Common use of The Commitments Clause in Contracts

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, a term loan (each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (ii) shall be made by each Bank in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a an Initial Sub-Tranche 1 Term Loan Commitment severally agrees to make a term loan or term loans (A) in the case of each Continuing Bankor, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)1.01(a)(ii), and/or (B) elects to make, on the Restatement Effective Date, convert all or a portion of such Lender's Existing Term Loans into a term loan or term loans) (each, a each an "Initial Sub-Tranche 1 Term Loan" and, collectively, the "Term LoansInitial Xxx-Xxxxxxx 0 Xxxx Xxxxx") to the BorrowerBorrowers, which Initial Sub-Tranche 1 Term Loans (i) shall be joint and several obligations of each of the Borrowers, (ii) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (iii) shall, at the option of the BorrowerBorrowers, be Base Rate Loans or or, subject to Section 1.14, Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Initial Sub-Tranche 1 Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiiv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Initial Sub-Tranche 1 Term Loan Commitment of such Bank Lender on such date the Initial Borrowing Date (before giving effect to any reductions thereto termination thereof on such date the Initial Borrowing Date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii3.03(b)). Once prepaid or repaid, Initial Sub-Tranche 1 Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank Lender with a an Initial Multiple Draw A Term Loan Commitment severally agrees (A) in the case of to make on each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche Initial Multiple Draw A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Loan Borrowing Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, a term loan or term loans (each, a each an "Initial Multiple Draw A Term Loan" and, collectively, the "Initial Multiple Draw A Term Loans") to the Borrower, which Initial Multiple Draw A Term Loans (i) only may be incurred on and after the Initial Borrowing Date and prior to the Term Loan Commitment Termination Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), -------- all Initial Multiple Draw A Term Loans comprising the same Borrowing shall at all times be of the same Type and (iiB) no Initial Multiple Draw A Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day following the Initial Borrowing Date and (2) the Syndication Date, and (iii) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Initial Multiple Draw A Term Loan Commitment of such Bank Lender on any such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))Initial Multiple Draw A Term Loan Borrowing Date. Once repaid, Initial Multiple Draw A Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Initial Borrowing Date and on the DVI Payment Date (so long as the DVI Payment Date occurs prior to the Term Loan Commitment Termination Date), a term loan (each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall, at the option of the Borrower, shall be Base Rate Loans or Eurodollar Loans, ; provided that, that (x) except as otherwise specifically provided in -------- Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall be made by each Bank not exceed for any Bank, in that initial aggregate principal amount, that amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to which equals the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i), 3.03(b)(iii) and 3.03(b)(v) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii) and 3.03(b)(iv))) less such Bank's Term Loan Commitment Percentage of the Blocked Commitment; provided, -------- however that Term Loans made after the Initial Borrowing Date shall be made from ------- the Blocked Commitment for each Bank and shall be in an amount equal to such Bank's Term Loan Commitment Percentage of the Blocked Commitment. Once repaid, Term Loans incurred hereunder may not be reborrowed. In addition, on the Restatement Effective Date, the Borrower and Banque Paribas agree that $2 million of the Acquisition Loans which had been made pursuant to the Original Credit Agreement prior to the Restatement Effective Date shall be deemed automatically converted into an additional Borrowing of Term Loans.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) only may be incurred by the Borrower on the Initial Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (iiB) unless the Agent has determined (and has notified the Borrower) that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Effective Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the Initial Borrowing Date or on or prior to the sixth Business Day after the Initial Borrowing Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing) and (iii) shall be made by each such Bank in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to which does not exceed the Term Loan Commitment of such Bank on such date the Initial Borrowing Date (before giving effect to any reductions thereto the termination thereof on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank Lender with a an A Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, a each an "A Term Loan" and, collectively, the "A Term Loans") to the Borrower, which A Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as -------- otherwise specifically provided in Section 1.10(b), all A Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless either the Administrative Agent has otherwise determined in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, A Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding B Term Loans that are