Common use of Term Loans and Revolving Loans Clause in Contracts

Term Loans and Revolving Loans. Subject to the terms and conditions set forth herein, each Lender agrees to make a term loan (each, a “Term Loan”) to the Company on the Restatement Date in a principal amount in Dollars not exceeding its Term Loan Commitment. The Company may make only one borrowing under the Term Loan Commitments. Amounts borrowed under this Section 2.1.1(a) and subsequently repaid or prepaid may not be reborrowed. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, any Lender may (i) exchange, continue or rollover all or a portion of its “Term Loans” under and as defined in the Existing Credit Agreement in connection with this Agreement becoming effective pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent and such Lender or (ii) make all or a portion of its Term Loans pursuant to the reallocation mechanism set forth in Section 14.20. (a) Each Facility A Lender will make Facility A Revolving Loans on a revolving basis to the Borrowers from time to time before the Revolving Maturity Date in Dollars and/or one or more Facility A Currencies; provided that, upon giving effect to any such Facility A Revolving Loan, (a) the sum of the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (b) such Lender’s Facility A Revolving Credit Exposure shall not exceed such Lender’s Facility A Revolving Commitment and (c) the aggregate Facility A Revolving Credit Exposure shall not exceed the aggregate Facility A Revolving Commitment. Amounts borrowed under this Section 2.1.1(b) may be borrowed, repaid and reborrowed until the Revolving Maturity Date. (b) Each Facility B Lender will make Facility B Revolving Loans on a revolving basis to the Borrowers from time to time before the Revolving Maturity Date in Dollars and/or one or more Facility B Currencies; provided that, upon giving effect to any such Facility B Revolving Loan, (a) the sum of the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (b) such Lender’s Facility B Revolving Credit Exposure shall not exceed such Lender’s Facility B Revolving Commitment and (c) the aggregate Facility B Revolving Credit Exposure shall not exceed the aggregate Facility B Revolving Commitment. Amounts borrowed under this Section 2.1.1(c) may be borrowed, repaid and reborrowed until the Revolving Maturity Date.

Term Loans and Revolving Loans. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make a term loan (each, a “Term Loan”) to the Company on the Restatement Closing Date in a principal amount in Dollars not exceeding its Term Loan Commitment. The Company may make only one borrowing under the Term Loan Commitments. Amounts borrowed under this Section 2.1.1(a) and subsequently repaid or prepaid may not be reborrowed. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, any Lender may (i) exchange, continue or rollover all or a portion of its “Term Loans” under and as defined in the Existing Credit Agreement in connection with this Agreement becoming effective pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent and such Lender or (ii) make all or a portion of its Term Loans pursuant to the reallocation mechanism set forth in Section 14.20. (ab) Each Facility A Lender will make Facility A Revolving Loans loans on a revolving basis to the Borrowers (“Revolving Loans”) from time to time before the Revolving Maturity Date in Dollars and/or one or more Facility A Offshore Currencies; provided that, upon giving effect to any such Facility A Revolving Loan, (a) the sum of the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (b) such Lender’s Facility A Revolving Credit Exposure shall not exceed such Lender’s Facility A Revolving Commitment and (c) the aggregate Facility A Revolving Credit Exposure shall not exceed the aggregate Facility A Revolving Commitment; provided further that on the Closing Date after giving effect to any Credit Extensions with respect to Revolving Loans and Letters of Credit outstanding on such date the Revolving Commitment plus unrestricted cash on hand at the Company and its Subsidiaries (excluding proceeds of Revolving Loans and Letters of Credit) shall exceed the Revolving Credit Exposure by at least $250,000,000. Amounts borrowed under this Section 2.1.1(b) may be borrowed, repaid and reborrowed until the Revolving Maturity Date. (b) Each Facility B Lender will make Facility B Revolving Loans on a revolving basis to the Borrowers from time to time before the Revolving Maturity Date in Dollars and/or one or more Facility B Currencies; provided that, upon giving effect to any such Facility B Revolving Loan, (a) the sum of the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (b) such Lender’s Facility B Revolving Credit Exposure shall not exceed such Lender’s Facility B Revolving Commitment and (c) the aggregate Facility B Revolving Credit Exposure shall not exceed the aggregate Facility B Revolving Commitment. Amounts borrowed under this Section 2.1.1(c) may be borrowed, repaid and reborrowed until the Revolving Maturity Date.

