Common use of Tranche B Term Loans Clause in Contracts

Tranche B Term Loans. (b) Subject to the terms and conditions hereof, each Tranche B Term Loan Lender severally agrees to make, in a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "Tranche B Term Loan Commitment". The Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion of each Tranche B Term Loan Lender's Tranche B Term Loan Commitment which is not utilized on the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule A-1 under the heading "Tranche B Term Loan Commitment" and (b) the unpaid principal amount of the Tranche B Term Loans made by such Tranche B Term Loan Lender to the Borrower. Each Tranche B Term Note shall (i) be dated the Tranche B Effective Date, (ii) be payable as provided in subsection 2.6A and (iii) provide for the payment of interest in accordance with subsection 4.1.

Tranche B Term Loans. (b) Subject Each Tranche B Term Loan Lender having an Original Tranche B Term Loan Commitment severally agrees to lend to Company on the terms and conditions hereofClosing Date an amount not exceeding its pro rata share of the aggregate amount of the Original Tranche B Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, each Tranche B Term Loan Lender severally agrees to make, in having a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "First Additional Tranche B Term Loan Commitment". The Commitment severally agrees to lend to Company on the First Amendment Closing Date an amount not exceeding its pro rata share of the aggregate amount of the First Additional Tranche B Term Loans may from time Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, and each Tranche B Term Loan Lender having a Second Additional Tranche B Term Loan Commitment severally agrees to time lend to Company on the Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Second Additional Tranche B Term Loan Commitments, in each case to be (i) Eurodollar Loans used for the purposes identified in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.7A and 4.2. subsection 2.5A. The portion amounts of each Tranche B Term Loan Lender's Original Tranche B Term Loan Commitment, each Tranche B Term Loan Lender's First Additional Tranche B Term Loan Commitment which is not utilized on the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon the request to the Administrative Agent by any each Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Second Additional Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount Commitment are set forth opposite such Tranche B Term Loan Lender's name on Schedule A-1 under SCHEDULE 2.1 annexed hereto. The aggregate amount of the heading "Original Tranche B Term Loan Commitment" Commitments is $45,000,000, the aggregate amount of the First Additional Tranche B Term Loan Commitments is $20,000,000, the aggregate amount of the Second Additional Tranche B Term Loan Commitments is $70,000,000 and (b) the unpaid principal aggregate amount of the Tranche B Term Loans made by such Loan Commitments is $135,000,000; PROVIDED that the Tranche B Term Loan Lender Commitments of Tranche B Term Loan Lenders shall be adjusted to give effect to any assignments of the BorrowerTranche B Term Loan Commitments pursuant to subsection 10.1B. Each Tranche B Term Loan Lender's Original Tranche B Term Loan Commitment shall expire immediately and without further action on the earlier of (i) October 31, 1998, if the Original Tranche B Term Loans are not made on or before that date and (ii) at the close of business on the Closing Date. Each Tranche B Term Note Loan Lender's Second Additional Tranche B Term Loan Commitment shall expire immediately and without further action on the earlier of (i) be dated May 6, 1999, if the Second Additional Tranche B Effective Date, Term Loans are not made on or before that date and (ii) at the close of business on the Amended and Restated Credit Agreement Closing Date. Company may make only one borrowing under the Original Tranche B Term Loan Commitments, only one borrowing under the First Additional Tranche B Term Loan Commitments and only one borrowing under the Second Additional Tranche B Term Loan Commitments. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be payable as provided in subsection 2.6A and (iii) provide for the payment of interest in accordance with subsection 4.1reborrowed.

