Common use of Most Favored Lender Provisions Clause in Contracts

Most Favored Lender Provisions. If at any time the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement), or the documentation for any replacement credit facilities, includes (a) covenants (including related definitions) in favor of a Lender (as defined in the Existing Credit Agreement), or lender under any replacement credit facilities, that are not provided for in this Agreement or the other Loan Documents, and/or that are more restrictive than the same or similar provisions provided for in this Agreement and the other Loan Documents, or (b) requirements for the credit facility(ies) evidenced thereby to be secured by collateral that does not secure the Term Loan (on an equal and ratable basis) or guaranteed by Subsidiaries of the Parent that are not already Subsidiary Guarantors (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”); provided that the foregoing will not require any Lien to be granted or Subsidiary Guarantee to be given to the extent doing so would result in material adverse tax consequences as reasonably determined by the Parent in consultation with the Administrative Agent, or if doing so, in the reasonable determination of the Administrative Agent and the Parent, would be excessively expensive or burdensome in view of the benefits to be obtained by the Lenders therefrom, or if granting such Lien or giving such Subsidiary Guarantee would be prohibited by any Requirement of Law), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Loan Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 10.1, and (ii) the Parent or the Borrower shall promptly, and in any event within five (5) Business Days after the Parent, the Borrower or any other Loan Party entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Parent, the Borrower and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Loan Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree that any Lien created for the benefit of the Term Loan, and any Subsidiary Guarantee arising, in either case solely pursuant to the Most Favored Lender Provisions shall provide by its terms that such Lien or Subsidiary Guarantee shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien or Subsidiary Guarantee that gave rise to the Most Favored Lender Provision creating such Lien or Subsidiary Guarantee. [SIGNATURE PAGE TO CREDIT AGREEMENT]

Most Favored Lender Provisions. If at any time the Existing Pro Rata Credit Agreement or any other Loan Credit Document (as defined in the Existing Pro Rata Credit Agreement), or the documentation for any replacement credit facilitiesfacilities therefor, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Existing Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are not provided for in this Agreement or the other Loan Credit Documents, and/or (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are more restrictive than the same or similar provisions provided for in this Agreement and the other Loan Documents, or Credit Documents and/or (bc) requirements for the credit facility(ies) evidenced thereby Pro Rata Credit Facilities to be secured by collateral that does not secure the Term Loan (on an equal and ratable basis) or guaranteed by Domestic Subsidiaries of the Parent that are not already Subsidiary Guarantors (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”); provided that the foregoing will not require any Lien to be granted or Subsidiary Guarantee to be given to the extent doing so would result in material adverse tax consequences as reasonably determined by the Parent in consultation with the Administrative Agent, or if doing so, ) (in the reasonable determination case of each of the Administrative Agent Most Favored Lender Provisions, other than any differences between the Pro Rata Credit Agreement and the Parentother Credit Documents (as defined in the Pro Rata Credit Agreement), would be excessively expensive or burdensome in view on the one hand, and this Agreement and the other Credit Documents, on the other hand, existing as of the benefits to be obtained by the Lenders therefrom, Closing Date (or if granting otherwise consistent with such Lien or giving such Subsidiary Guarantee would be prohibited by any Requirement of Lawdifferences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Loan Credit Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 10.19.1, and (ii) the Parent or Borrowers and the Borrower Guarantors shall promptly, and in any event within five (5) Business Days days after the Parent, the Borrower or any other Loan Party entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Parent, the Borrower Borrowers and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Loan Credit Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such xcviii request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree that any Lien created for the benefit of the Term Loan, and any Subsidiary Guarantee arising, in either case solely pursuant to the Most Favored Lender Provisions shall provide by its terms that such Lien or Subsidiary Guarantee shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien or Subsidiary Guarantee that gave rise to the Most Favored Lender Provision creating such Lien or Subsidiary Guarantee. [SIGNATURE PAGE TO CREDIT AGREEMENT].