maintained as Eurodollar Loans and all outstanding Revolving Loans that are maintained as Euro Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the A Term Loan Commitment of such Bank Lender on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))the Initial Borrowing Date. Once repaid, A Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinherein (including Section 1.14), each Bank Lender with a B Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, that it shall be deemed to convert into Term Loans (as hereinafter defined)have made, on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Escrow Release Date (if same occurs before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iithe Deadline as set forth in the Escrow Agreement)), and/or (B) to make, on the Restatement Effective Date, a term loan or term loans (each, each a "B Term Loan" and, collectively, the "B Term Loans") to the BorrowerBorrower in an amount equal to such B Term Loan Lender's B Term Loan Percentage of the aggregate amount of funds deposited in the Escrow Account on the Escrow Deposit Date as contemplated by Section 1.14, which B Term Loans (i) shall be incurred by the Borrower pursuant to a single incurrence on the Escrow Release Date for the purposes described in Section 7.08(a), (ii) shall be denominated in U.S. Dollars, (iii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type and (iiB) unless the Agents otherwise agree in their respective sole discretion or the Agents have determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be made by each Bank in that initial aggregate principal amount applicable), (whichx) prior to the third Business Day after the Escrow Deposit Date, in the case of each Continuing Bank, shall include the principal amount of B Term Loans may only be incurred and maintained as Base Rate Loans and (y) thereafter, and until the 90th day after the Escrow Deposit Date, B Term Loans may only be incurred and maintained as, and/or converted pursuant into, Eurodollar Loans, so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to clause an Interest Period of one month which begins and ends on the same day and (Aiv) above) as is equal to shall not exceed for any Lender, that amount which equals the B Term Loan Commitment of such Bank Lender as in effect on such date (before giving effect the Escrow Release Date. Notwithstanding anything to any reductions thereto on such date the contrary contained above, if the Borrower has selected a one month Interest Period for the determination of interest pursuant to Section 3.03(b)(i) but 7 of the Escrow Agreement which Interest Period, in accordance with its terms, will expire after giving effect to any reductions thereto the Initial Borrowing Date, then all B Term Loans incurred on or prior to such date the Initial Borrowing Date shall be Eurodollar Loans with an Interest Period which terminates on the last day of the Interest Period so selected, and then in existence, pursuant to Section 3.03(b)(ii)the Escrow Agreement until the termination thereof (with the applicable Eurodollar Rate as determined for such Interest Period for purposes of the Escrow Agreement to continue to be applicable until the end of such Interest Period, while the pricing shall otherwise be determined in accordance with the relevant requirements of this Agreement). Once repaid, B Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a an A Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Initial Borrowing Date, a term loan or term loans (each, a each an "A Term Loan" and, collectively, the "A Term Loans") to the Borrower, which A Term Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all A Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) until the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), A Term Loans may only be incurred and maintained as Base Rate Loans or, if Interest Periods of one week are available in accordance with the relevant provisions of Section 1.09, Eurodollar Loans with one-week Interest Periods, (ii) shall be made by each Bank in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted incurred pursuant to clause a single drawing on the Initial Borrowing Date, (iii) shall be denominated in Dollars and (iv) shall not exceed (A) above) as is equal to for any Lender, that amount which equals the A Term Loan Commitment of such Bank Lender as in effect on such date the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to any reductions thereto the termination thereof on such date pursuant to Section 3.03(b)(i3.03(b)) but and (B) for all Lenders, the Total A Term Loan Commitment as in effect on the Initial Borrowing Date (after giving effect to any reductions thereto termination thereof pursuant to Section 3.03(a), but before giving effect to the termination thereof on or prior to such date pursuant to Section 3.03(b)(ii3.03(b)). Once repaid, A Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a an Initial Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, a "an “Initial Term Loan" ” and, collectively, the "“Initial Term Loans"”) to the Borrower, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless the Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than one Borrowing of Initial Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Initial Borrowing Date, which Borrowing of Eurodollar Loans may only have an Interest Period of one month and which may only be made within five Business Days after the Initial Borrowing Date, and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Initial Term Loan Commitment of such Bank Lender on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))the Initial Borrowing Date. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed.