Tranche B Term Loans. (b) 3.1 Subject to the terms and conditions hereof, set forth herein (i) each existing Tranche B Term Loan Lender severally agrees to make(collectively, in a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "“Continuing Tranche B Term Loan Commitment". The Lenders”) that executes and delivers a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit A (a “Lender Addendum (Cashless Roll)”) agrees to continue all (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined made by the Borrower and notified on the Effective Date) of its existing Tranche B Term Loans outstanding immediately before giving effect to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion of each this Amendment as a Tranche B Term Loan Lender's Tranche B Term Loan Commitment which is not utilized on the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite such Continuing Tranche B Term Loan Lender's name on Schedule A-1 under the heading "’s Tranche B Term Loan Commitment" Commitment (as defined in the Credit Agreement) and (bii) each Person (other than a Continuing Tranche B Term Loan Lender in its capacity as such) (collectively, the unpaid “Additional Tranche B Term Loan Lenders”) that executes and delivers a Lender Addendum (Additional Tranche B Term Loan Lender) in the form attached hereto as Exhibit B (a “Lender Addendum (Additional Tranche B Term Loan Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”) agrees to take by assignment on the Effective Date from one or more Non-Consenting Lenders a principal amount of Tranche B Term Loans equal to such Additional Tranche B Term Loan Lender’s Tranche B Term Loan Commitment (as defined in the Credit Agreement). For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and a Tranche B Term Loan Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (Additional Tranche B Term Loan Lender) in its capacity as a Tranche B Term Loan Lender. For the avoidance of doubt, the existing Term Loans of a Continuing Tranche B Term Loan Lender must be continued in whole and may not be continued in part unless otherwise notified by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans to be made by such Tranche B Term Loan Lender to the Borrower. Each Tranche B Term Note shall (i) be dated Borrower on the Tranche B Effective Date, (ii) be payable as provided in subsection 2.6A and (iii) provide for the payment of interest in accordance with subsection 4.1.

Tranche B Term Loans. (b) Subject Each Tranche B Term Loan Lender having an Original Tranche B Term Loan Commitment severally agrees to lend to Company on the terms Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Original Tranche B Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, and conditions hereof, each Tranche B Term Loan Lender severally agrees to make, in a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") to the Borrower in having an aggregate principal amount not to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "Additional Tranche B Term Loan Commitment". The Commitment severally agrees to lend to Company on the First Amendment Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Additional Tranche B Term Loans may from time Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, in each case to time be (i) Eurodollar Loans used for the purposes identified in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.7A and 4.2. subsection 2.5A. The portion amounts of each Tranche B Term Loan Lender's Original Tranche B Term Loan Commitment which is not utilized on the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon the request to the Administrative Agent by any each Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Additional Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount Commitment are set forth opposite such Tranche B Term Loan Lender's name on Schedule A-1 under SCHEDULE 2.1 annexed hereto. The aggregate amount of the heading "Original Tranche B Term Loan Commitment" Commitments is $45,000,000, the aggregate amount of the Additional Tranche B Term Loan Commitments is $20,000,000 and (b) the unpaid principal aggregate amount of the Tranche B Term Loans made by such Loan Commitments is $65,000,000; PROVIDED that the Tranche B Term Loan Lender Commitments of Tranche B Term Loan Lenders shall be adjusted to give effect to any assignments of the Borrower. Tranche B Term Loan Commitments pursuant to subsection 10.1B. Each Tranche B Term Note Loan Lender's Original Tranche B Term Loan Commitment shall expire immediately and without further action on the earlier of (i) be dated October 31, 1998, if the Original Tranche B Effective Date, Term Loans are not made on or before that date and (ii) at the close of business on the Closing Date. Company may make only one borrowing under the Original Tranche B Term Loan Commitments and may make only one borrowing under the Additional Tranche B Term Loan Commitments. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be payable as provided in subsection 2.6A and (iii) provide for the payment of interest in accordance with subsection 4.1reborrowed.

Tranche B Term Loans. (b) Subject to the terms and conditions hereof, each Tranche B Term Loan Each Lender severally agrees to make, in having a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "Tranche B Term Loan Commitment". The Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion of each Tranche B Term Loan Lender's Tranche B Term Loan Commitment which is not utilized severally agrees to lend to Company on the Tranche B First Amendment Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon on the request to Second Draw Date an aggregate amount not exceeding it Pro Rata Share of the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule A-1 under the heading "Tranche B Term Loan Commitment" and (b) the unpaid principal aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A; provided that the aggregate amount of Tranche B Term Loans made by such on the First Amendment Effective Date (the “First Draw”) shall not exceed $1,500,000, the aggregate amount of Tranche B Term Loans made on the Second Draw Date (the “Second Draw”) shall not exceed $3,500,000, and the aggregate amount of all Tranche B Term Loans shall not exceed the Tranche B Term Loan Lender Commitments. Tranche B Term Loans may not be made on any dates except the First Amendment Effective Date and the Second Draw Date. The amount of each Lender’s Tranche B Term Loan Commitment is set forth opposite its name on Schedule 2.1 annexed to the Borrower. First Amendment and the aggregate amount of the Tranche B Term Loan Commitments is $5,000,000; provided that the Tranche B Term Loan Commitments of Tranche B Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B. Each Tranche B Term Note Loan Lender’s Tranche B Term Loan Commitment shall (i) be dated expire immediately and without further action on the Tranche B Effective Date, (iiCommitment Termination Date if the Tranche B Term Loans are not made on or before that date. Company may make only two borrowings under the Tranche B Term Loan Commitments. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be payable as provided in subsection 2.6A and (iii) provide for the payment of interest in accordance with subsection 4.1reborrowed.”