Most Favored Lender Provisions. If at any time the Existing Credit this Agreement or any other Loan Document (as defined in the Existing Credit Agreement), includes additional covenants or the documentation for any replacement credit facilities, events of default or includes (a) covenants or events of default (including related definitions) in favor of a Lender (as defined in the Existing Credit Agreement)more favorable to any Lender, or lender under any replacement credit facilities, that are not provided for in this Agreement or the other Loan Documents, and/or that are more restrictive than the same or similar provisions provided for in this Agreement and the other Loan Documents, or (b) requirements for the credit facility(ies) evidenced thereby to be secured by collateral that does benefit of any Facility (but not secure the Term Loan (on an equal and ratable basis) or guaranteed by Subsidiaries all of the Parent that are not already Subsidiary Guarantors Facilities) (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”); provided that the foregoing will not require any Lien to be granted or Subsidiary Guarantee to be given to the extent doing so would result in material adverse tax consequences as reasonably determined by the Parent in consultation with the Administrative Agent, or if doing so, in the reasonable determination of the Administrative Agent and the Parent, would be excessively expensive or burdensome in view of the benefits to be obtained by the Lenders therefrom, or if granting such Lien or giving such Subsidiary Guarantee would be prohibited by any Requirement of Law), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Loan Documents as if set forth fully herein and therein, mutatis mutandis, for the benefit of the Term F Facility, the Term A Facility and the Revolving Credit Facility and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 10.110.01, and (ii) the Parent or the Borrower shall promptly, and in any event within five (5) Business Days after the Parent, the Borrower or any other Loan Party entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Term F Lenders, the ParentRequired Term A Lenders or the Required Revolving Lenders, the Borrower and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Loan Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree that any Lien created for the benefit of the Term Loan, and any Subsidiary Guarantee arising, in either case solely pursuant to the Most Favored Lender Provisions shall provide by its terms that such Lien or Subsidiary Guarantee shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien or Subsidiary Guarantee that gave rise to the Most Favored Lender Provision creating such Lien or Subsidiary Guarantee. [SIGNATURE PAGE TO CREDIT AGREEMENT].

Most Favored Lender Provisions. If at any time the Existing Revolver Credit Agreement or any other Loan Document (as defined in the Existing Revolver Credit Agreement), or the documentation for any replacement credit facilities, includes (a) covenants (including related definitions) in favor of a Lender (as defined in the Existing Revolver Credit Agreement), or lender under any replacement credit facilities, that are not provided for in this Agreement or the other Loan Documents, and/or that are more restrictive than the same or similar provisions provided for in this Agreement and the other Loan Documents, or (b) requirements for the credit facility(ies) evidenced thereby to be secured by collateral that does not secure the Term Loan Loans hereunder (on an equal and ratable basis) or guaranteed by Subsidiaries of the Parent Borrower that are not already Subsidiary Guarantors (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”); provided that the foregoing will not require any Lien to be granted or Subsidiary Guarantee to be given to the extent doing so would result in material adverse tax consequences as reasonably determined by the Parent Borrower in consultation with the Administrative Agent, or if doing so, in the reasonable determination of the Administrative Agent and the ParentBorrower, would be excessively expensive or burdensome in view of the benefits to be obtained by the Lenders therefrom, or if granting such Lien or giving such Subsidiary Guarantee would be prohibited by any Requirement of Law), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Loan Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 10.1, and (ii) the Parent or the Borrower shall promptly, and in any event within five (5) Business Days after the Parent, the Borrower or any other Loan Party entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Parent, the Borrower and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Loan Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree that any Lien created for the benefit of the Term Loan, and any Subsidiary Guarantee arising, in either case solely pursuant to the Most Favored Lender Provisions shall provide by its terms that such Lien or Subsidiary Guarantee shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien or Subsidiary Guarantee that gave rise to the Most Favored Lender Provision creating such Lien or Subsidiary Guarantee. [SIGNATURE PAGE TO CREDIT AGREEMENT].

