Common use of New Term Lenders Clause in Contracts

New Term Lenders. Following any Term Extension Request made by the Borrower in accordance with Sections 2.18(a) and 2.18(b), if the Term Lenders under the applicable Existing Term Tranche shall have declined to provide the entire amount of Extended Term Loans requested by the Borrower, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing to provide an Extended Term Loans hereunder (each a “New Term Lender”) become a Term Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided that (i) the Extended Term Loans of such New Term Lenders with respect to a relevant Term Extension Request shall (A) not exceed the amount necessary to achieve the requested amount of Extended Term Loans under such Term Extension Request and (B) be on identical terms as those offered to the existing Term Lenders under the applicable Existing Term Tranche and (ii) prior to the effectiveness of any Extended Term Loans of any New Term Lender, the Administrative Agent, each Issuer and/or the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld) to each New Term Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Term Loans to such Person. Upon effectiveness of the Term Extension Amendment to which each such New Term Lender is a party (a) each Term Lender (under the relevant Existing Term Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Term Loans will be deemed automatically and without any further act to have assigned to the New Term Lenders such portion of its existing Term Loans in a principal amount up to such Ratable Portion it so declined to provide, in each case, as specified in the relevant Term Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Term Loans shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Term Loans deemed assigned pursuant to this Section 2.18 exceed the aggregate amount of Extended Term Loans of all New Term Lenders), (b) (i) each New Term Lender shall automatically and without any further act be deemed to have assumed, the existing Term Loans so assigned in an amount equal to its proposed Extended Term Loans and (ii) all such assumed existing Term Loans shall concurrently therewith be amended into Extended Term Loans such that, the Extended Term Loans of New Term Lenders will be incorporated hereunder in the same manner in which Extended Term Loans of the Extending Term Lenders are incorporated hereunder pursuant to this Section 2.18, and (c) each Term Lender that shall be deemed to have assigned any portion of its existing Term Loans to any New Term Lender shall have received payment of an amount equal to the outstanding principal of the Term Loans so assigned together with accrued interest and fees, if any, thereon (including any amounts under Section 3.5) from such New Term Lender.

New Term Lenders. Following any Term Extension Request made by the Borrower in accordance with Sections 2.18(a2.19(a) and 2.18(b2.19(b), if the Term Lenders under the applicable Existing Term Tranche Loan shall have declined to provide the entire amount of Extended Term Loans requested by the Borrower, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing to provide an Extended Term Loans hereunder (each a “New Term Lender”) become a Term Lender Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselthe Borrower; provided provided, that (i) the Extended Term Loans of such New Term Lenders with respect to a relevant Term Extension Request shall (A) not exceed the amount necessary to achieve the requested amount of Extended Term Loans under such Term Extension Request and (B) except as provided in Section 2.19(e), be on identical terms as those offered to the existing Term Lenders under the applicable Existing Term Tranche Loan and (ii) prior to the effectiveness of any Extended Term Loans of any New Term Lender, the Administrative Agent, each Issuer and/or the Swing Loan Lender Agent shall have consented (such consent not to be unreasonably withheldwithheld or delayed) to each New Term Lender if such consent would be required under Section 12.2(b)(iii8.05(c) for an assignment of Term Loans to such Person. For the avoidance of doubt, any Affiliated Lender that becomes a New Term Lender and the Term Loans provided by such Affiliated Lender shall be subject to the limitations on assignments to Affiliated Lenders set forth in Section 8.05(j) (including the Affiliated Lender Cap). Upon effectiveness of the Term Extension Amendment to which each such New Term Lender is a party party, (a1) each Term Lender (under the relevant Existing Term TrancheLoan) who that shall have declined to provide at least its Ratable Portion Proportionate Share of the requested Extended Term Loans will be deemed automatically and without any further act to have assigned to the New Term Lenders such portion of its existing Term Loans in a principal amount up to such Ratable Portion Proportionate Share it so declined to provide, in each case, as specified in the relevant Term Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Term Loans shall be made in such manner and in such amounts as may be agreed by the Administrative Agent and the Borrower, in their sole discretion; provided, provided that in no event shall the aggregate amount of Term Loans deemed assigned pursuant to this Section 2.18 2.19 exceed the aggregate amount of Extended Term Loans of all New Term Lenders), (b) (i2)(x) each New Term Lender shall automatically and without any further act be deemed to have assumed, assumed the existing Term Loans so assigned in an amount equal to its proposed Extended Term Loans and (iiy) all such assumed existing Term Loans shall concurrently therewith be amended into Extended Term Loans such that, that the Extended Term Loans of New Term Lenders will be incorporated hereunder in the same manner in which Extended Term Loans of the Extending Term Lenders are incorporated hereunder pursuant to this Section 2.182.19, and (c3) each Term Lender that shall be deemed to have assigned any portion of its existing Term Loans to any New Term Lender shall have received payment of an amount equal to the outstanding principal of the Term Loans so assigned together with accrued interest and fees, if any, thereon (including any amounts under Section 3.52.13) from such New Term Lender.