Tranche B Term Loans. (ba) Subject During the Tranche B Term Loan Commitment Period, subject to the terms and conditions hereof, each Lender holding a Tranche B Term Loan Lender Commitment severally agrees to make, in a single draw on the Tranche B Effective Date, a term loan (a "make Tranche B Term Loan") Loans to the Borrower in an the aggregate principal amount up to but not to exceed the amount set forth opposite exceeding such Lender's name in Schedule A-1 under the heading "Tranche B Term Loan Commitment". The ; provided that (x) after giving effect to the making of any Tranche B Term Loans in no event shall the Total Utilization Exposure exceed the Borrowing Base as set forth in a Borrowing Base Certificate delivered pursuant to Section 3.2(i) in connection with the making of such Loans and (y) unless and until the EBITDA Requirement has been satisfied, no more than $5,000,000 aggregate principal amount of Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified borrowed. Subject to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion of each foregoing, Borrower may make one or more drawings on the Tranche B Term Loan Commitments during the Tranche B Term Loan Commitment Period. Any amounts borrowed under this Section 2.2 and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.10, 2.11(a) and 2.12, all amounts owed hereunder with respect to the Tranche B Term Loans shall be paid in full no later than the Maturity Date. Each Lender's Tranche B Term Loan Commitment which is not utilized on the Tranche B Effective Date shall be automatically terminate immediately and permanently cancelled. The Borrower agrees that, without further action upon the request to the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or funding in connection with any assignment pursuant to subsection 11.6(c), in order to evidence full of such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Commitment. The Tranche B Term Loan Lender Commitment shall expire immediately and in a principal amount equal to without further action on the lesser of (a) the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule A-1 under the heading "Tranche B Term Loan Commitment" and (b) the unpaid principal amount last day of the Tranche B Term Loans made by such Tranche B Term Loan Lender to Commitment Period. On and after the Borrower. Each Tranche B Term Note shall (i) be dated the Tranche B Effective Date, (ii) be payable no Lender shall have any obligation to make an extension of credit pursuant to this Agreement other than as provided set forth in subsection 2.6A and (iii) provide for the payment of interest in accordance with subsection 4.1this Section 2.2(a).

Tranche B Term Loans. (b) Subject to On the terms and conditions hereof, each Tranche B Term Loan Lender severally agrees to make, in a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") $13,750,000 of the Existing Indebtedness owed to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "Tranche B Term Loan Commitment". The Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion of each Tranche B Term Loan Lender's Tranche B Term Loan Commitment which is not utilized on the Tranche B Effective Date Continuing Lenders shall be automatically and permanently cancelled. The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, restructured as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount an equal to the lesser of (a) the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule A-1 under the heading "Tranche B Term Loan Commitment" and (b) the unpaid principal amount of the Tranche B Term Loans made hereunder and shall be subject to the terms of this Agreement. For the avoidance of doubt, each of the Credit Parties, the Lenders and the Administrative Agent acknowledge and agree that (i) the Lenders shall have no obligation or commitment to advance additional funds to the Borrowers hereunder on account of the Tranche B Term Loan Commitment, (ii) after the Effective Date, the Credit Parties shall have no obligation to pay any other accrued and unpaid principal, interest or fees with respect to any Existing Indebtedness owed to the Previous Lenders except as set forth herein with respect to the Continuing Lenders, and (iii) each Lender's Tranche B Term Loan Commitment shall terminate immediately and without further action on the Effective Date. Subject to Sections 2.10, 2.11(a) and 2.12, all amounts owed hereunder with respect to the Tranche B Term Loans shall be paid in full no later than the Maturity Date. The Tranche B Term Loans shall be evidenced by a Tranche B Term Loan Note for the benefit of each Lender having a Tranche B Term Loan Commitment in the amount equal to such Lender's Pro Rata Share of the Tranche B Term Loan Commitment and on the Effective Date, the Borrowers shall execute and deliver such Tranche B Term Loan Lender Notes to the Borrower. Each Administrative Agent for the benefit of the Lenders with a Tranche B Term Note shall (i) be dated the Loan Commitment. The Tranche B Effective DateTerm Loan Notes shall represent the obligation of the Borrowers to pay to the Lenders the amount of their respective Tranche B Term Loans, (ii) be payable together with interest thereon as provided in subsection 2.6A and (iii) provide for the payment of interest in accordance with subsection 4.1Section 2.6.