Most Favored Lender Provisions. If at any time the Existing Pro Rata Credit Agreement or any other Loan Credit Document (as defined in the Existing Pro Rata Credit Agreement), or the documentation for any replacement credit facilitiesfacilities therefor, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Existing Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are not provided for in this Agreement or the other Loan Credit Documents, and/or (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are more restrictive than the same or similar provisions provided for in this Agreement and the other Loan Documents, or Credit Documents and/or (bc) requirements for the credit facility(ies) evidenced thereby Pro Rata Credit Facilities to be secured by collateral that does not secure the Term Loan (on an equal and ratable basis) or guaranteed by Domestic Subsidiaries of the Parent ParentHoldco that are not already Subsidiary Guarantors (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”); provided that the foregoing will not require any Lien to be granted or Subsidiary Guarantee to be given to the extent doing so would result in material adverse tax consequences as reasonably determined by the Parent in consultation with the Administrative Agent, or if doing so, ) (in the reasonable determination case of each of the Administrative Agent Most Favored Lender Provisions, other than any differences between the Pro Rata Credit Agreement and the Parentother Credit Documents (as defined in the Pro Rata Credit Agreement), would be excessively expensive or burdensome in view on the one hand, and this Agreement and the other Credit Documents, on the other hand, existing as of the benefits to be obtained by the Lenders therefrom, Closing Date (or if granting otherwise consistent with such Lien or giving such Subsidiary Guarantee would be prohibited by any Requirement of Lawdifferences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Loan Credit Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 10.19.1, and (ii) the Parent or Borrowers and the Borrower Guarantors shall promptly, and in any event within five (5) Business Days days after the Parent, the Borrower or any other Loan Party entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Parent, the Borrower Borrowers and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Loan Credit Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree that any Lien created for the benefit of the Term Loan, and any Subsidiary Guarantee arising, in either case solely pursuant to the Most Favored Lender Provisions shall provide by its terms that such Lien or Subsidiary Guarantee shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien or Subsidiary Guarantee that gave rise to the Most Favored Lender Provision creating such Lien or Subsidiary Guarantee. [SIGNATURE PAGE TO CREDIT AGREEMENT].

Most Favored Lender Provisions. If at any time the Existing Pro Rata Credit Agreement or any other Loan Credit Document (as defined in the Existing Pro Rata Credit Agreement), or the documentation for any replacement credit facilitiesfacilities therefor, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Existing Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are not provided for in this Agreement or the other Loan Credit Documents, and/or (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement), or lender under any such replacement credit facilities, that are more restrictive than the same or similar provisions provided for in this Agreement and the other Loan Documents, or Credit Documents and/or (bc) requirements for the credit facility(ies) evidenced thereby facilities under the Pro Rata Credit Agreement to be secured by collateral that does not secure the Term Loan (on an equal and ratable basis) or guaranteed by Domestic Subsidiaries of the Parent that are not already Subsidiary Guarantors (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”); provided that the foregoing will not require any Lien to be granted or Subsidiary Guarantee to be given to the extent doing so would result in material adverse tax consequences as reasonably determined by the Parent in consultation with the Administrative Agent, or if doing so, ) (in the reasonable determination case of each of the Administrative Agent Most Favored Lender Provisions, other than any differences between the Pro Rata Credit Agreement, and the Parentother Credit Documents (as defined in the Pro Rata Credit Agreement), would be excessively expensive or burdensome in view on the one hand, and this Agreement and the other Credit Documents, on the other hand, existing as of the benefits to be obtained by the Lenders therefrom, Closing Date (or if granting otherwise consistent with such Lien or giving such Subsidiary Guarantee would be prohibited by any Requirement of Lawdifferences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Loan Credit Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 10.19.1, and (ii) the Parent or Borrower and the Borrower Guarantors shall promptly, and in any event within five (5) Business Days days after the Parent, the Borrower or any other Loan Party entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Parent, the Borrower and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Loan Credit Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree that any Lien created for the benefit of the Term Loan, and any Subsidiary Guarantee arising, in either case solely pursuant to the Most Favored Lender Provisions shall provide by its terms that such Lien or Subsidiary Guarantee shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien or Subsidiary Guarantee that gave rise to the Most Favored Lender Provision creating such Lien or Subsidiary Guarantee. [SIGNATURE PAGE TO CREDIT AGREEMENT].