The Commitments. (aa)(A) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees (AI) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A the Existing US Term Loans made by such Continuing Bank each Existing Lender to the US Borrower pursuant to the Original Existing Credit Agreement shall be continued, and shall remain outstanding on the Restatement 9 Effective Date as Borrowings of term loans hereunder in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing 7,176,979.63 Dollars and (II) each Bank and so outstanding or (y) such Continuing Bank's with an A-1 Term Loan Commitment as in effect severally agrees to make on the Restatement Effective Date a term loan or term loans (together with each of the Existing US Term Loans continued pursuant to clause (I) above, each an "A-1 Term Loan" and collectively, the "A-1 Term Loans") to the US Borrower, which A-1 Term Loans shall (i) be made and maintained in Dollars, (ii) at the option of the US Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Eurodollar Loans having such Interest Periods as are selected by the US Borrower pursuant to Section 1.09, provided that prior to the Syndication Date, A-1 Term Loans may only be incurred and maintained as or converted into Eurodollar Loans if the Interest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, and (iii) in the case of those incurred pursuant to clause (II) above, not exceed for any Bank, in initial aggregate principal amount, that amount which equals the A-1 Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, a term loan (each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (ii) shall be made by each Bank in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii3.03(b)). Once repaid, A-1 Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) only may be incurred by the Borrower on the Initial Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided provived that, (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (iiB) unless the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 14th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one week which begins and ends on the same day, and (iii) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to which does not exceed the Term Loan Commitment of such Bank Lender on such date the Initial Borrowing Date (before giving effect to any reductions thereto the termination thereof on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii3.03(b)). Once repaid, Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a B Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, a "“B Term Loan" ” and, collectively, the "“B Term Loans"”) to the U.S. Borrower, which B Term Loans (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless the Administrative Agent otherwise agrees in its sole discretion or has reasonably determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may be incurred and maintained as, and/or converted into, Eurodollar Loans only so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the B Term Loan Commitment of such Bank Lender on such date the Initial Borrowing Date (before giving effect to any reductions thereto on such date the termination thereof pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii3.03(b)). Once repaid, B Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees agrees, (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined)Revolving Loans, on the Restatement Effective Date, Original Tranche A Term Existing Revolving Loans made by such Continuing Bank to the Borrower pursuant to the Original Existing Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of amount set forth on Schedule I and/or (xB) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank at any time and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect from time to time on and after the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or and prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Revolving Loan Maturity Date, to make a term revolving loan or revolving loans (each, a "Term Revolving Loan" ", and, collectively, the "Term Revolving Loans") to the Borrower, which Term Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, (x) except as otherwise specifically provided in Section 1.10(b), all Term Revolving Loans comprising the same Borrowing shall at all times be of the same Type Type, and (y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, provided however, in the event the Borrower has elected to convert any Borrowing of Base Rate Loans into Eurodollar Loans, then no additional Borrowings of Eurodollar Loans under this Section 1.01 shall be permitted), (ii) may be repaid and reborrowed in accordance with the provisions hereof and (iii) shall be made by each not exceed for any Bank in that initial aggregate principal amount at any time outstanding (which, in the case of each Continuing Bank, shall include the principal amount of Term Existing Revolving Loans converted pursuant to clause (A) above) as is equal to that aggregate principal amount which equals the Term Revolving Loan Commitment of such Bank on at such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans incurred hereunder may not be reborrowedtime.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a an A–1 Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, a "each an “A-1 Term Loan" ” and, collectively, the "“A-1 Term Loans"”) to the Borrower, which A-1 Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all A-1 Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless either the Agents otherwise agree in their sole discretion or have determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, A-1 Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all other outstanding Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the A-1 Term Loan Commitment of such Bank Lender on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))the Initial Borrowing Date. Once repaid, A-1 Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined)make, on the Third Restatement Effective Date, Original Tranche A a term loan or term loans (each a "Term Loan" and collectively the "Term Loans") to the Borrower, which Term Loans made by such Continuing Bank pursuant (i) shall, at the option of the Borrowers, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Term Loans to be maintained as Eurodollar Loans may be incurred or maintained prior to the Original Credit Agreement 30th day after the