Term Loans and Revolving Loans. (i) Subject to the terms and conditions set forth herein, each Tranche B Term Lender severally agrees to make a term single loan, or pursuant to a timely Conversion Notice delivered in accordance with clause (ii) below, elect to convert all or a portion of such Lender's existing Tranche B Term Loans under the Existing Senior Credit Agreement into a loan under this Agreement (eacheach such loan, a “"Tranche B Term Loan”") to the Company Borrower on the Restatement Closing Date and in a principal amount in Dollars an aggregate amount, not exceeding its to exceed such Tranche B Term Loan CommitmentLender's Tranche B Term Commitment on the Closing Date. The Company may make only one borrowing under Each Tranche B Term Borrowing by the Borrower made on the Closing Date shall consist of Tranche B Term Loan Loans made to the Borrower simultaneously by the Tranche B Term Lenders ratably according to their Tranche B Term Commitments. Amounts borrowed under this Section 2.1.1(a2.01(a) and subsequently repaid or prepaid may not be reborrowed. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, any Lender may . (i) exchangeIn connection with the making of the Tranche B Term Loans pursuant to clause (i) above, continue by delivering irrevocable written notice (a "Conversion Notice") to the Administrative Agent (in such form as the Administrative Agent may reasonably request) on or rollover prior to the Closing Date, each and every lender under the Existing Senior Credit Agreement which has confirmed its Tranche B Term Commitment pursuant to such Conversion Notice is hereby offered the opportunity to convert, and may elect to convert all or a portion of its “the outstanding principal amount of the Tranche B Term Loans” under and Loans (as such terms are defined in the Existing Senior Credit Agreement Agreement) held by such lender into Tranche B Term Loans hereunder in connection with a principal amount equal to the amount of the Tranche B Term Loans so converted (each such Tranche B Term Loan to the extent it is to be so converted, a "Converted Loan") and such Converted Loans shall be treated for all purposes hereunder as applying towards such lender's Tranche B Term Loans requested by the Borrower to be made on the Closing Date pursuant to clause (i) of this Section 2.01(a). (ii) On the Closing Date, the Converted Loans shall be converted for all purposes of this Agreement becoming effective pursuant to a cashless settlement mechanism approved by the Companyinto Tranche B Term Loans, and the Administrative Agent and such Lender or (ii) make all or a portion of its Term Loans pursuant to shall record in the reallocation mechanism set forth in Section 14.20. (a) Each Facility A Lender will make Facility A Revolving Loans on a revolving basis to the Borrowers from time to time before the Revolving Maturity Date in Dollars and/or one or more Facility A Currencies; provided that, upon giving effect to any such Facility A Revolving Loan, (a) the sum of Register the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Converted Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (b) such Lender’s Facility A Revolving Credit Exposure shall not exceed such Lender’s Facility A Revolving Commitment and (c) the aggregate Facility A Revolving Credit Exposure shall not exceed the aggregate Facility A Revolving Commitment. Amounts borrowed under this Section 2.1.1(b) may be borrowed, repaid and reborrowed until the Revolving Maturity Date. (b) Each Facility B Lender will make Facility B Revolving Loans on a revolving basis to the Borrowers from time to time before the Revolving Maturity Date in Dollars and/or one or more Facility B Currencies; provided that, upon giving effect to any such Facility B Revolving Loan, (a) the sum of the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (b) such Lender’s Facility B Revolving Credit Exposure shall not exceed such Lender’s Facility B Revolving Commitment and (c) the aggregate Facility B Revolving Credit Exposure shall not exceed the aggregate Facility B Revolving Commitment. Amounts borrowed under this Section 2.1.1(c) may be borrowed, repaid and reborrowed until the Revolving Maturity Date.converted into Tranche B

Term Loans and Revolving Loans. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make a term loan (each, a “Term Loan”) to the Company on the Restatement Date in a principal amount in Dollars not exceeding its Term Loan Commitment. The Company may make only one borrowing under the Term Loan Commitments. Amounts borrowed under this Section 2.1.1(a) and subsequently repaid or prepaid may not be reborrowed. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, any Lender may (i) exchange, continue or rollover all or a portion of its “Term Loans” under and as defined in the Existing Credit Agreement in connection with this Agreement becoming effective pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent and such Lender or (ii) make all or a portion of its Term Loans pursuant to the reallocation mechanism set forth in Section 14.20. (ab) Each Facility A Lender will make Facility A Revolving Loans on a revolving basis to the Borrowers from time to time before the Revolving Maturity Date in Dollars and/or one or more Facility A Currencies; provided that, upon giving effect to any such Facility A Revolving Loan, (a) the sum of the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (b) such Lender’s Facility A Revolving Credit Exposure shall not exceed such Lender’s Facility A Revolving Commitment and (c) the aggregate Facility A Revolving Credit Exposure shall not exceed the aggregate Facility A Revolving Commitment. Amounts borrowed under this Section 2.1.1(b) may be borrowed, repaid and reborrowed until the Revolving Maturity Date. (bc) Each Facility B Lender will make Facility B Revolving Loans on a revolving basis to the Borrowers from time to time before the Revolving Maturity Date in Dollars and/or one or more Facility B Currencies; provided that, upon giving effect to any such Facility B Revolving Loan, (a) the sum of the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (b) such Lender’s Facility B Revolving Credit Exposure shall not exceed such Lender’s Facility B Revolving Commitment and (c) the aggregate Facility B Revolving Credit Exposure shall not exceed the aggregate Facility B Revolving Commitment. Amounts borrowed under this Section 2.1.1(c) may be borrowed, repaid and reborrowed until the Revolving Maturity Date.