Most Favored Lender Provisions. If at any time the Existing Revolving Credit Agreement or any other Loan Document (as defined in the Existing Revolving Credit Agreement), or the documentation for any replacement credit facilitiesfacility(ies) therefor, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Existing Revolving Credit Agreement), or lender under any such replacement credit facilitiesfacility(ies), that are not provided for in this Agreement or the other Loan Documents, and/or (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Existing Revolving Credit Agreement), or lender under any such replacement credit facility(ies), that are more restrictive than the same or similar provisions provided for in this Agreement and the other Loan Documents, or Documents and/or (bc) requirements for the credit facility(ies) evidenced thereby by the Existing Revolving Credit Agreement, or any replacement credit facility(ies), to be secured by collateral that does not secure the Term Loan (on an equal and ratable basis) or guaranteed by Subsidiaries of the Parent that are not already Subsidiary Guarantors Loan Parties (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”); provided that the foregoing will not require any Lien to be granted or Subsidiary Guarantee to be given to the extent doing so would result in material adverse tax consequences as reasonably determined by the Parent in consultation with the Administrative Agent, or if doing so, ) (in the reasonable determination case of each of the Administrative Agent Most Favored Lender Provisions, other than any differences between the Existing Revolving Credit Agreement and the Parentother Loan Documents (as defined in the Existing Revolving Credit Agreement), would be excessively expensive or burdensome in view on the one hand, and this Agreement and the other Loan Documents, on the other hand, existing as of the benefits to be obtained by the Lenders therefrom, Closing Date (or if granting otherwise consistent with such Lien or giving such Subsidiary Guarantee would be prohibited by any Requirement of Lawdifferences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Loan Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 10.110.2, and (ii) the Parent or Borrower and the Borrower other Loan Parties shall promptly, and in any event within five (5) Business Days days after the Parent, the Borrower or any other Loan Party entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Parent, the Borrower and the Guarantors other Loan Parties shall enter into an amendment to this Agreement and, if applicable, the other Loan Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree that any Lien created for the benefit of the Term Loan, and any Subsidiary Guarantee arising, in either case solely pursuant to the Most Favored Lender Provisions shall provide by its terms that such Lien or Subsidiary Guarantee shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien or Subsidiary Guarantee that gave rise to the Most Favored Lender Provision creating such Lien or Subsidiary Guarantee. [SIGNATURE PAGE TO CREDIT AGREEMENT].

Most Favored Lender Provisions. If at any time the Existing Pro Rata Credit Agreement, the BofA Term Loan Agreement, the DDTL Agreement or any other Loan Credit Document (as defined in the Existing Pro Rata Credit Agreement, the BofA Term Loan Agreement or the DDTL Agreement, as applicable), or the documentation for any replacement credit facilitiesfacilities therefor, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Existing Pro Rata Credit Agreement, the BofA Term Loan Agreement or the DDTL Agreement, as applicable), or lender under any such replacement credit facilities, that are not provided for in this Agreement or the other Loan Credit Documents, and/or (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Pro Rata Credit Agreement, the BofA Term Loan Agreement or the DDTL Agreement, as applicable), or lender under any such replacement credit facilities, that are more restrictive than the same or similar provisions provided for in this Agreement and the other Loan Documents, or Credit Documents and/or (bc) requirements for the credit facility(ies) evidenced thereby facilities under the Pro Rata Credit Agreement, the BofA Term Loan Agreement or the DDTL Agreement to be secured by collateral that does not secure the Term Loan (on an equal and ratable basis) or guaranteed by Domestic Subsidiaries of the Parent that are not already Subsidiary Guarantors (any or all of the foregoing, collectively, the “Most Favored Lender Provisions”); provided that the foregoing will not require any Lien to be granted or Subsidiary Guarantee to be given to the extent doing so would result in material adverse tax consequences as reasonably determined by the Parent in consultation with the Administrative Agent, or if doing so, ) (in the reasonable determination case of each of the Administrative Agent Most Favored Lender Provisions, other than any differences between the Pro Rata Credit Agreement, the BofA Term Loan Agreement, the DDTL Agreement and the Parentother Credit Documents (as defined in the Pro Rata Credit Agreement, would be excessively expensive the BofA Term Loan Agreement or burdensome in view the DDTL Agreement, as applicable)), on the one hand, and this Agreement and the other Credit Documents, on the other hand, existing as of the benefits to be obtained by the Lenders therefrom, Closing Date (or if granting otherwise consistent with such Lien or giving such Subsidiary Guarantee would be prohibited by any Requirement of Lawdifferences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Loan Credit Documents as if set forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of Section 10.19.1, and (ii) the Parent or Borrower and the Borrower Guarantors shall promptly, and in any event within five (5) Business Days days after the Parent, the Borrower or any other Loan Party entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing. Thereafter, upon the request of the Required Lenders, the Parent, the Borrower and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Loan Credit Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree that any Lien created for the benefit of the Term Loan, and any Subsidiary Guarantee arising, in either case solely pursuant to the Most Favored Lender Provisions shall provide by its terms that such Lien or Subsidiary Guarantee shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien or Subsidiary Guarantee that gave rise to the Most Favored Lender Provision creating such Lien or Subsidiary Guarantee. [SIGNATURE PAGE TO CREDIT AGREEMENT].