Tranche B Term Loans. (b) Subject to the terms and conditions hereof, each Each Lender with a Tranche B Term Loan Lender Commitment severally agrees to make, purchase and assume Commitments under (and as defined in) the Original Credit Agreement (and its pro rata share of outstanding Loans thereunder as of the Restatement Date) in a single draw on the Tranche B Effective Date, a term loan (a "an amount equal to its Tranche B Term Loan") Loan Commitment. Such purchased and assumed commitments and loans are hereby amended and restated in their entirety as Tranche B Term Loans made in Dollars to the Borrower in an aggregate principal amount not to exceed Xxxxx-Xxxxxxxx, with the amount of each Lender's Tranche B Term Loan to Xxxxx-Xxxxxxxx being set forth opposite such Lender's name in Schedule A-1 under the heading "Tranche B Term Loan Commitment". The Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion of each Tranche B Term Loan Lender's Tranche B Term Loan Commitment which is not utilized on the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule A-1 under A annexed hereto, and with the heading "Tranche B Term Loan Commitment" and (b) the unpaid principal aggregate amount of the Tranche B Term Loans made by such being $840,000,000; provided that the Tranche B Term Loan Lender Commitments of Lenders shall be adjusted to give effect to any assignments of the Borrower. Each Tranche B Term Note shall (i) be dated Loan Commitments pursuant to subsection 10.2; and provided, further that the amount of the Tranche B Effective Term Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4G. From and after the Restatement Date, (ii) Tranche B Term Loans repaid or prepaid may not be payable as provided reborrowed. The Tranche B Term Loans shall mature on the Tranche B Term Loan Maturity Date, and all Tranche B Term Loans and all other amounts owed hereunder with respect to the Tranche B Term Loans shall be paid in subsection 2.6A and (iii) provide for the payment of interest in accordance with subsection 4.1full no later than that date.

