defined in the First Restatement Loans of the Existing Lenders ratably from the Existing Lenders, based, with respect to each Existing Lender, on the percentage of the total First Restatement Loans as of the Second Restatement Date represented by such Existing Lender’s First Restatement Loans as of such date. (ii) Company shall be deemed to have requested that each Lender make, and each Lender shall make, Loans in an amount equal to the excess of (A) the amount of the Commitment set forth with respect to such Lender on a schedule held by Administrative Agent over (B) the principal amount of Loans of such Lender outstanding on the Second Restatement Date after giving effect to the transactions referred to in clause (a)(i) aboveOriginal Credit Agreement). (b) Administrative Agent On the Closing Date, the Revolving Notes issued pursuant to the Original Credit Agreement shall be deemed to represent the Initial Loans. Each Revolving Note shall represent the obligation of Borrower to pay to an Initial Lender the amount of such Initial Lender's Initial Loans or, if less, the aggregate unpaid amount of such Initial Lender's Initial Loan Pro Rata Share of the Initial Loans made to Borrower, together with interest thereon as prescribed in Section 1.4. Borrower acknowledges and agrees that the aggregate principal amount stated to be outstanding set forth on each Revolving Note or in the Loan Accounts shall, absent manifest error, be presumptive evidence of the amounts due and owing to each Initial Lender by Borrower; provided that any failure to so record or any error in so recording or to issue a Revolving Note shall not limit or otherwise affect Borrower's duty to pay the principal amount of all First Restatement Loans outstanding as of the Second Restatement Date, all interest accrued under the First Amended and Restated Credit Agreement on the First Restatement Loans to but excluding the Second Restatement Date, and all fees payable to the Existing Lenders under the First Amended and Restated Credit Agreement with respect to all periods ending prior to the Second Restatement Date from the proceeds of the Loans made or continued on the Second Restatement Date, and Administrative Agent shall distribute such amounts received by it to the Existing Lenders in accordance with their interests therein (in each case as set forth in the Funds Flow Memorandum and without a concomitant reduction in any of the Commitments under this Agreement)Obligations. (c) All Each payment of principal with respect to the Initial Loans shall be paid to Administrative Agent for the ratable benefit of each Initial Lender, ratably in proportion to each such Initial Lender's Initial Loan Pro Rata Share of the foregoing assumptions, purchases, sales, assignments, transfers and payments referred to in clauses (a) and (b) above shall be deemed to occur concurrent with the initial funding of the Loans and the effectiveness of the Commitments under this Agreement, in each case in accordance with the terms of this Agreement and the Funds Flow Memorandum. The parties hereby acknowledge that (i) Existing Lenders constituting “Requisite Lenders” (as defined in the First Amended and Restated Credit Agreement) have, in their capacities as Existing Lenders, consented to this Agreement for the purpose of amending and restating the First Amended and Restated Credit Agreement and have committed to be Lenders hereunder and (ii) all of the foregoing assignments of First Restatement Loans by Existing Lenders not participating as initial Lenders under this Agreement are being effectuated pursuant to and in accordance with Section 2.9. On and after the Second Restatement Date, the terms and conditions of each Lender’s Commitments and Initial Loans, including any Commitments and Loans assumed and purchased pursuant to this Section 9.25, shall be as set forth in this Agreement, and such Commitments and Loans shall continue to be in effect and outstanding on the terms and conditions set forth in this Agreement.