Common use of Term Lenders Clause in Contracts

Term Lenders. Subject to the terms and conditions set forth herein and in the Credit Agreement, each Exchanging Term Lender (by executing a Lender Consent) irrevocably (A) agrees to the terms of this Second Amendment and the Amended Credit Agreement, (B) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-1 Term Loans with the Second Amendment Tranche B-1 Term Loans in an equal principal amount, (C) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-2 Term Loans with Second Amendment Tranche B-2 Term Loans in an equal principal amount and (D) upon the Second Amendment Effective Date, shall exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-1 Term Loans and/or Existing Tranche B-2 Term Loans with the Second Amendment Tranche B-1 Terms Loans and/or Second Amendment Tranche B-2 Term Loans, as applicable, in an equal principal amount and (ii) each Additional Term Lender irrevocably (A) agrees to the terms of this Second Amendment and the Amended Credit Agreement, (B) commits to make Additional Term Loans in the amount notified to such Additional Term Lender by the Administrative Agent (but in no event greater than the amount such Additional Term Lender committed to make as Additional Term Loans) and (C) upon the Second Amendment Effective Date, shall refinance in full all Existing Term Loans, other than Exchanged Term Loans, with such Additional Terms Loans. Each Additional Term Lender further acknowledges and agrees that, as of the Second Amendment Effective Date, it shall be a “Lender” and a “Term Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. For purposes of this Second Amendment, “exchange” shall mean convert and continue. For the avoidance of doubt, notwithstanding anything herein to the contrary, it is acknowledged and agreed that (i) the Existing Tranche B-1 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-1 Term Loans and such Exchanged Tranche B-1 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-1 Term Loans and (ii) the Existing Tranche B-2 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-2 Term Loans and such Exchanged Tranche B-2 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-2 Term Loans.

Term Lenders. Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each Exchanging Term Lender (by executing a Lender Consent) irrevocably (A) agrees to the terms of this Second Amendment and Amendment, the Amended Credit Agreement, the CTA Amendment and the GCA Amendment, (B) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consentsignature page hereto) the Allocated Amount all of its Existing Tranche B-1 Term Loans with the Second Amendment Tranche B-1 Term Loans in an equal principal amount, (C) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-2 Term Loans with Second Amendment Tranche B-2 Term Loans in an equal principal amount and (DC) upon the Second Amendment Effective Date, shall exchange (as set forth on its Lender Consentsignature page hereto) the Allocated Amount all of its Existing Tranche B-1 Term Loans and/or Existing Tranche B-2 Term Loans with the Second Amendment Tranche B-1 Terms Loans and/or Second Amendment Tranche B-2 Term Loans, as applicable, in an equal principal amount and (ii) each Additional Term Lender irrevocably (A) agrees to the terms of this Second Amendment and Amendment, the Amended Credit Agreement, the CTA Amendment and the GCA Amendment, (B) commits to make Additional Term Loans in the amount notified to such Additional Term Lender by the Administrative Agent (but in no event greater than the amount such Additional Term Lender committed to make as Additional Term Loans) and (C) upon the Second Amendment Effective Date, shall refinance re-evidence in full all Existing Term Loans, other than Exchanged Term Loans, with such Additional Terms Loans. Each Additional Term Lender further acknowledges and agrees that, as of the Second Amendment Effective Date, it shall be a “Lender” and a “Term Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. For purposes of this Second Amendment, “exchange” shall mean convert and continue. For the avoidance of doubt, notwithstanding anything herein to the contrary, it is acknowledged and agreed that (i) the Existing Tranche B-1 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-1 Term Loans and such Exchanged Tranche B-1 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-1 Term Loans and (ii) the Existing Tranche B-2 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-2 Term Loans and such Exchanged Tranche B-2 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-2 Term Loans.