Tranche B Term Loans. (b) Subject to the terms and conditions hereof, each Tranche B Term Loan Lender severally agrees to make, in a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "Tranche B Term Loan Commitment". The acknowledges that Tranche B Term Loans may from time in an aggregate amount equal to time be $45,000,000 were advanced to Borrower on the Original Closing Date (iof which $44,775,000 remains outstanding) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion only $135,000,000 of each Tranche B Term Loan Lender's Loans will be advanced to Borrower on the Effective Date. Each Lender that has an unfunded Tranche B Term Loan Commitment which is not utilized severally agrees to lend to Borrower on the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon an amount not exceeding its Pro Rata Share of the request to the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule A-1 under the heading "Tranche B Term Loan Commitment" and (b) the unpaid principal aggregate amount of the Tranche B Term Loan Commitment to be funded on the Effective Date to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Effective Date, requesting a borrowing of the unfunded Tranche B Term Loans. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans made by such shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Lender to Commitments is $179,775,000; provided that the Borrower. Each Tranche B Term Note Loan Commitments of Lenders shall be adjusted to (i1) be dated give effect to any assignments of the Tranche B Effective Date, (ii) be payable as provided in Term Loan Commitments pursuant to subsection 2.6A 10.1B and (iii2) provide for any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). Each Lender's unfunded Tranche B Term Loan Commitment shall expire immediately and without further action on November 25, 2002 if the payment of interest unfunded Tranche B Term Loans have not been made on or before that date. Subject to subsection 2.1A(iv), Borrower may make only one borrowing under the unfunded Tranche B Term Loan Commitments. Amounts borrowed under this subsection 2.1A(ii) or previously borrowed under the corresponding section in accordance with subsection 4.1the Existing Credit Agreement and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. (b) 4.1 Subject to the terms and conditions hereof, set forth herein (i) each existing Tranche B Term Loan Lender severally agrees to make(collectively, in a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "“Continuing Tranche B Term Loan Commitment". The Lenders”) that executes and delivers a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit A (a “Lender Addendum (Cashless Roll)”) agrees to continue all (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined made by the Borrower and notified on the Effective Date) of its existing Tranche B Term Loans outstanding immediately before giving effect to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion of each this Amendment as a Tranche B Term Loan Lender's Tranche B Term Loan Commitment which is not utilized on the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite such Continuing Tranche B Term Loan Lender's name on Schedule A-1 under the heading "’s Tranche B Term Loan Commitment" Commitment (as defined in the Credit Agreement) and (bii) each Person (other than a Continuing Tranche B Term Loan Lender in its capacity as such) (collectively, the unpaid “Additional Tranche B Term Loan Lenders”) that executes and delivers a Lender Addendum (Additional Tranche B Term Loan Lender) in the form attached hereto as Exhibit B (a “Lender Addendum (Additional Tranche B Term Loan Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”) agrees to take by assignment on the Effective Date from one or more Non-Consenting Lenders a principal amount of Tranche B Term Loans equal to such Additional Tranche B Term Loan Lender’s Tranche B Term Loan Commitment (as defined in the Credit Agreement). For purposes hereof, a Person shall become a party to the Credit Agreement and a Tranche B Term Loan Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (Additional Tranche B Term Loan Lender) in its capacity as a Tranche B Term Loan Lender. For the avoidance of doubt, the existing Term Loans of a Continuing Tranche B Term Loan Lender must be continued in whole and may not be continued in part unless otherwise notified by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans to be made by such Tranche B Term Loan Lender to the Borrower. Each Tranche B Term Note shall (i) be dated Borrower on the Tranche B Effective Date, (ii) be payable as provided in subsection 2.6A and (iii) provide for the payment of interest in accordance with subsection 4.1.

Tranche B Term Loans. (b) Subject Notwithstanding anything to the terms and conditions hereofcontrary in this Agreement or any other Loan Document, each Tranche B Term Loan Lender severally agrees to make, in a single draw on the Tranche B Effective date that is 60 days following the Closing Date, a term loan (a "Tranche B Term Loan") to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "Tranche B Term Loan Commitment". The Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion of each Tranche B Term Loan Lender's Tranche B Term Loan Commitment which is not utilized on the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule A-1 under the heading "Tranche B Term Loan Commitment" and (b) the unpaid principal amount of the Tranche B Term Loans made outstanding, together with all accrued and unpaid interest thereon (such aggregate amount, the “Tranche B Conversion Amount”), shall automatically convert into New Common Equity representing an aggregate amount equal to (i) the Tranche B Conversion Amount as of such date, divided by (ii) the product of (A) the Stated Equity Value multiplied by (B) 0.65, subject to dilution for the Management Incentive Plan (as defined in the Chapter 11 Plan) (the “Tranche B Equity Conversion” and such New Common Equity, the “Tranche B Equity”). The Tranche B Equity shall be allocated among the Tranche B Term Lenders (or their Affiliates, or any affiliated investment funds, investment vehicles, or entity that is managed, advised or sub-advised by such Tranche B Term Loan Lender to the Borrower. Each or such Affiliate) ratably in accordance with such Tranche B Term Note shall (i) be dated Lender’s Applicable Percentage of the Tranche B Effective DateTerm Loans on the date of the Tranche B Equity Conversion. Upon the consummation of the Tranche B Equity Conversion, (ii) the Borrower shall provide written notice to the Administrative Agent that the aggregate outstanding principal amount of the Tranche B Term Loans, together with all accrued and unpaid interest thereon and all other obligations with respect to the Tranche B Term Loans under this Agreement and the other Loan Documents have been deemed to have been paid in full. Prior to the Tranche B Equity Conversion, the Tranche B Term Loans shall be payable as provided in subsection 2.6A and (iii) provide entitled to receive any distributions attributable the New Common Equity on an as-converted basis. For the avoidance of doubt, the Administrative Agent shall have no responsibility for the payment of interest in accordance with subsection 4.1Tranche B Equity or the Tranche B Equity Conversion.