Term Loans and Revolving Loans. (i) Subject to the terms and conditions set forth herein, each Tranche B Term Lender severally agrees to make a term single loan, or pursuant to a timely Conversion Notice delivered in accordance with clause (ii) below, elect to convert all or a portion of such Senior Lender's existing Advances under the Existing Credit Agreements into a loan under this Agreement (eacheach such loan, a “"Tranche B Term Loan”") to the Company each Applicable Borrower on the Restatement Closing Date and in a principal an aggregate amount, together with the aggregate amount in Dollars of all Tranche B Term Loans made by such Tranche B Term Lender to the other Applicable Borrowers on the Closing Date, not exceeding its to exceed such Tranche B Term Loan CommitmentLender's Tranche B Term Commitment on the Closing Date. The Company may make only one borrowing under Each Tranche B Term Borrowing by any Borrower made on the Closing Date shall consist of Tranche B Term Loan Loans made to such Borrower simultaneously by the Tranche B Term Lenders ratably according to their Tranche B Term Commitments. Amounts borrowed under this Section 2.1.1(a2.01(a) and subsequently repaid or prepaid may not be reborrowed. Notwithstanding . (ii) In connection with the foregoing or anything else making of the Tranche B Term Loans pursuant to the contrary contained in this Agreement, any Lender may clause (i) exchangeabove, continue by delivering irrevocable written notice (a "Conversion Notice") to the Senior Administrative Agent (in such form as the Senior Administrative Agent may reasonably request) on or rollover prior to the Closing Date, each and every lender under the Existing Credit Agreements which has confirmed its Tranche B Term Commitment pursuant to such Conversion Notice is hereby offered the opportunity to convert, and may elect to convert all or a portion of its “the outstanding principal amount of the Revolving Advances, Term Loans” under A Advances and Term B Advances (as such terms are defined in the Existing Credit Agreement Agreements) held by such lender into Tranche B Term Loans hereunder in connection with this Agreement becoming effective a principal amount equal to the amount of the Advances so converted (each such Advance to the extent it is to be so converted, a "Converted Advance") and such Converted Advances shall be treated for all purposes hereunder as applying towards such lender's Tranche B Term Loans requested by the Applicable Borrowers to be made on the Closing Date pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent and such Lender or clause (iii) make all or a portion of its Term Loans pursuant to the reallocation mechanism set forth in this Section 14.202.01(a). (aiii) Each Facility A Lender will make Facility A Revolving Loans on a revolving basis to On the Borrowers from time to time before Closing Date, the Revolving Maturity Date Converted Advances shall be converted for all purposes of this Agreement into Tranche B Term Loans, and the Senior Administrative Agent shall record in Dollars and/or one or more Facility A Currencies; provided that, upon giving effect to any such Facility A Revolving Loan, (a) the sum of Register the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (b) such Lender’s Facility A Revolving Credit Exposure shall not exceed such Lender’s Facility A Revolving Commitment and (c) the aggregate Facility A Revolving Credit Exposure shall not exceed the aggregate Facility A Revolving Commitment. Amounts borrowed under this Section 2.1.1(b) may be borrowed, repaid and reborrowed until the Revolving Maturity Date. (b) Each Facility B Lender will make Facility B Revolving Loans on a revolving basis to the Borrowers from time to time before the Revolving Maturity Date in Dollars and/or one or more Facility B Currencies; provided that, upon giving effect to any such Facility B Revolving Loan, (a) the sum of the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (b) such Lender’s Facility B Revolving Credit Exposure shall not exceed such Lender’s Facility B Revolving Commitment and (c) the aggregate Facility B Revolving Credit Exposure shall not exceed the aggregate Facility B Revolving Commitment. Amounts borrowed under this Section 2.1.1(c) may be borrowed, repaid and reborrowed until the Revolving Maturity Date.Converted Advances converted into Tranche B