Third Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and outstanding may only be made on the Third Restatement 9 Effective Date Date), (ii) shall equal for each Bank, in an initial aggregate principal amount, an amount equal to which equals the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect of such Bank on the Third Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, a term loan (each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (iiiii) shall be made by each Bank in that initial aggregate principal amount (which, in the case joint and several obligations of each Continuing Bank, shall include of the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))Borrowers. Once repaid, Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, with the first such Interest Period to begin no sooner than three Business Days after the Initial Borrowing Date, and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to which does not exceed the Term Loan Commitment of such Bank Lender on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))the Initial Borrowing Date. Once repaid, Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, each a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) only may be incurred by the Borrower (x) on the Initial Borrowing Date and (y) on the Second Term Loan Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type and (iiB) shall be made by each Bank in that initial aggregate principal amount (which, in the case no more than three Borrowings of each Continuing Bank, shall include the principal amount of Tranche A Term Loans converted pursuant to clause (A) above) maintained as is equal Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day after the Initial Borrowing Date or, if an Interest Period relating to any then outstanding Tranche A Term Loan Commitment Loans beginning before such 90th day extends thereafter, the last day of such Bank on such Interest Period, and (2) that date (before giving effect to any reductions thereto on such date the "Syndication Date") upon which the Agents shall have determined in their sole discretion (and shall have notified the Borrower) that the primary syndication (and resultant addition of institutions as Banks pursuant to Section 3.03(b)(i13.04(b)) but has been completed (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on a single date on or after giving effect to any reductions thereto the Initial Borrowing Date and on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaidthe sixth Business Day following the Initial Borrowing Date, Term Loans incurred hereunder and the second and third of which Borrowings may not only be reborrowed.made on the last day of

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided PROVIDED that, (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to which does not exceed the Term Loan Commitment of such Bank Lender on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))the Initial Borrowing Date. Once repaid, Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, each a "“Term Loan" ” and, collectively, the "“Term Loans"”) to the Borrower, which Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar LIBOR Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) prior to the third Business Day after the Initial Borrowing Date, Term Loans may only be incurred and maintained as Base Rate Loans and (y) thereafter and prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, LIBOR Loans so long as all such outstanding LIBOR Loans, together with all other outstanding Term Loans that are maintained as LIBOR Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to which does not exceed the Term Loan Commitment of such Bank Lender on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))the Initial Borrowing Date. Once repaid, Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment Lender severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan (each, a "“Term Loan" ” and, collectively, the "“Term Loans"”) to the Borrower, which Term Loans (i) shall be incurred pursuant to a single drawing on the Borrowing Date in an aggregate principal amount of not less than $100,000,000, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b)2.10(b) and subject to Section 2.06, all Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than two Borrowings of Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 60th day after the Borrowing Date (or, if later, the last day of the Interest Period applicable to the second Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the seventh Business Day, after the Borrowing Date and the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Term Loan Commitment of such Bank Lender on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))the Borrowing Date. Once repaid, Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a an Initial Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, a "each an “Initial Term Loan" and, collectively, ” and collectively the "“Initial Term Loans"”) to the BorrowerBorrower in an amount not more than such Lender’s Initial Term Loan Commitment, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Initial Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month which begins on the same day, with the first such Interest Period to begin no sooner than three Business Days (nor later than five Business Days) after the Initial Borrowing Date, and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Initial Term Loan Commitment of such Bank Lender on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))the Initial Borrowing Date. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan (each, each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall be incurred by the Borrower on the Restatement Effective Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided thatPROVIDED THAT, (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (iiB) unless the Agent has determined (and has notified the Borrower) that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Restatement Effective Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the Restatement Effective Date or on or prior to the sixth Business Day after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing) and (iii) shall be made by each such Bank in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to which does not exceed the Term Loan Commitment of such Bank on such date the Restatement Effective Date (before giving effect to any reductions thereto the termination thereof on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii3.03(b)). Once repaid, Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a B Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, a "“B Term Loan" ” and, collectively, the "“B Term Loans"”) to the U.S. Borrower, which B Term Loans (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar LIBO Rate Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b2.