Term Lenders. Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each Exchanging Term Lender (by executing a Lender Consent) irrevocably (A) agrees to the terms of this Second Amendment and First Amendment, the Amended Credit AgreementAgreement and the CTA Amendment, (B) if so elected in its Lender Consent, agrees to 8 exchange (as set forth on its Lender Consentsignature page hereto) the Allocated Amount all of its Existing Tranche B-1 Term Loans with the Second First Amendment Tranche B-1 Term Loans in an equal principal amount, (C) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-2 Term Loans with Second Amendment Tranche B-2 Term Loans in an equal principal amount and (DC) upon the Second First Amendment Effective Date, shall exchange (as set forth on its Lender Consentsignature page hereto) the Allocated Amount all of its Existing Tranche B-1 Term Loans and/or Existing Tranche B-2 Term Loans with the Second First Amendment Tranche B-1 Terms Loans and/or Second Amendment Tranche B-2 Term Loans, as applicable, in an equal principal amount and (ii) each Additional Term Lender irrevocably (A) agrees to the terms of this Second Amendment and First Amendment, the Amended Credit AgreementAgreement and the CTA Amendment, (B) commits to make Additional Term Loans in the amount notified to such Additional Term Lender by the Administrative Agent (but in no event greater than the amount such Additional Term Lender committed to make as Additional Term Loans) and (C) upon the Second First Amendment Effective Date, shall refinance re-evidence in full all Existing Term Loans, other than Exchanged Term Loans, with such Additional Terms Loans. Each Additional Term Lender further acknowledges and agrees that, as of the Second First Amendment Effective Date, it shall be a “"Lender” " and a “"Term Lender” " under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. For purposes of this Second First Amendment, “"exchange” " shall mean convert and continue. For the avoidance of doubt, notwithstanding anything herein to the contrary, it is acknowledged and agreed that (i) the Existing Tranche B-1 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second First Amendment Tranche B-1 Term Loans and such Exchanged Tranche B-1 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second First Amendment) under the Loan Documents as such Existing Tranche B-1 Term Loans and (ii) the Existing Tranche B-2 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-2 Term Loans and such Exchanged Tranche B-2 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-2 Term Loans.. (b)

Term Lenders. Subject to the terms and conditions set forth herein and in the Existing Credit Agreement, (i) each Exchanging Cashless Settlement Term Lender (by executing a Lender Consent) irrevocably (A) agrees to the terms of this Second Amendment and the Amended Credit Agreement, (B) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) all (or such lesser amount as allocated to it by the Allocated Amount Amendment Arrangers) of its Existing Tranche B-1 Term Loans with for the Second Amendment Tranche B-1 Term Loans in an equal principal amount, (C) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-2 Term Loans with Second Amendment Tranche B-2 Term Loans in an equal principal amount and (DC) upon the Second Amendment Effective Date, shall exchange (as set forth on its Lender Consent) all (or such lesser amount as allocated to it by the Allocated Amount Amendment Arrangers) of its Existing Tranche B-1 Term Loans and/or Existing Tranche B-2 Term Loans with for the Second Amendment Tranche B-1 Terms Term Loans and/or Second Amendment Tranche B-2 Term Loans, as applicable, in an equal principal amount amount, (ii) each Cash Settlement Term Lender (by executing a Lender Consent) irrevocably agrees to the terms of this Second Amendment and the Amended Credit Agreement, and (iiiii) each Additional Term Lender irrevocably (A) agrees to the terms of this Second Amendment and the Amended Credit Agreement, (B) commits to make Additional Term Loans in the amount notified to such Additional Term Lender by the Administrative Agent (but in no event greater than the amount such Additional Term Lender committed to make as Additional Term Loans) and (C) upon the Second Amendment Effective Date, shall refinance in full all Existing Term Loans, other than Exchanged Cashless Settlement Term Loans, with such Additional Terms Term Loans. Each Additional Term Lender further acknowledges and agrees that, as of the Second Amendment Effective Date, it shall be a “Lender” and a “Term Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. For purposes of this Second Amendment, “exchange” shall mean convert and continue. For the avoidance of doubt, notwithstanding anything herein to the contrary, it is acknowledged and agreed that (i) the Existing Tranche B-1 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-1 Term Loans and such Exchanged Tranche B-1 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-1 Term Loans and (ii) the Existing Tranche B-2 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-2 Term Loans and such Exchanged Tranche B-2 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-2 Term Loans.