Tranche B Term Loans. (b) Subject to the terms and conditions hereofset forth herein, each Tranche B Term Loan Lender severally agrees to make, in make a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") Loan to the Borrower on October 3, 2011 upon satisfaction of the conditions set forth in Section 5(a) of this Agreement (such date, the “Tranche B Term Facility Funding Date”) in an aggregate principal amount not equal to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "“Tranche B Term Loan Commitment"” opposite such Tranche B Term Lender’s name on Annex II hereto. The Tranche B Term Loans may from time to time shall be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent made in accordance with subsections 2.7A and 4.2. The portion the procedures set forth in Section 2.2 of each the Credit Agreement; provided that, the proceeds of such Tranche B Term Loan Lender's Tranche B Term Loan Commitment which is not utilized Loans made on the Tranche B Effective Term Facility Funding Date shall be automatically and permanently cancelled. The Borrower agrees that(such proceeds, upon the request to the Administrative Agent by any “Escrowed Tranche B Term Loan Lender made on or prior to Loans”) shall be deposited in an escrow account of the Tranche B Effective Date or in connection with any assignment Borrower pursuant to subsection 11.6(can escrow agreement (the “Escrow Agreement”), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (eachC hereto, as amended, supplemented, replaced or otherwise modified from time to time, a "and the Escrowed Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable Loans shall not be released to the order of such Tranche B Term Loan Lender and in a principal amount equal to Borrower until the lesser earlier of (ai) the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule A-1 under the heading "Tranche B Term Loan Commitment" and (b) the unpaid principal amount of the Tranche B Term Loans made by Facility Closing Date or (ii) the Long Stop Date; provided further that, if the consummation of the Avis Europe Acquisition does not occur on or prior to the Long Stop Date, the aggregate principal amount of such Escrowed Tranche B Term Loan Lender Loans minus any original issue discounts (or plus any upfront fees) paid in respect thereof, shall be released from the Escrow Account by the Escrow Agent to the Borrower. Each Tranche B Term Note shall (i) Facility Closing Agent on the Long Stop Date to be dated repaid to the Tranche B Effective DateTerm Lenders, together with all accrued interest thereon, upon receipt by the Escrow Agent (iias defined in the Escrow Agreement) be payable of a Payment Instruction (as provided defined in subsection 2.6A the Escrow Agreement) signed by the Tranche B Term Facility Closing Agent and (iii) provide for the payment of interest Borrower in accordance with subsection 4.1the terms and conditions of the Escrow Agreement. The Tranche B Term Facility Closing Agent and the Borrower shall, as soon as reasonably practicable, sign and deliver such Payment Instruction to the Escrow Agent, in accordance with the terms and conditions of the Escrow Agreement, instructing the Escrow Agent to release the Escrowed Tranche B Term Loans to the Tranche B Term Facility Closing Agent to be repaid to the Tranche B Term Lenders in accordance with the terms of this Agreement.