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding C Term Loans and Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the B Term Loan Commitment of such Bank Lender on such date the Initial Borrowing Date (before giving effect to any reductions thereto on such date the termination thereof pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii4.03(b)). Once repaid, B Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Multiple Draw I Sub-Tranche A Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, each a "Multiple Draw I Sub-Tranche A Term Loan" and, collectively, the "Multiple Draw I Sub-Tranche A Term Loans") to the Borrower, which Multiple Draw I Sub-Tranche A Term Loans (i) may only be incurred by the Borrower on the Initial Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Multiple Draw I Sub-Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type and (iiB) no Multiple Draw I Sub-Tranche A Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day following the Initial Borrowing Date and (2) the Syndication Date and (iii) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Multiple Draw I Sub-Tranche A Term Loan Commitment of such Bank Lender on such date the Initial Borrowing Date (before giving effect to any reductions reduction thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii3.03(b)). Once repaid, Multiple Draw I Sub-Tranche A Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined)this Credit Agreement, on the Restatement Effective Initial Borrowing Date, Original Tranche A each Term Loan Lender severally agrees to make a term loan or term loans to the Borrower (each, together with any Incremental Term Loans actually made by such Continuing Bank pursuant to after the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii2.1(b)), and/or (B) to make, on the Restatement Effective Date, a term loan (each, a "Term LoanTERM LOAN" and, collectively, the "Term LoansTERM LOANS") in an aggregate amount equal to its Term Loan Proportionate Share of the BorrowerTotal Term Loan Commitments, which Term Loans (i) shall, at the option shall be made and initially maintained as a single Borrowing of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all (subject to the option to convert such Term Loans comprising the same Borrowing shall at all times be of the same Type and (ii) shall be made by each Bank in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)4.3). Once repaid, Term Loans incurred hereunder may not be reborrowed. On and immediately after the occurrence of the Effective Date, the Term Loan Commitment for each Lender shall be the amount set forth opposite such Lender's name in Schedule I hereto directly below the column entitled "Term Loan Commitment" (as same may be reduced from time to time pursuant to the terms of this Credit Agreement). The Borrower hereby agrees to execute and deliver to each Lender that requests same a Term Note in the form of Exhibit A-1 to evidence the Term Loans made by such Lender.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees agrees, (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined)each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, Original Tranche A the Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Original Existing Credit Agreement and outstanding on the Second Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the 9 aggregate principal amount of such Original Tranche A Existing Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Second Restatement Effective Date, Date a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted on the Second Restatement Effective Date, shall not exceed for any Bank, in an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (ii) shall be made by each Bank in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))Type. Once repaid, Term Loans incurred borrowed hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a B Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, a "“B Term Loan" ” and, collectively, the "“B Term Loans"”) to the Borrower, which B Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless the Administrative Agent otherwise agrees in its sole discretion or has reasonably determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may be incurred and maintained as, and/or converted into, Eurodollar Loans only so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the B Term Loan Commitment of such Bank Lender on such date the Initial Borrowing Date (before giving effect to any reductions thereto on such date the termination thereof pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii3.03(b)). Once repaid, B Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a A-1 Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, a each an "A-1 Term Loan" and, collectively, the "A-1 Term Loans") to the Borrower, which A-1 Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all A-1 Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless either the Lead Arranger otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (1) no A-1 Term Loans may be incurred or maintained as Eurodollar Loans prior to the fifth day following the Initial Borrowing Date and (2) thereafter and prior to the 90th day following the Initial Borrowing Date, A-1 Term Loans may only be incurred as and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding A-2 Term Loans, A-3 Term Loans, B Term Loans and Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the A-1 Term Loan Commitment of such Bank Lender on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))the Initial Borrowing Date. Once repaid, A-1 Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Tranche A Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, each a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) only may be incurred by the Borrower on the Initial Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type and (iiB) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) on or prior to July 30, 1999, all Tranche A