New Term Lenders. Following any Term Extension Request made by the Borrower in accordance with Sections 2.18(a) and 2.18(b), if the Term Lenders under the applicable Existing Term Tranche shall have declined to provide the entire amount of Extended Term Loans requested by the Borrower, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing to provide an Extended Term Loans hereunder (each a “Each New Term Lender”) become a Term Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided that (i) confirms that it has received a copy of the Extended Term Loans Existing Credit Agreement and the other Credit Documents and the exhibits and schedules thereto, together with copies of the financial statements referred to therein and such New Term Lenders with respect other documents and information as it has deemed appropriate to a relevant Term Extension Request shall (A) not exceed make its own credit analysis and decision to enter into this Amendment and the amount necessary to achieve the requested amount of Extended Term Loans under such Term Extension Request and (B) be on identical terms as those offered to the existing Term Lenders under the applicable Existing Term Tranche and Credit Agreement; (ii) prior to agrees that it will, independently and without reliance upon the effectiveness of any Extended Term Loans of any New Term Lender, the Administrative Agent, each Issuer and/or the Swing Loan lead arrangers and bookrunners noted on the cover page hereof (the “Lead Arrangers”) or any Lender and based on such documents and information as it shall have consented deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Term Administrative Agent to take such consent not action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Term Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform all of the obligations which by the terms of the Credit Agreement are required to be unreasonably withheld) to each New Term Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Term Loans to such Person. Upon effectiveness of performed by it as a Lender, as the Term Extension Amendment to which each such New Term Lender is a party (a) each Term Lender (under the relevant Existing Term Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Term Loans will be deemed automatically and without any further act to have assigned to the New Term Lenders such portion of its existing Term Loans in a principal amount up to such Ratable Portion it so declined to providecase may be, in each case, in accordance with the terms thereof as specified set forth in the relevant Term Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Term Loans shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Term Loans deemed assigned pursuant to this Section 2.18 exceed the aggregate amount of Extended Term Loans of all New Term Lenders), (b) (i) each Credit Agreement. Each New Term Lender acknowledges and agrees that it shall automatically become a “Tranche B-2 Term Loan Lender” and without any further act be deemed to have assumeda “Term Loan Lender” under, and for all purposes of, the existing Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-2 Term Loan Lender” and a “Term Loan Lender” thereunder. The Borrower hereby consents, for purposes of Section 13.6(b)(i)(A) of the Credit Agreement, to the assignment on or within ninety (90) days of the Amendment No. 4 Effective Date of any Tranche B-2 Term Loans so assigned in by the Fronting Bank, to (A) any Person that was an amount equal Existing Term Lender on the Amendment No. 4 Effective Date (immediately prior to its proposed Extended Term Loans and giving effect thereto) or (iiB) all such assumed existing Term Loans shall concurrently therewith be amended into Extended Term Loans such that, the Extended Term Loans of New Term Lenders will be incorporated hereunder in the same manner in which Extended Term Loans of the Extending Term Lenders are incorporated hereunder pursuant to this Section 2.18any assignees separately identified, and (c) each Term Lender that shall be deemed to have assigned any portion of its existing Term Loans to any New Term Lender shall have received payment of an amount equal acceptable, to the outstanding principal of the Term Loans so assigned together with accrued interest and fees, if any, thereon (including any amounts under Section 3.5) from such New Term LenderBorrower.

New Term Lenders. Following any Term Extension Request made by the Borrower in accordance with Sections 2.18(a) and 2.18(b), if the Term Lenders under the applicable Existing Term Tranche shall have declined to provide the entire amount of Extended Term Loans requested by the Borrower, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing to provide an Extended Term Loans hereunder (each a “New Term Lender”) become a Term Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselthe Borrower; provided that (i) the Extended Term Loans of such New Term Lenders with respect to a relevant Term Extension Request shall (A) not exceed the amount necessary to achieve the requested amount of Extended Term Loans under such Term Extension Request and (B) be on identical terms as those offered to the existing Term Lenders under the applicable Existing Term Tranche and (ii) prior to the effectiveness of any Extended Term Loans of any New Term Lender, the Administrative Agent, each Issuer and/or the Swing Loan Lender Agent shall have consented (such consent not to be unreasonably withheldwithheld or delayed) to each New Term Lender if such consent would be required under Section 12.2(b)(iii10.07(b)(iii)(B) for an assignment of Term Loans to such Person. For the avoidance of doubt, neither the Borrower nor its Affiliates nor any natural person may be a New Term Lender. Upon effectiveness of the Term Extension Amendment to which each such New Term Lender is a party (a1) each Term Lender (under the relevant Existing Term Tranche) who shall have declined to provide at least its Ratable Portion Applicable Percentage of the requested Extended Term Loans will be deemed automatically and without any further act to have assigned to the New Term Lenders such portion of its existing Term Loans in a principal amount up to such Ratable Portion Applicable Percentage it so declined to provide, in each case, as specified in the relevant Term Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Term Loans shall be made in such manner and in such amounts as may be agreed by the Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Term Loans deemed assigned pursuant to this Section 2.18 exceed the aggregate amount of Extended Term Loans of all New Term Lenders), (b) (i2)(x) each New Term Lender shall automatically and without any further act be deemed to have assumed, the existing Term Loans so assigned in an amount equal to its proposed Extended Term Loans and (iiy) all such assumed existing Term Loans shall concurrently therewith be amended into Extended Term Loans such that, the Extended Term Loans of New Term Lenders will be incorporated hereunder in the same manner in which Extended Term Loans of the Extending Term Lenders are incorporated hereunder pursuant to this Section 2.18, and (c3) each Term Lender that shall be deemed to have assigned any portion of its existing Term Loans to any New Term Lender shall have received payment of an amount equal to the outstanding principal of the Term Loans so assigned together with accrued interest and fees, if any, thereon to the date of such assignment (including any amounts payable under Section 3.53.05 and any premiums payable under Section 2.05(a)(1)(iii)) from such New Term Lender.