Term Lenders. Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each Exchanging Term Lender (by executing a Lender Consent) irrevocably (A) agrees to the terms of this Second First Amendment and the Amended Credit Agreement, (B) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-1 Term Loans with the Second First Amendment Tranche B-1 Term Loans in an equal principal amount, (C) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-2 Term Loans with Second First Amendment Tranche B-2 Term Loans in an equal principal amount and (D) upon the Second First Amendment Effective Date, shall exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-1 Term Loans and/or Existing Tranche B-2 Term Loans with the Second First Amendment Tranche B-1 Terms Loans and/or Second First Amendment Tranche B-2 Term Loans, as applicable, in an equal principal amount and (ii) each Additional Term Lender irrevocably (A) agrees to the terms of this Second Amendment and the Amended Credit Agreement, (B) commits to make Additional Term Loans in the amount notified to such Additional Term Lender by the Administrative Agent (but in no event greater than the amount such Additional Term Lender committed to make as Additional Term Loans) and (C) upon the Second Amendment Effective Date, shall refinance in full all Existing Term Loans, other than Exchanged Term Loans, with such Additional Terms Loans. Each Additional Term Lender further acknowledges and agrees that, as of the Second Amendment Effective Date, it shall be a “Lender” and a “Term Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. For purposes of this Second Amendment, “exchange” shall mean convert and continue. For the avoidance of doubt, notwithstanding anything herein to the contrary, it is acknowledged and agreed that (i) the Existing Tranche B-1 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-1 Term Loans and such Exchanged Tranche B-1 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-1 Term Loans and (ii) the Existing Tranche B-2 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-2 Term Loans and such Exchanged Tranche B-2 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-2 Term Loans.each

Term Lenders. Subject to the terms and conditions set forth herein and in the Credit Agreement, each Exchanging Term Lender (by executing a Lender Consent) irrevocably (A) agrees to the terms of this Second Third Amendment and the Amended Restated Credit Agreement, (B) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-1 Term Loans with for the Second Third Amendment Tranche B-1 Term Loans in an equal principal amount, amount and (C) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-2 Term Loans with Second Amendment Tranche B-2 Term Loans in an equal principal amount and (D) upon the Second Third Amendment Effective Date, shall exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-1 Term Loans and/or Existing Tranche B-2 Term Loans with for the Second Third Amendment Tranche B-1 Terms Loans and/or Second Amendment Tranche B-2 Term Loans, as applicable, in an equal principal amount and (ii) each Additional Term Lender irrevocably (A) agrees to the terms of this Second Third Amendment and the Amended Restated Credit Agreement, (B) commits to make Additional Term Loans in the amount notified to such Additional Term Lender by the Administrative Agent (but in no event greater than the amount such Additional Term Lender committed to make as Additional Term Loans) and (C) upon the Second Third Amendment Effective Date, shall (1) refinance in full all Existing Term Loans, other than Exchanged Term Loans, with such Additional Terms LoansLoans and (2) provide the Term Loan Increase. Each Additional Term Lender further acknowledges and agrees that, as of the Second Third Amendment Effective Date, it shall be a “Lender” and a “Term Lender” under, and for all purposes of, the Amended Restated Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. For purposes of this Second Third Amendment, “exchange” shall mean convert and continue. For the avoidance of doubt, notwithstanding anything herein to the contrary, it is acknowledged and agreed that (i) the Existing Tranche B-1 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Third Amendment Tranche B-1 Term Loans and such Exchanged Tranche B-1 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Third Amendment) under the Loan Documents as such Existing Tranche B-1 Term Loans and (ii) the Existing Tranche B-2 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-2 Term Loans and such Exchanged Tranche B-2 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-2 Term Loans.

Term Lenders. Subject [Check one of the first two boxes below; you may also, at your option, check the third box]  The undersigned Term Lender hereby irrevocably and unconditionally approves of and consents to the terms Fourth Amendment and conditions set forth herein and in consents to the Credit Agreement, each Exchanging refinancing (on a cashless basis) of 100% of the outstanding principal amount of the Term Loans held by such Term Lender (by executing a Lender Consent) irrevocably (A) agrees to the terms of this Second Amendment and the Amended Credit Agreement, (B) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-1 Term Loans with the Second Amendment Tranche B-1 Term Loans in an equal principal amount, (C) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-2 Term Loans with Second Amendment Tranche B-2 Term Loans in an equal principal or such lesser amount and (D) upon the Second Amendment Effective Date, shall exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-1 Term Loans and/or Existing Tranche B-2 Term Loans with the Second Amendment Tranche B-1 Terms Loans and/or Second Amendment Tranche B-2 Term Loans, as applicable, in an equal principal amount and (ii) each Additional Term Lender irrevocably (A) agrees to the terms of this Second Amendment and the Amended Credit Agreement, (B) commits to make Additional Term Loans in the amount notified allocated to such Additional Term Lender by the Administrative Agent) with a New Term Loan in a like principal amount.  The undersigned Term Lender hereby irrevocably and unconditionally approves of and consents to the Fourth Amendment and (a) elects to have 100% of the outstanding principal amount of the Term Loans held by such Lender (or such lesser amount allocated to such Term Lender by the Administrative Agent) be refinanced by repayment by the Administrative Agent on the Fourth Amendment Effective Date and (b) consents to purchase New Term Loans in a like principal amount from the Administrative Agent (but in no event greater than the or such lesser amount allocated to such Additional Term Lender committed to make as Additional Term Loans) and (C) upon by the Second Amendment Effective Date, shall refinance in full all Existing Term Loans, other than Exchanged Term Loans, with such Additional Terms LoansAdministrative Agent). Each Additional Such Term Lender further acknowledges agrees that its signature hereto shall constitute its signature as Assignee to the Assignment and agrees that, Assumption Agreement attached to the Fourth Amendment as of the Second Amendment Effective Date, Annex IV reflecting such purchase and that it shall be a “Lender” bound by such Assignment and a “Assumption Agreement in all respects.  The undersigned Term Lender” under, Lender hereby requests to purchase Increased Term Loans up to an aggregate principal amount no greater than $_______. Such Term Lender agrees that its signature hereto shall constitute its signature as Assignee to the Assignment and for all purposes of, Assumption Agreement attached to the Amended Credit Agreement Fourth Amendment as Annex IV reflecting such purchase and the other Loan Documents, and that it shall be subject to and bound by the terms thereof, and shall perform such Assignment Agreement in all the obligations of and shall have all rights of a Lender thereunderrespects. For purposes of this Second Amendment, “exchange” shall mean convert and continue. For the avoidance of doubt, notwithstanding anything herein to the contrary, it is acknowledged and agreed that (i) the Existing Tranche B-1 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-1 Term Loans and such Exchanged Tranche B-1 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-1 Term Loans and (ii) the Existing Tranche B-2 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-2 Term Loans and such Exchanged Tranche B-2 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-2 Term Loans.NY\4521662.7