Term Loans shall be incurred and maintained as Base Rate Loans and (y) thereafter, no more than three Borrowings of Tranche A Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 28th day after the Initial Borrowing Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of seven days, and the first of which Borrowings may only be made on or before August 6, 1999, and with each such Borrowing made thereafter to be made only on the last day of the Interest Period of the immediately preceding Borrowing), and (iii) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in which does not exceed the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Tranche A Term Loan Commitment of such Bank Lender on such date the Initial Borrowing Date (before giving effect to any reductions thereto the termination thereof on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii3.03(b)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment Lender severally agrees (A) in agrees, at any time and from time to time on and after the case of each Continuing BankEffective Date and prior to the Maturity Date, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding make a revolving loan or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, a term loan revolving loans (each, a "Term “Revolving Loan" ” and, collectively, the "Term “Revolving Loans"”) to the BorrowerBorrowers, which Term Revolving Loans (i) shall be the joint and several obligations of each of the Borrowers, (ii) shall be denominated in Dollars, (iii) shall, at the option of the BorrowerBorrowers be incurred and maintained as, be and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Term Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (iiB) unless the Administrative Agent has otherwise determined in its sole discretion that the Syndication Date has occurred (at which time this clause (B) shall no longer be made by each Bank applicable), prior to the 90th day following the Effective Date, Revolving Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period (which, unless the Administrative Agent otherwise agrees in its sole discretion, may not begin prior to the 5th Business Day following the Effective Date) of one month which begins and ends on the same day, (iv) may be repaid and reborrowed in accordance with the provisions hereof, (v) shall not exceed for any Lender at any time outstanding that initial aggregate principal amount (which, in when added to the case product of each Continuing Bank(x) such Lender’s Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, shall include and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of Term all Swingline Loans converted pursuant to clause (Aexclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) above) as is equal to then outstanding, equals the Term Loan Commitment of such Bank on Lender at such date time and (before giving effect vi) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to any reductions thereto on (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such date pursuant to Section 3.03(b)(itime and (y) but after giving effect to any reductions thereto on or prior to the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such date pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans incurred hereunder may not be reborrowedtime.

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a B-1 Term Loan Commitment severally agrees (A) in to make, at par and any time and from time to time on or after the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement Initial Borrowing Date and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Merger Closing Date, a term loan or term loans (each, together with any term loan resulting from the B-1 Conversion, a "“B-1 Term Loan" ” and, collectively, the "“B-1 Term Loans"”) to the Borrower, which B-1 Term Loans (ix) shall be denominated in Dollars, (y) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b2.10(b), all B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type and (iiB) all B-1 Term Loans made on the Initial Borrowing Date shall be incurred as Base Rate Loans, and (z) shall not be made by each Bank in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal incurred on any date occurring prior to the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but Merger Closing Date if, after giving effect to any the making of the respective B-1 Term Loans and the related reductions thereto on or prior to such date the Total B-1 Term Loan Commitment pursuant to Section 3.03(b)(ii4.03(b)(x)). Once repaid, the B-1 Blocked Amount would exceed the then remaining Total B-1 Term Loans incurred hereunder may not be reborrowed.Loan

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Initial Borrowing Date, a term loan or term loans (each, each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall, at the option shall be initially incurred and maintained as a single Borrowing of the Borrower, be Base Rate Loans or Eurodollar LoansLoans (subject to the option to convert such Term Loans pursuant to Section 1.06), provided that, that (x) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (y) prior to the date which is one week from the Initial Borrowing Date (the "Syndication Date"), Term Loans may only be incurred and maintained as Eurodollar Loans if the respective Interest Period applicable thereto is a one week Interest Period which begins on the Initial Borrowing Date and ends on the Syndication Date and (ii) shall be made by each Bank in not exceed for any Lender that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to which equals the Term Loan Commitment of such Bank Lender on such date the Initial Borrowing Date (before giving effect to any reductions reduction thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, make a term loan or term loans (each, each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iiB) unless either the Agents otherwise agree in their sole discretion or have determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, with the first such Interest Period to begin no sooner than three Business Days after the Initial Borrowing Date, and (iv) shall be made by each Bank such Lender in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to which does not exceed the Term Loan Commitment of such Bank Lender on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))the Initial Borrowing Date. Once repaid, Term Loans incurred hereunder may not be reborrowed.