New Term Lenders. Following any Subject to the occurrence of the First Amendment Effective Date, each of the parties hereto hereby agrees that each of the existing Lenders becoming a Term Extension Request made by the Borrower in accordance Lender with Sections 2.18(a) and 2.18(b)a new Term Commitment listed on Schedule I hereto (each, if the Term Lenders under the applicable Existing Term Tranche shall have declined to provide the entire amount of Extended Term Loans requested by the Borrower, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing to provide an Extended Term Loans hereunder (each a “New Term Lender” and, collectively, the “New Term Lenders”) will (and does hereby) become a “Term Lender” under and for all purposes of the Credit Agreement with a Term Commitment in the amount as set forth on Schedule I hereto and xxxxxx agrees to be bound by and comply with all of the terms and provisions of the Credit Agreement applicable to it as a “Term Lender” thereunder and that it will perform all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Term Lender. Each New Term Lender represents and warrants that it has full power and authority, and has taken all action necessary, to execute this Amendment and to consummate the transactions contemplated hereby and to become a Term Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided that (i) the Extended Term Loans of such New Term Lenders with respect to a relevant Term Extension Request shall (A) not exceed the amount necessary to achieve the requested amount of Extended Term Loans under such Term Extension Request and (B) be on identical terms as those offered to the existing Term Lenders under the applicable Existing Term Tranche and (ii) prior to Credit Agreement. For the effectiveness avoidance of any Extended Term Loans of any New Term Lenderdoubt, the Administrative Agent, Commitments of each Issuer and/or the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld) to each New Term Lender if such consent would be required under Section 12.2(b)(iii) for an assignment of Term Loans to such Person. Upon effectiveness of the Term Extension Amendment to which each such New Term Lender is a party (a) each Term Lender (under the relevant Existing Term Tranche) who shall have declined to provide at least its Ratable Portion of the requested Extended Term Loans will be deemed automatically and without any further act to have assigned to including the New Term Lenders such portion Lenders) shall be as set forth in Schedule I of its existing Term Loans in a principal amount up to such Ratable Portion it so declined to provide, in each casethe Credit Agreement, as specified in amended hereby. Subject to the relevant Term Extension occurrence of the First Amendment (it being understood Effective Date, each of the parties hereto hereby agrees that, subject notwithstanding any provisions of the Credit Agreement to the foregoing limitationscontrary, including without limitation, Section 2.08(b) of the Credit Agreement, the final allocation Revolving Commitment of each Lender listed on Schedule II hereto (each, a “Reducing Lender” and, collectively, the “Reducing Lenders”) shall be reduced by the amount set forth on Schedule I hereto without reducing the Revolving Commitments of any such assignment other Lender. In connection with the reduction of Term Loans shall be made in such manner and in such amounts as may be agreed by Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Term Loans deemed assigned Revolving Commitments pursuant to this Section 2.18 exceed 4.1, the aggregate amount Borrower hereby requests, and each of Extended the other parties hereto hereby agree that the proceeds of the Initial Term Loans of all New Term Lenders)made on the First Amendment Effective Date, (b) (i) each New Term Lender shall automatically and without any further act be deemed to have assumed, the existing Term Loans so assigned in an amount equal to its proposed Extended Term Loans and (ii) all such assumed existing Term Loans shall concurrently therewith be amended into Extended Term Loans such that, the Extended Term Loans of New Term Lenders will be incorporated hereunder in the same manner in which Extended Term Loans of the Extending Term Lenders are incorporated hereunder pursuant to this Section 2.18, and (c) each Term Lender that shall be deemed applied to have assigned any portion the prepayment of its existing Term Loans to any New Term Lender shall have received payment of an amount equal to the outstanding principal amount of the Term Revolving Loans so assigned together in accordance with accrued interest and fees, if any, thereon (including any amounts under pursuant to Section 3.5) from such New Term Lender6.9.