Tranche B Term Loans. (ba) Subject to the terms and conditions hereofset forth herein (i) each existing Tranche B Term Lender (collectively, each the “Continuing Tranche B Term Lenders”) that executes and delivers a Lender Addendum (Continuing Tranche B Term Lender) in the form attached hereto as Exhibit A (a “Lender Addendum (Continuing Tranche B Term Lender)”) thereby consents to this Amendment and (x) if checking option 1, agrees to continue via “cashless settlement” all (or such lesser amount as may be allocated by the Administrative Agent and the Borrower) of its existing Tranche B Term Loans outstanding immediately before giving effect to this Amendment as a Tranche B Term Loan Lender severally agrees to make, in a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "Tranche B Term Loan Commitment". The Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion of each Tranche B Term Loan Lender's Tranche B Term Loan Commitment which is not utilized on the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite such Continuing Tranche B Term Loan Lender's name on Schedule A-1 under the heading "’s Tranche B Term Loan Commitment" Commitment (as defined in the Credit Agreement) or (y) if checking option 2, agrees to sell the entire principal amount of its existing Tranche B Term Loans outstanding immediately before giving effect to this Amendment via an assignment on the Effective Date and then promptly purchase an equal amount (or such lesser amount as may be allocated by the Administrative Agent and the Borrower) of Tranche B Term Loans and (bii) each Person (other than a Continuing Tranche B Term Lender in its capacity as such) (collectively, the unpaid “Additional Tranche B Term Lenders”) that executes and delivers a Lender Addendum (Additional Tranche B Term Lender) in the form attached hereto as Exhibit B (a “Lender Addendum (Additional Tranche B Term Lender)” and, together with a Lender Addendum (Continuing Tranche B Term Lender), a “Lender Addendum”) agrees to take via an assignment on the Effective Date from one or more Non-Consenting Lenders a principal amount of Tranche B Term Loans equal to such Additional Tranche B Term Lender’s Tranche B Term Commitment (as defined in the Credit Agreement). For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and a Tranche B Term Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (Additional Tranche B Term Lender) in its capacity as a Tranche B Term Lender. For the avoidance of doubt, the existing Term Loans of a Continuing Tranche B Term Lender must be continued in whole and may not be continued in part unless otherwise notified by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans to be made by such the Borrower on the Effective Date. Any Non-Consenting Lender whose Tranche B Term Loan Lender Loans are repaid or assigned to the Borrower. Each one or more Additional Tranche B Term Note Lenders on the Effective Date in accordance with this Amendment shall (i) be dated entitled to the benefits of Section 2.20 of the Credit Agreement with respect thereto. Each Continuing Tranche B Term Lender hereby waives the benefits of Section 2.20 of the Credit Agreement with respect to that portion of the Tranche B Effective Date, (ii) be payable as provided in subsection 2.6A and (iii) provide for the payment Term Loans of interest in accordance with subsection 4.1such Lender continued hereunder.

Tranche B Term Loans. (b) 2.1 Tranche B Term Loan Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make a loan in Dollars (or pursuant to the immediately succeeding sentence, elects to convert all or a portion of such Lender’s Term Loans into a loan) (each such loan or conversion, individually, a “Tranche B Term Loan”; and collectively, the “Tranche B Term Loans”) to the Company on the Closing Date, in an aggregate principal amount equal to such Lender’s Tranche B Term Loan Commitment. In connection with the making of the Tranche B Term Loans pursuant to the immediately preceding sentence, by delivering written notice to the Administrative Agent at least two Business Days prior to the Closing Date, any Term Loan Lender who has agreed to become a Tranche B Term Loan Lender severally agrees may elect to make, in a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite make all or any portion of such Lender's name in Schedule A-1 under the heading "Tranche B Term Loan Commitment". The ’s Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined requested by the Borrower and notified Company to be made on the Administrative Agent in accordance with subsections 2.7A and 4.2. The Closing Date by converting all or a portion of each the outstanding principal amount of the Term Loans held by such Lender into Tranche B Term Loan Lender's Tranche B Term Loan Commitment which is not utilized on the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and Loans in a principal amount equal to the lesser amount of Term Loans so converted (a) each such Term Loan to the extent it is to be converted, a “Converted Term Loan”). On the Closing Date, the Converted Term Loans shall be converted for all purposes of this Agreement into Tranche B Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Converted Term Loans converted into Tranche B Term Loans. Any written notice to the Administrative Agent delivered by an applicable Lender pursuant to this subsection shall specify the amount set forth opposite of such Lender’s Tranche B Term Loan Lender's name on Schedule A-1 under Commitment and the heading "principal amount of Term Loans held by such Lender that are to be converted into Tranche B Term Loan Commitment" and (b) the unpaid principal amount of the Tranche B Term Loans made by such Tranche B Term Loan Lender to the Borrower. Each Tranche B Term Note shall (i) be dated the Tranche B Effective Date, (ii) be payable as provided in subsection 2.6A and (iii) provide for the payment of interest in accordance with subsection 4.1Loans.