Term Lenders. Subject to the terms and conditions set forth herein and in the Credit Agreement, : 5 (a) each Exchanging Term Lender (by executing a Lender Consent) irrevocably (Ai) agrees to the terms of this Second Amendment and Restatement Agreement, the Amended Restated Credit Agreement, the Restated GCA and the CTA Amendment, (Bii) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consentsignature page hereto) the Allocated Amount all of its Existing Tranche B-1 Term Loans with the Second Amendment Tranche B-1 Restatement Term Loans in an equal principal amount, (C) if so elected in its Lender Consent, agrees to exchange (as set forth on its Lender Consent) the Allocated Amount of its Existing Tranche B-2 Term Loans with Second Amendment Tranche B-2 Term Loans in an equal principal amount and (Diii) upon the Second Amendment Restatement Effective Date, shall exchange (as set forth on its Lender Consentsignature page hereto) the Allocated Amount all of its Existing Tranche B-1 Term Loans and/or Existing Tranche B-2 Term Loans with the Second Amendment Tranche B-1 Restatement Terms Loans and/or Second Amendment Tranche B-2 Term Loans, as applicable, in an equal principal amount amount. For purposes of this Restatement Agreement, “exchange” shall mean convert and continue. For the avoidance of doubt, notwithstanding anything herein to the contrary, it is acknowledged and agreed that the Existing Term Loans of Exchanging Term Lenders will be converted into and continued as Restatement Term Loans and such Exchanged Term Loans shall be on such terms under the Restated Credit Agreement. (iib) each Additional Term Lender irrevocably (Ai) agrees to the terms of this Second Amendment and Restatement Agreement, the Amended Restated Credit Agreement, the Restated GCA and the CTA Amendment, (Bii) commits to make Additional Term Loans in the amount notified to such Additional Term Lender by the Administrative Agent (but in no event greater than the amount such Additional Term Lender committed to make as Additional Term Loans) and (Ciii) upon the Second Amendment Restatement Effective Date, shall refinance re-evidence in full all Existing Term Loans, other than Exchanged Term Loans, with such Additional Terms Loans. Each Additional Term Lender further acknowledges and agrees that, as of the Second Amendment Effective Date, it shall be a “Lender” and a “Term Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. For purposes of this Second Amendment, “exchange” shall mean convert and continue. For the avoidance of doubt, notwithstanding anything herein to the contrary, it is acknowledged and agreed that (i) the Existing Tranche B-1 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-1 Term Loans and such Exchanged Tranche B-1 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-1 Term Loans and (ii) the Existing Tranche B-2 Term Loans of the Exchanging Term Lenders will be converted into and continued as Second Amendment Tranche B-2 Term Loans and such Exchanged Tranche B-2 Term Loans shall be on the same terms (other than to the extent expressly provided in this Second Amendment) under the Loan Documents as such Existing Tranche B-2 Term Loans.SECTION 2.3