Tranche B Term Loans. (b) 3.1 Subject to the terms and conditions hereof, set forth herein (i) each existing Tranche B Term Loan Lender severally agrees to make(collectively, in a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "“Continuing Tranche B Term Loan Commitment". The Lenders”) that executes and delivers a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit A (a “Lender Addendum (Cashless Roll)”) agrees to continue all (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined made by the Borrower and notified on the Effective Date) of its existing Tranche B Term Loans outstanding immediately before giving effect to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion of each this Amendment as a Tranche B Term Loan Lender's Tranche B Term Loan Commitment which is not utilized on the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite such Continuing Tranche B Term Loan Lender's name on Schedule A-1 under the heading "’s Tranche B Term Loan Commitment" Commitment (as defined in the Credit Agreement) and (bii) each Person (other than a Continuing Tranche B Term Loan Lender in its capacity as such) (collectively, the unpaid “Additional Tranche B Term Loan Lenders”) that executes and delivers a Lender Addendum (Additional Tranche B Term Loan Lender) in the form attached hereto as Exhibit B (a “Lender Addendum (Additional Tranche B Term Loan Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”) agrees to take by assignment on the Effective Date from one or more Non-Consenting Lenders a principal amount of Tranche B Term Loans equal to such Additional Tranche B Term Loan Lender’s Tranche B Term Loan Commitment (as defined in the Credit Agreement). For purposes hereof, a Person shall become a party to the Credit Agreement and a Tranche B Term Loan Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (Additional Tranche B Term Loan Lender) in its capacity as a Tranche B Term Loan Lender. For the avoidance of doubt, the existing Term Loans of a Continuing Tranche B Term Loan Lender must be continued in whole and may not be continued in part unless otherwise notified by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans to be made by such Tranche B Term Loan Lender to the Borrower. Each Tranche B Term Note shall (i) be dated Borrower on the Tranche B Effective Date, (ii) be payable as provided in subsection 2.6A and (iii) provide for the payment of interest in accordance with subsection 4.1.

Tranche B Term Loans. (b) Subject Each Lender severally agrees to lend to Borrower an aggregate amount not exceeding its Pro Rata Share of the terms and conditions hereof, each aggregate amount of the Tranche B Term Loan Lender severally agrees Commitments to make, be used for the purposes identified in a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") to the Borrower in an aggregate principal subsection 2.5A. The amount not to exceed the amount set forth opposite such Lender's name in Schedule A-1 under the heading "Tranche B Term Loan Commitment". The Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion of each Tranche B Term Loan Lender's Tranche B Term Loan Commitment which is not utilized set forth opposite its name on Schedule 2.1 annexed hereto and the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon aggregate amount of the request to the Administrative Agent by any Tranche B Term Loan Lender made on or prior to Commitments is $25,000,000; provided that the Tranche B Effective Date or in connection with Term Loan Commitments of Lenders shall be adjusted to give effect to any assignment assignments of the Tranche B Term Loan Commitments pursuant to subsection 11.6(c), in order to evidence such 10.1B. Each Lender's Tranche B Term Loan the Borrower will execute Commitment shall expire immediately and deliver to such Lender a promissory note substantially in the form of Exhibit A-4 (eachwithout further action on January 12, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule A-1 under the heading "Tranche B Term Loan Commitment" and (b) the unpaid principal amount of 1997 if the Tranche B Term Loans are not made by such on or before that date. Borrower may make one borrowing under the Tranche B Term Loan Lender Commitments which borrowing shall be on the earlier to occur of the Seller Notes Maturity Date and the Acquisition Reimbursement Date; provided that, unless no drawing under the Acquisition Letter of Credit has been made and the Acquisition Letter of Credit has been returned to the Borrower. Each Issuing Lender and cancelled on or before the Acquisition Reimbursement Date, no Tranche B Term Note Loans shall (i) be dated the Tranche B Effective Date, (ii) be payable as provided in made other than pursuant to subsection 2.6A and (iii) provide 3.3B for the payment purpose of interest in accordance with reimbursing drawings under the Acquisition Letter of Credit. Amounts borrowed under this subsection 4.12.1A(iii) and subsequently repaid or prepaid may not be reborrowed.